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 video webinar with 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
Oliver J. Board
Partner
Freshfields
Mr. Board focuses his practice on mergers and acquisitions, securities law and corporate governance matters. He... | Read More
Mr. Board focuses his practice on mergers and acquisitions, securities law and corporate governance matters. He regularly advises management and boards of directors in connection with public and private acquisitions and divestitures, domestic and international transactions, spin-offs, joint ventures and private equity transactions. Mr. Board also advises on takeover defenses and proxy contests.
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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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