M&A Agreements Master Class

Exclusively for Corporate M&A Professionals

M&A Agreements Master Class

SEPTEMBER 10, 2027 | LIVE-ONLINE

$1,500 | $0 for Members Join the Institute

Cathy Hwang’s practical M&A Master Class, from early establishing agreements through the definitive purchase agreement, covers the key inflection points where coordinated decisions are required to deliver high-performing transactions. Using precedent examples, the program provides both context and perspective across legal and commercial considerations.

Avoid missteps as you assess deal point during negotiations
Design appropriate mechanisms to allocate risk before and after closing
Engineer agreements to limit disputes and unfavorable closing conditions

FRIDAY, SEPTEMBER 10 | 10:00 AM - 12:00 PM CST

Section 1: Establishing M&A agreements

Confidential information exchanges and NDAs
Coordinating agreements and avoiding no-poach and backdoor standstills
Structuring Letters of Intent, Term Sheets, and related enforcement considerations
Evaluating asset v. stock purchases and implications of the all-or-substantially-all doctrine
Merger statutes and the single-vs-double taxation rationale, including 251(f) exceptions
Negotiating interim operating covenants, notice / approval frameworks, and remedies

FRIDAY, SEPTEMBER 10 | 12:30 PM - 2:15 PM CST

Section 2: Negotiating definitive M&A agreements

Negotiating exclusivity periods, topping bids, and "go shop" / "no talk" provisions
Information exchanges and the use of clean teams for diligence to avoid Gun Jumping
Termination / break fees and residual-risk allocation (MAC/MAE provisions)
Tender-offer mechanics, board / shareholder voting, and two-step mergers
Proxy contests and share accumulation methods (13D considerations)
Negotiating requirements to complete and various efforts provisions
Notification filings including HSR filings and other regulatory approvals

FRIDAY, SEPTEMBER 10 | 2:30 PM - 3:30 PM CST

Section 3: Closing M&A agreements

Negotiating indemnifications and various escrow and holdbacks mechanisms
Materiality scrapes and knowledge qualifiers
Bring down of fundamental representations at closing
Allocations of risk / risk-sharing structures including RWI
Determining frameworks for post-closing disputes and remedies
Closing considerations for public and private deals

Cathy Hwang, Professor of Law at Georgetown Law

Professor Hwang teaches business law, including mergers and acquisitions, corporate contracts, and corporate governance.

She started her career in the mergers and acquisitions practice at Skadden, Arps, Slate, Meagher and Flom in New York.

She has been teaching for the Institute since 2021.

Exclusively for Corporate M&A Professionals

Designed for Corporate M&A Teams

The Institute's M&A Master Classes provide focused, technical deep-dives into critical phases of the transaction process. Each is designed for corporate M&A teams, enabling them to engineer greater structural integrity within specific transaction workstreams.

Credits: 4.75 CLE / 5.50 CPE. The Institute is accredited in Illinois. Reciprocity may be available.

“I've been doing corporate M&A for 15+ years and this class was still helpful. You touch on topics and friction points that I encounter all the time on deals. It is good to hear how some items can be addressed in negotiations."

Vice President of Corporate Development

Sony

Director, Mergers & Acquisitions

DuPont

"The M&A course provided a great overview from an extremely knowledgeable professor and numerous opportunities to learn from peers."

Corporate Development

Federal Signal Corporation

"This course significantly increased my understanding of M&A agreement specifics and provided relevant and useful resource materials that I will use for years to come."

Vice President & Head of Corporate Development

NetApp

“Excellent class! A must for teams involved in deal making.”

Corporate Development

Sony

"I highly recommend this class. The course materials were well-organized and broad-reaching, and Professor Cathy Hwang was exceptional - clear, concise, organized, engaging and experienced."

Director - Strategy and Business Development

Caterpillar

"Very well organized course in every respect and timely for my role. Professor Cathy Hwang was great and so was the materials, case studies, break out room sessions, and support from Transaction Advisors Institute."

Manager of Mergers & Acquisitions

Beacon Mobility

"The materials provided as a download are excellent and helpful to look at later since there was so much information.”

Senior Manager, Strategy & Corporate Development

RTX

“I would recommend this M&A Master Class without hesitation. Professor Cathy Hwang and the other participants made the program engaging. The case studies, interaction, and insights from various industries provided a different perspective.”

Chief Financial Officer

Sunward

“Even if it is one nugget of knowledge picked up from the M&A Master Class, it will pay dividends down the road. The program brought together a knowledgeable professor with the perspectives and experiences of other participants.”

Corporate Vice President, Corporate Development

Microsoft

“Professor Cathy Hwang provided an engaging, informative, and thought-provoking discussion on M&A agreements. Highly recommend for M&A professionals regardless of past M&A experience.”

Exclusively for Corporate M&A Professionals