By completing this Master Class you will:

  • Better understand the details and process of establishing M&A agreements

  • Become familiar with regulatory and antitrust considerations in M&A

  • Be able to negotiate purchase agreements


Establishing M&A agreements

  • Negotiating NDAs and restrictive covenants
  • Break fees and MAC negotiations / provisions
  • Exclusivity periods, topping bids, and ‘go shop’ provisions
  • Deal structures and related tax planning considerations
  • Employee transfers and retention agreements
  • Allocations of risk / risk-sharing structures
  • Letters of intent

Regulatory and antitrust considerations in M&A

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

Negotiating purchase agreements

  • Structuring the acquisition of a public company
  • Structuring the acquisition of a private company
  • Structuring the acquisition of a venture-back company
  • Structuring the acquisition of a distressed company / Sec. 363 assets
  • Determining frameworks for post-closing disputes and remedies
  • Sandbagging clauses and other closing considerations
  • Guest Q&A: Lessons learned & insights


"Professor Hwang was great. She has such deep knowledge / experience."

"Professor Hwang gave the right amount of overview for each topic then appropriate level of depth."

"Prof. Hwang is very knowledgeable and kept the class interesting with an engaging style."


Professor Hwang is a Professor of Law at the University of Virginia where her research and teaching focus on business law, including mergers and acquisitions, corporate contracts, and corporate governance. 

Her work has been published in Columbia Law Review, California Law Review, the University of Pennsylvania Law Review, Virginia Law Review, and Northwestern University Law Review, among others. Three of her articles have been voted by business law professors as among the top 10 corporate and securities law articles of the year.


You will receive:

  • A tombstone for your desk
  • CLE and CPE credit
  • Course certification for LinkedIn


This M&A Master Class will run live online on
Friday October 28, 2022 from 10:00am - 4:30pm (CST)