R$2.400,00
GENERAL INFORMATION
R$ 2,200.00 – Value for CBR/ABCDI Member in Good Standing
*Non-cumulative discount
R$ 2,400.00 – Amount for Non-CBR/ABCDI Members
Special condition for multiple registrations.
Ask us how!
Format: In person - CBR Headquarters - São Paulo
Date: October 24th – Friday – from 2pm to 8pm
Date: October 25th – Saturday – from 8:30 am to 6 pm
27 Available vacancies
Categories: ABCDI, CBR Clinics, Clinical Courses, Clinic Management
Tags: ABCDI, CBR Clinics, Management
Description

OBJECTIVE
Most Radiology and Diagnostic Imaging clinics in Brazil are comprised of physician partners. In these scenarios, to mitigate corporate risks that could harm both the clinic's operations and the physicians' relationships and performance, it is common to regulate the company's governance through specific corporate instruments. Therefore, in the first module – Governance and Shareholder Agreements in Medical Companies – we will address, among other topics, the main governance structures in medical companies, the rules applicable to the sale of equity interests by physicians (among themselves or to third parties), and the rules governing the death and succession of physicians who are partners in the clinic.
In M&A and Investment in Medical Companies – we will address the main legal aspects arising from transactions in which investors or healthcare players acquire medical clinics. We will explain the structures of these transactions and the documents typically signed to facilitate them, outlining the main clauses contained in these contracts: price definition and price adjustment, obligation to indemnify, non-competition and non-solicitation, among others. We will adopt an approach that allows physicians to have a clear understanding of the scenarios involving M&A transactions and investment in their medical clinics.
PROGRAM CONTENT
Governance and Shareholder Agreement in Medical Societies;
Initial considerations on corporate types: limited liability company and public limited company;
Governance structures;
Management bodies: board of directors, executive board and other committees;
Rules for transfer of equity interest;
Right of first refusal and right of first offer;
Tag Along and Drag Along;
Buy or Sell Clauses;
Right of Withdrawal;
Exclusion of partners;
Death and succession;
Rules for determining assets;
Non-competition clauses;
Partnership structures;
Vesting clauses;
Tool to assist with partial distributions;
Accounts with specific apportionment needs;
Applying the cost and expense values determined by modality and paying source;
M&A and Investment in Medical Societies;
Structure of an M&A Transaction;
Non-Disclosure Agreement – NDA;
Letter of Intent (LOI), Memorandum of Understanding and Term Sheet
Due diligence;
Share Purchase and Sale Agreement;
Price Definition and Price Adjustment;
Earn-Out Clause;
Representations and Warranties;
Obligations to Compensate;
Intermediate Period;
Regulatory Approvals and Third Party Consents;
Additional obligations: non-competition, non-solicitation and confidentiality;
Dispute Resolution;
Investment Operations Structures: particularities;
Private Equity & Venture Capital;
Investment Agreement: particularities;
Shareholders’ Agreement in the context of invested companies;
Investor Governance Investor Liquidity.
Valuation Methodologies
How is the Company Value determined?
Types of Company Shares on the Stock Exchange
Company Value Reference through the Multiples Method
Discounted Cash Flow Valuation Method
Elements for Projecting Discounted Cash Flow
Economic References and Assumptions
Evaluating the Compound Annual Growth Rate
Calculating the Cost of Equity in your Business
How to Calculate Cash Flow Perpetuity
History of Acquisitions in Brazil
Scenario for Acquisition or Sale
TEACHERS

Carlos Moura
A business administrator with an MBA in IT from the University of São Paulo and an International Human Talent Development Program from the University of Central Florida, he has extensive knowledge of the Brazilian diagnostic medicine market. He is an Economic Advisor to the Brazilian Health Regulatory Commission (CBR) and a member of the Committee for the Standardization of Supplementary Health Information (COPISS). He is a partner at Moura Assessoria, a management consulting firm specializing in diagnostic medicine.

Pedro Ricco Deos
Partner at MBZ Advogados. Graduated in Law with honors from the Federal University of Rio Grande do Sul (UFRGS). Alumni of the University of Texas at Austin – School of Law. Master's in Commercial Law from the University of São Paulo (USP). Ranked by Chambers & Partners in the Corporate/Commercial category: Rio Grande do Sul – Brazil. Attorney specializing in Corporate Law, M&A, Private Equity, and Venture Capital.
*For discount information and other payment methods, please contact abcdi@cbr.org.br.
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