M&A Engagement Letters: Strategies for Buyers, Sellers, Investment Banks, and Their Counsel
Negotiating Scope of Engagement, Fees, Confidentiality, Termination, Indemnification, and More
A live 90-minute premium CLE video webinar with interactive Q&A
This CLE course will guide M&A counsel in preparing engagement letters between a buyer or seller and its investment bank. The panel will examine the principal sections of an engagement letter and discuss effective negotiation strategies.
Outline
- Critical provisions in an engagement letter
- Scope of services
- Compensation of adviser
- Assumptions, qualifications, and limitations on advice
- Confidentiality
- Indemnification
- Other key provisions
- Trends and recent case law impacting M&A engagement letter negotiations
Benefits
The panel will review these and other high priority issues:
- What current legal trends and recent case law impact the negotiation of the M&A engagement letter between buyers or sellers and their investment bank?
- Which provisions should counsel scrutinize and strategically negotiate in an M&A engagement letter?
- How are risks typically allocated in an M&A engagement letter?
Faculty
Will S. Chuchawat
Partner, Co-Leader Mergers and Acquisitions
BakerHostetler
Mr. Chuchawat represents PE, VC, public companies and private companies in all industries, including technology,... | Read More
Mr. Chuchawat represents PE, VC, public companies and private companies in all industries, including technology, healthcare, consumer, business services, industrials, A&D, life sciences, financial services, telecom and media. He has closed hundreds of deals over the course of his career.
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Brooks T. Giles
Partner and Deputy General Counsel
Katten Muchin Rosenman
Mr. Giles helps equity investors and business owners buy and sell operating businesses. Many of his transactions... | Read More
Mr. Giles helps equity investors and business owners buy and sell operating businesses. Many of his transactions involve the purchase of private companies by private equity firms. He also represents sellers in such deals, which typically range in value from $25 million to $500 million. For all his clients, Mr. Giles finds the right structure for the transaction, negotiates the terms and offers guidance on corporate governance and general corporate matters. He has successfully closed a large number of middle-market M&A deals, using structures that include stock purchases, asset sales, taxable and tax-free mergers and leveraged recapitalizations.
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Jenny Hochenberg
Partner
Freshfields Bruckhaus Deringer
Ms. Hochenberg focuses her practice on mergers and acquisitions, corporate governance and shareholder activism defense.... | Read More
Ms. Hochenberg focuses her practice on mergers and acquisitions, corporate governance and shareholder activism defense. She is a thought leader and frequent speaker on emerging trends in M&A and corporate governance law and is currently Vice Chair of the ABA's Acquisition of Public Companies Subcommittee. Ms. Hochenberg has worked on some of the biggest and most transformative M&A transactions of our time, both purely US as well as cross-border. Her clients have included Afterpay, Atlas Air Worldwide, bp, Cable One, Canadian National Railway, Cincinnati Bell, City Brewing, CommScope, Crown Castle, Exyte, GW Pharmaceuticals, Johnson & Johnson, Light & Wonder, Moda Operandi, NCR, Novartis, Pitney Bowes, Scientific Games, Time Warner, US Foods, Viatris and Yahoo.
CloseEarly Discount (through 06/27/25)