Practical M&A Negotiation Course

Section Description

This course is structured into 6 applied sections:

Section I: Setting the Stage for Strategic Deal Alignment

● Map buyer/seller objectives across price mechanisms, protective provisions, and deal certainty to establish your negotiation mandate
● Organize DD findings into a four-category issues log separating must-haves from trading chips before any session begins
● Build an IC-ready internal package with guardrails, fallback positions, and a single-sentence deal objective that survives committee scrutiny

Section II: Building Your M&A Negotiation Strategy from DD

● Convert raw DD findings into M&A negotiation strategy by translating technical risks into price, adjustment, protection, or condition categories
● Build a valuation bridge covering normalized EBITDA adjustments, B/S true-ups, synergy realignment, and BATNA walk-away ceiling
● Quantify BATNA and set a walk-away line with non-negotiable conditions that separate price concession logic from deal certainty trade-offs

Section III: Structuring Deal Economics and Risk Sharing

● Design working capital and net debt adjustment mechanisms that prevent value leakage between signing and closing
Close the valuation gap using earnout structures with defined metrics, dispute prevention rules, and escrow schedules tied to indemnification caps
Protect downside through MAE clause design with threshold, duration, carve-outs, and disproportionality tests that create real termination rights

Section IV: Tactical M&A Negotiation Process Execution

● Master anchoring strategy and opening offer timing to set a psychological baseline that constrains the counterparty's range
● Apply concession management using quid pro quo logic, package deal structure, and final offer timing to extract maximum value without deadlock
● Navigate management versus shareholder conflicts, consortium dynamics, and advisor control to prevent deal erosion from external pressure

Section V: M&A Term Sheet Finalization and Internal Approval

● Draft the M&A term sheet covering price structure, adjustment pegs, earnout & escrow, and binding versus non-binding provisions
● Structure the IC memo with negotiated outcome comparison, risk and mitigant matrix, and formal authorization request
● Define fallback positions, walk-away triggers, and pre-signing checklists that prevent deal drift between term sheet and SPA drafting

Section VI: Learning from Real-World M&A Negotiation Process

● Dissect Microsoft's tactical victory in the LinkedIn acquisition: all-cash fixed price, no-shop clause, termination fee design, and fast regulatory approval
● Extract transferable deal negotiation strategy principles from one of the most documented competitive M&A negotiation processes in recent history

Real-World Case Studies

This M&A negotiation course dissects critical real deals to deliver actionable insights into negotiation discipline, deal protection, and value recovery.

Post-DD Reprice in LVMH–Tiffany
Analyze how LVMH used external disruption to reopen price negotiation on a signed deal, and what structural protections sellers must build into term sheets to prevent re-trading during the M&A negotiation process.

When Working Capital True-Ups Explode
Study how vague adjustment definitions created costly post-close disputes, and why normalizing EBITDA and defining net debt precisely is non-negotiable in any deal negotiation strategy.

Michael Dell's BATNA in the Take-Private
Learn how mapping credible off-table alternatives maintained leverage under shareholder pressure, demonstrating how BATNA shapes the entire M&A negotiation strategy from the first session.

Earnout Bridges Valuation Gap in $2.0 B Deal
Examine how VSE structured up to $125M in contingent earnout consideration tied to EBITDA performance to close a valuation gap without overpaying at signing.

MAE Kills a Signed Deal — Fresenius vs Akorn
Discover how a Delaware court upheld MAE-based termination rights, proving that M&A term sheet protections create real exit options when properly drafted and tested.

Musk's Price Anchoring for Twitter
Apply anchoring psychology behind the "best and final" $54.20 offer to understand how opening position framing constrains the counterparty's deal negotiation strategy from day one.

And 3 more

What You'll Build

1. Negotiation Issue Map
   Strategic battle plan converting DD red flags into prioritized negotiation demands with financial impact, category classification, and fallback positions Four-category framework separating price reductions, balance sheet adjustments, legal protections, and conditions precedent Must-have versus tradeable ranking that aligns the deal team's M&A negotiation strategy before the first session begins
2. Valuation Bridge Model (Excel)
   Quantitative price defense tool justifying the gap between pre-DD and post-DD valuation in three transparent adjustment tiers Normalized EBITDA, balance sheet true-ups, and synergy realignment built on DD findings — not arbitrary discounts Walk-away analysis integrated as a hard ceiling to enforce return discipline through the full M&A negotiation process
3. Transaction M&A Term Sheet
   Commercial roadmap locking price, adjustment pegs, earnout triggers, escrow amounts, indemnification caps, and exclusivity before SPA drafting begins Binding exclusivity and confidentiality combined with non-binding commercial terms that frame the deal negotiation strategy for legal counsel Bridge document that converts negotiation outcomes directly into SPA drafting instructions, preventing deal drift in the final execution phase
4. Deal Committee Decision Memo
   Internal persuasion tool proving deal viability to IC or Board through negotiated outcome comparison, risk and mitigant matrix, and downside scenario returns Formal authorization request built around fallback positions secured and must-have protections achieved during the M&A negotiation process Closing argument showing the deal meets minimum return hurdles even under stress scenarios approved in the original mandate

You will master the exact deal negotiation strategy architecture that prevents deal heat from overriding analytical discipline, protects enterprise value through structured risk-sharing, and documents every decision gate from DD findings through signed term sheet.

This is an AI-powered role-play module where each scenario places you in a direct exchange with Chairman Arthur, testing your M&A negotiation strategy logic, deal structure judgment, and ability to defend positions under executive pressure.

You will act as Head of Corporate Development at Apex Motors, a $5B cash-rich manufacturer acquiring Neural Drive, an autonomous vehicle software startup with strong technology but high cash burn, open-source IP risk, and a founder determined to preserve independence.

You must navigate the complete M&A negotiation process across 10 progressive scenarios by:

• Justifying buy over build with growth gap quantification against a 3-year board mandate
• Designing deal structure, subsidiary versus merger, to protect talent retention and operational independence
• Applying asset versus stock purchase logic to isolate open-source litigation liability
• Building a valuation bridge that normalizes EBITDA and strips one-time items from the price base
• Structuring earnout, escrow, and SPA protections specifically against IP and cash burn risk
• Drafting the M&A term sheet framework and securing IC approval under walk-away discipline

Submit your response at each scenario and receive instant AI scoring
across theoretical accuracy, contextual relevance, and practical feasibility!