By completing this M&A Master Class you will be better prepared to

  • Evaluate and negotiate material negotiation points in M&A agreements

  • Address regulatory and antitrust considerations in deal terms

  • Negotiate purchase agreements and closing frameworks


Establishing M&A agreements

  • NDAs, Term Sheets, and Letters of intentProfessor Cathy Hwang
    Professor Cathy Hwang
  • 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
  • Restrictive covenants

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
  • Knowledge & materiality qualifiers

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


Cathy Hwang is a Research Professor of Law at the University of Virginia where her research and teaching focuses 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.

After completing her J.D. at the University of Chicago Law School, she joined the mergers and acquisitions practice at Skadden, Arps, Slate, Meagher and Flom in New York.  


This M&A Master Class will be taught live online

 Friday, October 28, 2022 

10:00am - 4:30pm (CST)

Awarded Upon Completion

M&A Agreements Master Class

You will receive 5.5 CLE and/or 6.5 CPE credits (if applicable) and course certification for LinkedIn.

You will also be invited to join a confidential discussion space for exchanging ideas, best practices, recommendations, and information with other M&A Master Class alumni.


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

Assistant General Counsel

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

Vice President, Corporate Development

This course provided the right amount of coverage for each topic and the appropriate level of depth.

Chief Financial Officer


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