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  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

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

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

$347.00

This course is $0 with these passes:

CLE
ALL
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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.

Presented By

Oliver J. Board
Partner
Freshfields
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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Credit Information

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


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, July 16, 2025

  • schedule

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

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

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?