You must have heard about Tata's Epic Air India Takeover — a massive $2.4 billion deal that dominated headlines. But behind the scenes, this wasn’t just about taking over a national airline—it was a legal and financial puzzle.

Every contract had to be ironclad, every risk accounted for, and every regulatory box checked.

And Tata isn’t alone. All such multi-billion-dollar deals rely on skilled professionals to draft airtight contracts, uncover hidden risks, and ensure smooth execution.

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And Key Players in such deals?

Lawyers who specialize in mergers and acquisitions (M&A).

Their Role? They make sure contracts are tight and risks are well understood. Lawyers and deal advisors structure agreements, conduct due diligence, and negotiate terms—earning massive payouts in the process.

Without expert M&A lawyers and due diligence specialists, these deals wouldn’t happen.

M&A is one of the most lucrative and fast-paced fields in corporate law and finance. One day, you’re structuring a Share Purchase Agreement; the next, you’re identifying risks in due diligence that could make or break a deal. Companies need experts to navigate these complex transactions, and they’re willing to pay top dollar for the right skills.

If you're not up to speed with the skills needed for such M&A deals, you could really miss out. Imagine deals slipping through your fingers because you couldn't spot a critical issue or negotiate a contract properly.

This wouldn't just mean big losses for the companies involved but also a major bump in your career path. In the fast-paced world of corporate deals, being prepared is everything—it’s what separates the winners from the rest!

Here are the key benefits
of this course

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Learn New Skills Quickly

Build 8 essential skills in just two months with one new skill every week. You’ll draft real agreements, review deal structures, and analyze red flags, ensuring you’re ready to take on high-value deals with confidence.

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Flexible Live Classes

Join live classes weekly on your own schedule, with recordings available if you miss a session.

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Extended Material Access

Get six months of anytime access to continually updated course materials.

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Dedicated Expert Support

Benefit from ongoing encouragement and problem-solving from our expert mentors.

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Dedicated Expert Support

Benefit from ongoing encouragement and problem-solving from our expert mentors.

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AI as a Productivity Tool

Enhance your work efficiency and effectiveness using AI tools.

Here’s what we will provide you inside
the course

01 Drafting & Negotiating Term Sheets Objective

Learn how to draft and negotiate a term sheet that sets the foundation for a successful M&A deal.

Key Focus

Covering key terms like exclusivity, conditions precedent, and deal structure to ensure smooth negotiations.

02 Share Purchase Agreements (SPAs) – Structuring and Key Clauses Objective

Understand the structure and essential clauses of a Share Purchase Agreement (SPA) for share-based acquisitions.

Key Focus

Purchase price adjustments, representations & warranties, indemnities, and closing conditions.

03 Asset Purchase Agreements (APAs) – When and How to Use Them Objective

Learn how to draft and negotiate Asset Purchase Agreements (APAs) when acquiring specific business assets instead of shares.

Key Focus

Distinguishing between asset and share purchases, transferring liabilities, and tax implications.

04 Due Diligence Process – Identifying Red Flags in M&A Deals Objective

Learn the due diligence process for M&A transactions, focusing on legal, financial, and operational risks.

Key Focus

Reviewing corporate documents, financial statements, contracts, litigation history, and compliance issues.

05 Drafting & Negotiating Shareholders’ Agreements (SHAs) in M&A Objective

Understand the role of Shareholders’ Agreements (SHAs) in M&A deals and how to draft key clauses

Key Focus

Transfer restrictions, exit mechanisms, governance rights, and dispute resolution.

06 Non-Compete and Confidentiality Agreements in M&A Objective

Learn how to draft and enforce non-compete and confidentiality agreements in M&A transactions.

Key Focus

Defining reasonable restrictions, ensuring enforceability, and handling breaches.

07 Indemnity & Risk Allocation in M&A Contracts Objective

Master indemnity structures and risk allocation mechanisms in M&A contracts.

Key Focus

Drafting strong indemnity clauses, survival periods, and negotiation strategies.

08 Conditions Precedent & Closing Mechanisms in M&A Transactions Objective

Understand the importance of conditions precedent and closing obligations in M&A deals.

Key Focus

Structuring conditions precedent, regulatory approvals, and closing adjustments.

09 Drafting & Negotiating Business Transfer Agreements (BTAs) Objective

Learn how to structure Business Transfer Agreements (BTAs) for slump sales and asset purchases.

Key Focus

Defining scope of transfer, valuation mechanisms, employee transfer provisions, and taxation aspects.

10 Regulatory Approvals & Compliance in M&A Transactions Objective

Understand the key regulatory approvals required for M&A transactions in India and globally.

Key Focus

CCI (Competition Commission of India) approval, FEMA guidelines, SEBI regulations, and sector-specific compliance.

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Checklists

M&A Due Diligence Checklist
Term Sheet Negotiation Checklist
SPA & APA Drafting Checklist
Regulatory Compliance Checklist (SEBI, RBI, CCI)
Representations & Warranties Review Checklist
Indemnity & Liability Clause Checklist
Post-Merger Integration Checklist
Key Red Flags in M&A Transactions
Escrow Agreement Compliance Checklist
Cross-Border M&A Risk Assessment Checklist

Templates

Sample Term Sheet for M&A Transactions
Sample Share Purchase Agreement (SPA)
Sample Asset Purchase Agreement (APA)
Due Diligence Report Template
Sample Indemnity Clause Drafts
Sample Indemnity Clause Drafts
Escrow Agreement Template
Draft Representations & Warranties Clause
Shareholder Agreement Template
Cross-Border M&A Compliance Contract
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Practical Assignments

Get hands-on, simulation-based exercises to build real-world skills. These tasks will help you confidently handle M&A work and deliver exceptional results.

Drafting & Negotiating Term Sheets
Drafting a Share Purchase Agreement (SPA)
Structuring an Asset Purchase Agreement (APA)
Conducting Due Diligence and Identifying Red Flags
Drafting a Shareholders' Agreement (SHA) in M&A Deals
Drafting a Non-Compete & Confidentiality Agreement
Structuring Indemnity & Risk Allocation in an M&A Contract
Drafting Conditions Precedent & Closing Mechanisms
Drafting a Business Transfer Agreement (BTA)
Ensuring Regulatory Compliance for an M&A Deal

Syllabus

Module 1

Understanding Term Sheets & Key Deal Structures

Basics of Term Sheets: Binding vs. Non-Binding Provisions

Different M&A Deal Structures: Share Sale vs. Asset Sale

Drafting and Negotiating Key Terms in Term Sheets

Module 2

Drafting and Negotiating Share Purchase Agreements (SPAs)

Key Provisions in SPAs: Conditions Precedent, Closing, Representations & Warranties

Price Adjustment Mechanisms and Earn-Outs

Drafting Strategies to Protect Buyer and Seller Interests

Module 3

Drafting Asset Purchase Agreements (APAs)

Key Differences Between SPAs and APAs

Structuring Asset Transfers & Liabilities

Drafting Assignment & Assumption Clauses

Module 4

Conducting Legal Due Diligence in M&A Deals

Key Areas of Legal Due Diligence: Contracts, Financials, Compliance

Identifying Red Flags in Due Diligence Reports

Drafting and Presenting a Due Diligence Report

Module 5

Regulatory Approvals & Compliance in M&A

SEBI & CCI Approvals for M&A Deals

RBI Regulations for Foreign Investment in M&A

Understanding FDI and FEMA Compliance

Module 6

Drafting Non-Compete & Non-Solicitation Clauses

Legality of Non-Compete & Non-Solicitation Clauses

Structuring Enforceable Restrictive Covenants

Case Studies on Successful Enforcement

Module 7

Handling Escrow Agreements & Deferred Payment Structures

When to Use Escrow Accounts in M&A

Drafting and Negotiating Escrow Agreements

Structuring Deferred Payments & Earn-Out Clauses

Module 8

Drafting Representations, Warranties & Indemnities

Key Differences Between Representations and Warranties

Structuring Indemnity Clauses to Mitigate Risks

Real-Life Case Studies of Indemnity Disputes in M&A

Module 9

Shareholder Agreements & Post-Merger Governance

Control and Voting Rights in Shareholder Agreements

Drag-Along, Tag-Along, and Exit Provisions

Handling Minority Shareholder Rights & Disputes

Module 10

Cross-Border M&A Transactions

Unique Challenges in Cross-Border M&A

Currency, Tax, and Regulatory Issues in International Transactions

Drafting Strategies for International M&A Deals

How is this course different
from other courses

Service

  • logoTotal training time
  • logoLive classes
  • logoLearn practical skills that are not taught anywhere else
  • logoLearn how to use AI as a co-pilot to enhance your productivity and effectiveness
  • logoPractical Simulation Exercises
  • logoMoney-back guarantee

Brihaspati.AI

  • logo 15-16 hours
  • logo Live classes for 2 months with access to recordings for 6 months.
  • logoReal-world simulation exercises on filings, responses, and case handling to ensure
  • logo60-day money-back guarantee - see refund policy on the website

Others

  • logo5-6 hours
  • logoNot available
  • logoNo practical application, only theoretical content
  • logo Not available

Who will be teaching you?

You’ll learn from one of the best in the field—someone with real-world experience and deep industry knowledge. Every session is packed with insights you can actually use.

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Pooja Luktuke,

Course Anchor and Senior Associate. She possesses a Bachelor's degree in Commerce from Symbiosis International University and a Bachelor's degree in Law from DES Navalmal Firodia Law College. Pooja has expertise in corporate and commercial laws, excelling in legal compliance, commercial contracts, and general corporate advisory across diverse industries.

Pooja Luktuke

Certification

Complete the course and get a completion certificate

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100% Money-Back Guarantee

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We're confident you'll find great value in this course. If you attend at least 50% of the live classes and go through 50% of the course material but are not satisfied, you can request a full refund within 60 days of batch commencement date—no questions asked.