October 28 & 29, 2020 (NEW DATE)
Cornell Tech - Verizon Executive Education Center, Roosevelt Island
2 West Loop Road, New York, NY 10044
This prestigious annual conference assembles corporate development leaders, in-house M&A counsel, board members, and private equity investors to discuss current challenges impacting complex transactions and learn about innovative methods to improve deal performance.
The cross-disciplinary agenda draws on experienced M&A professionals from various industries and regions to share first-hand experiences, best practices, and recommendations for navigating deals through both internal and external challenges.
DAY ONE AGENDA: WEDNESDAY, OCTOBER 28, 2020
12:50pm - 1:10pm
Check-in and coffee service
1:10pm - 1:20pm
Opening remarks: William Jefferson Black, Managing Director, Finance Information Group & Publisher, Transaction Advisors
1:20pm - 2:10pm
Identifying and closing innovation-driven acquisitions The opening keynote discussion will look at the unique challenges associated with acquisitions where the target value is largely in future growth, new technology, intangible assets, and human capital. The participants will consider strategy frameworks for evaluating the merits of "buy v. build v. invest". Methods for allocating capital between core horizontal acquisitions and adjacent growth segments will also be considered. This interactive session will include an open discussion on pipeline management and clever methods for identifying and cultivating targets.
2:25pm - 3:15pm
Strategic v. Private Equity This lively session will provide perspective on the techniques that are commonly employed by strategic acquirers to compete with private equity firms. A contrasting look at the methods and terms used by private equity firms to compete with strategic acquirers will be provided. Specific deal trends, negotiation tactics, and transaction structures will be discussed including forms of consideration and valuation formulations, allocation of risk, and closing conditions.
3:35pm - 4:25pm
Digital diligence and related deal terms This session will look at the increasingly challenging diligence obligations associated with innovation-driven acquisitions including; shifting revenue recognition practices, quality of earnings and fraud investigations, source code audits and cyber security reviews, intellectual property rights verification, as well as demand sensing and product efficacy. The participants will then consider rapid diligence coordination methods and the negotiation of specific deal terms that may be employed to address a range of diligence discoveries related to a target's value drivers.
4:40pm - 5:30pm
Navigating regulatory hurdles to avoid closing delays The regulatory impact on timing to close will be considered in this session, which will look at specific deal terms, coordinating issues, and methods for balancing U.S. securities laws with changing and conflicting requirements in other jurisdictions. The participants will discuss trade and tariff risks and consider methods for addressing these variables through various negotiated protections. In addition, this session will offer perspective on non-controlling and controlling investments in targets involving sensitive personal data, infrastructure, critical technology, or other assets that may be considered 'covered transactions' under the expanding remit of CFIUS and the recent Foreign Investment Risk Review Modernization Act (FIRRMA).
5:30pm - 6:30pm
Private meetings / M&A technology demos
Wine reception
6:30pm - 8:00pm
Dinner and conversation
DAY TWO AGENDA: THURSDAY OCTOBER 29, 2020
8:30am - 9:00am
Coffee service / Private meetings / M&A technology demos
9:00am - 9:10am
Welcome Recognition of the M&A Leadership Council members
9:15am - 10:05am
Master Classes | First Session
- Structuring cross border joint ventures and exit/buyout provisions This course will look at the use of joint ventures to complement a more traditional M&A strategy. The participants considered regulatory, cultural, and transactional differences given the desired level of control. The participants will also study dispute resolution mechanisms and other enforcement approaches, particularly with respect to exit/buyout provisions, in both domestic and cross-border transactions.
- Negotiating risk allocation and transactional insurance This session will address the give-and-take between buyers and sellers in negotiating key provisions in both domestic and international transactions. In particular, the participants will consider risk allocation, look at the increasing use of transaction insurance in competitive processes and public company deals, discuss the strength of various protections and remedies, and review other timely and related topics that may impact the structure and negotiation of a transaction.
- HR diligence and retention structures: This workshop will provide a detailed look at how the most effective dealmakers approach HR due diligence to identify people-related financial, operational, and cultural integration challenges and the potential impact on the future state operating model. This session will include examples of significant people risks uncovered during due diligence and provide a range of innovative frameworks to retain acquired talent.
10:05am - 10:20am
Coffee service / Private meetings / M&A technology demos
10:20am - 11:10am
Master Classes | Second Session
- Carveout transaction structuring and process considerations This course will look at the strategic and operational considerations associated with spin-off transactions. The class will provide specific guidance on the disposal process and review financial considerations and 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 tax efficiency of a divestiture will be studied as well as the merits of long-term shared services, supply chains, and other operational entanglements.
- Forming and operating a corporate venture capital fund This course will consider the use of corporate venture investments as an extension of an organization's growth strategy. The class will look at the formation and structure of a corporate venture capital (CVC) fund and also provide information and perspective on the operational and governance considerations. In addition, this course will look at the way CVC investments and M&A work in concert and the specific terms that are associated with these investments.
- Integration and change management strategies [Part Two] The continuation of the HR best practices workshop will cover post-close best practices. Using a highly interactive format, this session will look at integration strategies and tactics, organizational structure, and go forward culture. The discussion will also consider effective and successful M&A staffing models and methods for repeatable post-merger performance improvement.
11:30am - 12:00pm
Keynote Interview
12:00pm - 1:00pm
Luncheon
1:00pm - 1:50pm
Developments in deal structuring This discussion will examine current negotiation points and deal terms that may be employed to allocate risk and bridge gaps between buyers and sellers. The participants will consider key points in the letter of intent, negotiation of working capital adjustments and fixed price/exchange ratio collars, look at dispute mitigation, and offer other practical considerations relevant to merger agreement drafting and negotiations.
2:05pm - 2:55pm
Acquisition metrics: what's market and what's measured This in-depth review will provide perspective on the specific financial and non-financial metrics that are often used to consider acquisitions and communicate their strategic value to the Board and the equity and debt capital markets. The participants will discuss current valuation and earnout dynamics, models for calibrating how much to spend on M&A, the use of business unit allocations / capital charges for M&A as well as incentives to complete transactions. Board-level M&A governance and monitoring systems will also be considered.
3:15pm - 4:05pm
The current state of global merger control and antitrust challenges This session will provide guidance on M&A provisions that address the shifting environment for competition reviews in the United States, Europe and other jurisdictions. The participants will comment on specific deal terms that anticipate protectionist views and antitrust challenges including approaches to ensure 'best efforts' to close, addressing new and novel theories of harm including conglomerate risk and nascent competition, and the merits of negotiating prospective remedies or remaining silent. Public interest remedies and multi-agency coordination will also be considered.
4:20pm - 5:10pm
Modeling synergy targets and setting the course for Day One This capstone session will look at advances in setting and achieving synergy targets from Day One. The participants will look at the interplay between (positive and negative) cost and revenue synergies on valuation models and deal terms. Best practice in the design of integration approaches will be discussed, including the structure of TSAs and the pacing of operational, financial, and cultural integration. The panelists will also consider the merits and draw-back of limited integration.
5:10pm - 5:15pm
Closing remarks
5:15pm - 6:30pm
Cocktail reception
INNOVATION PARTNERS
The conference will feature a number of innovative technology and information platforms that are advancing the M&A practice.
WHO SHOULD ATTEND
This program is for public-company corporate development and integration leaders, in-house M&A and securities counsel, chief financial officers, chief executive officers, board members, and private equity investors. This conference is not designed for advisors or service providers. The proceedings are closed to the media.
Conference attendees may be eligible for CLE and CPE
REGISTRATION
Member Discounts: Enter your email address at checkout to apply the 50% discount that is included with your subscription.
Group Discounts: Please contact us to learn about applicable group registration discounts for 3 or more members of our M&A team.
