NEGOTIATING
ENGAGEMENT LETTERS
WITH INVESTMENT
BANKERS

Webinar Date: N/A
Course Ref: WNegotiating Engagement Letters
Fee: $175

Investment bankers are vital partners in the most important stages of a company's life - its capital raising endeavors, its acquisition program and its disposition. These transactions would not get done if not for investment bankers. Moreover, investment bankers typically only receive payment based on successfully completing missions that the clients define.

When negotiating engagement letters with investment bankers you must consider issues such as whether retainers are to be credited towards success fees; how to structure progressive fee schedules; the scope of the services to be rendered; and, whether or not the engagement is exclusive or non-exclusive.

Among the issues that are discussed during this session are:

• How can you determine who the right investment banker is for you?
• How important is the individual investment banker versus the investment bank?
• What triggers a commissionable transaction? Licensing agreements? Break- up fees? Assumption of debt?
• How should engagement letters be drafted with respect to the client having already entered into negotiations with potential partners?
• What are the risks of over-negotiating with investment bankers?
• How can tails be negotiated so that clients don't end up paying double investment banking fees?
• What specifically demarks the end of a tail period?
• Who should be responsible for indemnifications? To what extent?
• How should termination fees be structured?
• How should expenses be reported, authorized and reimbursed?

Course Leaders: Stephen M. Nagler, Partner, Eaton & Van Winkle

Through a wide ranging network of investment bankers, venture capitalists, private equity groups, and asset and non-asset based lenders, Steve Nagler assists corporate clients of the firm in arranging financing to accomplish their goals. Both private and public financings as well as mergers and acquisitions have been accomplished through his efforts. His clients include biotechnology, health services, medical devices, media, technology, software, and consumer products companies, as well as venture capital funds and investment bankers, both foreign and domestic. His list of clients includes companies and investors in Canada, Israel, Hungary, France, Italy, Switzerland, and China. Mr. Nagler's activities focus on the introduction of clients to financing sources and the active negotiation of financing terms and conditions. He has closed over $250 million in financings over the past four years. Mr. Nagler is a venture partner in Frontier Ventures, an emerging venture capital fund focused on Canadian life science companies. He chairs TriState Ventures LLC, a leading angel investor group in the New York area. Mr. Nagler is a graduate of the City College of New York and NYU Law School.

Donald W. Grava, President & CEO, Versailles Group

Versailles Group's Founder, Donald W. Grava, brings a uniquely well-suited background to his position as President of Versailles Group. His experience combines investment banking expertise with practical knowledge of the inner-workings of corporations of all sizes.

As the former First Vice President of ELM Securities Inc., a New York-based investment banking firm, Mr. Grava originated and successfully closed many domestic and international transactions. Prior to ELM, Mr. Grava gained invaluable corporate finance experience while at Warburg Paribas Becker in New York City. Prior to working on Wall Street, Mr. Grava honed his practical knowledge of corporate operations through strategic and financial planning roles at two different Fortune 200 companies. Mr. Grava started his career at Coopers & Lybrand where he gained hands-on accounting experience.

Mr. Grava earned a B.A. in economics from Yale University and an M.B.A. from New York University's Leonard N. Stern School of Business. While at Yale, he was captain of the heavyweight crew.

Course Length: Approx. 1.0 hours