This three day training on negotiating and drafting M&A contracts will include practical application of a mock case in small working groups and will evolve around specific topics such as:
- Condition precedents
- Representations and warranties
- Forms of Buyer and Seller protection
- Limitations of Liability
Who should attend?
- Legal directors and corporate counsel from companies involved in international trade
- Practising lawyers
- Legal practitioners advising international trading companies
- Business people involved in international trade and dispute resolution
- Lawyers, corporate counsel and business people who may be involved in M&A activity
Wednesday 4 December 2019
| 09:00 - 09:30 | Registration |
| 09:30 - 09:40 | Welcome address and introduction of the ICC Institute of World Business Law |
| 09:40 - 09:45 | Logistical information on the training |
| 09:45 - 10:30 | Presentation of the training and its methodology and of the mock case |
| 10:30 - 11:15 | General process of M&A This session will give an overview of M&A transactions: timeline, stakeholders, types of deals, main elements such as deal process, purchase agreement provisions, NDA (non-disclosure agreement), letter of intent, data room, due diligence report, etc. |
| 11:15 - 11:30 | Q&A |
| 11:30 - 11:45 | Coffee break |
| 11:45 - 12:15 | Economical approach to a M&A deal The acquisition agreement provisions relating to the purchase price and its adjustment (or not) are some of the most complex and heavily negotiated provisions. Main purchase price provisions include Locked Box (no adjustment) and Completion Accounts (adjustment). |
| 12:15 - 12:30 | Q&A |
| 12:30 - 12:50 | Conditions precedent In most deals, the closing of an M&A transition will only occur if certain conditions are met by the time of the closing. These conditions are fact specific and often differ from one deal to another. There could be many of them, such as: the approval of competition law authorities or other governmental agencies, give off certain activities by the target company, requirement of employment contracts for key employees or other HR issues, consent of or notice to third parties, etc. This session will address the main challenges with regard to the negotiation of these conditions. |
| 12:50 - 13:00 | Q&A |
| 13:00 - 14:30 | Lunch |
| 14:15 - 18:00 | Mock case - Negotiation on Conditions precedent (in working groups) |
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14:15 |
Preparation of the negotiation |
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15:30 |
Coffee break |
| 15:45 - 17:30 | Negotiation of the issues |
| 17:30 - 18:00 | Plenary Session |
| 18:00 - 19:00 |
Cocktail Reception |
Thursday 5 December 2019
| 09:30 - 09:50 |
Representations and warranties Representations and warranties are statements of past or present facts about the target company and the seller which the buyer relies on in agreeing to the acquisition. The panelist will focus on their objectives, the many topics one sees covered by reps and warranties, their qualifications such as materiality, and rep and warranty insurance |
| 09:50 - 10:00 |
Q&A |
| 10:00 - 13:00 |
Mock case - Negotiation on Representations and warranties (in working groups) |
| 10:00 - 10:45 |
Preparation of the negotiation |
| 10:45 - 11:00 |
Coffee break |
| 11:00 - 12:45 |
Negotiation of the issues |
| 12:45 - 13:15 |
Plenary Session |
| 13:15 - 14:30 |
Lunch |
| 14:30 - 15:00 |
Buyer protection This session will cover the various ways that buyers have at their disposal to be protected in an M&A transaction such as company guarantee, bank guarantee, or escrow or retention of the purchase price |
| 15:00 - 18:00 |
Mock case - Negotiation on buyer protection (in working groups) |
| 15:00 - 15:45 |
Preparation of the negotiation |
| 15:45 - 17:30 |
Negotiation of the issues |
| 17:30 - 18:00 |
Plenary Session |
Friday 6 December 2019
| 09:30 - 10:00 | Limitation of liability Sellers also have ways to protect themselves like caps, thresholds, time periods, claim process, seller exclusions etc. This session will highlight how sellers and buyers address risk through these elements. |
| 10:00 - 13:00 | Mock case - negotiation on limitation of liability (in working groups) |
| 10:00 - 10:45 | Preparation of the negotiation |
| 10:45 - 11:00 | Coffee break |
| 11:00 - 12:45 | Negotiation of the issues |
| 12:45 - 13:15 | Plenary session |
| 13:15 - 14:30 | Lunch |
| 14:30 - 15:00 | Other relevant issues, including integration and post closing claims |
| 15:00 - 15:15 | Q&A |
| 15:15 - 15:45 | Working groups - Preparation by buyers of final pitch to seller |
| 15:45 - 16:00 | Coffee break |
| 16:00 - 17:15 | Mock case - Final pitch by each buyer. Seller's choice of the winning buyer. |
| 17:15 - 17:30 | Concluding remarks |
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Ali Afshar Saber |
Senior Associate, McDermott Will & Emery, France |
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Carole Arribes |
Partner, DWF Law, France |
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Rémy Blain |
Managing Partner, Bryan Cave Leighton Paisner , France |
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Ermine Bolot |
Partner, Dechert LLP, France |
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Stefano Catelani |
Partner, Calimala; Adjunct Professor of International Business Law, Switzerland |
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Gaspare Dori |
Senior Partner & Co-Head of M&A, Castaldi Partnes, France and Italy |
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Fred Eidenbinder |
Associate Professor, American University of Paris, France |
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Axel Joly |
Senior M&A Legal Officer, BNP Paribas, France |
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Kristine Karsten |
Partner, VistaLaw, France; Council Member, ICC Institute of World Business Law |
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Nicolas LaFont |
Partner, McDermott Will & Emery, France |
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Marie Joëlle Lanista |
Legal Manager New Business & Portfolio Management, Legal Department, TOTAL, France |
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Antoine Martin |
Partner, Bryan Cave Leighton Paisner, France |
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Sybille de Rosny-Schwebel |
Director, ICC Institute of World Business Law, Paris |
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Doris Speer |
Specialist, M&A, France |
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Mathieu Taupin |
Counsel, Bryan Cave Leighton Paisner, Paris |
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Gieorgia Taurino |
Junior Project Manager, ICC Institute of World Business Law, Paris |
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Olivier de Vilmorin |
Partner, Sullivan & Cromwell LLP, France |
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Dates and venue |
Dates: 4-6 December 2019 |
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Registration fees |
Early bird until 11 October 2019 ICC member Non member |
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Special discounts |
Group rates: Register 5 persons from the same company and pay for four. In-house Counsel, full time Academics and Government representatives may benefit from a 30% discount. |
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Travel and accommodation |
Travel and hotel expenses are not included in the registration fees. |
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Visa |
We are able to dispatch visa invitation letters to support your visa application only after receipt of your online registration. |
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Credits and hours |
ICC Training and Conferences is eligible for CLE credit under New York ‘s approved jurisdiction procedures, is a State Bar of California approved MCLE provider and is an accredited CPD provider by the Bar Standards Board of England and Wales. |
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Cancellation policy |
50% of the registration fee will be refunded if notice of cancellation is received in writing before Friday 8 November 2019. Cancellations after this date are not refundable.Subject to agreement from ICC Training and Conferences prior to the event, the registration may be transferred to another person from the same company or organization at no extra charge. Updated registration information will be required. Please be informed that any form of cancellation will incur a cancellation fee of €5 + 2.75% of the registration fee which must be covered by the participant. Please note that ICC Services reserves the right to cancel this event or to make minor alterations to the content and timing of the programme or to the identity of the speakers. In the unlikely event of cancellation, delegates will be offered a full refund. ICC Services will not, however, be held responsible for any related expense incurred by the participant. |
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Disclaimer |
The photos and audiovisual recordings taken at this meeting/event may be used and published by ICC, its subsidiaries or affiliates, for informational or promotional purposes in printed materials or online, including on ICC websites and in social media. Participation in the meeting/event implies agreement to such use of photos or audiovisual recordings in which the participant may appear unless ICC Services receives written notification to the contrary. |
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