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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Wednesday, July 16, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00

This course is $0 with these passes:

CLE
ALL

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.

Faculty

Brooks T. Giles
Partner and Deputy General Counsel
Katten Muchin Rosenman LLP

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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Oliver J. Board
Partner
Freshfields

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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Description

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

Careful preparation 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. Whether for a private or public company transaction, the letter should include the scope of the services, whether and when fees are to be paid, key assumptions, qualifications and limitations on the advice to be provided, and the parties' obligations concerning confidentiality, indemnification, and other matters.

Listen as our authoritative panel of M&A attorneys examines and discusses the critical sections of an engagement letter and negotiation points for buyers, sellers, and investment banks.

Outline

I. Critical provisions in an engagement letter

A. Scope of services

B. Compensation of adviser

C. Assumptions, qualifications, and limitations on advice

D. Confidentiality

E. Indemnification

F. Other key provisions

II. 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?