Introduction

Mergers and acquisitions (“M&A”) are a permanent feature of markets globally, and India is no exception. The nature and scale of M&A are reflective of global economic conditions, and hence prevalent trends in M&A are indicators of underlying of economic causes. According to VCCEdge, the year 2020 recorded 693 deals worth $46.22 bn., second highest deal value in the last 5 years.

Tax has long been a key factor governing and guiding the shape of India-focused M&A. With global changes in tax law, and paradigm shifts in global and Indian tax policy, administration and adjudication, the role of tax as a strategic planning tool in M&A is only expected to increase.

Hence, the importance of tax in M&A simply cannot be understated. Careful attention to tax issues at an early stage in the M&A process can help minimize future tax uncertainty and litigation. Proper attention to tax policies, systems and litigation also remains crucial to the overall success of M&A deals, and can be usefully leveraged to add value, reduce costs and manage risks.

Deal counsel advisory and practitioners must weigh the tax implications involved in structuring earnouts and other deferred payments in connection with an M&A transaction.

This training course is specifically designed to address the legal and regulatory considerations surrounding PE & M&A deals. It will provide participants with an in-depth analysis on tax due diligence, pricing, planning and negotiating the (tax) deal and acquisition tax planning along with covering the legal, tax and commercial consequences arising from cross-border mergers and acquisitions (M&A) and transactions.

Key Takeaways:

  • Understanding a wide range of business and personal taxes
  • Acquisition tax planning
  • Covid-19 Impact
  • Tax due diligence: Objectives, process, scope, disclosure and impact of findings
  • Fund structuring
  • Cross border private equity transactions
  • FEMA Regulations
  • Important SEBI regulations


Who should attend?

  • Executives involved in PE/VC and M&A Deals
  • CXOs, MDs, Directors and Senior Management
  • CFOs, Financial Directors, Directors of Strategic Planning and Senior Finance Executives
  • Corporate/General/In-house Counsel/Company Secretaries
  • Investment Bankers, Professional Advisers, Law Firms & Consultants
  • Individual, Private and Institutional Investors
  • VPs & Managers from Legal Department
  • Investment/Fund Managers
  • Private Equity & Venture Capitalist

Agenda

8:55 AM onwards
  • 8:55 AM – 9:00 AM

    Welcome Address

  • 9:00 AM – 11:00 AM

    Tax & Regulatory landscape in India

    • Overview of the tax and regulatory framework in India - Setting the context
    • Structuring transactions in the Covid environment  
    • Is Tax litigating increasing? – especially on transactions
    • Recent changes in the tax law directly impacting deals in India
    • Approach to tax diligence and unutilized tax opportunities
    • Understand the impact of risks and opportunities on the transaction and its price

    Trainer: Anil Talreja, Deloitte Haskins & Sells LLP

  • 11:00 AM – 1:00 PM

    Tax Structuring

    • Structuring considerations on PE/VC investments including type of instruments,  return on investment, key tax and regulatory aspects, exit considerations, with specific underlying reference to Covid-19 and the impact created thereof,
    • M&A Deal structuring approach
    • Typical tax efficient structures – tools to measure tax efficiencies
    • Analysis of tax risks on deals including mitigation, tax indemnities/ insurance and other protection measures
    • Fund level structuring considerations for investments and exits  
    • Critical areas in definitive documents requiring tax inputs
    • Mitigating potential tax risks
    • What’s different in the Covid regime?
    • Recent issues and budget impact

    Trainer: Sridhar Ramachandran, Partner, Grant Thornton India & Subham Kumar, Director, Grant Thornton

  • 1:00 PM – 2:00 PM

    Post-deal tax considerations

    • Importance of tax integration
    • Implementing post-completion restructuring
    • Harmonising tax policies and reporting processes and tax loss utilisation parameters
    • Coordinating the tax integration plan with the business integration plan
    • Identify and addressing conflicting tax positions
    • Addressing the additional tax compliance burdens arising post deal

    Trainers: Sridhar Ramachandran - Partner - Grant Thornton India & Subham Kumar, Director, Grant Thornton

  • 2:00 PM – Onwards

    End of Day 1

DAY 2
9:00 AM onwards
  • 9:00 AM – 10:15 AM

    FEMA Regulation & Investments

    • An overview of FEMA regulations, its key provisions & issues
    • A brief discussion on various debt routes and outbound investments
    • An overview of relevant SEBI regulations on the investment vehicles like AIF, FPI and FVCI
    • An overview of relevant SEBI regulations on the security market:
    • ICDR Regulations - IPO, offer for sale, preferential issue, QIP and Institutional Trading Platforms
    • Debt Listing Regulations
    • Takeover Regulations  

    Trainer: Kunal Shah, Principal, Price Waterhouse & Co LLP

  • 10:15 AM – 11:30 AM

    REIT & InvITs

    • REITs and InvITs as a strategic M&A product
    • An overview of the regulatory framework
    • An overview of the tax regime
    • Key challenges/way forward

    Trainer: Anish Sanghvi, Partner, Price Waterhouse & Co LLP

  • 11:30 AM – 12:30 PM

    Industry Perspective: Tax aspects of cross-border transactions

    For a successful cross-border merger or acquisition, compliance with the laws of two or more countries and international customs and treaties is also required. One of the most complex aspects of the cross-border M&A is the taxation of the transaction. A substantial number of cross border mergers and acquisitions have taken place in India in the recent past and the current circumstances can further lead to cross border mergers and acquisitions. This session will cover the tax aspects of cross border transactions.

    Trainer: K Balasubramanian, Vice President, and Global Head - Corporate Taxation, Wipro

  • 12:30 PM – Onwards

    End of Training

DAY 1

Experts

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Anil Talreja

, Deloitte Haskins & Sells
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Kunal Shah

Principal, Price Waterhouse & Co LLP
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Sridhar Ramachandran

Partner, Grant Thornton India
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K Balasubramanian

Vice President, and Global Head - Corporate Taxation, Wipro
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Subham Kumar

Director, Grant Thornton
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Anish Sanghvi

Partner, Price Waterhouse & Co LLP

Want to be part of it?

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Register

Individual Ticket

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

Cancellation Policy:

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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