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
Michael S. Dorf
Partner
Shearman & Sterling
Mr. Dorf has extensive experience in U.S. domestic and cross-border M&A transactions, carve-outs, venture... | Read More
Mr. Dorf has extensive experience in U.S. domestic and cross-border M&A transactions, carve-outs, venture capital financings, strategic investments, joint ventures and corporate partnering transactions. He represents public and private companies, private equity funds and venture capital investors in the technology, media, telecommunications, biotechnology, health care, renewable energy, consumer products and other industries. In addition, he represents portfolio companies of private equity clients, handling day-to-day legal activities, add-on acquisitions, and other general corporate work.
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Stephen M. Kotran
Partner
Sullivan & Cromwell
Mr. Kotran represents buyers, sellers, special committees of independent directors and financial advisers in... | Read More
Mr. Kotran represents buyers, sellers, special committees of independent directors and financial advisers in connection with mergers and acquisitions transactions in a wide range of industries, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales. He also teaches a course on mergers and acquisitions at Columbia Law School.
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