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About the Course on Mergers, Acquisitions and Due Diligence
Job of a Corporate Lawyer is not that of a rob-clad barrister but that of a key advisor to a corporate client which often requires wearing the ‘business hat’ as well. A crisp understanding of the basics of the lifecycle of an M&A deal (including a detailed understanding of transaction documents and due diligence exercise) goes a long way for a law student excelling at an internship and for a corporate lawyer to meet the expectations of the client. The course has been designed to cover almost all key transaction documents in an M&A deal and discuss relevant provisions of company law relevant for any M&A deal.
Eligibility
Law students (including LLM students), graduates, academicians and practitioners.
It is also open to all individuals interested in learning mergers & acquisitions and due diligence.
Course Structure
Class 1: Life Cycle of an M&A Deal
- Execution of a term sheet
- Relevance of a term sheet
- Binding vs non-binding term sheet
- Due Diligence
- Relevance of Due Diligence
- Types of Due Diligence
- Transaction documents in an M&A deal
- Share Purchase Agreement and Share Subscription Agreement
- Shareholders’ Agreement
- Business Transfer Agreement
- Asset Transfer Agreement
- Scheme of Arrangement
Class 2: Due Diligence
- Various chapters of a due diligence report
- Documents to be reviewed in a due diligence report
Class 3: Key provisions under the Companies Act, 2013
- Preferential issuance related provisions
- Share transfer related provisions
- Merger related provisions
- Concept of deemed public company
Class 4: Share Purchase Agreement & Share Subscription Agreement
- Relevance of a Share Purchase Agreement
- Key clauses in a Share Purchase Agreement
- Relevance of a Share Subscription Agreement
- Key clauses in a Share Subscription Agreement
Class 5: Shareholders’ Agreement & Business Transfer vs. Asset Transfer Agreement
- Relevance of a Shareholders’ Agreement
- Key clauses in a Shareholders’ Agreement
- Relevance of Business Transfer Agreement and Asset Transfer Agreement
- Key clauses in a Business Transfer Agreement and Asset Transfer Agreement
- Key difference between the two
Class 6: Negotiation of Transaction Documents in an M&A deal
- Do and Don’ts
- Standard asks depending on the side you are acting for
Class 7: Scheme of Arrangement
- Different types of schemes
- Key clauses in a scheme
Class 8: Key SEBI Regulations for listed companies
- SEBI Takeover Code
- SEBI LODR
- SEBI ICDR
Class 9: FEMA Regime for cross border M&A deals
- Brief overview of key regulations including FEMA Non-Debt rules, ODI regulations
- Key concepts including pricing guidelines, mandatory filing requirements
- FDI Policy & Press Note 3
- Sectors under automatic vs. government route
- Impact of PN3 on purchase of existing shares
- RBI Compounding Process
- When and how to regularize past FEMA breaches
- Practical steps, timelines and fees
Faculties
- Arindam Basu, Partner, Luthra & Luthra Law Offices
- Sreetama Sen, Partner, Cyril Amarchand Mangaldas
- Akshay Pathak, Principal Associate, Khaitan & Co.
- Nooreen Haider, Principal Associate, Cyril Amarchand Mangaldas
Duration
Course Duration: 6 Weeks, starting June 21
Classes will be held only on weekends (10 AM to 11 AM). Recordings will be given from missed sessions.
Perks
- Weekend sessions with fixed timings
- Live and interactive sessions with doubt-clearing options
- Learn from the top industry experts
- A certificate on completion of the course to show your expertise
- Get access to recorded video lectures
- Practical assignments
Last Date of Enrolment
June 20
Course Fees
Rs 5999