This is a bespoke course
designed for your firm's needs. Areas we can cover include the
following:
Company law basics
Some principles
of UK company law relevant to private equity investments
Doing the deal
De-mystifying Documents
Functions of legal instruments
Relationships between documents – how the deal fits together
Interpreting your internally approved
investment proposal
Instructing and communicating with
lawyers efficiently
Division of responsibilities
Explaining the different classes of capital
Investor share rights
Investor debt rights
The order of precedence
Conditions Precedent
Typical
conditions
Using due diligence results
How conditions are satisfied
What if conditions are not satisfied
Tackling difficult issues
Financial assistance
Follow through after completion
Warranties
Who gives
warranties to whom?
What matters should be warranted?
Limitations on liability
Disclosures
Living with the deal
The powers your legal documentation gives
you
Provision of
information
Consents
and vetoes
Directors
Majority/ minority positions
Portfolio Issues
Poor performance
Cash shortage
Breaches
Nervous bank
Inadequate NXD
Compulsory Share Transfers
‘Good leaver/ bad
leaver’
The different versions
Which is best?
NXDs and Observers
Duties and
responsibilities of directors
What can Observers say and do?
Relationship between Investor and external NXDs
Internal NXDs – conflicts of interest
Other Stakeholders
Lead investor’s
responsibilities
Sharing information
Effect of competition law
Exits
Methods of exit
Valuing
the deal
‘tag’ and ‘drag’
Warranties
Paper for paper
Sales to management
Flotations
Ó Fulcrum Partners Ltd 2007
Successful selling - investors
Continuing professional education