LawSikho Diploma in M&A, Institutional Finance and Investment Laws (including PE and VC transactions)



Twelve months' Diploma programme by LawSikho Scroll Down to Learn More

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About the Course

Total Fees: INR 30,000 20,000

Get immediate access on Web, Android and iOS on enrolment

Duration: 12 months

M&A and finance transactions are the bread-and-butter of corporate lawyers. Successful M&A and finance lawyers can make difficult transactions happen smoothly, are paid handsomely and are part of news-making deals.

 

What about M&A and finance transactions creates so much value for clients? Well, M&A and institutional finance (from banks, NBFCs and investors) are some of the key methods of business expansion. Businesses are willing to pay lawyers well for legal work that enables them to expand commercially.   

 

How can you be sought out as a professional who provides that kind of value to your clients?

 

This course will help enable you to understand different methods to accomplish an M&A transaction, strategically select an optimal method as per the situation, execute it and handle issues on the way. You will be comfortable with amalgamations, takeovers, slump sales, leveraged acquisitions, de-mergers and delisting. You will be able to handle cross-border aspects of M&A transactions, FDI and inbound investments. You will be clear with technical terms around securities law - convertible notes, OCDs, CCDs, OCDs, CCPS, OCPS, etc. Moreover, tax, employment and regulatory issues are also addressed, so that you have a comprehensive view of M&A deals.

 

A similar approach is followed with respect to institutional finance transactions (loans, syndicate loans and other credit facilities), which are critical for raising debt to run and expand business operations. The course has significant focus on security documentation as well (share pledges, guarantees, mortgage deed, hypothecation and non-disposal undertakings), since high value loans are often given only upon obtaining adequate security.     

 

You will also have access to sample drafts and templates of these documents and screencasts providing clause-by-clause explanations. This adds clarity to what real-life transaction documents look like and how they are drafted.  

 

A huge part of your work to execute transactions comprises of undertaking a due diligence exercise, which requires you to have a much wider set of skills, apart from knowledge of M&A and financial laws. This course enables you to develop your expertise through the different stages of due diligence and provides step-by-step training in conducting a due diligence exercise and writing a due diligence report.

To sum it up, the course will enable you to:

 

  • Articulate the commercial logic intent of your client when he or she is contemplating a transaction and identify a suitable way forward
  • Conceptualize and implement variations if the deal structure or negotiations change  
  • Ensure procedural requirements and stakeholder alignment necessary as per law is obtained
  • Develop yourself in deal structuring, execution, and implementation of M&A and institutional finance transactions.

 

In other words, when faced with a real life situation, you will be able to steer the deal like an expert.

Course Contents

Types of M&A structures and how to choose an optimal structure:

  • Court approved Mergers
  • Demergers and hive off
  • Asset acquisitions
  • Share acquisitions
  • Business transfer and slump sale

 

Special kinds of M&A transactions

  • Leveraged acquisitions
  • Acquihire arrangements
  • Joint venture structures
  • PIPES transactions

 

Commercial rationale for M&A transactions

  • Google’s acquisition of Motorola Mobility
  • Ola’s acquisition of Taxi For Sure
  • Flipkart - Myntra merger
  • Myntra’s acquisition of Jabong  

 

Stages in an M&A transaction

 

Role of lawyers and advisors

 

Difference between internal restructuring and third-party M&A

 

Difference between unlisted and listed entity transactions

 

How to draft an asset purchase agreement

 

How to draft a business transfer agreement

 

When to enter into a joint venture and draft a joint venture agreement

 

Acquisition Financing: Strategies and Documentation

  • Equity issuance
  • NBFC Debt
  • Parent and Associate Company Loans
  • Domestic and Cross-border loans
  • Leveraged financing and buyouts in India
  • Delisting

 

 

Sample documents

Sample term sheet

Business transfer agreement 

Asset purchase agreement

Transition services agreement

Joint venture agreement

Sample loan agreement from related party

Introduction to share acquisitions

 

Stages of raising investment

 

Financial Vs. strategic investment

 

Restrictions imposed by investors

 

Drag-Along and Tag Along rights

 

Right of first refusal and right of first offer

 

Important documents in an investment transaction

 

Shareholders Agreement

 

Dealing with multiple investors

 

Corporate Law Concepts for M&A and Investment Transactions

  • Constitutional documents of the company
  • Shareholding pattern (Current and Fully Diluted)
  • Authorized capital and increase process
  • Process of share issuance
  • Types of securities - Equity, convertible or redeemable preference shares, notes, debentures and warrants

 

Key Interests of an acquirer or investor

  • Dividend payouts
  • Voting and Management
  • Board and Shareholder Powers
  • Transactions between Related Parties
  • Executive Remuneration
  • Change of control

 

Role of lawyers, bankers and compliance professionals

 

Venture Capital and Private Equity Deals

 

Sample documents

Shareholders agreement

Share purchase agreement

Share subscription agreement

FDI in structuring and investment transactions

 

Business structures and sectors in which FDI is permitted

 

Methods of capital contribution by foreign investors

 

Automatic vs. approval routes

 

Approval route in detail

 

FDI and regulatory approvals

 

FDI in corporate groups and calculation of FDI

 

Operational issues pertaining to FDI

 

Pricing guidelines, documentation and other compliance requirements

 

Repatriation of exit proceeds

 

FDI in e-commerce and cross-border acquisitions [Walmart - Flipkart]

 

Convertible note issuance to foreign investors and acquirers

 

Overseas acquisitions by Indian companies: Conditions and financing regulations

 

 

Sample agreements/ documents

Sample convertible note

Sample application for approval, list of documents

Takeover Code and Open Offer Requirements

 

When is the Takeover Code triggered?

 

Rationale behind making ‘open offers’

 

Voluntary, conditional and competing open offers

 

Open offer requirements upon acquisition of shares or control

 

Mechanisms for acquisition of control (without share acquisition)

 

Indirect and creeping acquisition

 

Preparation and publication of open offer

  • Offer size
  • Computation of price
  • Escrow requirements
  • How to obtain situation-based exemptions
  • Time period of the open offer
  • Cash and Stock Consideration

 

Takeover Defenses and their validity

  • Issuance of further shares (poison pill defense)
  • Transfer of undertaking (asset stripping)
  • White knight

 

Private Investment in Public Equity (PIPES) Transactions

 

Role of directors of acquiring and target companies

 

Exemptions from takeover code granted by SEBI

 

Sample documents

Sample open offer document

Step plan for executing an open offer

How to structure a merger

 

Shareholder and lender consents and objections

 

Checklist or step by step to an M&A transaction

 

How to draft a Scheme of Arrangement

 

Securing NCLT approval to an M&A transaction

 

Sample documents

Scheme of Arrangement - Merger

Scheme of Arrangement - Demerger

How to deal with promoter earnouts, promoter exits and non compete fees in acquisitions

 

How to terminate top management

 

Transition and non-compete arrangements with promoters

 

How to handle ESOP Transitions

 

How to lay off employees and labourers pursuant to an M&A transaction

 

Sample agreements

Sample CXO employment agreement with golden handshake and other protective clauses

Sample ESOP plan with acceleration and other clauses

Tax issues in investment and M&A transactions

  • Capital gains impact of exits and sell-offs
  • Startup tax on investments and exemptions
  • International tax structuring - Use of SPVs and tax havens
  • Benefits of carry-forward of loss and depreciation
  • Place of effective management and its relevance

 

Stamp duty on the following:

  • Asset purchase transactions
  • Business transfer agreements
  • Share purchase agreements
  • Court-approved mergers

 

Competition law and M&A

  • Competition law M&A
  • Regulation of combinations by CCI
  • Filing and approval requirements
  • Case study of Jet-Etihad Merger
  • Case Study of Thomas Cook and Sterling Holidays

 

Sectoral regulations in M&A transactions

  • Telecom
  • Insurance
  • RBI - Banking and NBFCs
  • Oil & Gas
  • Aviation

 

Post-transaction compliance and regulatory reporting

Strategic reasons for delisting

 

Delisting methods and procedure

 

How to determine price of delisted shares

 

Escrow process and payment methods

 

Preparation of public announcement and letter of offer

 

How to obtain approvals from stock exchanges

Due diligence for M&A transactions and how it is different from other transactions

 

Limited and exhaustive due diligence

 

Steps in due diligence for M&A transactions

 

How to prepare a requisition list for an acquisition

  • Legal and industry research
  • Knowledge of past transactions
  • Reference to past DRHPs

 

How to conduct the due diligence

  • Research on applicable law
  • Which documents should be requested?
  • Which questions must be asked?
  • How to review documents

 

How to prepare a due diligence report

  • Sections of a due diligence report
  • Presentation skills and techniques
  • What is the role of assumptions?
  • How to write observations?
  • How to suggest action points?

 

Impact of a due diligence report on a transaction

 

Reverse due diligence and how it helps an investee company

 

 

Takeaway

Step by step screencast of a due diligence report

 

 

Sample documents

Sample Requisition List

Sample due diligence report

Investor - Promoter Disputes

 

Investor exit rights and enforceability

 

Negotiated Exits

 

JV dispute resolution and exit mechanisms

Types of credit facilities and issues in loan agreements

 

Key clauses in syndicate finance agreements

 

Strategic benefits of taking foreign loans (i.e. External Commercial Borrowings or ECBs)

 

How to create encumbrance over Indian assets for an ECB

 

Legal validity of prepayment penalties

 

Registration requirements for guarantees and security

 

How to raise finance through debenture issuance

 

Inter-corporate loans

 

 

Sample documents

Single Bank Loan Agreement

APLMA Syndicate Loan Agreement

Share Pledge Agreement

Mortgage Deed

Deed of Hypothecation

Promoter Guarantee & Corporate Guarantee

Networth Certificate

Non-disposal undertaking

Industry Academia Panel

Abhyuday Agarwal

COO and Co-founder, iPleaders

Jimit Shah

Proprietor at JPS Legal

Ketan Mukhija

General Counsel, SREI Group

Ramanuj Mukherjee

CEO and Co-founder, iPleaders

Sameer Jain

Partner at Pamasis Law Chambers

Shivi Agarwal

Partner, Amicus

Suhas Baliga

Principal, Impact Law Ventures

Sunil Agarwal

Senior Tax Partner, AZB Partners, Noida

Binoy Parikh

Chartered Accountant, Katalyst Advisors LLP

Success Stories

Imagine how it would be if you could navigate the usual legal and regulatory mess with ease, and make better decisions as you scale your business or career growth. Regulatory and legal difficulties is a huge hurdle to doing business in India, and very few people have mastery over it. We are inviting you to find out more about how we can add a touch of magic to your growth. Here are some amazing success stories of our students who have taken up our courses.

I did the Intellectual Property Law course from LawSikho in early 2017. I fnished the course 7 months back. The course content was really good. I loved the experience of being able to learn conveniently from the mobile app. I learned a lot of practical things about IP laws that did help me in my work in some situations. I really liked the videos and while reading text can be boring sometimes on the go, watching videos and learning is a pleasant experience and I could learn faster from videos

Namami Mathur

Review Executive at Thomson Reuters

The program has tremendously elevated my writing skills. It has been a very enriching experience. It has completely changed the way I used to write. I learnt that whatever we write needs to be practically relevant. I also learnt that if something needs to be explained in simple language, it must frst be understood in depth. The topics that we were given were very specifc and of a wide variety and this has increased my practical knowledge a lot

Aakritee Raj

Student, New Law College, Bhartiya Vidyapeeth Deemed University (BVDU), Pune

The assistance Abhyuday Agarwal and Ramanuj Mukherjee provided me with and the insight they have shared in our field is invaluable to me. I consider you guys a mentor on both a professional and personal level and I have learned so much while working with you. Thank you for showing me how to stand my ground and have the kind of career that I can be proud of. I count myself lucky for having had your mentorship.

Parth Sarthy Kaushik

Infrastructure and Environmental Disputes Lawyer in Trust Legal

From my perspective, the course will be useful for pre-sales and sales people in technology services business. This course can help them to understand what they are committing to, what are the pros and cons and what things they can give up during a negotiation and how a contract they sign may affect the company. Once they do this course, they can even articulate to their team what is expected by the client much better and ensure that the contract is not violated by the people who are executing the work. In product companies though agreements are standard and not negotiated every time - so maybe the founder can beneft from knowing this but sales people wouldn’t need to know how to negotiate contractual terms.

Anil Kuriakose

Founder of a startup

After doing this course, I got a new perspective about contracts rather than the general understanding we get as law students when we read contract law in college. Understanding the commercial intent of various contracts is crucial to being able to draft a good contract that protect the economic interests of clients. Apart from drafting, I learn practical things like how to execute a contract, complicated stamp duty and jurisdiction related issues.

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Frequently Asked Questions

This Diploma course is certified by LawSikho.com.

All the study materials will be provided on the online learning management system and not in hard copy. No hard copy is required or recommended for these courses. For any hard copy provided by LawSikho for some parts of some of the courses which may be available with LawSikho, check with them by calling on the number provided in this website.

There are no minimum attendance requirements, as the course shall be taught online through a learning management system which allows you to pursue the course at your own pace and convenience.

The course is conducted through an online learning management system, which enables students to access study materials from anywhere in the world at their own time and convenience. All the study material which includes text, videos, drafting exercises, templates and regular tests will be available only within the LMS and can be accessed using your login id for the LMS. The course can also be accessed through state of the art mobile Apps, which makes learning convenient and accessible on a real time basis.
Live sessions are also conducted online – students who miss the session can watch recorded versions. There will also be some online doubt-clearing sessions between students and faculty.

As candidates will be enroling from across India and even abroad, the schedule of every candidate is likely to differ. To accommodate that, the periodic tests will be available on the online portal for a period of time so that you can take them at your convenience. Everyone will be given sufficient opportunity to take the tests.

The online MCQs are executed on the learning management system. You do not need to go to any special centres to take any test or exam. All tests can be taken by logging on to the online learning management system from your home.

Payment for the course may be made by any of the following medium

1. Online payment through Instamojo

2. NEFT Funds transfer

For further details on how to make payment please visit enrolment page or call on 011-331-38901 for help.

The syllabus and course contents for all the courses are reviewed by experts in law firms and the industry at large. The course is conceptualised, co-ordinated and marketed by LawSikho, a venture that aims to make justice accessible to people from all walks of life.

The course is designed keeping in mind that practicing lawyers, entrepreneurs, working professionals and students will be taking up the course. The entire course will be taught online through materials uploaded on our learning management system allowing you to pursue the course at your own pace and convenience.

The course is designed keeping in mind the schedule of practicing lawyers, working professionals, entrepreneurs and fulltime students. The modules are well spread out short periods of time. We don’t guarantee that you will pass the course without putting in reasonable effort or attention but the exact amount of time that you will have to put in will depend on your ability to grasp the material. On an average, spending approximately 1-3 hours per week on the course would be sufficient for most people to comfortably follow the course.

Yes it is possible as what you will learn in this course is completely independent of any other course you have probably pursued or are pursuing. The course is designed keeping in mind that there will be many non-lawyers taking up this course. The content is unique and does not require any prior knowledge except for knowledge of English and basic computer usage skills.

There is an active placement assistance program available to students, which includes CV-writing, career guidance and sharing of relevant job and internship opportunities. We have also started a career clinic for the benefit of the students, students can visit our office in Delhi or can seek career related insights over phone or video chat on pre-designated days. More than 2000 positions have been shared. Our students have been placed in various law firms and other organisations, as full time employees and have obtained multiple opportunities for internships under the programme. However no such internship or placement is guaranteed by LawSikho.

Instalment is not available for any course. For additional assistance, and information, call 011-331-38901.

The course will have periodic online MCQ tests. There may be writing assignments for long term courses. There may be drafting assessment or other assessments which will be assigned online as well. This will vary from course to course. You can call us for course specific information.

You should have completed 10 + 2 from a recognised board. In case of foreign nationals, you must have completed the equivalent of 10 + 2 in India in your respective country.