Drafting and Reviewing Commercial Contractswww.mylaw.net
What you'll learn on the course
Teachers and trainers (1)
An alumnus of NLSIU, Bangalore, Deepa was formerly a Senior Associate in the General Corporate and Insurance Team of Amarchang Mangaldas Suresh A. Shroff & Co. She led numerous transaction teams through the drafting, negotiating, and closing of various high profile M & A transactions. At Rainmaker, Deepa focuses on courses in the corporate commercial field and writes regularly on issues relating to Mergers & Acquisitions, Drafting and Reviewing Commercial Contracts and Insurance Law.
Unit 1: Drafting a Memorandum of Understanding
• Understand the purpose, structure, and content of a ‘Memorandum of Understanding’ and a ‘term sheet’.
• Learn to analyse and review Memorandums of Understanding and term sheets.
• Learn to draft key terms for a Memorandums of Understanding and term sheets to address your requirements.
Unit 2: Drafting Share Purchase and Share Subscription Agreements
• Understand the purpose, structure and content of Share Purchase and Share Subscription Agreements.
• Learn to analyse and review Share Purchase and Share Subscription Agreements.
• Learn to draft key clauses for Share Purchase and Share Subscription Agreements to address your requirements.
Unit 3: Drafting Shareholders Agreements
• Understand the purpose, structure and content of Shareholders Agreements.
• Learn to analyse and review Shareholders Agreements.
• Learn to structure and draft key clauses for Shareholders Agreements to address your requirements.
Unit 4: Drafting Asset Acquisition Agreements
• Study the documents required for an ‘asset sale’ and a ‘slump sale’ and the main terms and conditions to be included in each document.
• Learn to draft these documents based on the party you are representing.
Unit 5: Drafting Joint Venture Agreements
• Understand the purpose of Joint Venture Agreements and identify situations where you require a joint venture in commercial transactions.
• Learn to analyse and review Joint Venture Agreements.
• Learn to draft key terms to be included in a Joint Venture Agreement, including board representation, share transfer restrictions, and veto rights.
Unit 6: Drafting Conditions Precedent clauses
• Understand the purpose and content of a ‘conditions precedent’ clause.
• Learn to draft this clause correctly based on the rationale and purpose of the parties to the transaction.
Unit 7: Drafting Representations and Warranties clauses
• Understand what ‘representations’ and ‘warranties’ are.
• Learn to draft Representation and Warranties clauses from a seller’s perspective as well as a buyer’s perspective.
• Understand the scope of representations and warranties based on the nature of the deal and the client you represent.
Unit 8: Drafting Indemnification Clauses
• Understand the purpose of indemnification clauses.
• Examine the different types of indemnity clauses used in the market.
• Understand need and rationale for different types of indemnification clauses and the key principles to be kept in mind while drafting these clauses.
Unit 9: Drafting Boilerplate Clauses
• Understand the purpose and content of boilerplate clauses in commercial documents.
• Learn to draft and adapt boilerplate clauses to address your requirements.
Unit 10: Drafting Ancillary Agreements
• Understand the different types of supplementary agreements that are integral to commercial transactions.
• Learn about data sharing agreements, escrow agreements, and name license agreements.
• Study how the type and nature of these agreements will differ based on the facts and circumstances of a situation.
Did You Know: • That putting a financial cap in an indemnification clause is an effective tool for limiting a seller’s liability? • That there are certain ‘boilerplate’ clauses that are present in almost every commercial contract? • That a memorandum of understanding may be binding or non-binding on the parties? • That ‘Russian Roulette’ is an effective mechanism to resolve deadlock situations between shareholders?