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 | M&A Agreements Master Class

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


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

Upon completion you will receive 5.5 CLE credit hours (if applicable) and a Certificate of Completion.

M&A Agreements Master Class

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.

Faculty | M&A Agreements Master Class

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 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.  


  • 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 at Sony

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

    Director, Mergers & Acquisitions at DuPont

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

    Manager of Mergers & Acquisitions at Beacon Mobility

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