Tax and LegalLegal Drafting for Corporate Transactions
In a corporate transaction the agreement is not a record of the deal, it is the deal, and the allocation of risk between buyer and seller happens almost entirely in clauses most parties skim. This course covers drafting them. Delegates work through transaction structures and the difference in what a share purchase and an asset purchase actually transfer. Due diligence and how findings feed the drafting follow. Conditions precedent and the gap between signing and completion are covered. Representations, warranties and the disclosure letter are addressed as one mechanism rather than three. Indemnities, limitation of liability and the caps and baskets that decide real exposure follow. Price adjustment, earn outs and completion accounts are covered, including the disputes they generate. Shareholders agreements, minority protections and deadlock provisions are addressed. The course closes on completion mechanics and on post completion obligations.
Course objectives
- Select a transaction structure knowing what each actually transfers
- Translate due diligence findings into drafted protection
- Draft conditions precedent and manage the gap to completion
- Use warranties and the disclosure letter as a single mechanism
- Set indemnities, caps and baskets that reflect real exposure
- Draft price adjustment, earn outs and completion accounts
- Draft shareholder protections and run completion and post completion steps
Who should attend
- Transactional lawyers and legal counsel
- Mergers and acquisitions advisors
- Company secretaries supporting corporate transactions
- Private equity and investment officers
- Legal drafting officers in regulatory or parastatal bodies
Course outline
- 01The agreement is the deal
- 02Share purchase against asset purchase
- 03Due diligence feeding the drafting
- 04Conditions precedent and the interim period
- 05Warranties and the disclosure letter
- 06Indemnities, caps and baskets
- 07Price adjustment, earn outs and completion accounts
- 08Shareholders agreements, completion and post completion
Scheduled sessions
| Dates | Venue | Format | Price | Register |
|---|---|---|---|---|
| 28 to 30 September 2026 | Durban, South Africa | Classroom | R14,950 per delegate | Register Now |
| 2 to 4 November 2026 | Pretoria, South Africa | Classroom | R14,950 per delegate | Register Now |
| 9 to 11 November 2026 | Online | Online | R6,500 per delegate | Register Now |
| 21 to 23 December 2026 | Johannesburg, South Africa | Classroom | R14,950 per delegate | Register Now |
| 13 to 15 January 2027 | Port Louis, Mauritius | Classroom | USD 995 per delegate | Register Now |
| 10 to 12 February 2027 | Cape Town, South Africa | Classroom | R14,950 per delegate | Register Now |