Corporate Finance Training Courses from Roger Baden-Powell

The course focuses, from a practical point of view, on the content and terminology of specific documents and their intended consequences.

Particular problem areas are highlighted so that corporate financiers will achieve an appreciation of the objectives that their lawyers should be seeking to achieve on their behalf.

Such knowledge should enable commercial negotiations to proceed more smoothly and potential ‘deal breakers’ to be identified at an early stage. Problems can then be resolved informally as they arise rather than in marathon negotiating sessions where the positions of the parties may have become entrenched.

The Mechanics of a Legal Agreement

• Structure of an Agreement – boilerplate, reasons for house style and usual content
• Pre-Conditions – don’t give the purchaser a one-way option
• Covenants – extra vigilance where exchange and completion are not concurrent
• Representations, Warranties and Indemnities – what they mean and how they differ
  • Vendor’s Misrepresentation – innocent, non-contractual, negligent or fraudulent?
  • Purchaser’s Remedies – rescission or damages (for deceit, breach of contract or tort)
• Joint & Several Liability – who pays the damages?
• Purpose and Scope of Warranties – what they seek to achieve
• Vendor Protection Clauses – how a vendor should limit the effect of the warranties
• Vendor’s Disclosure Letter – how it dilutes a purchaser’s remedies
• Purchaser’s Protection & Remedies – extending protection and when to use indemnities

Initial Documentation

• Confidentiality Letter – what protection does it offer and what else can it be used for?
• Business Plan – adapt it to borrow money, sell the company, raise private equity or float
• Information Memorandum – three conflicting objectives to be resolved

Supporting Documentation

• Letter of Intent & Heads of Agreement – what they are for and when to use them
• Exclusivity Agreement – when to give exclusivity and when to take it away
• Comfort Letters & Side Letters – useful for oiling the wheels of a deal
• Hold Harmless Letter – auditors for vendors should insist on one

Subordinate Documentation

• Shareholders Agreement – limiting majority control, agreeing future relationships
• Service Contract – not to be overlooked: happy clients are repeat business
• Consultancy Agreement – sometimes more effective than a service contract
• Option Agreement – a painless method of paying for future services?
• Accountants Report – long and short form reports & working capital statement

Flotations

• General Offer or Placing – when are they used?
• Offer for Subscription or Offer for sale – what is the difference?
• General Duty of Disclosure – extent of duty and consequent reputational and legal risks
• Verification Notes – reduce the possibility of defective disclosure
• Underwriting Agreements – hard or soft underwriting and force majeure