The course is aimed at the many finance professionals who come into contact with legal issues in a multitude of transactions and other scenarios. The six-hour course includes practical insights and an approach based on transactions, events and situations, rather than being solely an update on commercial law.
I tend to get people with an accountancy background who have moved into a management position, possibly even serving on the board. They have to do a lot of work that has a legal aspect attached to them, but they are not lawyers by training.
In terms of outline, the programme begins with a short refresher on contract law, followed by a more detailed explanation of commercial law issues arising from situations.
The first part focuses on mergers and acquisitions, including due diligence, warranties and disclosure, confidentiality and exclusivity agreements, and heads of terms. I look particularly closely at share and asset sales. I also consider guarantees and indemnity payments.
Loan documentation is the second leg of the course, including loan agreement clauses, conditions precedent, representations and warranties, financial covenants and other undertakings (events of default) and taking security. I talk about the legal principles involved in taking security over the assets of a corporate borrower, as well as examining important clauses in security documents for secured loans. I deal with general principles, concentrating on the main issues facing organisations, rather than drilling down very deep.
Commercial contracts is the third part of the course, focusing on battle of forms, exclusion and limitation clauses, and penalty clauses. It also looks at service agreements, supply agreements and maintenance agreements, as well as distribution agreements, i.e. what they do and don't do.
Because attendees are usually people in middle or senior management with an accountancy background, they usually understand what legal aspects of work they are trying to deal with. They are also likely to have studied some elements of law in their training.
During the course we use realistic commercial scenarios to illustrate many of the key issues that they are likely to face in practice. For example, we look at the range of legal and commercial issues that arise on a typical proposed company takeover. …