Articles

The Anatomy of M&A Deal – Key Features, Recent Trends, Market Practice Client Relationship Management

4 May, 2015

                                                                                   INVITATION
                               Freshfields Bruckhaus Deringer and Mgaloblishvili Kipiani Dzidziguri Workshop:

AGENDA


1. Welcoming Remarks
2. Preparatory stage of an M&A project:

  • Overview of information which usually is provided to the client and special information, which can be shared with the clients without extra costs in the given jurisdiction (fringe benefits), information that can be acquired without entering the data room (publicly available information) as well as information or summaries already prepared by either of our firms, i.e. information which constitutes our contribution (added value) to the project;
  • Letter of Intent (LoI) and Non-Disclosure Agreement (NDA) – discussion of key features, current trends with regard to the scope of such documents.

3. Due Diligence Process:

  • General – short introductory discussion on this part of the transaction process and how it has developed, including difference in approach regarding vendor due diligence vs. bidder due diligence;
  • DD Request List – exchange of information on observed general trends, information on scope of the review, setting up materiality thresholds, limitations;
  • Types of DD Reports – including trends, clients’ expectations, annexes including lawyers’ disclaimers, etc.;
  • Legal Risks – a brief analysis of risks most frequently encountered in transactions;
  • Release and Reliance Letters – discussion of current trends, including the level of liability, remuneration for consenting to the reliance, etc.

4. Transaction Documents: 

  • Discussion of current trends in M&A transactions;Discussion of Georgian regulatory issues - e.g. foreign investment rules, anti-trust approvals, etc.;
  • Typical issues that should be taken into account in share- vs. asset deals;
  • Warranties, indemnities and disclosure.

5. Client Relationship Management

  • Maintaining a relationship with the client after a completed transaction.

6. Summary and closing remarks







29 MAY 2015

Time: 18.00 – 20.00
Venue: Mgaloblishvili Kipiani Dzidziguri (MKD)
71 Vazha-Pshavela ave., 4th floor, office 24

SPEAKERS:
Sebastian Lawson, Partner, Freshfields Bruckhaus Deringer LLP
Andrey Filippenko, Senior Associate, Freshfields Bruckhaus Deringer LLP
Mikheil Gogeshvili, Senior Associate, Mgaloblishvili Kipiani Dzidziguri
Irakli Mgaloblishvili, Partner, Mgaloblishvili Kipiani Dzidziguri

The webinar is conducted in English
Participation is free of charge
Seats are limited

RSVP by Monday 25 May 2015
by email overkhola@mkd.ge  
or by phone +995 32 255 38 80/81

                                                              


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