Introduction to Private Equity for Law Firms

This course is based on the training course designed by the Hong Kong Venture Capital & Private Equity Association for junior industry professionals and has been adapted specially for delivery to law firms. The course is accessible to lawyers and advisers of all seniorities. It is delivered from an industry perspective and gives detailed insight into the private equity industry and the commercial drivers which influence it. It covers topics such as:

• The LP universe, fund structures, fund raising, management and fund dynamics.
• Transaction structuring (including equity, equity instruments, debt), valuation and pricing (including treatment of cash, debt, working capital and assets).
• Completion accounts, locked box and value adjustors.
• Deal protection and risk allocation (including warranties, indemnities and other contract provisions, earn outs).
• Post-investment management, including aligning interests of investors and management, corporate governance and monitoring.
• Exits.

Private Equity Workshops

These workshops are designed for junior and mid-tier lawyers, and senior lawyers with limited knowledge of private equity. The topics covered in the workshops include:

• Preliminary arrangements and agreements, such as co-operation agreement, confidentiality and exclusivity agreement and heads of terms.
• Core documentation, such as subscription/purchase agreement, shareholder/investor rights agreement, registration rights agreement.
• Structuring and financing (such as warrants, convertible instruments, debt term sheet, credit agreement).
• Investor participation, rights and influence.
• Transfer provisions and exit arrangements.

Where possible, we draw on the client’s own standard form documents to aid familiarisation with them.

Joint Venture Workshops

These workshops are designed to introduce junior lawyers to detailed aspects of joint ventures, and to expand the knowledge and experience of mid-tier and more senior lawyers who practice in this area. They can be delivered as standalone modules or as an integrated programme that can be delivered over a period of time. The topics that we cover include:

• Transaction structures, including incorporated and unincorporated structures and other structures for collaboration.
• Detailed review of typical provisions of a joint venture agreement, including participants’ contributions, management, participants’ rights, minority protection, transfer provisions and exit arrangements.

Where possible, we draw on the client’s own standard form documents to aid familiarisation with them.

Mergers & Acquisitions Workshops

These workshops are designed to introduce junior lawyers to detailed aspects of M&A, and to expand the knowledge and experience of mid-tier and more senior lawyers who practice in M&A. They can be delivered as standalone modules or as an integrated programme that can be delivered over a period of time. The topics that we cover include:

• Preliminary arrangements and agreements, such as confidentiality and exclusivity agreements and heads of terms.
• Transaction structures.
• Due diligence, data rooms and disclosure.
• Detailed review of a share sale and purchase agreement.
• Detailed review of a business sale and purchase agreement.
• Cross-border and multiple jurisdiction transactions.
• Auctions.

Individual modules can be tailored to combine with other courses, such as the Negotiation Skills course and the Equity Valuation and Interpretation of Financial Statements courses.