Day 1
8:40 AM – 8:50 AM
Registration
8:50 AM – 9:00 AM
Welcome Address VCCircle
9:00 AM – 10:30 AM
SESSION A: Post-Merger Integration in M&A deal – Managing key integration challenges
Presenter: Vishal Aggarwal, Group Head Corporate Development & Planning at Sterlite Technologies Limited
Topics covered:
- Post-deal commercial aspects of M&A including client integration, HR integration, IT systems integration, Brand integration and how to derive the optimal value out of M&A
- Importance of having the right Operating Model
- Typical issues in post-merger integration
- Importance of culture in a M&A and how culture matters in integration
- 30-60-90 Day Integration plan
- Choosing the Right team for Integration
- Strike Balance between Governance vs Independence
- Leveraging the best of both organizations
- Communication effectively and timely
- Case Studies and learnings
10:30 AM – 10:45 AM
Break
10:45 AM – 12:15 PM
SESSION B. Important post investment legal matters
Presenter: Akshay Bhat, Partner Corporate/M&A, Private Equity and Venture Capital at Cyril Amarchand Mangaldas & Karan Kalra, Founder at Bombay Law Chambers
Topics covered:
- Transition Support Agreements in M&As
- Dealing with successor liabilities and past period claims
- Emphasis on Indemnities Holdbacks and Escrows
- Governance Matters:
- Managing a Board
- Joint decision matters and Veto rights
- Deadlock resolution
- Non-compete obligations
- Exits:
- Exit rights in PE / VC deals
- Exiting for a JV / Merged entity
12:15 PM – 12:45 PM
Lunch Break
12:45 PM – 2:15 PM
SESSION C: Managing portfolio investment and maximizing value for all stakeholders
Presenter: Raja Lahiri, Partner - Transaction Advisory Services, Grant Thornton India LLP & Alok Verma, Senior Strategy Leader and Partner, Grant Thornton
Topics covered:
- Post Deal Integration Overview (Integration Strategy, 100 day plan, Realistic revenue & synergies)
- Implementing the 100-day Post Investment Plan covering clients, people, finance and governance
- Typical issues post-investment, investor and entrepreneur’s perspective
- Bringing in the right corporate governance structure and board structure, including appointment of statutory and internal auditors
- Monitoring the investment and best practices
- Planning exit strategies
Day 2
8:50 AM – 9:00 AM
Speaker Introduction
9:00 AM – 10:30 AM
SESSION D: Post-investment phase of monitoring the investment and bringing the appropriate corporate governance standards
Presenter: Abhishek Sharman, Founder & Managing Director, Carpediem Advisors Private Limited
Topics covered:
- Financial and operating reporting mechanisms put in place post-investment e.g. management information systems
- Creating best structures to drive company operations, strategy and process innovations e.g. Executive Committee, Advisory Board etc.
- Bringing in industry experts and advisors as portfolio mentors to companies
- Implementing the Board with active participation from Independent Directors
- Bringing in Big 4 audit firms to review financials of the company
- How companies with best practices and corporate governance standards pave way for future growth
10:30 AM – 10:45 AM
Break
10:45 AM – 12:15 PM
SESSION E: How to integrate ESG aspects post transaction
Presenter: Raakhee Kulkarni, Head - Environmental, Social, Governance (ESG), GEF Capital Partners
Topics covered:
- Typical findings and gaps that are identified during the diligence
- How to work with the company on the corrective action plans – CP’s/ CS and any other contractual aspects
- Typical issues/ concerns you will encounter during ESG integration
- Developing a strong capacity within the company – How and what?
- Monitoring and measuring the action plans and any new issues that may arise. ESG means continual improvement – how do we achieve that?
- Building value proposition/ value creation through ESG – short term and long term
12:15 PM – 12:45 PM
Lunch Break
12:45 PM –2:15 PM
SESSION F. Tax concerns post M&A and PE / VC deals
Presenter: Kunal Shah, Partner - Tax & Regulatory Services, PWC
Topics covered:
- Achieving and maintaining an optimal level of effective tax rate (‘ETR’) by analysing tax deductions and tax incentives.
- Discussing cash extraction strategies for shareholders and cash utilisation strategies that can be adopted by the company
- Basis the analysis of risks and potentials, identifying key tax optimization of the Company post investment and the way it is structured.
- Actions to be taken based on diligence findings, lapses to comply with tax or regulatory laws and critical tax position, pending tax litigation, etc.
- Post investment, obtaining clarity about restructuring or financial engineering with a strategic rationale
- Focus on exit and the distribution of proceeds to investors
Course Concludes