This article is written by Ramanuj Mukherjee, CEO, LawSikho.

2018 was a blockbuster year in terms of M&A activity in India. Deals amounting to more than 104.5 billion took place in 2018 (see here). Some big ticket acquisitions of 2018 were Walmart Inc.’s $16 billion acquisition of Flipkart, UltraTech Cement Ltd’s acquisition of Binani Cement, and Hindustan Unilever (HUL)’s acquisition of iconic health drink brands of GlaxoSmithKline Consumer Healthcare Ltd. (see here)

Industry experts have estimated that deals will cross the 100 billion mark in 2019. M&A deals are on a rise in the domestic and global market. Being an M&A lawyer is definitely cool – you get cited in newspapers, deal watch websites like LegallyIndia and get recognized in global legal practice magazines.  

Open the financial newspapers – you will see headlines about companies being bought or sold, listed companies being taken private, startups raising investments in million dollars and banks pooling together capital to give loans worth thousands of crores.

M&A, banking and investment law is glamourized by TV series like Suits, where M&A lawyers like Harvey Specter and Mike Ross and banking lawyers like Louis Litt face it off for high stakes corporate battles.

What is it about M&A and finance transactions that creates so much value for clients? Well, M&A, raising equity investment and institutional finance (from banks, NBFCs, and investors) are some of the key methods of business expansion. Businesses are willing to pay lawyers well for legal work that enables them to expand commercially.

M&A, investment and finance transactions are the bread-and-butter of corporate law firms. Even companies that are going to get into M&A activities hire M&A and investment lawyers. Successful M&A and finance lawyers who can make difficult transactions happen smoothly are paid handsomely and become part of news-making deals.

How can you be sought out as a professional who provides that kind of value to your clients?

Lawyers play a major role in M&A transactions around the world. From simple acquisitions where there is a slump sale of assets to complex multi-party cross border M&As, there are very different scenarios, and lawyers have to navigate a multitude of issues from negotiating with regulatory bodies to making sure each parties interests are taken care of.

We have a great course that will help enable you to understand different methods to accomplish an M&A, investment or banking transactions, strategically select an optimal method as per the situation, execute it and handle issues on the way.

There are a few very important aspects to learn. These are basically deal structuring, due diligence, documentation (term sheet and definitive agreements) and negotiation, and compliance. We focus on all these key areas in our course.

You will be comfortable with amalgamations, takeovers, slump sales, leveraged acquisitions, de-mergers, and delisting. You will be able to handle cross-border aspects of M&A transactions, FDI, outbound and inbound investments. You will be clear with technical terms around securities law – convertible notes, OCDs, CCDs, OCDs, CCPS, OCPS, etc. Moreover, tax, employment, and regulatory issues are also addressed, so that you have a comprehensive view of M&A deals.

A similar approach is followed with respect to institutional finance transactions (loans, syndicated loans, and other credit facilities), which are critical for raising debt to run and expand business operations. The course has a significant focus on security documentation as well (share pledges, guarantees, mortgage deed, hypothecation, and non-disposal undertaking) since high-value loans are often given only upon obtaining adequate security.

You will also have access to sample drafts and templates of these documents and screencasts providing clause-by-clause explanations. This adds clarity to what real-life transaction documents look like and how they are drafted.

A huge part of your work to execute transactions comprises of undertaking a due diligence exercise, which requires you to have a much wider set of skills, apart from knowledge of M&A and financial laws. This course enables you to develop your expertise through the different stages of due diligence and provides step-by-step training in conducting a due diligence exercise and writing a due diligence report.

What is unique about the course?

• It is not a mere theoretical study, but hands-on practical lessons where you will have to draft a lot of documents.
• The course is tough and intensive, you will not be awarded the certificate unless you complete all the exercises. You have to spend 8-10 hours per week on this course.
• You will get personal attention and coaching from the trainer, and get individual feedback on the quality of work you produce
• You will be writing an article every month and with our guidance publish the same either on iPleaders blog or various other industry publications
• We will provide you a free course on professional networking, CV writing, and interview skills so that you can easily find jobs.
• Those who perform well in class will be recommended to top law firms for internships and jobs. If you do not need such help, let us know in what another way we can help you.
• After completing the course, you will be able to perform various tasks that fall in the domain of corporate transactional law and be at ease with different aspects of corporate transactions, whether you work in banking & finance, M&A, Private Equity or Venture Capital.
• We also recommend this course to other professionals like bankers, accountants, finance professionals, who can immensely benefit from this knowledge.

Who should take up this course

• Bankers and officers in banks and NBFCs responsible for business decisions
• Lawyers looking to specialize in M&A, Banking and Investment Law
• Lawyers looking to build a corporate transactional practice
• Law students looking to work in corporate law firms or big 4 consultancy firms
• Law students looking to work in banks
• Lawyers working for technology and e-commerce companies with regular M&A activities (Google, Facebook, Amazon, Uber etc.)
• Entrepreneurs and directors who want to master the legal aspect of raising capital

Course Syllabus

MODULE #1 M&A TRANSACTION STRUCTURES AND M&A CONCEPTS

MODULE #2 SHARE ACQUISITIONS AND INVESTMENT TRANSACTIONS

MODULE #3 FDI AND CROSS-BORDER M&A TRANSACTIONS

MODULE #4 PUBLIC COMPANY M&A: TAKEOVER CODE

MODULE #5 COURT-APPROVED M&AS AND DEMERGERS

MODULE #6 EMPLOYMENT ISSUES IN M&A TRANSACTIONS

MODULE #7 REGULATORY AND TAX ISSUES IN M&A TRANSACTIONS

MODULE #8 DELISTING

MODULE #9 DUE DILIGENCE: THE ESSENTIAL PRECURSOR TO AN M&A TRANSACTION

MODULE #10 DISPUTES AND EXIT

MODULE #11 INSTITUTIONAL AND DEBT FINANCE

List of weekly exercises

• Exercise on a suitable method for transfer (deal structuring)

• Exercise on drafting a share purchase agreement

• Exercise on board composition pursuant to investment

• Exercise on foreign direct investment

• Corporate Law Concepts for M&A transactions

• Writing Assignment No.1 (Individual topics assigned)

• Exercise on investors interests and shareholders’ agreement

• Exercise on drafting a joint venture agreement

• Exercise on different aspects of foreign direct investment

• Exercise on FDI in e-commerce

• Exercise on acquihire transaction

• Exercise on drafting clauses of a letter of offer

• Writing Assignment No.2 (Individual topics assigned)

• Exercise on competing offers

• Exercise on seeking exemption from takeover code

• Exercise on drafting clauses of the scheme of arrangement

• Writing Assignment No.3 (Individual topics assigned)

• Exercise on top management termination after merger

• Exercise on tax aspects of investment transactions

• Exercise on taxation of investment in a joint venture in India by a foreign company

• Writing Assignment No.4 (Individual topics assigned)

• Exercise on the preparation of a requisition list and review of documents

• Exercise on presentation in due diligence report

• Exercise on Delisting and minimum public shareholding

• Exercise on investor exits

• Exercise on choosing an appropriate method of debt finance

• Exercise on drafting clauses in loan agreements

• Writing Assignment – 5

• Exercise on External Commercial Borrowings

• Exercise on drafting clauses of the share pledge agreement

• Exercise on drafting clauses of Corporate Guarantee

• Writing Assignment -6

• Exercise on drafting business transfer agreement

• Exercise on slump sale

• Exercise on acquisition financing

• Exercise on private placement and private investment in public equity transactions

• Writing Assignment- 7

• Exercise on escrow account and settlement under takeover code

• Exercise on JV / WOS abroad

• Exercise on the acquisition of control without share acquisition

• Exercise for complaint about the delay in receipt of consideration pursuant to open offer

• Writing Assignment- 8

• Exercise on drafting a petition to be filed before NCLT

• Exercise on drafting a notice to be filed before CCI

• Exercise on intercorporate transactions

• Exercise on stamp duty in M&A

• Writing Assignment -9

• Exercise on finding out sectoral regulations applicable for M&A transactions

• Exercise on hostile takeover and response by target company in keeping with obligations

• Exercise on tax benefits in carrying forward of loss and depreciation

• Exercise on conditional open offer and timelines of the open offer

• Writing Assignment 10

Admissions now open, go through the list of exercises in the link to understand what we think are the most critical skills and tasks you need to learn to perform.

Course Fees: Rs. 23,600

Duration: 1 year

Batch Starting date: 15th March 2019

To enroll for the course, click here