ICC Institute Masterclass on International Contracts

Paris, France, • English

This brand-new Masterclass on International Contracts is designed to improve knowledge, skills and techniques in negotiating and drafting M&A contracts.


ICC Institute Masterclass on International Contracts – Negotiating and Drafting M&A Contracts
Training Level 3

Practical application, with a mock case in small working groups, will evolve around specific M&A topics such as:

  • Condition precedents
  • Representations and warranties
  • Forms of Buyer and Seller protection
  • Limitations of Liability

Who should attend?

  • Legal directors and corporate counsel from companies involved in international trade
  • Practising lawyers
  • Legal practitioners advising international trading companies
  • Business people involved in international trade and dispute resolution
  • Lawyers, corporate counsel and business people who may be involved in M&A activity

Participants less familiar with M&A will be provided with some suggested reading ahead of the training.


Monday 29 October 2018

09:00 – 09:30Registration 
09:30 – 09:40Welcome address and introduction of the ICC Institute of World Business Law 
09:40 – 09:45Logistical information on the training
09:45 – 10:30Presentation of the training and its methodology and of the mock case
10:30 – 11:15General process of M&A
This session will give an overview of M&A transactions: timeline, stakeholders, types of deals, main elements such as deal process, purchase agreement provisions, NDA (non-disclosure agreement), letter of intent, data room, due diligence report, etc.
11:15 – 11:30Q&A
11:30 – 11:45Coffee break 
11:45 – 12:15Economical approach to a M&A deal
The acquisition agreement provisions relating to the purchase price and its adjustment (or not) are some of the most complex and heavily negotiated provisions. Main purchase price provisions include Locked Box (no adjustment) and Completion Accounts (adjustment).
12:15 – 12:30Q&A
12:30 – 12:50Conditions precedent
In most deals, the closing of an M&A transition will only occur if certain conditions are met by the time of the closing. These conditions are fact specific and often differ from one deal to another. There could be many of them, such as: the approval of competition law authorities or other governmental agencies, give off certain activities by the target company, requirement of employment contracts for key employees or other HR issues, consent of or notice to third parties, etc. This session will address the main challenges with regard to the negotiation of these conditions.
12:50 – 13:00Q&A
13:00 – 14:30Lunch
14:30 – 18:00Mock case – Negotiation on Conditions precedent
14:30 – 15:45Preparation of the negotiation
15:45 – 17:30Negotiation of the issues
17:30 – 18:00Plenary Session

Tuesday 30 October 2018

09:30 – 09:50Representations and warranties
Representations and warranties are statements of past or present facts about the target company and the seller which the buyer relies on in agreeing to the acquisition. The panelist will focus on their objectives, the many topics one sees covered by reps and warranties, their qualifications such as materiality, and rep and warranty insurance.
09:50 – 10:00Q&A
10:00 – 13:00Mock case – Negotiation on Representations and warranties
10:00 – 10:45Preparation of the negotiation
10:45 – 12:30Negotiation of the issues
12:30 – 13:00Plenary Session
13:00 – 14:30Lunch
14:30 – 15:00Buyer protection
This session will cover the various ways that buyers have at their disposal to be protected in an M&A transaction such as company guarantee, bank guarantee, or escrow or retention of the purchase price.
15:00 – 18:00Mock case – Negotiation on buyer protection 
15:00 – 15:45Preparation of the negotiation
15:45 – 17:30Negotiation of the issues
17:30 – 18:00Plenary Session


Wednesday 31 October 2018

09:30 – 10:00Limitation of liability
Sellers also have ways to protect themselves like caps, thresholds, time periods, claim process, seller exclusions etc. This session will highlight how sellers and buyers address risk through these elements.
10:00 – 13:00Mock case – Negotiation on limitation of liability
10:00 – 10:45Preparation of the negotiation
10:45 – 12:30Negotiation of the issues
12:30 – 13:00Plenary Session
13:00 – 14:30Lunch 
14:30 – 15:00Other relevant issues, including integration and post closing claims
15:00 – 15:15Q&A
15:15 – 15:45Working groups – Preparation by buyers of final pitch to seller
15:45 – 16:00Coffee break
16:00 – 17:15Mock case – Final pitch by each buyer. Seller’s choice of the winning buyer.
17:15 – 17:30Concluding remarks 


The speakers will be available shortly.

Logistical notes

Dates and venueDates: 29-31 October 2018
Venue: International Chamber of Commerce Headquarters
33-43 avenue du Président Wilson
75116 Paris
Registration feesEarly bird until 7 September 2018
€1529 ( €1834.80 incl. VAT)
ICC member
€1729 ( €2074.80 incl. VAT)
Non member
€2199 (2638.90 incl. VAT)
Travel and accommodationTravel and hotel expenses are not included in the registration fees.
Participants are responsible for making their own travel arrangements and hotel reservations.
A list of hotels in Paris , with which ICC has negotiated preferential room rates, will be sent to you upon receipt of the registration.
VisaWe are able to dispatch visa invitation letters to support your visa application only after receipt of your registration online.
Credits and hours ICC Training and Conferences is eligible for CLE credit under New York ‘s approved jurisdiction procedures, is a State Bar of California approved MCLE provider and is an accredited CPD provider by the Bar Standards Board of England and Wales.
French Bars: this training will be sent for CNB approval. Lawyers practising in France may apply for reimbursement from the FIFPL (Fonds Interprofessionnel de Formation des Professionnels Libéraux), subject to terms and conditions.
Cancellation policy50% of the registration fee will be refunded if notice of cancellation is received in writing before Friday 28 September 2018. Cancellations after this date are not refundable.Subject to agreement from ICC Training and Conferences prior to the event, the registration may be transferred to another person from the same company or organization at no extra charge. Updated registration information will be required. Please be informed that any form of cancellation will incur a cancellation fee of €5 + 2.75% of the registration fee which must be covered by the participant. Please note that ICC Services reserves the right to cancel this event or to make minor alterations to the content and timing of the programme or to the identity of the speakers. In the unlikely event of cancellation, delegates will be offered a full refund. ICC Services will not, however, be held responsible for any related expense incurred by the participant.
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Participation in the meeting/event implies agreement to such use of photos or audiovisual recordings in which the participant may appear unless ICC Services receives written notification to the contrary.


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