This one-day course is aimed at fee earners, who have developed some legal technical knowledge in private acquisitions transactions, and are looking to refresh their understanding and improve their drafting skills in the context of their day-to-day roles.
The course looks at the drafting of share sale and purchase agreements (SPAs) and related transactional documents from the point of view of both parties. It will enhance your understanding of the overall transaction structure, the purpose of the key provisions of the SPA and the effect that amendments can have.
The course also encourages you to develop your drafting skills in context, to enable you to confidently produce more effective and robust agreements for your clients.
This course is suitable for trainee and qualified solicitors from 0-2 years PQE, who wish to refresh their knowledge, improve their drafting skills in the context of SPAs or are moving into a new practice area.
- Learn the purpose of the key provisions of the SPA and related transaction documents and the effect that amendments can have on your client’s position
- Appreciate the function of Warranties and Indemnities and gain an understanding of the differing approaches of the seller and buyer in negotiating the terms of the warranties in the acquisition agreement
- Improve your delivery of commercially relevant and client-focused advice
- Increase confidence in your overall ability to draft effective acquisition related agreements on behalf of your clients.
TBC: Please contact us for future course dates
The course is primarily workshop-based, involving a range of drafting exercises and other activities set around a share sale and purchase case study.
Time will be devoted to considering some of the key legal and tax principles in a share sale and purchase transaction, to provide a refresher to participants and to place the practical exercises in context.
Overall, you can expect a highly active learning experience, with an emphasis on delegate-led learning through discussion, individual exercises, group work and trainer feedback.
- A review of a case study transaction and consideration of the preliminary stages including Heads of Agreement, Exclusivity and Confidentiality
- A review of Standard Form Exclusivity and Confidentiality Agreements, including a drafting exercise from the buyer’s and seller’s perspectives
- A review of the different payment structures and drafting of a clause dealing with Consideration
- A refresher on the reasons for Conditional Contracts, their legal effect and the practical considerations
- A drafting exercise on Conditional SPA
- A review of a Standard Form Warranty clause and schedule in an SPA, including an exercise on amending relevant clauses to limit the seller’s exposure to risk
- A refresher on the key differences between warranties and indemnities, including an exercise on spotting ‘backdoor’ indemnities in an SPA.
This course is aimed at fee earners who have developed some legal technical knowledge in private acquisitions transactions and are looking to refresh their understanding and improve their drafting skills in the context of their day-to-day roles.
Develop and advise on relevant options, strategies and solutions
B4 Draft documents which are legally effective and reflect the client’s instructions
C1 Communicate clearly and effectively, orally and in writing
C2 Establish and maintain effective and professional relations with clients
C3 Establish and maintain effective and professional relations with other people.