Thursday 24th March 2022
Welcome, Self-introductions and Program Overview
05:30 PM –
Welcome Cocktails Followed by Dinner
07:00 PM –
Friday 25th March 2022
This session will address the key conceptual differences of transaction types and practices in various regions of the world, including recent M&A trends and specific techniques utilized in transactions in various jurisdictions.
09:00 AM – 09:45 AM
Introduction to the Case Study and Discussion of Heads of Terms
09:45 AM – 10:45 AM
10:45 AM – 11:00 AM
The teams meet their client to give feedback on the proposed transaction and discuss the legal and commercial issues identified in the heads of terms.
11:00 AM – 12:00 PM
Regroup - Team Meeting
12:00 PM – 12:15 PM
Each team (buy-side and sell-side) will be supplied with a list of due diligence items that have been disclosed or uncovered in the run-up to signing of the proposed transaction for consideration. The teams will analyze the Iist of due diligence items to determine the significance of, and identify proposed solutions for, each item to present to their client.
12:15 PM – 01:15 PM
01:15 PM – 02:15 PM
Each team meets with their client to discuss the due diligence issues identified and proposed solutions, as well as the impact on the overall transaction plan. The client will give feedback and provide further instructions ahead of the team meeting their counterparts.
02:15 PM – 03:15 PM
Preparation for Meeting With Counterparts
03:15 PM – 03:45 PM
03:45 PM – 04:00 PM
The purpose of the meeting is for the teams to (a) discuss the transaction plan and how to address the due diligence items in the transaction (whether through structure, adjustments to purchase price or contractual obligations such as warranties, indemnities, retentions from price, etc.), and (b) where there are agreed mutually beneficial ways of resolving differences, these should be agreed and the agreement should be recorded. Differences which emerge at this meeting and which raise fundamental commercial issues requiring client instructions also need to be captured, in bullet points, with a summary of the reasons why an agreement could not readily be reached between lawyers.
04:00 PM – 05:30 PM
Cocktail Reception and Dinner
08:00 PM –
Saturday 26th March 2022
Each group will reconvene separately with their client to discuss any adjustments that need to be made to successfully meet their objectives for the transaction.
09:00 AM – 09:30 AM
Second Meeting with Counterparts
09:30 AM – 10:30 AM
10:30 AM – 10:45 AM
10:45 AM – 11:00 AM
Returning to the meeting with the counterparties, participants will resume negotiations and come to an agreement. Each pair of teams should record the terms of each agreement (or the reason for a failure to agree) on a flip-chart, as each group will be asked to report back in the plenary session to follow.
11:00 AM – 11:45 AM
Participants will be expected to report briefly, clearly and reflectively on outcomes, learning points and any striking differences in cross-border practice which have emerged, including the prioritization of due diligence issues and proposed solutions. After each pair of teams has presented, the faculty members assigned to the teams will give feedback on the agreement reached in light of best practices and techniques for negotiating aspects of a cross-border transaction.
11:45 AM – 01:00 PM
01:00 PM – 02:00 PM
The faculty will wrap-up the session by offering a summary of what solutions to the particular case study might look like and sharing key takeaways with the participants. Each of the participants will also be given a handout of these takeaways.
02:00 PM – 03:00 PM
This interactive session will address the market environment and how associates can contribute effectively to developing business in the M&A space.
03:00 PM – 04:00 PM
06:00 PM –