Complete this M&A course to:

  • Avoid missteps as you assess deal point during negotiations

  • Design mechanisms to address uncertainty from regulatory and antitrust reviews

  • Engineer transaction agreements that limit disputes and unfavorable closing conditions

Curriculum | M&A Agreements Master Class

Friday, September 6, 2024
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.

She started her career in the mergers and acquisitions practice at Skadden, Arps, Slate, Meagher and Flom in New York. 

Professor Hwang completed her J.D. at the University of Chicago Law School.

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. 

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

  • 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.

    Corporate Development at Federal Signal Corporation

  • Excellent class! A must for teams involved in deal making.

    Vice President & Head of Corporate Development at NetApp

  • I highly recommend this class. The course materials were well-organized and broad-reaching, and the professor was exceptional - clear, concise, organized, engaging and experienced.

    Vice President of Corporate Development at Sony

Who Should Participate

M&A Master Classes are solely for public-company corporate development and integration leaders, in-house M&A counsel, chief financial officers, chief executive officers, board members, and private equity investors. See past M&A Conference Speaking Faculty. If you are a qualified corporate M&A professional.

Registrations for individuals who are not in-house M&A professionals will be canceled and refunded, less a $100 bank fee.  

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