online masterclass pharma mergers and acquisitions - glc ......• 360 degrees c gllearning...

www.glceurope.com

Arun Singh

Pharma Mergersand Acquisitions

MasterClass With 2 unique sections a 10 Step Key Analysis for M & A and Transaction Dynamics in the Pandemic

Online MasterClass 05-06 November, 2020

KEY TAKEAWAYS

• Learnmoreaboutstructuringandnegotiatingthecrossborderacquisition

• Hearaboutcrossborderdifferences• GettoknowmoreaboutduediligenceinlifesciencesM&A• Warranties,representations,guarantees,andindemnities-whichto

seekorresist?• SharepurchaseagreementsinM&Awithsample• Gettoknowtheunique10keystepstoanalyseanyM&Acontractfor

lawyersand• businessprofessionals• Gainknowledgeinthefieldofwarrantiesandmisrepresentation

claims• HearaboutM&AtransactiondynamicsimpactduetothePandemic


MasterClass

[email protected] +36 1 848 0515www.glceurope.com

05-06 November, 2020 Online MasterClass

Who Should Attend?

eVent IntRoduCtIon

Industry: Pharmaceuticals, Chemicals, Biotechnology, Medical Devices

Company directors ,Private equity professionals, Entrepreneurs, Venture capitalists,

Investment bankers, Corporate financiers, M&A specialists, Lawyers, Vendors and Purchasers

• Takes participants through the whole legal process focusing on key legal and practical chal-

lenges for the constituent players

• Share the facilitative trainers unique tried and tested 10 Key Step Analysis to analyse any

M & A contract

• Attended by financial and legal professionals, entrepreneurs as well as analysts

• Provides sample legal documents to back up the presentation materials

• Shares the trainers experience of being a Non Executive Director of an AIM listed interna-

tional company, and member of its Audit and Investment Committees

• Trainers experience of transactions as a former partner of KPMG

• Interactive workshops

• Addresses and clarifies the different types of warranties and due diligence in Life Sciences

investment

leARnIng outComeS foR You And YouR oRgAnISAtIon

• This 2 day programme is intensive, and aimed at participants who wish to understand the

various legal aspects of M & A in its different facets, it addresses the deal process, key

documents including the Share Purchase Agreement, Disclosure Letter, specific issues Due

Diligence in Life Sciences including IP, IT and Regulatory Warranties in Life Sciences with

the distinctions between a share purchase and an asset purchase Sample documents will be

shared with the participants to study themselves and refer back to them to continue their

learning. after the course

• Learn about what makes the legal aspects of M & A significantly different to Private Equity

deal or Joint Venture

• Master the legal structures of how the various facets of a an M & A deal integrate together

coalescing the different specialisations to better advise their external or internal clients

• Understand the legal process of the different types of acquisitions

• Be taken through the key significant clauses of legal agreements by reference to sample

clauses and documents including the Share Purchase Agreement, unique type of due dili-

gence and warranties for Life Sciences transactions, NDA’s, and Disclosure Letters

• Learn a unique tried and tested 10 Key Step Analysis to analyse any M & A contract for law-

yers and M & A professionals to apply to any and all Cross M & A Contracts and Deals, with

Visuals – Flow Charts and Checklists

https://glceurope.com/


MasterClass



this course is delivered by Arun Singh oBe fRSA(Prof) a leading international business lawyer and

formerly a partner at KPmglegal. A large part of his time now is spent as a corporate educator in

cross border deals in the uK and abroad for fortune 500 companies, Sme’s and governments. he

is a Visiting Professor at uK and Chinese universities.

A Corporate educator for over 16 years, since transitioning from being an international commercial

lawyer. formerly a Partner and global head of International Commercial law at KPmglegal,

masons (now Pinsent masons) and Salans (now dentons). he also led an International Business

group for KPmg europe and where he commenced his involvement in executive education and

management consultancy.

the independent Chambers global: the World’s leading lawyers he is described by peers and

clients as “well connected” and “a strong commercial thinker”. he has completed studies and

research in Cross Cultural management at Judge Cambridge university and Case Studies at Imd,

lausanne.

Arun’s work is for clients across a range of service and industrial sectors and has included BA,

Bank of China, BP, Bt, Capita, diageo, etisalat, gSK, goldman Sachs, hSBC, ICBC, Infosys, KKR,

lazards, motorola, novartis, novonordisk, olympus, Philips, PWC, RBS, Shell, tAtA, total, and a

number of sovereign wealth funds.

he is an Associate of moller Institute, Churchill College, university of Cambridge, executive

education Associate, Adjunct academic at Alliance manchester Business School on the global mBA

Programme. Previously, Visiting Professor to the universities of glasgow Caledonian, Salford,

SBC – university of Shanghai, China. he is also a Senior Consultant for KPmg - trompenaars

hampden-turner the pre eminent management consultancy on Cross Cultural leadership, a

Senior Consultant at moller PSf group Churchill College, university of Cambridge and Associate

- executive education, moller executive education, Churchill College, university of Cambridge

Arun has published in the financial times, european Business handbook, growing Business

handbook, ICC manual on emerging markets, euromoney guide to emerging markets, and the

director. he is the author of the book Business & Contract law for non lawyers and a number of

case studies.

he was appointed an oBe by hm the Queen in January 1999 for services to international

trade, investment and management. he was a non-executive director of the Board of the uK

government’s uKtI. he sits as a non executive director on the boards of listed and private

companies.

Meet the Trainer:

Arun Singh (Prof) OBE FRSA

Director, IBMDS Ltd



MasterClass



dAY1 dAY2

END

END

End of day 1

End of day 2

Tea, Coffee, Networking11:00




Lunch Break12:30

Lunch Break12:30

16:30

16:30

09:30

09:20 09:20

09:30

11:30

11:30

13:30

13:30

15:30

15:30

Overview: Structuring and Negotiating the Cross Border Acquisition

Share Purchase Agreements in M & A with sample

Preliminary Agreement Forms – Term Sheet - Cross Border Differences

Unique 10 Key Steps to Analyse any M & A contract for lawyers and business professionals to apply to any and all Cross Border M & A contracts and deals - with Visuals – Flow Charts and Checklists

• Context of the acquisition• The selling process• Valuation issues• Other pre – sale issues

• General structure• Definitions• Purchase price• Closing procedure• Warranties• Seller protection• Umbrella agreements• Conditions to completion• Goodwill

• Memorandum of understanding• Letter of intent• Heads of Agreement• Term sheet• Enforceability• Subject to contract• Choice of law• Jurisdiction• Lock out• Failed costs• Binding or not binding

Due Diligence in Life Sciences M & A – Regulatory, IP and IT – Sample Checklist

Warranties and Misrepresentation Claims – Key Cases

Warranties, Representations, Guarantees, and Indemnities – Cross Border Differences – Which to Seek or Resist

M & A Transaction Dynamics Impact Due To The Pandemic

• Reviewing significant contracts• Regulatory compliance with laws• Insurance coverage and related issues• Litigation and claims• Understanding regulatory consents and

hurdles to the proposed transaction• Dealing with specific cross border

complications• Preparing a Due Diligence report• Identifying ‘deal – breakers’

• Scope and nature of the warranty• Full and fair disclosure • Prior knowledge• Pointers for buyers• Pointers for sellers

Disclosure Letter – with sample• Definitions and identification• Pointers to distinguish and negotiation• Warranties• Representations• Guarantees• Indemnities• Entire agreement clauses

Content from: • Buyers expectations – a more buyer friendly

world reflected in agreements?• Pre – closing undertakings expectations

-operating a business ‘in the ordinary course’• Equity or Cash – changes to current legal

arrangements• Price protection: Locked Box• Valuation challenges – impact on

documentation• Project management – practical implications

of suspended travel. Working from hope, illness.

• Cross border buyers• Steps sellers can take in documentation

during an “economic suspension”• Material Adverse Effect (MAE) clauses• Material Adverse Change (MAC) clauses –

revision• Force Majeure • Remote closing• Completed deals – efficacy of crisis

management procedures

Connecting to the online MasterClass Connecting to the online MasterClass

All dates and times are expressed in UTC/GMT+1 on the Agenda (CET Time Zone)



MasterClass



Upcoming Events

FINANCIAL EVENTS • Ini� al Margin Regula� on MasterClass

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• PSD2 MasterClass

• Private Equity MasterClass

• Internal Audit Summit 2021

• 7th Annual Credit Risk Management Forum

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Payments Forum (BizzPay 9.0)

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About GLC

Global Leading Conferences (GLC) is an industry leader in the field of business intelligence. We provide interactive & impactful business platforms and networking opportunities for senior level executives by bringing them together for B2B Conferences, Global Summits, Training & Workshops. Being customer focused and having our client’s priorities at the forefront, are amongst our core values and is of high importance to the way we operate our business.Our passion for customer satisfaction and results, drive us to work with industry experts closely - who fully understand their peers interests and day-to-day challenges - in order to deliver the most impactful events. We are specialized in industries such as; Pharmaceutical, Banking & Finance, Energy, Oil & Gas, IT & Communication, Sales & Marketing, Law and Human Resources.Our commitment is to deliver the latest information to our clients, while maintaining highest quality and standards. By attending GLC events your company will be able to apply advanced strategies to your operations, gain the latest know-how’s and benchmark yourself higher against the competition while enjoying a 5 star environment.

What is it?

• no travel or logistic expenses for the team (we deliver it at your facilities)

• maximize RoI with a depth tailored content accordingly to your corporate needs

• 360 degrees glC learning experience – Individual pre-questionnaire for each participant, several case studies and post training diagnose with participants

• maturity assessment for the team during the preparation of the course

Contact us for more information and tailored details: [email protected]

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online masterclass pharma mergers and acquisitions - glc ......• 360 degrees c gllearning...

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