September 14 & 15, 2022
M&A Conference at Cornell Tech New York2 West Loop Road, New York

This prestigious annual M&A 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 September 14, 2022
1pm - 6pm EST


M&A Strategy Imperatives | 1PM
The slowdown in M&A activity is leading dealmakers to consider more judicious and thematic acquisitions. Are deals being evaluated with a new lens? Is programmatic deal making the best way to achieve risk adjusted returns? How is the current sentiment in the capital markets shaping M&A? Are capability-driven deals preferred over scale transactions? How are geopolitical concerns and the rising cost of capital impacting deal models?

Chris Fisher, Global Head of M&A and Ventures, Xerox
Greg Psihas, Senior Vice President, Global Corporate Development & Ventures, Visa
Sergio Letelier, Senior Vice President and Head of Corporate Development, Hewlett Packard Enterprise 
Chair: Eric Weiss, Managing Director, Mergers & Acquisitions, Accenture  


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Planning for Resistance | 2PM
Deal parties are now anticipating a higher level of scrutiny from merger review agencies. If there is potential for a long regulatory review, what deal terms should flex? How are interim operating covenants being designed to avoid gun jumping? What is the current market for efforts to close and break fees if the resistance is too strong? Is it possible to ‘test the waters’ with antitrust regulators before agreeing to a deal?

Chuck Webb, Lead Antitrust Counsel, FedEx
Gil Ohana, Senior Director, Antitrust and Competition, Cisco Systems
Chair: Ben Gris, Partner, Antitrust Practice, Shearman & Sterling


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Flight Risk and Employee Activism | 3PM
The sudden and significant changes that come from M&A accelerate workforce pressures. Are there new methods for ensuring employee engagement? How are M&A teams assessing employee risk in the due diligence process and monitoring communications around closing? How are acquirors addressing challenges from vocal employees, unions, and pseudo-unions? Is the increasing influence of millennials and workforce issues being factored into deal models?

Claudia Gast, Chief Financial Officer & Board Director, Global Technology Acquisition Corp
Jelena Guzenko, Vice President, Strategy and Business Development, Schneider Electric
Siran Tanielyan, Senior Vice President, Corporate Development, Paramount
Chair: Pat Tucker, Senior Managing Director, FTI Consulting


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Securing Deals | 4PM
Cash on corporate balance sheets is at an all-time high, north of $6.8tn globally, while private equity’s deal velocity now accounts for nearly 30% of M&A activity. What methods and terms are strategics and sponsors using to compete for targets? How are buyers securing deals without being the highest bidder? Is the market moving to more standard terms and “no-recourse” deal making? Is the uneven regulatory burden differentiating bids?

Mike Guo, Deputy General Counsel, TPG Global
Brett Shawn, Senior Vice President, Assistant General Counsel, Warburg Pincus
Stacy Grant, Vice President & General Counsel, M&A and Ventures, Honeywell
Chair: Omar Pringle, Partner, M&A Practice, Morrison & Foerster


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M&A Holdbacks | 5PM
A multi-year study found 17% of deals had at least one indemnity claim. What’s leading to tax and litigation indemnity claims? How are claim mechanisms being structured to address post-closing purchase price adjustments? When are special indemnity escrows being used?

Chair: John Mazzuca, Executive Director, J.P. Morgan  


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M&A Conference at Cornell Tech New YorkReception | M&A Innovation Partner Demos | 5:15PM
A number of innovative M&A technology platforms will be available for review during the reception.

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Dinner and M&A War Stories | 6pm
The robust discussions continue over dinner.



DAY TWO AGENDA: Thursday September 15, 2022
8:30am - 6pm EST


Breakfast | 8:30am
The views over New York from the East River are amazing.

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Global M&A Dynamics | 9AM
Erratic changes in outbound deal flow reflect the enhanced complexity associated with cross border M&A. Which M&A terms and processes provide meaningful risk reduction? What specific geopolitical risks and supply chain challenges can be mitigated through deal making? How are cross border dispute resolution mechanisms being structured? How are corporate directors approaching M&A governance as cross border M&A returns?

Peter Anderson, Senior M&A Counsel, IBM
Desiree Castillejos, Vice President Business Development & Strategy Europe, Middle East & Africa and Latin America, Johnson Controls
Chair: Scott Petepiece, Partner - Global Mergers & Acquisitions Practice Group Leader, Shearman & Sterling


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Deal Terms and Risk Allocation | 10AM
M&A agreements are becoming more sophisticated, from specific fundamental reps to broader risk allocation mechanisms. What deal terms are changing to transfer contingent liabilities? Are there interesting variations in sponsor-backed deals? How are parties allocating risk among courter-parties and third-parties, including to transactional insurance underwriters? What can dealmakers do to improve the negotiation process?

Mike Powell, Deputy General Counsel, M&A, Fifth Third Bank
Chair: Matthew Heinz, Partner & Co-Practice Leader, Transaction Liability, Lockton


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Structuring Innovation-driven Acquisitions | 11AM
Technology driven deals are being negotiated at increasing speed with heightened pressure to capture strategic value. What missteps should be avoided when options and various share classes are part of the consideration? Are there clever ways to apply conditionality around equity awards? Can dealmakers protect against cybersecurity risk in the purchase agreement? What provisions are being agreed to diligence and secure IP assets?

Sanil Padiyedathu, Associate General Counsel - M&A and Strategic Transactions, Verizon
Pat Maloney, General Counsel, Morningstar
Susan Meisel, Senior Vice President, Corporate Deputy General Counsel, Sony Music
Chair: Jonathan Zhou, Partner, Corporate and M&A, Freshfields  

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Lunch | Innovation Partner Demos | 12PM

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Navigating Merger Guidelines | 1PM
The application of merger control guidelines continues to shift as appointments at the FTC and DOJ take hold and move to advance the administration’s enforcement objectives. What are sellers now seeking in reverse break fees, efforts commitments, and lighter non-competes? Should dealmakers “fix it first” or address antitrust remedies during the clearance process? Does a “close at your peril” letter qualify as obtaining antitrust clearance? How can M&A teams avoid gun jumping and head off conduct investigations?

Kellie Kemp, Senior Counsel, Competition & Litigation, Uber
Stacy Frazier, Executive Counsel, Competition Law and Policy, GE
Deirdre McEvoy-Cappock, Principal U.S. Antitrust Counsel, Siemens
Chair: Jamillia Ferris, Partner, Antitrust and Competition, Wilson Sonsini Goodrich & Rosati


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Addressing People and Cultural Risks | 2PM
An inadequate focus on talent strategies was cited as the primary driver of shortfalls by nearly half of the dealmakers that participated in a recent Mercer survey. What innovative techniques are being used to identify people-related risks? How do you assess culture virtually? Would a longer-term view on re-skilling and re-deployment improve the accuracy of the deal model and performance post-close? Should the retention strategy cover the key employees as well as the team that has to absorb the target?

David Le, Vice President, Corporate Development, Lyft
Daljeet Saran, Senior Vice President, Strategy and Corporate Development, Moody's  
Ken Bond, Head of Corporate Development, Cetera Financial Group
Chair: Paul Kibbe, Partner, M&A Leader and Business Transformation Lead, Mercer



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The Path to Closing | 3PM
Anticipating and addressing volatility is a principal challenge for in-house M&A professionals as they negotiate and structure acquisitions. Do stock deals need more sophisticated exchange mechanisms? Is greater emphasis being placed on interim covenants? Does the definition of the purchase price matter? Are contingent consideration structures being used to address volatility and provide more robust downside protection?

Jared Sine, Chief Legal Officer, Match Group
Brian Leung, Senior Vice President, Deputy General Counsel, Vox Media
Margot Miller, Head of Legal & Corporate Affairs , BEES, a joint venture of Anheuser-Busch InBev & Ambev
Chair: Ian Nussbaum, M&A Partner, Cooley

 

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Integration in the Age of Hybrid Work | 4pm
Merging two organizations' processes, culture, and management is profoundly complex. Can the move to hybrid and remote work be leveraged to accelerate cultural alignment? Should a modified integration approach be considered for different deal types (standalone, partial integration, or full integration)? What techniques can be employed to ensure momentum in the businesses and successful change initiatives during the post-close period? What positive and negative synergies are often missed in deal models? 

Chris Evans, Head of Corporate Development Integration, Amazon
Chair: J. Dana Hughes, Partner and Associate Director - Post-Merger Integration Practice, BCG


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Reception | 5PM

M&A INNOVATION PARTNERS
Participants will have access to demos from a number of innovative technology and information platforms that are advancing the M&A practice.

Devensoft seamlessly integrates with your entire M&A process from pipeline to post-merger integration or divestiture to help you manage all stages of your deals and ultimately produce returns.
 
 

Knowable is the world leader in contract data management and analytics, helping enterprises easily understand the M&A related opportunities and post-close commitments in tens or hundreds of thousands of legal contracts.
 
 


Netsurion offers managed threat protection to deploy complex security solutions throughout non-centralized environments, resulting in an effective and comprehensive security posture that protects your M&A investments.
 
 

 
Sema offers comprehensive reports that evaluate the quality of code, code security and third party IP risk during M&A diligence and post-close.
 
 


Black Duck Audits
is a group within Synopsys that provides the insights to quickly assess a broad range of software risks in your acquisition target’s software. A Black Duck Audit provides a complete picture of open source license, application security and code quality risks so you can make informed M&A decisions with confidence.
 
 

Zscaler
, creator of the Zero Trust Exchange platform, uses the largest security cloud on the planet to make M&A integration a simpler, faster, and more productive experience.



WHO SHOULD ATTEND
This M&A conference is for public-company corporateAudience at M&A Conference at Cornell Tech New York 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 M&A advisors or service providers. 

The proceedings are closed to the media.


CLE & CPE
M&A Conference participants will be eligible for 9 CLE and 11 CPE credits.


CONTACT
Elizabeth Nassar at +1 (312) 625-2702 or enassar@transactionadvisors.com.