2-Day Practical Workshop on Hands on Drafting & clause by Clause Analysis

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INTRODUCTION

This training activity is for those individuals who are already in the field of management but more focused on the legal aspects.

AUDIENCE

This workshop is for legal advisors, in-house counsels, lawyers, contract negotiators, finance managers, business development managers, corporate strategy managers, general managers, managing directors and government's legal advisers to learn how to negotiate and write effective corporate contracts.

SALE & PURCHASE OF SHARES AGREEMENT
  • Concept of “Share”
  • Share as an Asset
  • Buying and Selling of Shares
  • Distinction between Private Company and Public Company
  • Internal Approvals for Selling and Buying of Shares
  • External Approvals
  • Buying and Selling Process
  • Cut of Date
  • Treatment of Dividend
  • Due Diligence
  • Covenants Pending Completion
  • Representations and Warranties
  • Indemnities
  • Completion Agenda
  • Passing of Legal and Benefit Ownership
  • Management Control
  • Due Diligence Post Completion
  • Retention Clause
SALE & PURCHASE OF ASSETS / BUSINESS
  • Purchase of Assets
  • Purchase of Assets on Standalone Basis - a straight forward affair
  • Sale of Assets or Business as Ongoing Concern
  • Categories of Assets
  • Securing Vesting of Interest and Rights in the Assets
  • Approval of External Parties & Consent and Agreement of Third Parties
  • Licensing Regime for Asset Ownership
  • Allocation of Purchase Price
  • Tips in Negotiating Business and Assets Transfer
  • Exclusion of Liabilities
  • Contracting Out
  • Validity of Warranties & Representations
  • Price Retention
  • Case Study:
  • Takeover Volvo by Geely
  • Proposed takeover of AIA by Prudential
SHARES SUBSCRIPTION AGREEMENT
  • Concept of Share Subscription
  • The Structure of Share Subscription Agreement
  • Parties to the Share Subscription Agreement
  • Due Diligence
  • Approvals
  • Warranties from Company/ Shareholders
  • Covenants Pending Completion
  • Indemnities & Where to Seek Indemnities
  • Completion Agenda
  • Joint & Several Indemnities
  • Remedies for Breach
REVERSE TAKE OVER AGREEMENT
  • What is Reverse Take Over?
  • Structure of Reverse Take Over
  • Parties to Reverse Take Over Agreement
  • Issues in Reverse Take Over
  • Change of Control
  • Warranties from Buyer
  • Warranties from Seller
  • Specific Covenants from The Buyer
  • Completion Process
  • Sale Back Agreement
SHAREHOLDERS AGREEMENT
  • What is Shareholders Agreement?
  • Parties to Shareholders Agreement
  • The Relationship between Shareholders Agreement, Companies Act and Memorandum & Articles of Association
  • Distinction between Shareholders Agreement & Joint Venture Agreement
  • Conditions Precedents
  • Commencement and Duration
  • Capital Structure and Capital Enlargement
  • Management and Management Structure
  • Managing Director, CEO, COO and CFO
  • Allocation of Management Function Among the Parties
  • Termination and Accrued Liabilities
  • Inclusion of New Shareholders
  • Transfer of Shares / Pre-Emptive Rights
UNINCORPORATED JV AGREEMENT
  • What is Joint Venture?
  • Incorporated vs Unincorporated Joint Venture
  • Structure for the Joint Venture
  • Corporate Governance of Joint Venture
  • Termination of Joint Venture
  • Legal Due Diligence in Joint Venture
  • Contractual Rights of Joint Venture Partners and Shareholders
CALL OPTION AGREEMENT
  • What is Call Option?
  • Purpose of a Call Option
  • Option Period / Exercise Period
  • Option Price
  • Appraising the Risk of the Counter Party
  • Dangers awaiting Call Option Structure
  • Effect on Directorship/ Management Structure
  • Grantor’s Obligation
  • Grantee’s Right
  • Holding of Call Option Shares
  • Preservation and Standstill Arrangement
  • Composite Approval Process
PUT OPTION AGREEMENT
  • What is Put Option?
  • Purpose of a Put Option
  • Put Option Period
  • Put Option Price
  • Appraising the Risk of the Counter Party
  • What kind of steps you must take to ensure that by the time you ensure the Put Option, the Counter Party would pay the Put Option Price?
  • Dangers awaiting Put Option Structure
  • Effect on Directorship/ Management Structure
  • Grantor’s Obligation
  • Grantee’s Right
  • Preservation of Solvency of the Grantor
  • Forgetful of Put Option Exercise?
  • Composite approval process
SUBSCRIPTION OPTION AGREEMENT
  • Subscription Option Agreement - What is it and its Purpose
  • Option Notice
  • Warranties: From Whom?
  • Effect on Directorship/ Management Structure
  • Extent of Representatives & Warranties
  • Completion Agenda
  • Prevention of Dilution
  • Adjustment of Subscription Price
  • Covenants Pending Completion
  • Indemnity
PRE-CONTRACTUAL DOCUMENTS
  • What Are Pre-Contractual Documents?
  • Letter of Intent
  • Memorandum of Understanding (MOU)
  • Pre-Bid Agreement
  • Negotiating Pre-Contractual Documents
  • Case Study:
    • Texaco vs. Pennzoil
    • MMC vs. Kleinwort Benson

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