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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, August 28, 2024

  • 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.

$147.00

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.

Faculty

Pear Alison
Shareholder
Buchalter

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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Eisler Kaitlin
Shareholder
Maslon LLP

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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Description

When business owners are contemplating a merger or acquisition, they will typically engage an investment banking firm to provide services in connection with the transaction. The engagement letter with an investment banking firm is often overlooked by the parties as a standard form, but it is critically important to the success of the deal and sets the tone for the parties' relationship. Therefore, the parties should carefully review and negotiate the terms of the engagement letter to ensure it aligns with their interests.

Some of the key engagement letter terms that require careful review are the scope of the services, fee structure, exclusivity and term of engagement, confidentiality, indemnification, and tail obligations.

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

Outline

  1. Overview: purpose of an engagement letter and key considerations
  2. 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
  3. 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?