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Clifford Chance

Clifford Chance
Fundamentals of Private Capital and M&A Transactions Course 2024 (Singapore) <br />

Fundamentals of Private Capital and M&A Transactions Course 2024 (Singapore)

The course is designed for junior private equity, investment banking, legal and corporate professionals who may benefit from an overview of the primary legal concepts from private investment funds to mergers and acquisitions in Asia Pacific.

The training program comprises a series of one-hour sessions covering a wide range of topics – including key terms, trends and documentation in private fund formation, M&A transactions and other corporate transactions. Sessions will be conducted by senior members of the Clifford Chance Private Capital team comprising M&A, PE, funds and disputes specialists.

Session Topic Presentation Slides Session Recording

Private Capital: Introduction to Private Investment Funds

This session will introduce key concepts relating to private investment funds, including the essentials of how these funds are formed. It will also touch on the common challenges and negotiation points encountered in this area, and provide a summary of general market trends.
 

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Confidentiality Agreements and NDAs

This session will cover the basics of non-disclosure agreements (NDAs), which are instrumental in protecting sensitive commercial information discussed in the context of a M&A transaction.

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Share Purchase Agreements

This session will provide an overview of the key principles and terms of a Share Purchase Agreement, including purchase price mechanisms, termination rights, warranties, indemnities and other practical points. It will also discuss issues and points of contention that typically arise in the course of negotiations.

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Due Diligence and Warranty & Indemnity Insurance

This session will offer insights into legal due diligence and practical considerations around the ways in which legal due diligence can inform, shape, and influence a transaction.

This will include an overview of financial crime compliance due diligence considerations.

This session will conclude with a discussion on W&I insurance and its impact on the due diligence process.
 

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Shareholders’ Agreements

An overview of the key clauses in a shareholders’ agreement or joint venture agreement, as well as a discussion of the key principles and commercial considerations underpinning the relationships governed under these agreements.

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Merger Control

Merger control filing has, in recent years, been an increasing feature of M&A transactions in Southeast Asia. Such filings, if handled well, can give tactical advantages and if handled badly, it could disrupt the timetable of the transaction. This session is a general introduction of merger control regimes across the region.
 

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"Good Deals Gone Bad"

This session delves into post-M&A challenges, disputes that commonly arise and the mechanisms that are used to resolve such disputes. We will address steps that can be taken to mitigate risks in an evolving legal and regulatory environment.

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