September 25 & 26, 2019
University of Chicago Gleacher Center | 450 N. Cityfront Plaza Drive, Chicago, IL 60611

This prestigious annual program assembles corporate development leaders, in-house M&A counsel, board members, and private equity investors to discuss innovation and best practice in M&A strategy, transaction structuring, and post-close integration.

The cross-disciplinary agenda draws on experienced M&A professionals from various industries and regions to share first-hand experiences, war stories, and recommendations for navigating deals through both internal and external challenges.

By taking part in this unique interactive conference you will gain practical information and perspective on the current challenges impacting complex transactions and learn about innovative methods to improve deal performance.

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DAY ONE AGENDA: WEDNESDAY SEPTEMBER 25, 2019

12:50pm - 1:10pm
Check-in and coffee service

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1:10pm - 1:15pm
Opening remarks: William Jefferson Black, Managing Director, Finance Information Group & Publisher of Transaction Advisors

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1:15pm - 2:05pm
Buying growth through digital acquisitions This opening keynote session will consider the current challenges Boards of Directors face including high target valuations, a shareholder environment that rewards acquisitive companies, accumulating cash reserves, and a long-running economic expansion with an unclear outlook. The participants will then drill into the unique considerations associated with acquisitions and minority investments where the target value is largely in future growth, new technology, intellectual property including in-process R&D, intangible assets, and human capital including founders and management teams.

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2:20pm - 3:10pm
Maximizing value through M&A tax structures This session will consider tax issues in due diligence, the tax benefits of various M&A structures, and look at key tax provisions in acquisition agreements. The participants will over perspective on recent tax developments that may impact transaction planning and explore the increasing use of tax liability insurance among other current issues.

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3:30pm - 4:20pm
Unique deal structures to mitigate global merger control and regulatory challenges This session will explore a range of innovative deal terms and methods for navigating regulatory challenges in domestic and cross-border deals. This session will provide guidance on M&A provisions that anticipate protectionist views, antitrust challenges, and other regulatory reviews. The participants will consider approaches for incorporating the risk of political and regulatory uncertainty into deal terms including 'best efforts' requirements, negotiating prospective antitrust remedies, and other current practices.

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4:35pm - 5:25pm
The new diligence landscape: corruption and anti-bribery in cross border deals  This discussion will look at the expanded diligence obligations associated with fraud and bribery assessments that extend far beyond traditional financial statement reviews. The participants will share clever and unconventional methods for assessing a target and also examine the interplay between the traditional quality of earnings analysis and the emerging use of forensic data analytics.

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5:45pm - 8:00pm
Wine Reception and Dinner
Commodore’s Salon | Columbia Yacht Club

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DAY TWO AGENDA: THURSDAY SEPTEMBER 26, 2019

8:40am - 9:00am
Private meetings / M&A technology demos

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9:00am - 9:15am
Coffee service & welcome remarks

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9:15am - 10:05am
Innovation in deal structures and consideration This discussion will examine deal structures and terms that may be employed to bridge gaps between buyers and sellers. The participants will consider various forms of consideration and pricing formulations, including working capital and "locked-box" adjustments, fixed price/exchange ratio collars, valuation and earnout mechanisms, and other practical considerations relevant to M&A negotiations and merger agreement drafting.

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10:20am - 11:10am
Risk allocation approaches This session will consider risk allocation frameworks, the form and structure of closing conditions, look at the increasing use of transaction insurance in public company deals and in competitive processes, and discuss the strength of various protections and post-close remedies as well as the types of damages recoverable in common M&A litigation.

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11:30am - 12:20pm
Avoiding abandoned acquisitions Drawing on a long-term research study into failed acquisition pursuits, the participants in this session will consider a number of strategic and tactical issues that may cause a deal to fail to close. The discussion will look at both internal and external factors at each stage of the deal process and offer perspective on specific actions to mitigate abandonment risks including the duration of diligence, design and triggers for breakup fees, clauses for material adverse changes, and methods for heading off intentional leaks.

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1:10pm - 2:00pm
Navigating unsolicited acquisition offers This session will look at the current environment for unsolicited and hostile acquisition approaches, including both domestic and international corporate governance practices. The participants will discuss techniques for modeling responses, negotiation approaches, matching periods and topping bids, and proxy contest scenarios. Techniques and methods for assessing the strength of various shareholder rights plans and takeover defenses will also be studied.

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2:15pm - 3:05pm
Carveout transactions present opportunities and challenges This discussion will consider the environment for spin-off transactions and offer specific guidance on the disposal process and common deal terms including transition services agreements, the sufficiency of assets and financial statements representations, and the structure of escrow or holdback mechanisms to cover the seller’s indemnification obligations. In addition, the on-going tax efficiency of each separated business post-closing will be considered as well as the merits of long-term shared services, supply chains, and other operational entanglements. 

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3:25pm - 4:15pm
Linking integration targets and financial metrics Frameworks for developing realistic synergy targets will be debated during this session as the participants drill into the interplay between term sheets and post-close operating dynamics, consider occasions for limited post-merger integration, contemplate variations in deals where there is a minority or venture investment, and consider approaches that may make a future divestiture feasible. 

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4:30pm - 5:20pm
Structuring the post-close culture This closing keynote session will review strategies for retaining an acquisition target's key team members, including the structure of financial incentives and retention agreements for key executives that align with critical cultural and performance objectives. The participants will share their experience managing human capital risks and consider methods for repeatable post-merger performance improvement through cultural assimilation. 

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5:20pm - 6:30pm
Cocktail reception / private meetings / M&A technology demos

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SELECT CONFIRMED FACULTY

Christian McGrath, General Counsel & Managing Director, GTCR
Gina Sandon, Director, Global Merger & Acquisition Synergy, IBM
Liz Martin, Senior M&A HR Manager, Microsoft
Siran Tanielyan, Vice President, Corporate Development, Viacom 
Mohit Singh, Senior Vice President, Business Development and Exploration, BP
Dawn White, Manager, M&A Integration - Corporate Development, Corning
Jared Sine, Chief Legal Officer & Secretary, Match Group
Rohit Dave, Head of M&A and Creator Fund, WeWork
Jelena Guzenko, Director, M&A, Carve-Outs and Post-Merger Management, Siemens 
Ana Dutra, Board Director, CME Group, Eletrobras, & Elkay Industries 
Lenny (Arslan) El Guindy, Corporate M&A, Deere & Company 
Sergio Letelier, Vice President, Deputy General Counsel - Corporate, Securities and M&A, Hewlett Packard Enterprise
Tom Herd, Managing Partner, North America M&A Practice, Accenture
Chuck Webb, Senior Antitrust Attorney, FedEx 
Eileen Kamerick, Member, Board of Directors; AIG Funds, Associated Banc-Corp, Legg-Mason Closed End Mutual Funds, Hochschild Mining
Gil Ohana, Senior Director, Antitrust and Competition, Cisco Systems
Peter D. Lyons, Esq., U.S. Regional Managing Partner, Freshfields 
Kevin Freeman, Chief Counsel, Securities & Transactions, DRiV 
Saswat Bohidar, Associate General Counsel, M&A and Ventures, Hewlett Packard Enterprise
Elizabeth Donley, Esq., Partner, Hogan Lovells
Hugo Dubovoy, Corporate Secretary and Chief M&A and Securities Counsel, Grainger 
George Casey, Esq., Global Managing Partner & Global M&A Practice Group Leader, Shearman & Sterling
Brett Shawn, Senior Vice President, Assistant General Counsel, Warburg Pincus
Chandradev Mehta, Director, Strategic Planning and Transactions, LyondellBasell
Matt Porzio, Senior Vice President, Strategy, Intralinks 
James Harris, Principal, Corporate Development Integration, Google
David Smalstig, Senior Managing Director, Co-Leader of U.S. Transaction Advisory Services, FTI Consulting
Jim Terpstra, Senior Director, Corporate Development, Groupon 
Jeff Black, Partner, North America M&A Transaction Leader, Mercer 

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M&A TECHNOLOGY DEMOS

The conference will feature a number of M&A technology demos from:

• Intralinks provides an artificial intelligence-assisted platform to increase efficiency, reduce risk, and streamline the entire M&A process—from strategy and deal preparation through the due diligence process and post-merger Integration.
• OrgVue is an organization design and headcount reduction tool that visually compares current organization design to a future design state while capturing the value of operational process efficiencies.
• Black Duck is a software due diligence solution for M&A that specializes in code reviews for open source and internal compliance as well as security flaws in proprietary, open source, and other third-party software. 
• Midaxo is a corporate development and M&A platform that delivers systematic process management to ensure best practices from due diligence to integration.
• Aviator is a cloud-based, full-service M&A tool that simplifies the planning process among workstream teams and provides visibility and reporting against workplans and financials.
• Ansarada provides a secure deal management platform that helps companies manage information for material events.
• Spend Analytics, powered by Accenture’s Applied Intelligence Platform, accelerates the identification of direct and indirect spend synergies by employing artificial intelligence to gather, consolidate, cleanse, categorize, and benchmark spend data.
• DealCloud is a unified technology platform for managing relationships and executing deals.

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WHO SHOULD ATTEND

This program is designed for public-company corporate development leaders, in-house M&A counsel, chief financial officers, chief executive officers, board members, and private equity investors.  This conference is not open to the media.  

Conference attendees may be eligible for CLE and CPE

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REGISTRATION

Includes registration for this conference and an annual subscription to Transaction Advisors + a pass for a 50% discount on all of our upcoming M&A and Investment Conferences.

Have you already joined our subscriber network? Enter your email address at checkout to apply the 50% discount that is included with your subscription.

The $995 early registration rate is available until September 22, 2019. Standard registration is $1,495.  

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