Private Company Acquisition and Sale: Structure, Strategy, and Risk Management
5 DaysPrivate Company Acquisition and Sale: Structure, Strategy, and Risk Management
Course Methodology
This five-day course uses a highly interactive, practice-focused approach. Participants will engage in group discussions, individual tasks, and team-based drafting exercises designed to reinforce each learning objective. Throughout the course, the facilitator will work closely with participants, guiding them through real examples, practical scenarios, and continuous hands-on activities. Group discussions are encouraged throughout, ensuring an open, collaborative learning environment where participants can test ideas, ask questions, and apply new skills immediately.
Course Objectives
By the end of the course, participants will be able to:
- Structure private company acquisition transactions effectively and strategically
- Distinguish between share and asset sales, and assess their commercial implications
- Identify and evaluate transaction risks through due diligence processes
- Interpret and negotiate key provisions in a Sale and Purchase Agreement (SPA)
- Allocate risk through warranties, indemnities, and liability limitations
- Manage completion mechanics and post completion risk in private transactions
Target Audience
This course is ideal for lawyers in private practice and in-house counsel, as well as corporate advisers, finance professionals, and senior executives involved in private company transactions. The course is designed for those engaged in structuring, negotiating, or overseeing deals. It is particularly valuable for participants seeking a practical understanding of transaction dynamics, risk allocation, and key documentation.
Target Competencies
- Transaction structuring
- Risk allocation
- Document negotiation
- Commercial evaluation
- Deal execution
Course Outline
- Transaction Structures and Strategic Planning
- Share sale structure
- Asset sale structures
- Heads of terms
- Confidentiality agreements
- Exclusivity agreements
- Commercial and tax considerations
- Identifying initial transaction risks
- Selecting the appropriate deal structure for a proposed acquisition scenario
- Due Diligence and Risk Identification
- Legal due diligence
- Financial due diligence
- Commercial due diligence
- Operational due diligence
- Intellectual Property due diligence
- Cultural due diligence
- Liabilities and regulatory risk
- Identifying key red flags from a due diligence summary
- The Sale and Purchase Agreement (SPA)
- Purchase price mechanisms
- Warranties
- Indemnities
- Covenants
- Representations
- Condition precedent
- Limitation of liability
- Negotiating key warranties and liability clauses
- Completion and Post Completion Matters
- Completion mechanics
- Completion deliverables
- Escrow arrangements
- Retention arrangements
- Disclosure letters
- Disclosure process and limitations
- Post completion covenants
- Resolving a price adjustment dispute
- Negotiation Strategy and Transaction Simulation
- Buyer priorities
- Seller priorities
- Earn-outs
- Deferred consideration
- Strategic risk allocation
- Managing trade-offs in negotiation
- Strategic risk allocation
- Structured negotiation of key commercial terms in a private company sale
Mawred Certificate
Mawred Certificate courses by Al mawred Training & Consulting are designed for those willing to challenge themselves and go the extra distance...
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Classroom Schedule
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