About the Course
Throughout the course, Practical Law precedents will be used as specimen documents, together with a series of case studies, to illustrate how the drafting impacts on the "interpretation" of the accounting clauses:
- Overview and introduction: The purpose of the accounting clauses: risk management, accounts warranties (and the link to financial due diligence), consideration and price adjustment clauses (and the link to warranties), production of completion accounts, locked boxes and earn-outs.
- Accounts warranties: Drafting general statutory accounts warranties, drafting more specific asset and liability warranties (including post performance warranties) - how to decide what to include and what to concede on and how to focus them, management accounts and accounting records warranties, an analysis and implications of the decision in Macquarie Internationale Investments Ltd and Glencore UK Limited and practical tips on how to get the most out of the warranties.
- Price adjustments and Completion Accounts: A purchaser "friendly" approach with explanation of common price adjustment mechanisms and targets including Net Assets, Working Capital, and a Debt Free Cash Free deal basis with a Net Debt adjustment concentrating on definitions and structuring the elements to avoid unintended consequences. Putting together Completion Accounts instructions and identifying questions that need to be asked of the advising accountants and your client.
- Locked Boxes: The reasons for a locked box, focusing on both seller and buyer points, the business risk associated with the "Agreed Accounts" and the issue of leakages.
- Earn Outs: Commercial reasons for choosing an earn-out; the risks (especially with continued seller involvement), accounting issues and possible definitions of earnings; and what should be considered for inclusion in the agreement.
You will benefit by:
- Being more confident in drafting the accounting clauses in acquisition agreements.
- Knowing when to seek clarification from their clients and advising accountants and which questions to ask.
- Being better prepared to manage the "accounting" risk inherent in the accounting clauses.
Numbers are limited to ensure quality.
To book your place, please complete the following registration form by 27 February 2014 to claim our Early Bird Offer.
For more information on this course please click here.
Other MHAS Events:
- Thursday 26 March 2014 - Demystifying Financial Statements - The Essentials
- Wednesday 9 April 2014 - The Essentials M&A Tax Toolkit for Corporate Lawyers
- Thursday 15 May 2014 - Business Valuations - A Practical Guide for Lawyers
- Thursday 12 June 2014 - Distributable Profits - The Essentials and Practical Applications
- Tuesday 24 June 2014 - Financial Disclosures in and Offering Memorandum
20 March 2014
- 09h30: Registration
- 10h00: Morning session
- 13h00: Lunch
- 13h40: Afternoon session
- 17h00: Course finishes
6 CPD Points
Book before 27 February 2014 to claim our Early Bird Offer!
- Subscribers: £325
- Non-Subscribers: £375
- Subscribers: £400
- Non-Subscribers: £450
* all pricing subject to VAT
Maclntyre Hudson Advisory Services LLP
New Bridge Street House
30 - 34 New Bridge Street
London EC4V 6BJ
Please click here for directions.
Who should attend:
Lawyers involved with acquisitions
Ideally delegates attending will be familiar with the fundamentals of financial statements to obtain maximum benefit from this course. Detailed UK GAAP or IFRS knowledge is not necessary.
For more information on MacIntyre Hudson Advisory Services please click here.
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