ICC Institute Masterclass on International Contracts

ICC Institute Masterclass on International Contracts

Event Description

This three day training on negotiating and drafting M&A contracts will include practical application of a mock case in small working groups and will evolve around specific topics such as:

  • Condition precedents
  • Representations and warranties
  • Forms of Buyer and Seller protection
  • Limitations of Liability

Who should attend?

  • Legal directors and corporate counsel from companies involved in international trade
  • Practising lawyers
  • Legal practitioners advising international trading companies
  • Business people involved in international trade and dispute resolution
  • Lawyers, corporate counsel and business people who may be involved in M&A activity
Event Schedule

Day 1 – Wednesday 4 December 2019

09:00 – 09:30 
Registration 

09:30 – 09:40
Welcome address and introduction of the ICC Institute of World Business Law 

09:40 – 09:45
Logistical information on the training

09:45 – 10:30
Presentation of the training and its methodology and of the mock case

10:30 – 11:15
General process of M&A
This session will give an overview of M&A transactions: timeline, stakeholders, types of deals, main elements such as deal process, purchase agreement provisions, NDA (non-disclosure agreement), letter of intent, data room, due diligence report, etc.

11:15 – 11:30
Q&A

11:30 – 11:45
Coffee break 

11:45 – 12:15
Economical approach to a M&A deal
The acquisition agreement provisions relating to the purchase price and its adjustment (or not) are some of the most complex and heavily negotiated provisions. Main purchase price provisions include Locked Box (no adjustment) and Completion Accounts (adjustment).

12:15 – 12:30
Q&A

12:30 – 12:50
Conditions precedent
In most deals, the closing of an M&A transition will only occur if certain conditions are met by the time of the closing. These conditions are fact specific and often differ from one deal to another. There could be many of them, such as: the approval of competition law authorities or other governmental agencies, give off certain activities by the target company, requirement of employment contracts for key employees or other HR issues, consent of or notice to third parties, etc. This session will address the main challenges with regard to the negotiation of these conditions.

12:50 – 13:00
Q&A

13:00 – 14:30
Lunch 

14:30 – 18:00
Mock case – Negotiation on Conditions precedent

14:30 – 15:45
Preparation of the negotiation

15:45 – 17:30
Negotiation of the issues

17:30 – 18:00
Plenary Session

Day 2 – Thursday 5 December 2019

09:30 – 09:50
Representations and warranties
Representations and warranties are statements of past or present facts about the target company and the seller which the buyer relies on in agreeing to the acquisition. The panelist will focus on their objectives, the many topics one sees covered by reps and warranties, their qualifications such as materiality, and rep and warranty insurance

09:50 – 10:00
Q&A

10:00 – 13:00
Mock case – Negotiation on Representations and warranties

10:00 – 10:45
Preparation of the negotiation

10:45 – 12:30
Negotiation of the issues

12:30 – 13:00
Plenary Session

13:00 – 14:30
Lunch

14:30 – 15:00
Buyer protection
This session will cover the various ways that buyers have at their disposal to be protected in an M&A transaction such as company guarantee, bank guarantee, or escrow or retention of the purchase price

15:00 – 18:00
Mock case – Negotiation on buyer protection 

15:00 – 15:45
Preparation of the negotiation

15:45 – 17:30
Negotiation of the issues

17:30 – 18:00
Plenary Session

Day 3 – Friday 6 December 2019

09:30 – 10:00
Limitation of liability
Sellers also have ways to protect themselves like caps, thresholds, time periods, claim process, seller exclusions etc. This session will highlight how sellers and buyers address risk through these elements.

10:00 – 13:00
Mock case – negotiation on limitation of liability

10:00 – 10:45
Preparation of the negotiation

10:45 – 12:30
Negotiation of the issues

12:30 – 13:00
Plenary Session

13:00 – 14:30
Lunch 

14:30 – 15:00
Other relevant issues, including integration and post closing claims

15:00 – 15:15
Q&A

15:15 – 15:45
Working groups – Preparation by buyers of final pitch to seller

15:45 – 16:00
Coffee break

16:00 – 17:15
Mock case – Final pitch by each buyer. Seller’s choice of the winning buyer.

17:15 – 17:30
Concluding remarks 

Event Information

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Dec 04, 2019

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International Chamber of Commerce Headquarters 33-43 avenue du Président Wilson 75116 Paris

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330149532828

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