This discussion considered the environment for spin-off transactions and offered 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.

During this discussion, Sergio Letelier, Vice President, Deputy General Counsel - Corporate, Securities and M&A at Hewlett Packard Enterprise; Chandradev Mehta, Director, Strategic Planning and Transactions at LyondellBasell; and Kevin Freeman, Chief Counsel, Securities & Transactions at Tenneco considered the environment for spin-off transactions and offered specific guidance on...

This opening keynote session considered 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 Rocky Daehler, Director, Corporate Development at Motorola Solutions; James Harris, Principal, Corporate Development Integration at Google; and Andrey Galiuk, Vice President, Corporate Development and Investor Relations at Dover Corporation drilled 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.