Mergers & Acquisitions

Course Curriculum

Chapter 1: Masterclass Info & Instructions

Lecture 1: Masterclass Info

Chapter 2: Module I | Introduction: Mergers & Acquisitions

Lecture 1: Concept: Mergers & Acquisitions

Lecture 2: Reading – Concept: M&A

Lecture 3: M&A as an Exit Strategy

Lecture 4: Overview: Regulatory Framework

Lecture 5: Transaction Structures: M&A

Lecture 6: M&A in India

Lecture 7: Cross-Border Acquisitions

Lecture 8: Q. Difference between friendly and hostile takeover?

Lecture 9: Q. Key risk associated in a M&A Transaction?

Chapter 3: Transaction Cycle: Mergers and Acquisitions

Lecture 1: Overview of Mergers and Acquisitions Process and Steps

Lecture 2: Transaction Cycle – Case Study – Facts

Lecture 3: Stage I | Preliminary Documents

Lecture 4: Stage II | Signing of Non-disclosure Agreement

Lecture 5: Stage III | Preliminary Due Diligence and Term Sheet

Lecture 6: Stage IV | Due Diligence

Lecture 7: Case Study – Due Diligence

Lecture 8: Due Diligence in Merger and Acquisition

Lecture 9: Stage V: Documentation

Lecture 10: Stage VI | Fulfillments of Conditions Precedents; Consents and Regulatory Approv

Lecture 11: Stage VII | Transaction Closure

Lecture 12: Signing and closing of Merger and Acquisition

Lecture 13: Q. Are exclusivity agreement time bound?

Lecture 14: Q. Can a Mergers and Acquisitions transaction be terminated/ cancelled post docu

Lecture 15: Q. At what stage does the company seek the regulatory approval during the Merger

Lecture 16: Q. Impact of COVID-19 on Mergers and Acquisitions transaction

Lecture 17: Q. Difference in Mergers and Acquisitions Process when the companies involved ar

Lecture 18: Q. Role of CA / CS in the Mergers and Acquisitions Transaction

Chapter 4: Documentation in Mergers and Acquisitions

Lecture 1: Overview: Key Documents in a Mergers and Acquisitions Transaction

Lecture 2: Preliminary Documents

Lecture 3: Structure and Drafting of Term Sheet- Acquisition

Lecture 4: Structure and Drafting of Confidentiality Agreement – M&A

Lecture 5: Structure and Drafting of Exclusivity agreement- share purchase transaction

Lecture 6: Main Documents

Lecture 7: Key Clauses of a SPA/SHA – Signing; CPs; Standstill; and Closing

Lecture 8: Key Clauses of a SPA/SHA – Closing and Post-closing Obligations

Lecture 9: Key Clauses of SPA/ SHA – Representation and Warranties

Lecture 10: Key Clauses of SPA/ SHA – Disclosure; and Indemnification

Lecture 11: Key Clauses of SPA/ SSA – Termination; Governing Law and Disputes; and Stamp Dut

Lecture 12: Template: Share Purchase Agreement (SPA)

Lecture 13: Key Clauses of SHA – Governance; and Restrictions on transfer of shares

Lecture 14: Key Clauses of SHA – Exit rights

Lecture 15: Template: Shareholders Agreement: Cross-border

Lecture 16: Q. What are Private Equity Investors?

Lecture 17: Q. Consequences of failure to attain consent from lender or counter party at CP

Lecture 18: Q. Impact of ongoing litigations against shareholders (not target company)

Lecture 19: Q. Verification of Representation and Warranties via Due Diligence

Lecture 20: Q. Remedies available to the buyer in case of misrepresentation by seller (excep

Lecture 21: Q. Relevance of de minimis clause if the basket threshold is not reached?

Lecture 22: Q. Valuation of ROFO/ ROFR

Lecture 23: Q. Factors on which Stamp Duty will depend on in case of SHA