M&A Engagement Letters: Strategies for Buyers, Sellers, Investment Banks and Their Counsel

Negotiating Scope of Engagement, Fees, Confidentiality, Termination, Indemnification and More

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Wednesday, October 11, 2017

Recorded event now available

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Program Materials

This CLE webinar will prepare M&A counsel to negotiate engagement letters between a buyer or seller and its investment bank. The panel will examine and discuss key sections of an engagement letter and effective negotiation strategies.


The negotiation of the M&A engagement letter between a buyer or seller and its investment bank/financial advisor is critical to the transaction process. The engagement letter sets the stage for the transaction and sets the tone for the parties’ relationship throughout the transaction and beyond.

Careful negotiation of the engagement letter helps ensure that the buyer or seller and the investment bank have a common understanding of the parameters—business and legal—governing their relationship, including the scope of the services to be provided, whether and when fees are to be paid, key assumptions, qualifications and limitations on the advice to be provided, and the parties’ obligations with respect to confidentiality, indemnification and other matters.

Listen as our authoritative panel of M&A attorneys examines and discusses the key sections of an engagement letter and various negotiating tactics.



  1. Key provisions in an engagement letter
    1. Scope of services
    2. Compensation of advisor
    3. Assumptions, qualifications and limitations on advice
    4. Confidentiality
    5. Indemnification
    6. Other key provisions
  2. Trends impacting M&A engagement letter negotiations


The panel will review these and other key issues:

  • What current legal trends affect the negotiation of the M&A engagement letter between buyers or sellers and their investment bank?
  • What key provisions should be carefully negotiated in an M&A engagement letter?
  • How are risks typically allocated in an M&A engagement letter?


Halper, Jason
Jason M. Halper

Cadwalader Wickersham & Taft

Mr. Halper, Chair of the firm’s Global Litigation Group, is a recognized leader in the fields of financial...  |  Read More

Reighard, Lindsey
Lindsey Reighard

McDermott Will & Emery

Ms. Reighard represents private and public companies in connection with U.S. and international mergers and...  |  Read More

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