Drafting Documents III – Sale and Purchase Agreements Course

Location: London (Central)

Dates: 27.11.2012 - 27.11.2012

Duration: 7h30

Price: 675.00 GBP

A “good deal” is a function of both the terms under which an exchange of contracts takes place and the price paid or received on completion of a sale and purchase agreement. A high price is no good to a seller if a large portion of the proceeds of sale needs subsequently to be handed back to a buyer in order to compensate for breaches of warranty. Similarly, a low price is not particularly advantageous to a buyer if the assets acquired prove to be subject to unexpected defects for which no redress is enforceable against the seller. The drafting of a sale and purchase agreement seeks to ensure that a buyer receives what was anticipated and that a seller can walk away with confidence that its continuing liabilities are both known and quantifiable. As a compromise between these two extremes, the drafting of warranties and indemnities identifies the risks in a deal and decides upon whom they should fall. Course categories:Debt / Fixed Income Courses, Accounting & Finance Courses, Back Office Courses, Equities Courses, Investment Banking / M & A Courses, Legal Compliance Courses, Operations Settlements Clearing Courses, Back Office Inhouse Courses , Debt / Fixed Income Inhouse, Equities Inhouse, Investment Banking / M & A Inhouse, Legal / Compliance Inhouse
COVERED TOPICS

Structure of a Sale & Purchase agreement Parties, interpretation and definitions Comfort Letters & Side Letters Letters of Intent & Heads of Agreement Pre-conditions & covenants Exchange & delayed completion Boilerplate clauses Schedules Representations, warranties and indemnities Drafting objectives Purpose and scope of warranties Transfer and re-transfer of risk Warranties given by the seller Warranties given by the buyer Long Form & Short Form warranties Purpose of indemnities Tax warranties & indemnities Completion meetings Management of the meeting Solicitors’ undertakings Timing problems Warrantors & covenantors Who should give warranties? Executive shareholders Management buyouts Receivers & administrators Listed companies Disclosure Reasons for disclosure Warrant the Disclosure Letter or due diligence reports? General & specific disclosures Fair disclosure Deliberate non disclosure		Effect of the warranties Breach of warranty Misrepresentation Rescission Damages Interregnum provisions Buyer extends remedies Widening the meaning Defining a warranty Management accounts Joint & several liability Implied warranties as to title Seller limits & excludes liability Narrowing the meaning Unexpected benefits References to statutes Limitation periods Floors & ceilings Pursuit of debtors Conduct of claims Completion accounts Comparison to audited accounts When and why they are used Advantages & disadvantages Principal mechanisms Limiting areas of potential dispute Locked box transactions as an alternative Completion

REGISTRATION & PRICING INFORMATION

1-2 participants - full price
3-4 participants - 15% discount
5-6 participants - 20% discount
7-8 participants - 25% discount
Over 9 participants - 30% discount

For more information or to be contacted by the event provider please fill this form:

Price: 675.00 GBP
Location: London (Central)
Event date: 27.11.2012 - 27.11.2012
Event duration: 7h30
Event time: 09.30 h - 17.00 h

ADDITIONAL DATES

Event	Date	Duration	Venue		Price	Credits	Signup
Drafting Documents III – Sale and Purchase Agreements Course	27.11.2012	7h30	London (Central)		675.00	6

Email: info@financialveritas.com

Phone: +44 208 133 5917

Drafting Documents III – Sale and Purchase Agreements Course

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