Description

This Seminar offers 6 verified CPD points by the Cyprus Bar Association.

This course looks at the drafting of share sale and purchase agreements (SPAs) and related transactional documents from the point of view of both parties. It will enhance your understanding of the overall transaction structure, the purpose of the key provisions of the SPA and the effect that amendments can have.

The course also encourages you to develop your drafting skills in context, to enable you to confidently produce more effective and robust agreements for your clients. This course is practical. You will receive a number of ready-made drafted clauses and sample SPA’s for your own use. After looking at the provisions, we will look at real-life scenarios and help you to develop the skills for effective drafting and provision of legal advice to your clients.

Eligibility criteria and CPD Units are verified directly by your association or other bodies in which you hold membership.

Seminar Scope

Aims of the Seminar

• Learn the purpose of the key provisions of the SPA and related transaction documents and the effect that amendments can have on your client’s position.
• Appreciate the function of Warranties and Indemnities and gain an understanding of the differing approaches of the seller and buyer in negotiating the terms of the warranties in the acquisition agreement.
• Improve your delivery of commercially relevant and client-focused advice.
• Increase confidence in your overall ability to draft effective acquisition-related agreements on behalf of your clients.

Why this seminar is important for you?

• This course looks at the drafting of share sale and purchase agreements (SPAs) and related transactional documents from the point of view of both parties.
• It will enhance your understanding of the overall transaction structure, the purpose of the key provisions of the SPA and the effect that amendments can have.
• The course will be interactive, based on realistic case studies and incorporating specific drafting suggestions and precedents.
• The course also encourages you to develop your drafting skills in context, to enable you to confidently produce more effective and robust agreements for your clients.
• You will receive a number of ready-made drafted clauses and sample SPA’s for your own use. After looking at the provisions, we will look at real-life scenarios and help you to develop the skills for effective drafting and provision of legal advice to your clients.
• This seminar is practical and is taught by highly experienced lawyer expert in all areas of corporate law

Best Suitable for

Lawyers, Advocates, Trainee Lawyers, Corporate Administrators, Paralegals, other Professionals

More Information

Course Content

UNIT 1 – Structure of a Sale & Purchase Agreement 

• Letters of Intent & Heads of Agreement 

• agreements leading up to the SPA

• Definitions

•  Exchange & Completion 

• Boilerplate Clauses 

• Schedules 

• Comfort Letters & Side Letters 

• Sample precedents, discussion & quiz 

UNIT 2 – Representations, Warranties & Indemnities 

• Drafting Objectives 

• Purpose of Warranties 

• Warranties given by the Seller 

• Warranties given by the Buyer 

• Indemnities given by the Seller 

• Sample precedents, discussion & quiz 

UNIT 3 – Completion Meetings Management of the Meeting

• Solicitors’ Undertakings 

• Timing problems 

• Completion in Escrow 

• Sample precedents, discussion & quiz 

UNIT 4 – Warranties, Disclosure, Completion Accounts 

• Who should give Warranties? Dual-purpose of Warranties. 

• What is Disclosure? 

• Effect of the Warranties 

• Completion Accounts (comparison, mechanisms, limiting areas of potential dispute etc.)

• Sample precedents, discussion & quiz.

Course Methodology

Live distance learning via Zoom. This method enables the instructor to continuously assess the receptivity of the trainees and to be constantly updated accordingly. During the training, appropriate techniques will be developed and assist the subject of training. Regular discussion and participation are the main pillar of the training techniques in this program.

Trainer

Androulla Poutziouris, LLB, LLM, ADVOCATE

Certificate Awarded

A Training Certificate will be awarded to those participants who will successfully complete the training.

The Training Certificate, at the bottom, will state: "The program was approved by the Human Resources Development Authority". The CPD points awarded will also be included on the certificate.