Complete this M&A course to:

  • Avoid missteps in deal point negotiations

  • Address uncertainty from regulatory and antitrust reviews

  • Limit disputes and unfavorable closing conditions

Curriculum

Live online Friday, October 20, 2023
10:00am - 4:30pm (CST)


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

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

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

Awarded Upon Completion


You can receive 5.5 CLE (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.

M&A Agreements Master Class

Faculty

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

After Professor Hwang completed 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. 

She has been teaching for the Institute since 2021.  

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

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

Assistant General Counsel

Cathy was great. She is obviously very experienced and an engaging speaker. I would recommend this class without reservation.

Director, Corporate Development

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

Chief Financial Officer

It was nice that the class allowed for conversation with other students to share stories and meeting others in the industry. Love this. 

Manager of Mergers & Acquisitions

Great overview with extremely knowledgeable presenter and opportunity to learn from peers.

Director, Mergers & Acquisitions, DuPont

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