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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, June 21, 2023

  • 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
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

Aaron R. Dixon
Partner
Alston & Bird LLP

Mr. Dixon is co-leader of the firm’s M&A Practice Quality Team. He represents public and private companies, private equity funds, and financial advisors in mergers, acquisitions, divestitures, joint ventures, capital raises, strategic and venture capital investments, and other complex business transactions. In addition, Mr. Dixon advises businesses on general corporate, governance, and contract matters.

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Stuart C. Rogers
Partner
Alston & Bird LLP

Mr. Rogers focuses his practice on M&A and corporate finance and actively advises investment banks and financial advisors in M&A transactions. Before joining the firm, he was a managing director at Credit Suisse, where he led legal coverage for the Investment Banking & Capital Markets Division in the Americas and was lead counsel to Credit Suisse’s M&A financial advisory group and investment banking opinion/valuation committee. Mr. Rogers has a sophisticated command of matters affecting financial advisors, including opinion practice, conflicts management, and reputational risk. He has been a regular speaker and panelist at industry conferences sponsored by the Securities Industry and Financial Markets Association and was a member of FINRA’s Corporate Financing Committee.

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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

  1. Critical provisions in an engagement letter
    • Scope of services
    • Compensation of adviser
    • Assumptions, qualifications, and limitations on advice
    • Confidentiality
    • Indemnification
    • Other key provisions
  2. 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?