Introduction to M&A Engagement Letters: Understanding and Negotiating Key Terms
Scope of Services, Fee Structure, Confidentiality, Termination, Indemnification, Tail Obligations
Recording of a 60-minute premium CLE video webinar
This CLE webinar will provide an introduction to engagement letters between an M&A buyer or seller and its investment banking firm. The panel will examine the principal sections of an engagement letter and discuss effective negotiation strategies.
Outline
- Overview: purpose of an engagement letter and key considerations
- Examining the critical provisions of an engagement letter
- Scope of services
- Exclusivity and term of engagement
- Compensation and fees
- Assumptions, qualifications, and limitations on advice
- Indemnification
- Confidentiality
- Tail obligations
- Other terms and conditions
- Negotiation strategies for M&A buyers and sellers
Benefits
The panel will discuss these and other key issues:
- What is the purpose and scope of an M&A engagement letter?
- What provisions of an M&A engagement letter should counsel scrutinize and strategically negotiate?
- What is the typical fee structure in an M&A engagement letter and what are tail obligations?
- How are risks typically allocated in an M&A engagement letter?
Faculty
Kaitlin (Katie) Eisler
Partner
Maslon
Ms. Eisler has significant experience assisting clients across a broad range of corporate and transactional legal... | Read More
Ms. Eisler has significant experience assisting clients across a broad range of corporate and transactional legal needs. She has managed and negotiated complex M&As, corporate reorganizations, buy-sell agreements, and business succession agreements. Ms. Eisler’s expertise also includes negotiating, drafting, and revising a variety of commercial contracts, with particular focus on technology-related agreements. Clients also rely on Ms. Eisler's expertise in corporate governance issues; she frequently acts as outside general counsel, providing guidance on entity formation, operating agreements, shareholder control agreements, ownership disputes, employment disputes, and the drafting of company policies regarding communications, signing authority, spending authority, and related matters.
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Alison M. Pear
Shareholder
Buchalter
Ms. Pear specializes in corporate transactions, focusing on securities regulation, corporate governance, and mergers... | Read More
Ms. Pear specializes in corporate transactions, focusing on securities regulation, corporate governance, and mergers and acquisitions. She has an extensive history of representing 1934 Act reporting companies with respect to their public reporting obligations, as well as their acquisition activities and governance practices. In addition to many years in private practice, Ms. Pear spent several years as in-house counsel at a NYSE-listed publicly-traded natural gas utility where she gained valuable insight into internal corporate workings, as well risk-based and business-oriented decision-making. She also regularly represents clients in Regulation A offerings, private placements, and other corporate transactions.
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