2 Harrison Street, 6th Floor, San Francisco, CA 94105

This prestigious conference provided corporate executives, board members, and private capital investors with perspective and practical insights on the latest strategies for structuring and executing corporate transactions. 

PRE-CONFERENCE DINNER: TUESDAY MAY 15, 2018

5:00pm - 6:00pm
Reception & Wine Service Featuring TR Elliott, a producer of small lots of Pinot Noir from the Russian River Valley, located in the heart of Sonoma County, California.

6:00pm - 6:15pm
Discussion Topic: What’s changed this year?
The first half of 2018 is shaping up to be a different M&A environment than 2017.  Looking at announced deals, multiples, and some unique issues in the most active industries, we see interesting variations in M&A structures and the strategies underpinning recent transaction activity. With leadership from Ian Berman, Director Private Equity Services at RSM, we invited the group to consider the basis for recent changes and share observations from their vantage point that may inform future M&A activity. 

6:15pm - 7:30pm
Dinner Service
During dinner, each table was encouraged to continue the conversation on recent shifts in M&A activity, considered innovative structure and approaches, and discussed the outlook for the remainder of the year.

CONFERENCE AGENDA: WEDNESDAY MAY 16, 2018

9:00am - 9:10am
Check-in & Coffee Service

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9:10am - 9:15am
Welcome and Opening Remarks 
William Jefferson Black, Managing Director, Finance Information Group and Publisher, Transaction Advisors

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9:15am - 10:05am
Developing an integrated buy-side strategy This session explored and debated M&A strategy theories and provided a look at the most pragmatic frameworks that can be used to analyze and validate an investment thesis for inorganic growth. Participants discussed the use and structure of minority investments, joint ventures, corporate venture investments, and control acquisitions.

Peter Hawthorne, Vice President, Corporate Strategy & Development, Cargill
Frank Jaehnert, President & CEO (retired), Brady Corporation (NYSE: BRC); Member of the Board of Directors at Briggs & Stratton (NYSE: BGG), Nordson (Nasdaq: NDSN) and Itron (NASDAQ: ITRI)
John Mims, Vice President of Corporate Development, Echo Global Logistics (NASDAQ: ECHO)
John Booher. Esq.,  Partner, Sheppard Mullin

     

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11:15am - 12:05pm
Planning and executing cross-border acquisitions This session explored the unique issues associated with cross-border M&A and minority investments; from variations in deal structures to the merits of cash or stock offers; looked at methods for navigating securities laws with changing and conflicting requirements in various jurisdictions.  The discussion also explored methods for modeling changes in the geopolitical landscape and contemplated creative deal structures involving minority positions, control options, and exit paths.

Alex Clavel, Partner, SoftBank Investment Advisers (TSE: 9984)
Kevin Jacques, Vice President & Head of Corporate Ventures, Visa (NYSE: V)
Robert Townsend, Esq., Co-Chair Global M&A Practice Group, Morrison & Foerster 

   

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12:05pm - 12:55pm
Luncheon

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12:55 - 1:30pm
Keynote Interview A conversation with Sergio Letelier, Esq., Vice President and Deputy General Counsel - Corporate, Securities and M&A, Hewlett Packard Enterprise (NYSE: HPE)
Mr. Letelier joined HP France’s legal department in 2002.  Sergio and his team are responsible for global M&A, Corporate Compliance and Governance matters, and support to HPE’s worldwide Tax Department around corporate restructurings. This wide-ranging discussion explored a number of topics at the forefront of M&A strategy and deal structuring including innovative consideration structures, changing governance dynamics in both domestic and cross-border deals, navigating regulatory and competition review, challenges associated with taxable and tax free divestitures, and methods for approaching acquisitions with the shifting taxation frameworks in the US, among other areas. 

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1:40pm - 1:45pm 
Case Introduction The afternoon sessions used a common case scenario to explore issues as they may apply to a specific deal process.  In this scenario, ‘East Corporation’ served as a representative party on the buy side.  East Corporation is an established infrastructure and services business with a strong balance sheet, but growth is slowing, key executives are leaving for faster moving companies, and the board is restless with management's latest plan.  To spur growth, East Corporation decided to pursue ‘West Corporation' a young and fast growing technology company.  

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1:45pm - 2:40pm
We found a breach during due diligence. Now what do we do? Shortly after East Corporation begins due diligence on West Corporation, a cyber breach is discovered.  This session explored both the methods and parties to the assessment of the breach; looked at duties to report to law enforcement and securities regulators; considered the potential impact on schedules for financing and closing; debated valuation adjustments and changes in the forms of consideration, and discussed methods for addressing post-close liabilities.  

Brian Weimer, Esq., Partner and Telecom Team Leader, Sheppard Mullin
Jon Adams, Esq., Senior Privacy Counsel, LinkedIn Corporation (NASDAQ: LNKD)
Tim Ryan, Principal, Fraud Investigation & Dispute Services, EY
Christen Morand, CPA, Partner, Fraud Investigation & Dispute Services, EY

   

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2:55pm - 3:50pm
Negotiating M&A deal terms This session covered the give-and-take between buyers and sellers in negotiating key provisions as East Corporation moved to complete the acquisition of West Corporation.  The discussion looked at the interplay between buyer size and typical 'market' deal terms.  The session also drilled into the impact of transaction insurance on traditional structured indemnity terms, escrows, and hold-back approaches.   

Dena Acevedo, Esq., Senior Corporate Counsel, Juniper Networks (NYSE: JNPR)
Rachel Masory, Esq., Deputy General Counsel, Golden Gate Capital
Nathaniel McKitterick, Esq., Partner, DLA Piper
Laurance Shapiro, Senior Vice President, Mergers & Acquisition Group, Willis Towers Watson

   

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4:05pm - 5:00pm
Flight risk in M&A  This session reviewed strategies that may be employed to retain the acquired team including the structure of financial incentives and retention agreements for key executives.  The panel discussion drew from the rich experiences from Google, Microsoft and Symantec and evaluated the frameworks organizations are deploying to effectively hedge human capital risks and considered methods for repeatable post-merger integration management.

Todd Manley, Senior Director, Corporate Development, Symantec  (NASDAQ: SYMC)
Natalia Carvajal, Senior Director of M&A Integration, Microsoft Corporation (NASDAQ: MSFT)
James Harris, Principal, Corporate Development Integration, Google (NASDAQ: GOOGL)
Jeff Cox, Global M&A Transaction Services Leader, Mercer

   

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5:00pm - 7:00pm
Wine Reception Featuring some of California's most unique wines from TR Elliott, a producer of small lots of Pinot Noir from the Russian River Valley, located in the heart of Sonoma County, California.  Hosted by Steven D. Torgeson, Managing Director, Global Corporate Trust & Escrow Services, U.S. Bank

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WHO SHOULD ATTEND

This conference is designed for public-company corporate development officers, general counsel, CFOs, CEOs, board members, private equity and venture capital investors, management and owners of closely held companies, and select advisors with responsibility for M&A strategy and execution.  

Conference attendees may be eligible for CLE and CPE.