Private Company Acquisition and Sale: Structure, Strategy, and Risk Management

Course Methodology

This five-day course uses a highly interactive, practice-focused approach. Participants will engage in group discussions, individual tasks, and team-based drafting exercises designed to reinforce each learning objective. Throughout the course, the facilitator will work closely with participants, guiding them through real examples, practical scenarios, and continuous hands-on activities. Group discussions are encouraged throughout, ensuring an open, collaborative learning environment where participants can test ideas, ask questions, and apply new skills immediately.

Course Objectives

By the end of the course, participants will be able to:

• Structure private company acquisition transactions effectively and strategically
• Distinguish between share and asset sales, and assess their commercial implications
• Identify and evaluate transaction risks through due diligence processes
• Interpret and negotiate key provisions in a Sale and Purchase Agreement (SPA)
• Allocate risk through warranties, indemnities, and liability limitations
• Manage completion mechanics and post completion risk in private transactions

Target Audience

This course is ideal for lawyers in private practice and in-house counsel, as well as corporate advisers, finance professionals, and senior executives involved in private company transactions. The course is designed for those engaged in structuring, negotiating, or overseeing deals. It is particularly valuable for participants seeking a practical understanding of transaction dynamics, risk allocation, and key documentation.

Target Competencies

• Transaction structuring
• Risk allocation
• Document negotiation
• Commercial evaluation
• Deal execution