Introduction

In the world of transactions, while getting a deal done is of course important what is equally, if not more important is what happens once a deal is closed. In the M&A space, this area if often ring-fenced as ‘post-merger integration’, though the connotations are in fact wider and more significant.

Further, in PE/VC deals, the post-investment phase of monitoring the investment, managing investor expectations and bringing the appropriate corporate governance standards and following best practices often paves the way for a successful exit for the investor.

It might come as shock, but statistically the failure rate for mergers is as high as 70% which can be attributed to poor execution! While it is not often possible to pin point the specific factor or factors which led to the failure of a merger, it’s imperative that all possible issues that could lead to value erosion are well understood so that you are well equipped to deal with them and hopefully end up with a successful integration! The purpose of this training is to get delegates to understand these issues from experts who best understand this space.

Who should attend?

This Workshop has been designed for all those involved in acquisitions or strategic alliances, whether in strategic planning, appraisal, negotiation or valuation including:

  • MDs, CEOs, CXOs, Senior Management Executives
  • CFOs, Senior Finance Executives
  • Directors of Strategic Planning
  • Senior Executives of M&A Team
  • Legal Heads, In-house Counsels
  • Private Investors (PEs, VCs)
  • Investment Bankers
  • Valuation Professionals
  • Senior Officials of Banks, FIs, FIIs
  • Partners, Senior Officials of Law Firms
  • Business Consultants, Analysts
  • Professional Advisers

Benefits of Attending:

  • Decoding importance of culture in an M&A and how culture matters in integration
  • Implementing Post Investment Plans - covering clients, people, finance and governance
  • Learning to deal with successor liabilities and past period claims
  • Creating best structures to drive company operations, strategy and process innovations e.g. Executive Committee, Advisory Board etc.
  • Setting up Post-investment risk management framework
  • Setting right corporate governance measures including board structure, veto matters, appointment of auditors,
  • Building value proposition/ value creation through ESG – short term and long term
  • Discussing cash extraction strategies for shareholders and cash utilisation strategies that can be adopted by the company
  • Obtaining clarity about restructuring or financial engineering with a strategic rationale
  • Planning and crafting exit strategies

Agenda

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 AM – 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 AM – 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


Experts

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Vishal Aggarwal

Group Head Corporate Development & Planning, Sterlite Technologies Limited
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Abhishek Sharman

Founder & Managing Director, Carpediem Advisors Private Limited
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Alok Verma

Senior Strategy Leader and Partner, Grant Thornton
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Raja Lahiri

Partner - Transaction Advisory Services, Grant Thornton India LLP
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Kunal Shah

Partner - Tax & Regulatory Services, PWC
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Raakhee Kulkarni

Head - Environmental, Social, Governance (ESG), GEF Capital Partners
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Karan Kalra

Founder, Bombay Law Chambers
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Akshay Bhat

Partner Corporate/M&A, Private Equity and Venture Capital, Cyril Amarchand Mangaldas

Want to be part of it?

VCC Events opens up the avenues for participation. Join hands to be a part of India’s largest gathering of alternative investments leaders, industry stakeholders and Asia’s influential limited partners, general partners and marquee advisors. Your chance to actively participate and augment yourself as thought leaders.


Register

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*Only one offer will be valid at a time. For any query, please reach us at training@vccircle.com, +91-9560888566 / +91-120-4171111

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Refund and Substitution Policy (Differ from one programme to other, please read carefully): No refunds will be granted for cancellations made within 15 days of the workshop. Those delegates, who have confirmed and do not attend, are liable to pay the full course fee and no refunds will be granted. Cancellation fee of 50% will be applicable 30 days prior to the workshop. Cancellation fee of 25% will be applicable up to 45 days prior to the workshop. Company reserves the right to amend content, expert, policy, venue & date(s) of the workshop. Participants will be refunded the registration fee in full in case the workshop gets cancelled. In case of refunds or cancellation mentioned above - the inward and outward Forex transaction cost (s) and currency fluctuation differential will be charged while accounting for the refund. Company assumes no liability for any costs including transportation, hotel reservations or any other costs incurred by participants in the event of cancellation.

Substitution Policy:

Substitutions within a company are permitted through the workshop/training date, request must be by email to training@vccircle.com


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