Deal Structuring

Date & Time: 7-8 August 2024 (Day 1 & 2: 9.30am - 5.00pm)
Venue: SAL, Stamford 1 & 2, The Adelphi #08-08, 1 Coleman Street S(179803)

 

Corporate Module 1: Deal Structuring

 

This module is designed for junior lawyers to be able to understand the fundamentals of deal structuring legal transactions; develop skills to analyse the features, merits, and drawbacks of common deal structures in various practice areas and to advise clients on deal structures confidently. Participants will be able to:

 

  • Distinguish between deal types, such as asset sale and share sale transactions, and grasp the unique provisions needed for each
  • Address cross-border complexities, encompassing governing law, jurisdictional considerations, and contractual provisions like warranties and indemnities
  • Explore the various stages of deal progression, incorporating preliminary agreements to facilitate negotiation and due diligence processes effectively
  • Examine different business frameworks, including the function of holding companies, and consider the contribution of transactional lawyers in facilitating deals

 

Come join us for a complimentary session with Dr. Andrew Godwin on "Practice, Academia, and Law Reform – Weaving the Threads Together" on 7 August 2024. Registration starts at 5:00pm, seminar at 5:30pm, and networking refreshments at 6:30pm, held at Stamford 1 & 2, Singapore Academy of Law. Discover insights from Dr. Godwin's 15 years in private practice, 15 years in academia, and 3.5 years in law reform work. Click here Practice, Academia and Law Reform – Weaving the Threads Together (lawnet.com) for more details.



CPD Points : TBC

Architectual of deals

Deals for lawyering

Transactions

CS CPD
+
-

Disputes Module 1: Deal Structuring

2 days - 9.30am – 5pm


Day 1

9.30 am - 10.00 am

Welcome and introduction, focus of the module, learning objectives and outcomes

10.00 am - 10.30 am

Ethical issues that arise in the context of Deal Structuring

10.30am – 11.30am

Setting the scene and basic deal design structures and factors driving deal structure

11.30am – 11.45am

Tea Break

11.45 am - 1.00 pm

Workshop 1: Basic deal design structures and factors driving deal structure

- Competition law (merger control)

- Tax - Financial statements

- Debt Finance

- Company law (e.g. directors’ duties)

1pm – 2pm

Lunch

2.00 pm - 3.30 pm

Workshop 2: Contractual issues

- Contract types

- Preliminary agreements, confidentiality agreements and exclusivity arrangements

- Commercial issues

- Restrictive covenants

- Risks and contractual risk allocation

- Exit strategies and termination

- Execution, closing and post-closing obligations

3.30pm – 3.45pm

Tea Break

3.45pm - 4.15 pm

Hypothetical case study preparation

4.15 pm - 5.00 pm

Debrief

- Recap on issues covered in Day 1

- Outline of Day 2

 

Day 2

9.30am – 11.00am

Cross border issues and role of deal lawyers

 

Cross border issues

- Governing law

- Dispute resolution

- Working with foreign counsel

 

Role of deal lawyers

- Advising on structure from a legal perspective

- Negotiating deals and supporting cross-cultural communications

- Drafting deal documentation - How deal lawyers add value

11.15am – 1.00pm

Workshop 3: Hypothetical Case Study

- Issues-spotting

- Role-play raised by application and the approach

- Summary discussion

1.00pm – 2.00pm

Lunch

2.00pm – 3.00pm

Panel Discussion on Singapore issues

3.00pm – 3.45pm

Tea Break

4.00pm – 5.00pm

Closing reflections

- Recap on issues covered in this module, including Top Tips and professional development

- General discussion

For enquiries related to this event, please email les@sal.org.sg.

SILE Accredited CPD Activity

Number of Public CPD Points: (TBC) 

Practice Area: Corporate/Commercial

Training Level: General

SILE Attendance Policy

Participants who wish to obtain CPD Points must comply strictly with the Attendance Policy set out in the CPD Guidelines. For this activity, participants are reminded to sign in on arrival and sign out at the conclusion of each day of the event in the manner required by the organiser. Participants must not be absent from each day of the event for more than 15 minutes. Participants who attend Day 1 and comply strictly with the Attendance Policy on that day may obtain 6 Public CPD Points. Participants who attend Day 2 and comply strictly with the Attendance Policy on that day may obtain 5.5 Public CPD Points. Participants who do not comply with the Attendance Policy on any particular day of the event will not be able to obtain CPD Points for that day. Please refer to www.sileCPDcentre.sg for more information.

 

Dr Andrew Godwin

 

Dr Andrew Godwin is a Principal Fellow at Melbourne Law School, Joint Associate Director of the Corporate Law and Financial Regulation Research Program at the Melbourne Centre for Commercial Law and Honorary Associate Director (Commercial law) of the Asian Law Centre. Prior to joining Melbourne Law School as a member of the academic staff in 2007, Andrew was in legal practice for over 15 years, 10 of which were spent in Shanghai where he was a partner of an international law firm.  

 

Andrew works and researches in the areas of financial regulation, financial services law, corporate and insolvency law, property law, and the regulation of the legal profession. Andrew has published extensively in both academic and professional journals. He is a co-author of Sackville & Neave Australian Property Law and Ford, Austin and Ramsay Principles of Corporations Law, and co-editor of Research Handbook on Asian Financial Law (Edward Elgar, 2020), The Cambridge Handbook of Twin Peaks Financial Regulation (Cambridge University Press, 2021) and Technology and Corporate Law (Edward Elgar, 2021).

 

Andrew served as Special Counsel and Acting General Counsel at the Australian Law Reform Commission from September 2020 to February 2024. Andrew has acted as a consultant to a broad range of organisations, regulators and governments, including the Australian Securities and Investments Commission, the Australian Prudential Regulation Authority, the Commonwealth Attorney-General’s Department, the Australian Federal Police, the Asian Development Bank and the World Bank. Andrew is a fellow of the Australian Academy of Law and a member of the Advisory Board of the Asian Business Law Institute in Singapore.

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