Description

This hands-on training program is designed to equip legal professionals with the skills and tools to effectively manage the legal aspects of mergers and acquisitions. Through a strategic and technical lens, participants will learn how to legally secure each stage of the M&A process, anticipate key risks, and contribute actively to value creation in external growth transactions. The training is structured around real-life case studies and practical exercises.

Who is this training for ?

For whom ?

• In-house counsel looking to specialize in M&A.
• General Counsel or Corporate Secretaries involved in strategic transactions.
• Business lawyers (corporate / M&A practice).
• M&A Managers or Corporate Development officers.

Prerequisites

• Solid understanding of corporate and contract law.
• Comfort reading legal documents and managing cross-functional projects.

Training objectives

• Understand the legal and strategic issues involved in M&A transactions.
• Effectively lead legal due diligence and identify contractual and regulatory risks.
• Participate in the negotiation and drafting of key transaction documents.
• Ensure post-deal legal follow-up and contribute to integration success.

Training program

• Understanding the M&A Process
  • Main types of transactions: share deals, asset deals, mergers.
  • Key steps: letter of intent, due diligence, negotiation, signing, closing, integration.
  • Roles of key players: legal department, lawyers, banks, internal teams.
  • Practical exercise: In groups, recreate the legal timeline of an acquisition project.
• Legal Structuring of the Transaction
  • Differences between share deal and asset deal.
  • Impact on contracts, employees, liabilities.
  • Criteria to choose the appropriate structure.
  • Practical exercise: Compare two legal options for a simple case and write a recommendation.
• Legal Due Diligence
  • Preparing and organizing the data room.
  • Reviewing key documents: contracts, disputes, intellectual property.
  • Writing a summary report highlighting key issues.
  •  Practical exercise: Analyze document excerpts to identify risks and sensitive points.
• Negotiation and Drafting of Key Documents
  • Main documents: NDA, LOI, SPA, warranty letter.
  • Important clauses: warranties, liabilities, conditions precedent.
  • Tailoring drafting to balance risks and interests.
  •  Practical exercise: Rewrite a poorly drafted warranty clause to make it clear and balanced.
• Post-Closing Formalities and Integration
  • Legal formalities after closing: registration, amendments to corporate documents.
  • Integration of contracts and internal policies.
  • Monitoring warranties and handling potential disputes.
  • Practical exercise: Create a simple legal checklist of post-closing steps to follow.
• Managing Legal Risks in M&A
  • Identifying common risks (contractual, labor, regulatory).
  • Risk mitigation measures: contract clauses, insurance, additional audits.
  • Monitoring and controlling risks during and after the deal.
  • Practical exercise: List major legal risks in a given case and propose solutions.
• Communication and Coordination in the M&A Team
  • Organizing communication between legal, finance, HR, and operations.
  • Managing expectations of executives and stakeholders.
  • Preparing steering committee meetings and progress reports.
  • Practical exercise: Draft a short summary report for the board on the legal status of an ongoing deal.