Skip to Content

  • Course help
  • Free courses
  • Online courses
  • Courses in London
  • Courses in Manchester

Mergers & Acquisitions Documentation & Negotiation

Euromoney Learning
Course summary
Professional Training
2 days
3,150 USD excl. VAT
Online courses, Singapore
Course Dates
Online courses
Please inquire for more information

Course description

Mergers & Acquisitions Documentation & Negotiation

This training programme represents Module 2 of the Mergers & Acquisitions Training Week.

Mergers & Acquisitions Documentation and Negotiation will provide you with a detailed understanding of M&A processes, the key M&A documents, the legal issues that are most likely to arise, and effective negotiation techniques.

In particular, you will focus on the Sales & Purchase Agreement (SPA) and the soft skills needed to successfully negotiate an SPA.

At the end of the course, we will split the participants into two groups to role-play an M&A negotiation in two rounds, so you can practice negotiating and executing deals smoothly and correctly in the best interests of all parties and arrive at the best possible outcome.

    Training Course Content

    Day 1

    Key M&A Documents

    • Confidentiality agreement
    • Teaser/Information Memorandum
    • Head of terms/Letter of intent
    • Exclusivity agreements
    • Sales & Purchase Agreement (SPA)
    • Shareholders agreement
    • Management agreement

    Focus on the SPA

    • The skeleton structure of a contract
    • Boiler plate – what’s covered
    • Recitals
    • Assets vs. share
    • Price and payment structures
    • Representations & warranties
    • Disclosures
    • Covenants
    • Indemnities
    • Condition precedents
    • Other relevant matters

    Completion and Price Adjustment Mechanism

    • Locked box vs. completion accounts: pros/cons and key issues
    • Cash free/ debt free

    - Cash vs trapped cash

    - Debt – what is included?

    • Adjustments for working capital & capex

    - Receivables

    - Inventory

    - WIP – problem areas

    - Normalised working capital

    - Normalise capex level

    • Other adjustments to the price – warranties & indemnity claims

    Day 2

    Soft Kills to Negotiate an SPA

    • The ten fundamentals principles to negotiation techniques

    - Set maximum and minimum objectives

    - Keep analysing the deal variables

    - Always aim high

    - Never give a concession – always trade it

    - Keep the whole relationship in mind

    - Know when to walk away from a deal

    - Know the negotiation process

    - Have a BATNA (Best Alternative To a Negotiated Agreement)

    - Select an effective negotiation strategy

    - Change your strategy if necessary but never change your BATNA

    • The six rules of influence: reciprocation, scarcity, authority, commitment, liking and consensus
    • BATNA

    - Before the negotiation, decide what you will do if nothing comes of the negotiation

    - Unless you have a plan B, your anxiety may reach dangerous levels

    - BATNAs set the threshold in terms of the full set of interests that any acceptable agreement must exceed

    - Both parties doing better than their BATNAs is a necessary condition for an agreement

    • Zero sum fallacy

    - Participant's gain (or loss) is balanced by the losses (or gains) of other participant(s)

    Final Case Study

    • The participants are split into two groups

    - A buyer (a multinational company) and a seller (a private equity firm)

    • The key focus will be on negotiating and executing deals smoothly and correctly to the best interest of the parties while arriving at an acceptable solution for both parties
    • The participants will role-play the M&A negotiation in two rounds

    Round I

    • The seller has been running a competitive process and has received non-binding offers
    • One of the buyers is trying to obtain an exclusivity and has asked for a meeting with the seller to discuss their bid and the key clauses of the SPA.

    Round II

    • The interested buyer has been granted exclusivity and is negotiating the following SPA clauses:

    - The price adjustment mechanism: locked box vs. completion account

    - An earn-out or deferred payment structures

    - The potential adjustments to working capital and capex

    - The representation & warranties and related indemnities

    - A pro or anti-sanbagging provision

    - A MAC clausev

    Why choose Euromoney Learning

    4.75/5 rating on course check for service

    25,000 professionals trained across public courses

    99 countries where training is delivered

    Customer Outreach Award


    We believe that it should be easy for you to find and compare training courses. 

    Our Customer Outreach Award is presented to trusted providers who are excellent at responding to enquiries, making your search quicker, more efficient and easier, too.

    About provider

    Euromoney Learning

    We develop bespoke learning experiences with the perfect blend of technologies and techniques to help you succeed. An organisation’s ability to continuously learn and evolve rapidly is the ultimate competitive advantage. To achieve your strategic goals, it is essential to...

    Read more and show all courses with this provider

    Contact info

    Euromoney Learning

    8 Bouverie Street,
    EC4Y 8AX, London

     Show phone number

    Find more courses here

    Free course help

    Free Training Quote and Advice from Specialists

    Our experienced advisors help you find the most suitable course.

    Personalised course recommendations - all for free.

    Get started

    View again