Easy Office

  Managing M&A Deal Making During COVID-19



About the programme

Merger and Acquisition (M&A) can lead to unprecedented success by helping companies discover tremendous growth opportunities and achieve unmet business potential. However, not all M&A deals end up with positive results, some may even fail miserably.

M&A deals won't be successful unless they are backed with well thought-out strategies and are properly managed and executed. The success of any M&A deal mainly depends on sound negotiation, robust structuring and precise documentation skills of the parties involved.

The M&A workshop will empower the participants with actionable skills that can be immediately put into practice. It will enable them to understand the technicalities involved in successful deal negotiations, and learn the necessary know-how of proper deal structuring to maximise returns and draft unambiguous deal documentation to avoid possible pitfalls.

Who should attend

  • MDs, CEOs, CXOs, Senior Management Executives
  • CFOs & Senior Finance Executives
  • Directors of Strategic Planning
  • Senior Executives of M&A Team
  • Legal Heads & In-house Counsels
  • Private Investors (PEs, VCs)
  • Investment Bankers
  • Valuation Professionals
  • Chartered Accountants
  • Senior Officials of Banks, FIs and FIIs
  • Partners & Senior Officials of Law Firms
  • Business Consultants & Analysts

What you will learn

  • Get the inside track and experienced know-how of M&A deal making
  • Learn key principles of effective M&A deal negotiation through case studies
  • Understand the role & responsibility of key executives (CFO, Legal Head) in deal making
  • Comprehend M&A deal documentation processes
  • Master structural elements of a deal and how to maximise the return
  • Acquire technicalities of due diligence and valuation
  • Know critical tax consideration in M&A deals

Agenda

09:00 AM - 10:00 AM
Techniques of M&A Deal Negotiation (Under the Current Environment - Challenge or Opportunity?)

  • Preparing for M&A Deal Negotiation
  • Key Motives of the M&A Deal – Price isn’t everything
  • Vexatious Tax Issues Relating to M&A
  • Specific considerations on the M&A front under the COVID-19 crises.
  • Recent Regulatory Changes Affecting M&A Transactions
  • Role of Key Executives in Deal Making – CFOs, Legal Heads

10:15 AM - 11:45 AM
Legal Issues and M&A Deal Documentation Process

M&A Deals- Legal Issues and Considerationsl Documentation 

  • Why acquire or be acquired? Reason for the Deal?
  • Term Sheets and NDA, time frames
  • Bidding process ( for Seller).
  • Due diligence, data room, confidential information
  • AML issues- identity of buyer, source of funds etc.
  • Competition, anti-trust considerations
  • Required agreements ( SPA, employment, shareholder, management services etc..)
  • Key managers and employee issues, collective agreement, continuity of employment
  • Change of control (COC)  impact on target (eg leases, bank loans, suppliers, customers, IP licences etc..)
  • Signing and completion issues

M&A Deal Documentation

  • Structure of a Sale and Purchase Agreement
  • Assets vs. share purchase
  • Representations & warranties- limitations,clawbacks, escrow
  • Disclosures, Covenants & Indemnities
  • Conditions Precedent and Subsequent
  • Price and payment structures, earn-outs,  use of cryptocurrencies
  • Force Majeure, pandemics and other relevant matters

12:00 PM - 01:00 PM
M&A Price Adjustment Mechanism

Presenter: Mr. Christopher KE Tan Partner, Deals Accounting Advisory, Valuations and SPA, PwC Singapore

  • Locked Box Mechanism
  • Completion Accounts Mechanism
  • Pros/Cons and key issues – for both Locked Box & Completion Accounts Mechanism
  • Adjustments for working capital & capex
  • Case studies and pitfalls to avoid
  • Significance of accounting policies in SPAs and impact on pricing

02:00 PM - 03:00 PM
Tax Consideration in M&A Deals

Presenter: Mr. Darryl Kinneally Partner, Transaction Tax, Ernst & Young - Singapore

  • Tax Considerations in M&A Transactions
  • Tax Issues in Cross Border M&A Deals
  • Capital Gain Tax – Timing & Valuation
  • Other Vexatious Tax Issues Relating to M&A
  • Recent Regulatory Changes Affecting M&A Transactions

08:30 AM - 09:00 AM
Impact of COVID-19 in M&A Ecosystem

  • What is the current impact of COVID- 19 in M&A
  • What will the future plan post-recovery?
  • Know the allocation on the risk involved in M&A
  • Need for Restructuring

Click here to know more in details

Event from : 29 July 2020
Event to : 29 July 2020
Events Venue : Online

Submitted By :

Facebook Twitter LinkedIn Email More