Acquisition, Divestment & Joint Venture Masterclasses

At the end of the acquisitions course and the divestments course, participants should feel empowered to:

• Examine the lifecycle of an acquisition or divestment from a holistic perspective.
• Identify interconnected elements on the transaction which impact value and risk.
• Understand terms of art used in mergers and acquisitions (M&A) and practical applications.
• Ask the right questions to preserve value and navigate risk on the transaction.
• Promote interdisciplinary collaboration within your team.
• Apply best practices and avoid common pitfalls in each phase of the acquisition or divestment lifecycle from origination/preparing a business for sale through to post completion integration/separation.

At the end of the joint venture course, participants should feel empowered to:

• Examine the lifecycle of a joint venture transaction from strategic imperative, formation, governance through to exit, identifying interconnected activities and considerations.
• Apply a critical lens to each element of the lifecycle before deciding to pursue a joint venture.
• Preserve value and manage risks in a joint venture by focusing on the right topics and the roles different individuals play (deal team, shareholder, director, secondee) to set the JV up for success.
• Apply best practices and avoid common pitfalls in JV formation, governance and exit, also addressing country of investment risk.

Our programme for each of these Masterclasses can be tailored to the client’s requirements.

Modules for the Acquisitions and/or Divestments Masterclasses may include:

• Taking a Holistic Approach to M&A – Understanding the overall lifecycle of a transaction and taking a holistic rather than linear approach to best navigate risk and preserve value. This module includes practical approaches and tools to identify and manage risk, understand value chains and apply quality decision making in pursuing the transaction
• Framing, Structure & Approach – Focusing on the buyer and seller’s perspective (as relevant) in framing the portfolio opportunity (eg seller preparing the business for sale and buyer evaluating targets), options for structuring the sale and purchase (share vs asset sale, carve outs, completions account vs locked box) and different approaches to the process (bilateral negotiations vs auction) and associated tactics
• Due Diligence – Covering the what, where, when, how and why, including best practices for conducting due diligence as buyer or seller, and the importance of integrity due diligence
• Negotiations and Allocation of Risk – Allocating existing risks and liabilities and allocation of risks arising if the world changes, including key issues to address in the sale and purchase agreement, managing ascertained and unascertained liabilities, utilising warranties and indemnities and insurance products, exploring valuation and pricing risks, and completion risks. We also cover top tips and pitfalls in negotiations and how best to prepare
• Value Delivery, Implementation and Separation Issues, Post Completion Claims – Focusing on areas where significant value can be made or lost post completion of the transaction

Modules for the Joint Venture masterclass may include:

• Do you really want to do a Joint Venture – Looking at the strategic and economic imperative and balancing of risks and opportunities in pursuing a joint venture, whether there is an alternative optimal structure, and ensuring a robust partner selection process
• Forming the Joint Venture – Covering joint venture design specification (scope, operating and economic model, deal structure, contributions and valuation, ownership), due diligence and allocation of risks (in relation to the partner, the assets and regulatory considerations) and launch planning for a smooth start up (including HR and governance issues)
• Running the Joint Venture – Focusing on governance considerations including where decisions are made and by whom, and how to avoid deadlock or decision impasse
• Exiting the Joint Venture – Why exit needs to be considered up front and what could go wrong in the JV, including options to address deadlock and default and different mechanisms for structuring exit provisions