Corporate Advisers' MasterClass

997

Course Description

Courses can be purchased individually.

Purchase for half price the complete Corporate Advisers' MasterClass of 130 videos (33 hours), 25 Case Studies and 19 Due Diligence Check Lists.

Course	Videos	Length (h:m)	Price (excl. VAT)
How to Become a Corporate Adviser	4	01:16	FREE
How to Write a Persuasive & Effective Business Plan	11	02:10	FREE
Strategies for Buying & Selling SMEs	25	08:51	£497
Understanding Corporate Finance Documents	14	04:27	£247
Commercial Due Diligence for Buying and Selling Companies	15	05:14	£247
Understanding Sale & Purchase Agreements	18	04:13	£297
Understanding Loan Documents & Security	21	03:20	£297
Joint Ventures & Strategic Alliances	22	03:57	247
25 Case Studies	-		£147
19 Due Diligence Check Lists	-		£47
TOTALS	130	33:30	£2,026

... or buy all the courses above at half price

Complete Corporate Advisers' MasterClass

130

33:30

£997

Buying the Complete Corporate Advisers' MasterClass is more cost effective than buying each course individually.

All prices exclude VAT @ 20%.

Director of Training Roger Baden-Powell

Barrister and Stockbroker

Roger Baden-Powell qualified as a barrister and joined Joseph Sebag & Co., London stockbrokers, as a property and insurance analyst. In 1978, he became a partner of the firm and was appointed head of equity research and a Member of the London Stock Exchange. Whilst with the firm, he was seconded for two years as the London Stock Exchange Representative to the Executive of the City Panel on Take-overs and Mergers.

Corporate Adviser and Investment Manager

From 1981-1987, he was a partner of Baden-Powell, Chilcott & Co., a City of London based corporate finance and investment management firm. Corporate finance activities included advice on merges and acquisitions and general financial, commercial and legal advice. The firm also owned minority interests in an insurance broking company and an advertising agency.

Investment Banker

From 1988-95, he was with Bank Mees & Hope NV, a Dutch merchant bank (a subsidiary of ABN-Amro) and, in 1991, was appointed CEO of the bank’s UK corporate finance and investment management subsidiaries and executive chairman of the bank’s UK private client stockbrokers, Shaw & Co..

Corporate Adviser and Trainer

Since 1996, he has been a director of Baden-Powell Associates Limited (BPAL), corporate advisers. In 2002, he distilled his experience of corporate deals into 16 one-day courses which he has now presented over 700 times in and around Europe … sometimes as far away as Moscow, Riyadh and Johannesburg. Approximately 7,500 accountants, lawyers, corporate advisers, bankers and business owners have attended his one-day courses over 98% of whom have said, in their written testimonials, that his practical and commercial emphasis on examples of real deals was a very effective learning format. In 2017, he videoed his most popular courses which are now available as the "Corporate Advisers’ MasterClass"(130 videos with 33 hours of training).

Course curriculum

1. Introduction – Objectives of Buyers & Sellers
2. Acquisitions – Common Errors in the Acquisition Process
3. Acquisitions – Acquisition Strategy
4. Acquisitions – Acquisition Planning
5. Acquisitions – Approach Tactics
6. Acquisitions – Evaluation of the Synergies
  FREE PREVIEW
7. Acquisitions – Buyer’s Negotiations
8. Acquisitions – Integration
9. Management Buyouts – Management’s Perspective
10. Management Buyouts – Management’s Estimate of Price
11. Management Buyouts – Is the Business Suitable?
12. Acquisitions/Disposals – Principles of Valuation
13. Acquisitions/Disposals – Valuation by Comparison
14. Acquisitions/Disposals – Warranty & Indemnity Insurance
15. Acquisitions/Disposals – Appointment of Advisers
16. Additional Problems – Family Companies & Succession
17. Relationships With Banks – Managing Expectations
18. Disposals – Common Errors in the Disposal Process
19. Disposals – Preparing a Company for Sale
20. Disposals – Grooming a Company
21. Disposals – Searching for a Buyer
22. Disposals – Seller’s Negotiations
23. Disposals – Refining the Earn-Out Formula
24. Acquisitions/Disposals – Final negotiations
1. Initial Documents – Non-Disclosure Agreements
2. Initial Documents – The Information Memorandum
3. Supporting Documents – Heads of Agreement, Exclusivity Agreements, Comfort Letters
4. Principal Documents – Shareholders’ Agreements
5. Principal Documents – Service Agreements, Consultancy Agreements
6. Principal Documents – Option Agreements
7. The Structure of an Agreement – Parties, Definitions, Pre-conditions, Covenants
8. The Structure of an Agreement – Representations & Warranties
  FREE PREVIEW
9. The Structure of an Agreement – The Purpose & Scope of Warranties
10. The Structure of an Agreement – Protection Clauses for the Seller
11. The Structure of an Agreement – Protection Clauses & Remedies for the Buyer
12. Completion – Managing a Completion Meeting
13. Completion – Resolving timing problems
1. Introduction – Background
2. Application of Due Diligence – When And How Much?
3. Initial Evaluation of the Target – What Approach?
4. Warranties or Due Diligence? – Why Both Are Essential
5. Personnel & Organisation – Core Due Diligence Team
6. Commercial Due Diligence – General Considerations & Objectives
7. Commercial Due Diligence – The Target’s Ability to Compete
8. Commercial Due Diligence – Analyse The Operational Risk
9. Commercial Due Diligence – Test The Results
  FREE PREVIEW
10. Legal Due Diligence – Lawyers’ Responsibilities
11. Financial Due Diligence – Commercial Objectives
12. Financial Due Diligence – Assess The Culture
13. Financial Due Diligence – Indicators of Potential Fraud
14. Specialist Due Diligence – Overview
15. Financial Due Diligence – Accountant’s Report
1. Introduction – Structure of an Agreement
2. Transfer & Re-Transfer of Risk – Drafting Objectives
3. Transfer & Re-Transfer of Risk – Representations & Warranties
4. Transfer & Re-Transfer of Risk – Indemnities
5. Completion Meetings – The Deal Must Complete
6. The Warrantors – Who Should Give Warranties
7. Disclosure Letters – Objectives
  FREE PREVIEW
8. Disclosure Letters – General & Specific Disclosures
9. Disclosure Letters – Fair Disclosure & Non-Disclosure
10. The Warranties – Seller’s Liabilities & Buyer’s Remedies
11. The Warranties – Buyer Extends Remedies
12. The Warranties – Seller Limits and Excludes Liability
13. The Warranties – Claims Against Third Parties
14. The Warranties – Warranty & Indemnity Insurance
15. The Warranties – Date of Application
16. Property Warranties – Investigation of Title
17. Tax Warranties – Objectives & the Tax Deed
18. Final Negotiations– Completion Accounts & Locked Box
1. Introduction – Types of Loan & Permitted Use
2. Introduction – Overview of Syndicated Facilities
3. Negotiating Positions – Objectives of Lender & Borrower
  FREE PREVIEW
4. Loan Agreements – Structure of a Loan Agreement
5. Term Sheets – Usual Provisions & Borrower’s Refinements
6. Loan Agreements – The Facility & its Purpose
7. Loan Agreements – Calculation of Interest & Costs
8. Loan Agreements – Nature of Representations & Warranties
9. Loan Agreements – Types of Covenant & Consequences
10. Loan Agreements – Meaning of a Negative Pledge
11. Loan Agreements – Events of Default & Grace Periods
12. Loan Agreements – Cross-Default, MAC Clause & Acceleration
13. Guarantees – Secondary Obligations & Limitations
14. Security – Possession, Ownership, Mortgages & Rights
15. Security – Fixed Charges, Floating Charges & Debentures
16. Security – Charging the Assets
17. Inter-Party Agreements – Inter-Creditor/Subordination Deeds
18. Road Blocks – Insolvency, Environment & Pensions
19. Reviewing the Document – Lender’s Principal Concerns
20. Reviewing the Document – Borrower’s Principal Concerns
21. Reviewing the Document – Legal Opinion
1. Introduction – Background
2. Advantages of Corporate Partnering – Purpose
3. Advantages of Corporate Partnering – Initial Considerations
4. Objectives of Corporate Partnering – Motivation
5. Selecting a Corporate Partner – Decision Process
6. Selecting a Corporate Partner – Overall Strategic Assessment
7. Selecting a Corporate Partner – Negotiation
8. Reasons For Failure – Traps To Avoid
9. Analysing The Downside – Risk Assessment
10. Types of Structure – Overview
11. Types of Structure – Contractual Joint Venture
12. Types of Structure – Corporate Joint Venture
13. Types of Structure – Dual-Headed Structure
14. Types of Structure – Strategic Alliance/Equity Investment
15. Types of Structure – Partnership
16. Types of Structure – European Union Structures
17. Legal Considerations – Negotiating The Contracts
  FREE PREVIEW
18. Management – Overview
19. Management – Qualities & Implementation
20. Management – Minority Protection
21. Termination – Exit Planning
1. Case Study 01: Advising a client on the options for expansion
2. Case Study 02: Devising a Workable Shareholders’ Agreement
3. Case Study 03: Advising a client wishing to sell a company
4. Case Study 04: Advising a client on restructuring a mini conglomerate
5. Case Study 05: Advising a client on a proposed AIM Listing
6. Case Study 06 : Calculating a client’s shareholding and the ‘envy ratio’
7. Case Study 07: Considering the financial consequences of a ratchet
8. Case Study 08: Ascertaining an approximate value with DCF, NAV and PER
9. Case Study 09: Advising on an earn-out structure
10. Case Study 10: Considering the price of a company’s shares on flotation
11. Case Study 11: Negotiating the value of a company using a PER
12. Case Study 12: Explaining the mathematics of a rights issue
13. Case Study 13: Considering debt versus equity
14. Case Study 14: Explaining the mathematics of convertible loan stock
15. Case Study 15: Structuring an acquisition to take account of the risks
16. Case Study 16: Planning a legal due diligence
17. Case Study 17: Considering a draft disclosure letter
18. Case Study 18: Explaining the concept of ‘fair disclosure’
19. Case Study 19: Discussing the advantages & disadvantages of three joint venture options
20. Case Study 20: Advising the junior partner in a proposed joint venture
21. Case Study 21: Managing a completion meeting – Part 1
22. Case Study 22: Managing a completion meeting – Part 2
23. Case Study 23: Discussing the role of the chairman – Part 1
24. Case Study 24: Discussing the role of the chairman – Part 2
25. Case Study 25: Advising the board of a company facing insolvency
1. 01. Due Diligence Check List – Preliminary Considerations
2. 02. Due Diligence Check List – Corporate, Legal and Capital Structure
3. 03. Due Diligence Check List – Material Contracts and Agreements
4. 04. Due Diligence Check List – Financial Data
5. 05. Due Diligence Check List – Accounting Responsibility and Function
6. 06. Due Diligence Check List – Management & Employees
7. 07. Due Diligence Check List – Markets & Competition
8. 08. Due Diligence Check List – Products and Production
9. 09. Due Diligence Check List – Property
10. 10. Due Diligence Check List – List of Assets (Excluding Real Property)
11. 11. Due Diligence Check List – Information Systems
12. 12. Due Diligence Check List – Intellectual Property
13. 13. Due Diligence Check List – Tax Status
14. 14. Due Diligence Check List – Litigation
15. 15. Due Diligence Check List – Environment, Health & Safety
16. 16. Due Diligence Check List – Regulatory and Compliance
17. 17. Due Diligence Check List – Acquisitions, Disposals & Joint Ventures
18. 18. Due Diligence Check List – Insurance
19. 19. Due Diligence Check List – Miscellaneous

About this course

£1,196.40
170 lessons
32.5 hours of video content

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Courses can be purchased individually.

Purchase for half price the complete Corporate Advisers' MasterClass of 130 videos (33 hours), 25 Case Studies and 19 Due Diligence Check Lists.

... or buy all the courses above at half price

How to Become a Corporate Adviser

How to Write a Persuasive & Effective Business Plan

Strategies for Buying & Selling SMEs

Understanding Corporate Finance Documents

Commercial Due Diligence for Buying and Selling Companies

Understanding Sale & Purchase Agreements

Understanding Loan Documents & Security

Joint Ventures & Strategic Alliances

25 Case Studies

19 Due Diligence Check Lists

About this course

£1,196.40