September 14 & 15, 2022
Cornell Tech New York2 West Loop Road, New York

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.

Questions: Contact Elizabeth Nassar +1 (312) 625-2702


DAY ONE AGENDA: Wednesday September 14, 2022
1pm - 6pm EST (Dinner to follow)


Thematic and Programmatic M&A
Following the biggest year in M&A history, where deal value surged to more than $5tn, picking the right targets is more critical than ever. How are dealmakers adapting to the current themes and sentiment in the capital markets? Can capability-driven M&A address business model and supply chain disruptions? Is deal making still the best way to drive innovation? Are programmatic M&A strategies producing the best performance?

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Differentiating Bids in the Era of Abundant CapitalFaculty speakers from M&A Conference at Cornell Tech New York
Cash on corporate balance sheets globally is at an all-time high, north of $6.8tn. Private equity is coming off the biggest year since records began in 1980, putting nearly $1tn to work, more than double the prior year. Is it possible to win a deal without being the highest bidder? Is the lighter regulatory burden helping PE firms? What deal terms are materially different? Is private equity driving more corporate risk taking?

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ESG Scrutiny and Value Creation in M&A Transactions | 3pm
A recent study showed major transaction announcements lead to a 250%+ increase in media attention for bidders and more than 500% for targets. How are M&A teams expected to address environmental, social, and governance (ESG) considerations? What messaging frameworks are being used across ever larger stakeholder groups? How are deal teams conducting reputational and political risk assessments? Are there ways to head off a ‘great resignation’? What are the best ways to ensure a deals’ expected synergy and growth value is achieved in the broadest sense and then sustained over time?

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Planning for Resistance
Everyone has a (strong) view on your deal, from state attorneys general to foreign competition authorities, as well as suppliers and employees. Can you ‘test the waters’ with antitrust regulators before agreeing to the deal? How are interim operating covenants best designed to avoid antitrust scrutiny? Is a more sophisticated framework for efforts to close and break fees emerging? What deal terms should flex if there is a long regulatory review, while avoiding gun jumping?

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

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Wine reception at the M&A Conference at Cornell Tech New YorkPrivate Meetings / M&A Technology Demos / Wine Reception
The view of the New York City skyline is exceptional from Cornell Tech.

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Dinner and M&A War Stories
Let’s continue the discussions over dinner.



DAY TWO AGENDA: Thursday September 15, 2022
9am - 5pm EST


Deal Points for Innovation-driven Acquisitions
Disruptive technology is driving M&A across industries, increasing the speed and complexity of deal making. What terms and remedies are leading acquirers using to secure IP and data assets? Are provisions being negotiated to allow code scans and full data access? How are cybersecurity risks being addressed in the purchase agreement? When is a CVC investment or a partnership a more effective or preferred vehicle? What missteps should be avoided when options and various share classes are redeemed?

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Retention Structures and Talent Strategies
30% of transactions fail to meet financial targets due to culture issues. How are significant people risks identified and addressed in the deal terms? What innovative frameworks are being used to retain acquired talent? How are roadmaps being used to achieve the future-state operating model? Are cultural integration challenges easier or harder in hybrid / remote work environments?

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Negotiating Deals in a Volatile Market
2021 was the biggest year in history for global M&A, with quarterly deal values topping $1T. Should dealmakers now adjust for slower timelines to close and place more emphasis on interim covenants? Do stock deals need more sophisticated exchange mechanisms? Are contingent consideration structures being used to address volatility and provide more robust downside protection? Are more collegial terms being agreed (walk rights, go shops, etc.)?

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Executing Cross Border M&A
Cross-border M&A nearly doubled in Q3 to reach $1.6trn, the highest total since records began in 1980. What are the new challenges as we move out of the Covid-age? Do terms tend to shift for rapid v. slow to close transactions? Are new deal protections and resolution mechanisms being negotiated? How are corporate directors approaching M&A governance as cross border M&A returns?                         

Guest asking questions at M&A Conference at Cornell Tech New York

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Negotiating Risk Allocation and Deal Protections
The past year saw more than 45,000 transactions. What deal terms are changing? How are parties allocating risk among courter-parties and third-parties, including transactional insurance underwriters? Are there interesting variations in sponsor-backed deals? Can dealmakers improve the negotiation process?
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Navigating the Upheaval in Merger Enforcement
The Federal Trade Commission and Department of Justice have announced increased enforcement efforts. How are dealmakers addressing the new and novel theories of harm that are being lodged by regulators, the media, and Congress? Are labor and employment issues taking a larger role in the merger review process and consent decrees? How are dealmakers approaching merger notification filings and multi-agency coordination? What steps are required of the M&A team to avoid gun jumping and other conduct investigations?

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Integration in the Age of Hybrid Work
Following the record-setting surge in M&A activity in 2021, companies are challenged to use recent deals to strengthen their competitive positions. What positive and negative synergies are often missed in deal models? How do you create culture, virtually? Can contingent consideration mechanisms create behavioral change? Should a modified integration approach be considered for different deal types (standalone, partial integration, or full integration)?


CONFIRMED SPEAKERS

Omar Pringle, Partner, Morrison & Foerster
Mike Guo, Deputy General Counsel, TPG Global
Patrick Tucker, Managing Director, FTI Consulting
Claudia Gast, Chief Financial Officer & Board Director, Global Technology Acquisition Corp.
Siran Tanielyan, SVP Corporate Development, ViacomCBS
Chuck Webb, Lead Antitrust Counsel, FedEx
Sanil Padiyedathu, Associate General Counsel - M&A and Strategic Transactions, Verizon
Pat Maloney, General Counsel, Morningstar
David Le, VP - Corporate Development, Lyft
Andrea Basham, Partner, Freshfields
Peter Anderson, Senior M&A Counsel, IBM
Ian Nussbaum, M&A Partner, Cooley
Kellie Kemp, Senior Counsel, Competition & Litigation, Uber
J. Dana Hughes, Partner and Associate Director - Post-Merger Integration Practice, BCG
Chris Evans, Head of Corporate Development Integration, Amazon


Gallery of Select Past Speakers


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

Knowable is the world leader in contract data management and analytics, helping enterprises easily understand the opportunities and commitments in tens or hundreds of thousands of legal contracts.
 
 
 
Sema offers comprehensive reports that evaluate the quality of code, code security and third party IP risk.
 
 
 

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

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 investments.
 
 

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



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.

To get a feel for the program, you are welcome to view this gallery of past conference pictures.

This conference is not designed for advisors or service providers. The proceedings are closed to the media.

To learn more about COVID-19 protocols for our in-person M&A Conferences click here.


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


CONTACT
If you have any questions please contact Elizabeth Nassar at +1 (312) 625-2702 or enassar@transactionadvisors.com.


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