Mergers & Acquisitions

Name: Mergers & Acquisitions
Rating: 4.2 (32 reviews)

Comprehensive learning on the Mergers and Acquisitions Transaction.

Created bySkillxPro Edu

Last updated 3/2024

English

What you'll learn

Nuances of each stage of Mergers and Acquisition Transaction
Understanding the role of lawyers during the transaction
Drafting of critical documents involved in the MnA transaction
Negotiation and closing the transaction

Course content

4 sections • 51 lectures • 2h 57m total length

Masterclass Info

Concept: Mergers & Acquisitions6:01
Distinguish mergers from acquisitions, explore their structures and types (including share acquisitions and slump sales), and illustrate with real-world cases like Lakshmi Vilas Bank–DBS and Vodafone Idea.
Reading - Concept: M&A
M&A as an Exit Strategy
Overview: Regulatory Framework6:43
Navigate the regulatory framework for mergers and acquisitions, including the Companies Act, Indian Contract Act, competition law, foreign exchange management, income tax, Sebi takeover code, and sector-specific regulations.
Transaction Structures: M&A5:52
M&A in India
Cross-Border Acquisitions
Q. Difference between friendly and hostile takeover?2:03
Q. Key risk associated in a M&A Transaction?1:05

Overview of Mergers and Acquisitions Process and Steps
Transaction Cycle - Case Study - Facts2:44
This case study traces the life cycle of a typical M&A transaction, showing Walmart’s bid to acquire Typekit’s e-commerce business amid assets and lawsuits.
Stage I | Preliminary Documents2:43
Stage II | Signing of Non-disclosure Agreement6:08
Stage III | Preliminary Due Diligence and Term Sheet11:48
Stage IV | Due Diligence18:44
Case Study – Due Diligence8:49
Due Diligence in Merger and Acquisition
Stage V: Documentation3:13
Translate diligence findings into documentation using the appropriate agreements (share purchase, share subscription, asset transfer, or the scheme of amalgamation) and link them to KPIs, CSWs, reps, warranties, and indemnities.
Stage VI | Fulfillments of Conditions Precedents; Consents and Regulatory Approv3:17
Stage VII | Transaction Closure3:22
Signing and closing of Merger and Acquisition3:22
Coordinate the closing by ensuring money remittance, share and asset transfers, and board and director handovers occur on the completion date, with all closing conditions fulfilled.
Q. Are exclusivity agreement time bound?0:56
Q. Can a Mergers and Acquisitions transaction be terminated/ cancelled post docu1:22
Discover how mergers and acquisitions contracts govern cancellation, requiring substantial reasons, and how material adverse effects can justify walking away after a fundamental shift.
Q. At what stage does the company seek the regulatory approval during the Merger0:55
Q. Impact of COVID-19 on Mergers and Acquisitions transaction1:45
Q. Difference in Mergers and Acquisitions Process when the companies involved ar1:31
Q. Role of CA / CS in the Mergers and Acquisitions Transaction1:58

Overview: Key Documents in a Mergers and Acquisitions Transaction5:27
Preliminary Documents
Structure and Drafting of Term Sheet- Acquisition
Structure and Drafting of Confidentiality Agreement - M&A
Structure and Drafting of Exclusivity agreement- share purchase transaction
Main Documents
Key Clauses of a SPA/SHA – Signing; CPs; Standstill; and Closing5:24
Explore key share purchase agreement and share subscription agreement clauses, including NDA, exclusivity, term sheets, and closing; compare SBA vs SSA and understand shareholder agreements and investor rights.
Key Clauses of a SPA/SHA – Closing and Post-closing Obligations6:26
Key Clauses of SPA/ SHA – Representation and Warranties7:26
Key Clauses of SPA/ SHA – Disclosure; and Indemnification21:50
Key Clauses of SPA/ SSA – Termination; Governing Law and Disputes; and Stamp Dut4:54
Template: Share Purchase Agreement (SPA)
Key Clauses of SHA – Governance; and Restrictions on transfer of shares9:08
Key Clauses of SHA – Exit rights6:28
Template: Shareholders Agreement: Cross-border
Q. What are Private Equity Investors?2:24
Q. Consequences of failure to attain consent from lender or counter party at CP1:16
Q. Impact of ongoing litigations against shareholders (not target company)1:51
Q. Verification of Representation and Warranties via Due Diligence3:05
Q. Remedies available to the buyer in case of misrepresentation by seller (excep2:05
Q. Relevance of de minimis clause if the basket threshold is not reached?1:27
Q. Valuation of ROFO/ ROFR1:47
Describe ROFO/ROFR valuation processes, noting no statutory guidelines; professionals analyze balance sheets and cash flows to set a price, such as 100 crores for 20%, with counterparty matching the bid.
Q. Factors on which Stamp Duty will depend on in case of SHA1:51

Requirements

No prior experience required

Description

The objective of this program is to provide training and practical understanding of managing Mergers & Acquisitions transactions. This course will help participants to improve their practical and commercial understanding and professional skills required in the M&A career.

Overview

The masterclass curriculum includes a detailed understanding of the complete M&A lifecycle - signing of preliminary documents, negotiations and drafting, CP, CS, Closing, post-integration processes from the seller as well as buyer perspectives, etc.

Upon completion of this course, participants will have a clear understanding of the critical processes, challenges, and issues faced in each stage of the transaction cycle and provide an explanation on how to analyze and negotiate and close the M&A transactions. A case study discussion included in this program detailing the complete process of M&A investments will provide participants with more practical and relatable knowledge.

SkillxPro

SkillxPro is created with a laser focused mission to reduce the skill gap between the academia and the industry. Our skill development courses are original content and curriculum curated and delivered by Industry experts keeping the industry needs as the key focus. The learners can earn verified skills on our platform to progress in their careers and land the jobs they aspire for.

As an organization we consider below our major stakeholders/partners thus our mission statements are:

LEARNERS Every action and decision should be made keeping the learner a key stakeholder.

INSTRUCTORS Our instructors are the most important partners hence Industry Leaders/Experts with proven mettle shall be chosen as our instructors.

RECRUITERS Simplify the recruitment process and create long term value for the recruiters.

Who this course is for:

Lawyer
In-house Counsel
Corporate

Mergers & Acquisitions

What you'll learn

Explore related topics

Course content

Masterclass Info & Instructions1 lecture0

Module I | Introduction: Mergers & Acquisitions9 lectures • 22min

Transaction Cycle: Mergers and Acquisitions18 lectures • 1hr 13min

Documentation in Mergers and Acquisitions23 lectures • 1hr 23min

Requirements

Description

Who this course is for: