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Erudite AfricaCenter of Excellence

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Negotiation and Deal Structuring

Prepare, structure and negotiate investment, M&A and financing deals that share value, risk and control under Ethiopian company, tax and FX rules

Negotiate a 40% stake in an Ethiopian logistics company and a multi-party growth investment and refinancing for a private hospital group, using earn-outs, preferences, ratchets, governance and exit rights that work under Ethiopian law.

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What you will be able to do

  • Prepare a deal negotiation from interests, BATNA, ZOPA and a walk-away, and adapt it to Ethiopian family owners and state counterparts
  • Design structures that bridge valuation gaps and allocate risk: consideration forms, earn-outs, preference and convertible instruments, ratchets, staging, FX-linked pricing, escrow and vendor finance
  • Recognize how Ethiopian company, foreign ownership, FX and tax rules limit structuring choices
  • Negotiate governance, control and exit rights in shareholder agreements, and choose an enforceable dispute resolution route
  • Lead complex multi-party negotiations with co-investors, lenders, DFIs and regulators, and draft and critique a term sheet
For
Investment banking, private equity and corporate development staff, deal leads, senior bankers and legal counsel. Recommended prerequisite: 3.c Mergers and Acquisitions, Level 1.
Study time
About 5 hours online, in 5 modules (40 hours in the classroom version)
Each module
Short lessons, animated visuals, Ethiopian examples, decisions to make, the laws and directives that apply and worked calculations, then a quiz
Assessment
A 20-question final exam; pass mark 70%
Certificate
Erudite Africa Center of Excellence certificate of completion
Access
Module 1 free for registered users; the full course, exam and certificate for subscribers

The 5 modules

  1. Module 01Free previewNegotiation strategy in the Ethiopian deal contextPrepare a deal negotiation from interests, BATNA, reservation price and ZOPA, use anchors and concessions with discipline, and adapt to family owners, state counterparts and the role of trust in Ethiopia.6 lessons · 60 min · quiz
  2. Module 02Structuring tools that bridge valuation gapsUse consideration forms, earn-outs, preference and convertible instruments, ratchets, staged investment, FX-linked pricing, escrow and vendor finance to close a valuation gap and share risk.6 lessons · 65 min · quiz
  3. Module 03Ethiopian legal, FX and tax constraints, and risk allocationWork within Ethiopian company law, foreign ownership rules, FX and repatriation rules and tax on transfers, and allocate risk through warranties, indemnities, MAC clauses and conditions.6 lessons · 65 min · quiz
  4. Module 04Governance, control, exit and dispute resolutionNegotiate board seats, reserved matters, information rights, transfer rights and deadlock mechanisms, plan exits through the ESX, trade sales and options, and choose an enforceable dispute resolution route.6 lessons · 65 min · quiz
  5. Module 05Multi-party negotiation and the hospital group capstoneLead a negotiation among a PE fund, a DFI, a founding family and a local bank over a growth investment and refinancing for an Ethiopian private hospital group, and produce and critique a term sheet.6 lessons · 70 min · quiz
  6. Officer simulationA quarter as deal structuring associate at Bank A CapitalWork as deal structuring associate: 11 real-life items, decisions with consequences and a hand-over note. Pass with 70% to qualify for the certificate.
  7. Final examFinal exam and certificate20 applied questions across all 5 modules. Pass with 70% to download your certificate.

Built on

  • Erudite Africa course specification: 3.h Negotiation and Deal Structuring, Levels 1 and 2 (October 2026), extended to Advanced depth
  • Erudite Africa: Training Module, Ethiopian Context, programme overview and regulatory register (October 2026)
  • Investment Proclamation No. 1180/2020, Investment Regulation No. 474/2020 and Investment Board Directive No. 1082/2025
  • NBE directives as listed in the lessons: FXD/01/2024, FXD/04/2026, SBB/87/2024, SBB/92/2024
  • Income Tax Proclamation No. 979/2016 as amended by No. 1395/2025, and Transfer Pricing Directive No. 981/2024
  • Commercial Code Proclamation No. 1243/2021, Arbitration and Conciliation Working Procedure Proclamation No. 1237/2021, Capital Market Proclamation No. 1248/2021 and the ESX Rulebook (December 2024), as cited in the specification

Examples and companies are fictional. Bank practices are shown as typical Ethiopian practice, not as any one bank's policy. Always apply your own institution's approved policy and the current NBE directives.