Hands-On Drafting & Clause-by-Clause Analysis of Major Commercial & Corporate Contracts

SEMINARS & WORKSHOPS

Join our 2-Day Practical Workshop on Hands-On Drafting & Clause-by-Clause Analysis of Major Corporate and Commercial Contracts

This 2-day intensive practical program for In-House Counsels (Clause-by-Clause Drafting) has been specially designed to offer you with in-depth and hands-on training on understanding and drafting of major corporate/commercial agreements. You will develop real time understanding on drafting, negotiations and agreement writing skills! Each major technique that you will learn has been used to deliver measurable results in real world for top organizations. You'll learn how to apply these techniques to deliver excellent results to your organization.

If you choose to improve your writing, drafting and negotiation corporate commercial contracts by attending our workshop, we promise that:

You will DEVELOP agreement writing skills! Each major technique that you learn has been used to deliver measurable results in the real world for top-notch organizations.
You'll learn how to apply these techniques to deliver excellent results to your organization.
Your hands-on learning experience will be more than just interactive - it will be PERSONAL! You'll engage in exercises with immediate feedback.
You will have FUN! You’ll enjoy a truly rewarding experience as the reading material and exercises are lively and entertaining as well as educational.

Cover topics as following:

SALE AND PURCHASE OF SHARES AGREEMENT
SALE AND PURCHASE OF ASSETS / BUSINESS
SHARES SUBSCRIPTION AGREEMENT
SHAREHOLDERS AGREEMENT
UNINCORPORATED JOINT VENTURE AGREEMENT
CALL OPTION AGREEMENT
PUT OPTION AGREEMENT
SUBSCRIPTION OPTION AGREEMENT

Objectives

	Learn how to recognise drafting problems and to re-draft poorly drafted clauses
	Be familiar with operative clauses and the reasons such clauses
	Learn the technique and strategies of safeguarding your positions
	Appreciate your capacity in relation to the contracts that you are negotiating
	Understand that winning in negotiations is to be earned, rather than not granted without restraint
	Focus on agreement structure, protective clauses and clarity
	Understand boilerplate and other typical contract clauses
	Understand the principles of interconditionality and condition precedents
	Find out how to avoid over-complex sentences and structures

Who MUST attend?

Legal Advisors
In-house Counsels
Contract Negotiators
Legal Managers
Finance Managers
Business Development Managers
Corporate Strategy Managers
Practicing Lawyers
Government's Legal Advisers

Programme Content

SESSION 1	SALE AND PURCHASE OF SHARES AGREEMENT
	Concept of “share” Share as an asset Buying and selling of shares Distinction between private company and public company Internal approvals External approvals Buying and selling process Cut of date Treatment of dividend Due diligence Due diligence vis a vis the documents structure Covenants pending completion Representations and warranties Indemnities Completion agenda Passing of legal and benefit ownership Management control Due diligence post completion Retention clause Liabilities post completion
SESSION 2	SALE AND PURCHASE OF ASSETS / BUSINESS
	Purchase of assets Purchase of assets on standalone basis Purchase of assets as ongoing concern Categories of assets Securing vesting of interest and rights in the assets Approval of external parties Consent and agreement of third parties Licensing regime for asset ownership Allocation of purchase price Tips in negotiating business and assets transfer Exclusion of Liabilities Contracting out Indemnities Price Retention
SESSION 3	SHARES SUBSCRIPTION AGREEMENT
	Concept of Share Subscription The Structure of Share Subscription Agreement Parties to the Share Subscription Agreement Warranties for Share Subscription Agreement Warranties from Company/Shareholders Allocation of responsibilities between Company & Shareholders Indemnities & where to seek indemnities Completion agenda Joint & several indemnities Remedies for breach
SESSION 4	SHAREHOLDERS AGREEMENT
	What is Shareholders Agreement? Parties to Shareholders Agreement The relationship between Shareholders Agreement, Companies Act and Memorandum & Articles of Association Distinction between Shareholders Agreement and Joint venture Agreement Ensuring harmonization of the governing documents Conditions Precedents Commencement and duration Capital structure and capital enlargement Management and management structure Managing Director, CEO, COO and CFO Allocation of management functions among the parties Termination and accrued liabilities Inclusion of new shareholders Transfer of shares/ pre-emptive rights
SESSION 5	UNINCORPORATED JOINT VENTURE AGREEMENT
	What is joint venture? Incorporated vs unincorporated joint venture Structure for the joint venture Corporate governance of joint venture Termination of joint venture Legal due diligence in joint venture Contractual rights of joint venture partners and shareholders
SESSION 6	CALL OPTION AGREEMENT
	What is call option? Purpose of a call option Option period Exercise period Option price Appraising the risk of the counter party Dangers awaiting call option structure Effect on directorship/management structure Grantor’s obligation and Grantee’s right Holding of call option shares Preservation and standstill arrangement Composite approval process
SESSION 7	PUT OPTION AGREEMENT
	What is put option? Purpose of a put option Put Option period Exercise period Put Option price Appraising the risk of the counter party Dangers awaiting put option structure Effect on directorship/management structure Grantor’s obligation and Grantee’s right Preservation of solvency of the grantor Holding of put option shares Composite approval process
SESSION 8	SUBSCRIPTION OPTION AGREEMENT
	What is Subscription Option Agreement? Purpose of Subscription Option Agreement Option notice Warranties: from whom? Effect on directorship/management structure Extent of representatives & warranties Completion agenda Prevention of dilution Adjustment of subscription price Covenants pending completion Indemnity

Azmi Mohd Ali
Senior Partner of Azmi & Associates

About the Course Leader:

Azmi Mohd Ali, is the Senior Partner of Azmi & Associates, a corporate and commercial-based law firm of more than 40 lawyers, in Kuala Lumpur, Malaysia. He is an experienced corporate lawyer with extensive expertise in areas of mergers and acquisitions, joint ventures, cross-border transactions, corporate restructuring, project finance, privatization, debt restructurings, energy, oil and gas.

Prior to becoming a corporate lawyer in 1991, Azmi spent 7 years as an in-house counsel of PETRONAS (a Fortune 500 company). As a PETRONAS in-house counsel, he was involved in projects of national importance for Malaysia such as Gas Sales Agreements, Production Sharing Contracts, Joint Development Authorities and Petrochemical Projects.

His vast skills and experience in the areas of corporate law in Malaysia are well noted and acknowledged by various international publications including the Asia Law Profiles, Asia Legal Business and Legal 500. Every edition of Legal 500 for the past several years recognizes him as a leading corporate lawyer in Malaysia. He has represented Malaysian companies in cross border transactions involving the US, UK, Germany, France, Japan, Hong Kong, Saudi Arabia, Austria, Switzerland, Australia and many other countries.

He was named as one of the members of the Merger Integration Committee of Synergy Drive Sdn Bhd in 2007, the promoter of the largest merger in the Malaysian history involving 8 listed companies, which created an entity with revenue of more than RM26 Billion per annum and market capitalization of more than RM31 Billion. (making it one of the largest companies listed on the Malaysia Stock Exchange)

He has been identified by the 2006, 2007 and 2008 Asialaw Leading Lawyers survey as one of the most highly-acclaimed legal experts in the Asia-Pacific region. He has been regularly consulted by the World Bank in its annual surveys on nations’ competitiveness.

He was named by ALB Magazine, as one of Asia’s 100 top ‘hottest’ lawyers of 2007 categorised in ‘The Movers’ list.

He is a member of the advisory council of the Gearson Lehrman Advisory Group based in New York and is also a member of the Executive Management team of the First Law International, a law firm of network of close to 30 law firms with its headquarter in Brussels, Belgium.

The firm he is strategising for, Azmi & Associates is a proud member of TerraLex, the Worldwide Network of Independent Law Firms. With more than 165 top independent law firms and 16,000 attorneys in nearly 105 countries and more than 40 States in the US, TerraLex firms are experienced in guiding clients through the challenges of international business with “Global Reach, Local Expertise”.

September 2010

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28/10/2010		Practical Workshop on Hands-On Drafting & Clause-by-Clause Analysis of Major Contracts

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