The increase in the number of corporate operations is a reality in the US and in the rest of the world, in recent years our country has established itself as one of the main markets nationally and internationally, generating a highly professional industry around this type For this reason, the fundamental objective of this course is to deepen and teach the legal practice of mergers and acquisitions and the rest of the corporate transaction modalities, providing participants with the necessary tools to structure and advise from the legal point of view any M&A transaction.

This course seeks to teach participants the complexity and legal sophistication surrounding mergers, sale of companies and assets, from a practical point of view, studying the most important transactions in the Colombian environment in the hands of prominent experts, who will share students their theoretical knowledge and experience in the analysis of relevant cases and all the issues that must be taken into account in this type of corporate operations.

Addressed to

Professionals from various areas, mainly: Lawyers, financiers, economists, engineers, business administrators, involved in the company’s corporate strategy, who are interested in studying and specializing in all aspects related to corporate mergers acquisitions and alliances. IMAA institute is the best place for professional to pursue IMAA training and IMAA Certification.

Objectives

At the end of the course the student will be able to:

• Manage the complexity and legal sophistication that surrounds the purchase and sale of companies, as well as the structuring of corporate reorganizations through real and practical cases.
• Know the reasons that motivate the decision making of a merger or acquisition.
• Learn to carry out a comprehensive Due Diligence.
• Understand the concepts of merger and acquisition and their impact on business.
• Understand the main aspects of M&A operations in the national and international market.
• Learn the different types of mergers and acquisitions.
• Analyze the risks involved when carrying out a merger or acquisition.
• Learn about the contract for the sale of shares, assets, and merger contract and shareholder agreements.
• Design a preparation model for the merger or acquisition, from a strategic point of view.
• Analyze the internationalization plan of a company through an M&A.
• Study the assumptions of control of business concentrations.
• Understand the importance of investment banking in the structuring of corporate M&A operations.
• Understand the different financing mechanisms of corporate transactions.
• Analyze the tax aspects of an M&A operation.

Methodology

The course will be oriented to the master class in a synchronous virtual modality of dynamic and participatory classes, case method and discussions in the virtual classroom. From a practical perspective at the hands of experts, all the issues that influence M&A operations and corporate transactions will be studied. Each module will start with an introductory part and then continue with the study of real cases, which will help students internalize the concepts and knowledge learned.

Contents

MODULE I. INTRODUCTION TO M&A OPERATIONS AND CORPORATE TRANSACTIONS.

• The M&A market in Colombia and abroad.
• Reasons for mergers and acquisitions.

MODULE II. INVESTMENT BANKING IN M&A OPERATIONS.

• Project evaluation.
• Financials of M&A transactions.
• The purpose of the “Signature”.
• Valuation and structuring of the business.
• Financing of M&A operations.
• Highly leveraged mergers and acquisitions leverage buy out (LBO).
• Syndicated Loans.
• Financing via capital market.
• Project finance.

MODULE III. PRELIMINARY TREATMENTS.

• Letters of intent (LOI).
• Nondisclosure Agreement (NDA)
• Memorandum of Understanding (MOU).
• Binding and non-binding offers.

MODULE IV. DUE DILIGENCE.

• Introduction to Due Diligence and its functionality.
• Types of Due Diligence:

1. a) Strategic due diligence. b) Operational due diligence. c) Financial and accounting due diligence. d) Legal due diligence. e) Tax due diligence. f) Due diligence human and organizational resources.

• Development of Due Diligence.
• Closing Conditions.

MODULE V. MERGERS.

• Concept and essential elements of fusion.
• The dissolution without liquidation of the absorbed companies.
• Universal transfer of rights and obligations.
• Fusion Classes:

1. a) Fusion by creation. b) Fusion by absorption. c) Triangular fusion. d) Abbreviated merger. e) Forward triangular fusion. f) Triangular fusion in reverse. g) Merger with forced exclusion of minority shareholders.

• International fusion.
• Acquisitive and reorganizational mergers.
• The Fusion process and its phases:

1. a) Previous dealings. b) Exchange or exchange ratio. c) Preparation of the merger project. d) Summons. e) Right of inspection. f) Approval of the merger project. g) Right of withdrawal. h) State authorizations and registration.

• Fusion effects.
• US Legal Merger and Acquisition System.
• Friendly Takeovers.
• Hostile Takeovers.
• Squeeze or freeze-out:

1. a) Freeze-out triangular mergers. b) Sale of all or substantially all assets. c) Reverse-stock split d) Cash-out merger.

• Takeover Defenses:

1. a) Staggered board. b) Poison pills. c) Self-tender. d) Pac Man. e) Crown jewel. f) White Knights & White Squires.

• Case Vs UOPinc.
• Case Unocal Vs Mesa Petroleum.
• Revlon Vs MacAndrews & Forbes Holding.

MODULE VI. ACQUISITIONS.

• Share purchase agreement (SPA).
• Formation of the contract, essential elements and their effects.
• The free trading of shares and its restrictions.
• Types of Process / Sale.

1. a) Competitive Process (auctions / auctions) vs individual private negotiations. b) Private Purchases vs. Public Securities Market Purchases. c) Buyouts vs. Joint Ventures. d) Private Equity – Peculiarities.

• The purchase price and terms for payment.

1. a) Competitive Process (auctions / auctions) vs individual private negotiations. b) Price adjustments (PPA – purchase price adjustments). c) Lock Box. d) Holbacks vs. Escrow. e) Earn outs.

• Representations and warranties. (Reps & Warranties).

1. a) Nature. b) Timing of declarations. c) Fundamental declarations. d) General statements. e) Qualifications. f) Disclosure Schedules and knowledge. g) Insurance policy for declarations and guarantees (Representation and Warranty Insurance – R&WI).

• Mutual Obligations. (Covenants).

1. a) General. b) Details of the transaction.

• Conditions Precedent

1. a) General. b) Details of the transaction.

• Indemnity Package – General Introduction.
• Indemnity package.

1. a) General Liability Regime. b) Specific Indemnities. c) Limitations (Baskets, De minimis, Deductible, Caps, Survival). d) Sandbagging vs. Anti-sandbagging Clauses. e) Effects of Due Diligence. f) Effects of Disclosure Exhibits.

• Closing.

a) Compliance with the Precedent Conditions. b) Material adverse effect (MAE). c) Closing of obligations. d) Closing deliverables.

• Termination.

a) General Causes. b) Deadline (Long-Stop Date). c) Penalties. Defects.

• Other issues to consider.

a) General Clauses (Applicable Law; arbitration; etc.). b) Guarantees. c) Accessory Documents (TSA, Escrow, Additional Contracts, etc.). d) Special Regimes – Transactions in regulated sectors (financial sector, companies listed on the stock exchange, other regulated sectors).

• Preparation of the report.
• Sale (total / partial) of assets.
• Requirements of the total sale of assets.
• Main differences between the sale of shares and the sale of assets.

1. a) Asset deal vs. Share deal. b) Advantages / Disadvantages.

• Asset purchase agreement (APA).

MODULE VII. JOINT VENTURES AND SHAREHOLDERS AGREEMENTS.

• The creation and form of a joint venture (unincorporated & incorporated JV).
• Purpose and scope of the Joint Venture.
• Voting regime of the Joint Venture.
• Stock trading modalities:

1. Tag-along.
2. Drag-along.
3. Deadlock.
4. Call option.
5. Put.

• General considerations of shareholder agreements.

1. Substantial aspects.
2. Joint Venture Administration.
3. Distributions and transfers.
4. Restrictions on the competition of the parties.
5. Para-social agreements in M&A operations.
6. Responsibility Regime.
8. Resolution of conflicts of the Joint Venture.

MODULE VIII. PRIVATIZATIONS.

• Conception of privatization.
• Democratization of state property.
• Transfer of share ownership of the state.
• Legal aspects of privatizations (Law 226 of 1995).
• MODULE IX. CONTROL OF BUSINESS CONCENTRATIONS.
• Horizontal and Vertical Integrations.
• General and particular authorization regime.
• Assumption Objective, Assumption
• Subjective and Chronological.
• Notification obligation.
• Definition of relevant market.
• Structure of the relevant market.
• Potential effects on the market.
• Pre-evaluation procedure.

MODULE X. TAX ASPECTS OF M&A TRANSACTIONS.

• Income tax, sales and double taxation agreements.
• Use of tax benefits.
• Indirect sales tax regime.
• Dividend tax.
• Occasional income tax.
• Special regime for Colombian holding companies CHC.
• Transfer prices.
• MODULE XI. LEGAL ASPECTS OF THE FINANCING OF M&A OPERATIONS.
• Legal project finance.
• Syndicated loans.
• Initial public offerings (IPO).
• Takeover bids (OPA).
• Bond issue.

MODULE XII. M&A TRANSACTIONS OF COMPANIES IN INSOLVENCY.

• M&A of companies and assets in bankruptcy.

MODULE XIII. LITIGATION REGARDING MERGERS AND ACQUISITIONS.

• Litigation in the Acquisition contract.
• Litigation in the Merger contract.