March 17 & 18, 2020
2 Harrison Street, 6th Floor, San Francisco, CA 94105
This prestigious conference provides corporate executives, board members, and private equity investors with practical information and perspective on the latest considerations impacting corporate transaction planning, structuring, and execution.
DAY ONE AGENDA: WEDNESDAY MARCH 17, 2020
1:00pm - 1:15pm
Check-in, coffee service & opening remarks
1:15pm - 2:05pm
Using portfolio reviews to inform the M&A strategy The discussion looked at methods for reviewing financial performance and strategic operational value from past acquisitions to model optimal buy-side transactions. Consideration was given to the use of predictive analytics in M&A; using proprietary financial and operational data alongside external data and valuation metrics to assess the impact of various strategic alternatives and transaction structures, in a manner that is insulated from management bias. The participants also looked at the potential for improvements in the capital allocation process and the increasing use of divestitures to fund higher-growth opportunities through acquisitions.
2:20pm - 3:10pm
Effectively engaging the board in M&A This session considered approaches for appropriately and proportionately engaging the Board in the organizations' inorganic growth strategy. Consideration was given to optimizing lines of authority between the Board, special committees, and management during an M&A process. In addition, the participants looked at the Board's responsibility to regularly assess ‘fit and focus’ to consider divestitures through tax free spin-offs or the sale of non-core assets.
3:25pm - 4:15pm
Challenges associated with digital acquisitions This discussion looked at acquisitions and investments in innovative companies when the objective is primarily to access enabling capabilities or disruptive business models powered by technology and analytics, and where much of the value is embedded in future growth, algorithms, intellectual property including in-process R&D, intangible assets, and human capital including founders and management teams. The session included a look at corporate venture investment programs and discussed creative methods for monetizing acquired IP and other digital assets.
4:30pm - 5:20pm
Dealing with leaks...leaking deals This session explored a range of deal challenges when deal negotiations are leaked to the media, investors, customers, and employees. The conversation covered cultural norms in various regions and countries. During the second half of the discussion, participants discussed the unique legal and strategic issues associated with the use of intentional leaks to drive specific actions and apply pressure on a target company.
5:20pm - 5:40pm
Private meetings / M&A technology demos
5:20pm - 6:30pm
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.
6:30pm - 8:00pm
Dinner and War Stories: Complex (and unusual) methods for structuring deals At the conclusion of the dinner service, conference delegates were invited to share with the group a brief story of an unconventional or clever deal structure they've used to get an acquisition closed. Some unusual (and entertaining) approaches were shared.
DAY TWO AGENDA: THURSDAY MARCH 18, 2020
8:40am - 9:00am
Private meetings
9:00am - 9:15am
Coffee service & welcome remarks
9:15am - 10:05am
Unique deal structures to mitigate global merger control challenges This discussion explored a range of innovative deal terms and methods for navigating regulatory challenges in domestic and cross-border deals. This session provided guidance on M&A provisions that anticipate protectionist views, antitrust challenges, and other regulatory outcomes The participants also commented on models for incorporating the risk of political and regulatory uncertainty into deal terms.
10:20am - 11:10am
Improving deal term negotiations and protections This session addressed the give-and-take between buyers and sellers in negotiating key provisions in both domestic and international transactions. The panelists considered risk allocation, the form and structure of closing conditions, looked at the increasing use of transaction insurance in public company deals and in competitive processes, discussed the strength of various protections and remedies, and reviewed other timely topics that may impact the structure and negotiation of a transaction.
11:25am - 12:15pm
Innovations in closing...to avoid disputes This panel discussion covered the lifecycle of a transaction from due diligence to post-close with a focus on how to avoid transaction disputes. Working capital adjustments, earnouts, escrow and lockboxes all pose their own issues when finalizing a deal – how these issues are dealt with during due diligence and the drafting of the purchase agreement is important to prevent issues on the back-end of a merger, sale or acquisition.
12:15pm - 1:00pm
Luncheon / private meetings / M&A technology demos
1:00pm - 1:50pm
Brand-driven M&A strategies and missteps This session looked at how brands are managed in M&A, considered common integration missteps involving brands and their cultural identity, explored ways high performing acquirers manage acquired brands / portfolios, reviewed variations in vertical and horizontal M&A strategies and the impact on brand frameworks, and discussed methods for holding acquired brands / defensive value.
2:05pm - 2:55pm
Structuring joint ventures and minority investments This session looked at the use of joint ventures, minority acquisitions, and corporate venture investments to complement a more traditional M&A strategy. The participants considered regulatory, cultural, and transactional differences given the desired level of control. The participants also looked at dispute resolution mechanisms and other enforcement approaches, particularly with respect to exit/buyout provisions, in both domestic and cross-border transactions.
3:10pm - 4:00pm
Retaining talent and structuring the post-close culture This session reviewed strategies that may be employed to retain an acquired team, including the structure of financial incentives and retention agreements for key executives that align with critical cultural and performance objectives. The discussion looked at various frameworks to effectively hedge human capital risks and considered methods for repeatable post-merger performance improvement.
4:15pm - 5:05pm
Setting synergy and integration targets This session explored frameworks that can be used for developing realistic synergy targets, including new and unconventional strategies for a thoughtful integration process. This discussion also looked at the interplay between term sheets and post-close operating dynamics, looked at occasions for limited post-merger integration, contemplated variations in deals where there is a minority or venture investment, and considered approaches that may make a future divestiture feasible.
TERMS
Registration rates are subject to change. Registrations are nonrefundable. If you are not able to attend an event in which you registered, we will make every effort to transfer your registration to a future conference, of similar or lesser value, for a period of one year. You may also transfer your registration to another individual within your organization, upon our approval. We reserve the right to limit or deny access to our events to any person at our sole discretion. We make no representation that the information and experience provided at any of our events or conferences are suitable for any purpose (see Disclaimer of Warranties). By attending this program you grant Finance Information Group LLC permission to capture and publish videos and pictures that may include your image.
