Course Description

Overview of 25 Case Studies

Acquisitions, Sales, Restructuring and Flotations

  • Case Study 01: Advising a client on the options for expansion
  • Case Study 02: Devising a Workable Shareholders’ Agreement
  • Case Study 03: Advising a client wishing to sell a company
  • Case Study 04: Advising a client on restructuring a mini conglomerate
  • Case Study 05: Advising a client on a proposed AIM Listing

Management Buyouts

  • Case Study 06 : Calculating a client’s shareholding and the ‘envy ratio’
  • Case Study 07: Considering the financial consequences of a ratchet

Valuations and Pricing

  • Case Study 08: Ascertaining an approximate value with DCF, NAV and PER
  • Case Study 09: Advising on an earn-out structure
  • Case Study 10: Considering the price of a company’s shares on flotation
  • Case Study 11: Negotiating the value of a company using a PER
  • Case Study 12: Explaining the mathematics of a rights issue
  • Case Study 13: Considering debt versus equity
  • Case Study 14: Explaining the mathematics of convertible loan stock

Due Diligence for Buying and Selling Companies

  • Case Study 15: Structuring an acquisition to take account of the risks
  • Case Study 16: Planning a legal due diligence
  • Case Study 17: Considering a draft disclosure letter
  • Case Study 18: Explaining the concept of ‘fair disclosure’

Joint Ventures and Strategic Alliances

  • Case Study 19: Discussing the advantages & disadvantages of three joint venture options
  • Case Study 20: Advising the junior partner in a proposed joint venture

Completion Meetings

  • Case Study 21: Managing a completion meeting – Part 1
  • Case Study 22: Managing a completion meeting – Part 2

Directors Responsibilities

  • Case Study 23: Discussing the role of the chairman – Part 1
  • Case Study 24: Discussing the role of the chairman – Part 2
  • Case Study 25: Advising the board of a company facing insolvency

Director of Training

Roger Baden-Powell

Barrister and Stockbroker

Roger Baden-Powell qualified as a barrister and joined Joseph Sebag & Co., London stockbrokers, as a property and insurance analyst. In 1978, he became a partner of the firm and was appointed head of equity research and a Member of the London Stock Exchange. Whilst with the firm, he was seconded for two years as the London Stock Exchange Representative to the Executive of the City Panel on Take-overs and Mergers.

Corporate Adviser and Investment Manager

From 1981-1987, he was a partner of Baden-Powell, Chilcott & Co., a City of London based corporate finance and investment management firm. Corporate finance activities included advice on merges and acquisitions and general financial, commercial and legal advice. The firm also owned minority interests in an insurance broking company and an advertising agency.

Investment Banker

From 1988-95, he was with Bank Mees & Hope NV, a Dutch merchant bank (a subsidiary of ABN-Amro) and, in 1991, was appointed CEO of the bank’s UK corporate finance and investment management subsidiaries and executive chairman of the bank’s UK private client stockbrokers, Shaw & Co..

Corporate Adviser and Trainer

Since 1996, he has been a director of Baden-Powell Associates Limited (BPAL), corporate advisers. In 2002, he distilled his experience of corporate deals into 16 one-day courses which he has now presented over 700 times in and around Europe … sometimes as far away as Moscow, Riyadh and Johannesburg. Approximately 7,500 accountants, lawyers, corporate advisers, bankers and business owners  have attended his one-day courses over 98% of whom have said, in their written testimonials, that his practical and commercial emphasis on examples of real deals was a very effective learning format. In 2017, he videoed his most popular courses which are now available as the "Corporate Advisers’ MasterClass"(130 videos with 33 hours of training).

Course curriculum

  • 1

    Acquisitions, Sales, Restructuring and Flotations

    • Question 1 Advising a client on the options for expansion

    • Question 2 Devising a Workable Shareholders’ Agreement

    • Question 3 Advising a client wishing to sell a company

    • Question 4 Advising a client on restructuring a mini conglomerate

    • Question 5 Advising a client on a proposed AIM Listing

  • 2

    Management Buyouts

    • Question 6 Calculating a client’s shareholding and the ‘envy ratio’

    • Question 7 Considering the financial consequences of a ratchet

  • 3

    Valuations and Pricing

    • Question 8 Ascertaining an approximate value with DCF, NAV and PER

    • Question 9 Advising on an earn-out structure

    • Question 10 Considering the price of a company’s shares on flotation

    • Question 11 Negotiating the value of a company using a PER

    • Question 12 The mathematics of a rights issue

    • Question 13 The considerations of debt versus equity

    • Question 14 The mathematics of convertible loan stock

  • 4

    Due Diligence for Buying and Selling Companies

    • Question 15 Structuring an acquisition to take account of the risks

    • Question 16 Planning a legal due diligence

    • Question 17 Considering a draft disclosure letter

    • Question 18 The concept of fair disclosure

  • 5

    Joint Ventures and Strategic Alliances

    • Question 19 Advantages & disadvantages of three joint venture options

    • Question 20 Advising the junior partner in a proposed joint venture

  • 6

    Completion Meetings

    • Question 21 Managing a completion meeting – Part 1

    • Question 22 Managing a completion meeting – Part 2

  • 7

    Directors' Responsibilities

    • Question 23 Role of the chairman Part 1

    • Question 24 Role of the chairman – Part 2

    • Question 25 Advice to a board when a company is facing insolvency

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