Exclusively for Corporate M&A Professionals

M&A Agreements Master Class

SEPTEMBER 25, 2026 | LIVE-ONLINE

$1,500 | $0 for Members Become an All Access Member

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 mechanisms to address regulatory and antitrust reviews
  • Engineer agreements to limit disputes and unfavorable closing conditions

FRIDAY, SEPTEMBER 25 | 10:00 AM - 12:00 PM CST

Section 1: Establishing M&A agreements

  • Confidential information exchanges and NDAs
  • Coordinating agreements and avoiding standstills
  • Structuring Letters of Intent and Term Sheets
  • Exclusivity periods, topping bids, and "go shop" provisions
  • Break fees and MAC negotiations / provisions
  • Tender offers and related tax planning considerations
  • Proxy contests and share accumulation methods (13D considerations)
  • Asset purchase agreements and related restrictions
  • Merger agreements and key considerations

(The section timings are subject to change)

FRIDAY, SEPTEMBER 25 | 12:30 PM - 2:15 PM CST

Section 2: Regulatory and antitrust considerations in M&A

  • Information exchanges and clean teams
  • Gun jumping / Interim operating covenants
  • Negotiating requirements to complete
  • Notification filings including HSR 
  • Navigating competition and antitrust reviews
  • Methods for securing agency approvals
  • Bifurcated closings

(The section timings are subject to change)

FRIDAY, SEPTEMBER 25 | 2:30 PM - 3:30 PM CST

Section 3: Closing M&A agreements

  • Negotiating indemnifications and holdbacks
  • Bring down of fundamental representations
  • Materiality scrapes and knowledge qualifiers
  • Employee transfers and retention agreements
  • Allocations of risk / risk-sharing structures
  • Determining frameworks for post-closing disputes and remedies
  • Sandbagging / anti-sandbagging provisions
  • Closing considerations

(The section timings are subject to change)

Cathy Hwang, Professor of Law at the University of Virginia

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.”

Exclusively for Corporate M&A Professionals

M&A Agreements Master Class

Friday, September 25, 2026 | Live-online

  • Section 1 | 10:00 - 12:00
  • Break | 12:00 - 12:30
  • Section 2 | 12:30 - 2:15
  • Break | 2:15 - 2:30
  • Section 3 | 2:30 - 3:30

$1,500 | $0 for Members Become an All Access Member

Exclusively for Corporate M&A Professionals

M&A Academy

SAN FRANCISCO | CHICAGO | NEW YORK

This curriculum-driven program provides structured guidance on engineering the deal process, from target sourcing through closing, to help corporate M&A teams build sound practices to deliver high-performing transactions.

Learn More