CONTENT
course content
Dates and times
06/03/2025: 17:00 - 19:00
13/03/2025: 17:00 - 19:00
20/03/2025: 17:00 - 19:00
27/03/2025: 17:00 - 19:00
03/04/2025: 17:00 - 19:00
Course content
Module 1: Introduction to Business and Asset Acquisitions
- Overview of key legal principles in business and asset acquisitions under Cypriot law.
- Different acquisition structures: Full share purchase, partial share purchase, joint ventures.
- Risks and legal obligations in acquisition transactions.
- Strategic considerations for deal structuring: Tax, legal, and financial factors.
- Regulatory and market dynamics affecting acquisitions in Cyprus.
- Common pitfalls in structuring business and asset deals.
Module 2: Scenario Overview and Team Setup
- Introduction to the fictional scenario: Sale of a company with both moveable and immoveable assets.
- Explanation of different acquisition pathways: Full share purchase, partial share purchase, or joint venture.
- Team assignment: Participants will represent buyer or seller.
- Explanation of roles and goals for the clinic scenario.
Module 3: Heads of Terms and Initial Negotiations
- Role of Heads of Terms in corporate transactions.
- Legal effect of binding and non-binding terms under Cypriot law.
- Key terms to negotiate: Price, liability, conditions precedent, warranties, and indemnities.
- Strategies for risk allocation between buyer and seller.
- Drafting practical and enforceable Heads of Terms.
- Negotiation activity: Drafting and finalizing Heads of Terms in teams.
- Critical issues to avoid in the negotiation of Heads of Terms.
Module 4: Due Diligence Process
- Importance of legal due diligence in acquisitions.
- Scope of due diligence: Assets (moveable and immoveable), liabilities, financials, and contracts.
- Investigating company records: Regulatory compliance, existing disputes, key contracts.
- Identifying and mitigating red flags in due diligence.
- Preparing a Due Diligence Report: Issues to highlight for clients.
- Practical due diligence exercise: Reviewing provided company documentation and asset details.
Module 5: Share Purchase Agreement (SPA) Drafting and Negotiation
- Key clauses in a Share Purchase Agreement (SPA).
- Purchase price, completion conditions, representations, warranties, indemnities, and covenants.
- Tailoring SPAs to specific deal types: Full vs. partial acquisitions.
- SPA clauses for risk management and protection against future liabilities.
- Negotiation of SPA terms: Warranties, material adverse change, escrow arrangements.
- SPA drafting exercise: Participants will draft and negotiate key clauses in teams.
- Addressing issues identified during due diligence in the SPA.
Module 6: Completion and Closing of the Deal
- Mechanics of deal closing: Regulatory requirements, signing, and documentation.
- Completion meeting setup and coordination.
- Regulatory filings: Share transfer, immovable property registration, and other legal formalities.
- Handling of completion funds: Escrow arrangements, final settlement.
- Avoiding disputes at closing: Price adjustments, final financial statements.
- Simulation of a closing meeting: Teams will prepare and execute closing documents.
- Post-completion responsibilities: Managing outstanding issues or disputes.
- Review of key takeaways from the scenario.
- Discuss lessons learned and common challenges faced during the course.
- Group feedback and final debrief.
suitable for
The course is aimed at:
- Corporate Lawyer
- Mergers and Acquisitions Lawyer
- Legal Counsel
- Transactional Attorney
- In-house Legal Advisor
- Business Development Manager (Legal Focus)
- Legal Risk Manager
- Regulatory Compliance Specialist
- Contract Negotiation Specialist
- Tax Advisor (Specializing in M&A)