M&A Agreements

Cathy Hwang Professor of Law at the University of Virginia

From the early establishing agreements through the definitive purchase agreement, this practical M&A Master Class covers the important inflection points where coordinated decisions will need to be made to deliver high-performing transactions. Using president examples, this program provides both context and perspective across legal and commercial considerations.    

  • Avoid missteps as you assess deal point during negotiations
  • Design mechanisms to address regulatory and antitrust reviews
  • Engineer agreements to limit disputes and unfavorable closing conditions

$1,500 | $0 for Members Learn About Membership Accounts

Friday, September 5, 2025 | 10:00 - 3:30 (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

The Institute is an accredited provider of CLE in Illinois. This M&A Master Class offers 4.75 CLE credits. An Illinois certificate will be issued. If you are licensed in another state, please check for reciprocity regarding continuing education credits.


Cathy Hwang Professor of Law at the University of Virginia

Professor Hwang teaches 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.

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

Director, Mergers & Acquisitions

DuPont

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

Corporate Development

Federal Signal Corporation


"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."

Vice President & Head of Corporate Development

NetApp

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

Corporate Development

Sony

"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."

Director - Strategy and Business Development

Caterpillar

"Very well organized course in every respect and timely for my role. Prof. Hwang was great and so was the materials, case studies, break out room sessions, and support from Transaction Advisors Institute."

Manager of Mergers & Acquisitions

Beacon Mobility

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