2 West Loop Road, New YorkThis 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.
Galley of pictures from the 2022 M&A Conference at Cornell Tech New York.
DAY ONE AGENDA: Wednesday September 14, 2022
12:30 - 7:30pm EST
Members enjoy access to the videos of each session
Registration and M&A Technology Demos | 12:30pm - 12:50 EST
A number of innovative M&A technology platforms will be available for review during registration.
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Welcome Remarks | 12:50pm
Is the slowdown in M&A activity from a lack of clarity or fewer targets running a process? Is the rising cost of capital just noise, or a real challenge that needs to be addressed with specific deal terms? If so, what interim and closing terms are changing? What war stories and lessons have emerged from recent deals? Let's talk about what's new, what's different, and what's clever so we can improve the M&A process and the performance of future acquisitions.
William Jefferson Black, Chair of the M&A Conference Series, Transaction Advisors Institute
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M&A Strategy Imperatives | 1PM
How is the current sentiment in the capital markets shaping M&A? Are dealmakers being pushed to consider more judicious and thematic acquisitions? Are capability-driven deals preferred over scale transactions? Is programmatic deal making the best way to achieve risk-adjusted returns? 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 Practice, Accenture
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 be negotiated at the onset? 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 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: Matthew Readings, Partner and Global Antitrust Practice Group Leader, Shearman & Sterling
Flight Risk and Employee Activism | 3PM
The sudden and significant changes that come from M&A tend to accelerate workforce pressures. How are M&A teams assessing employee risk in the 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? Are there new methods for ensuring employee engagement post-close?
Gundeep Kaur, Senior Director, Corporate Development and Acquisition Strategy, Salesforce
Siran Tanielyan, Senior Vice President, Corporate Development, Paramount
Chair: Pat Tucker, Senior Managing Director, FTI Consulting
Securing Deals | 4PM
Cash on corporate balance sheets and committed to private equity is at an all-time high. What methods and terms are strategics and sponsors using to effectively 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, M&A Partner, Morrison & Foerster
M&A Holdbacks | 5PM
A multi-year study found 17% of deals had at least one indemnity claim. What is 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
Wine Reception | M&A Technology Demos | 5:30 - 6:30 PM
A number of innovative technology platforms that are advancing the M&A practice will be available for review.
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Dinner and M&A War Stories | 6:30 - 7:30pm
The robust discussions continue over dinner.
DAY TWO AGENDA: Thursday September 15, 2022
8:30am - 6pm EST
Members enjoy access to the videos of each session
Breakfast and M&A Technology Demos | 8:30am
The views of 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 cross border CVC investments being structured?
Peter Anderson, Senior M&A Counsel, IBM
Robert Miklautsch, Director, Senior Legal Counsel, M&A and Venture Capital, Bosch Group
Desiree Castillejos, Vice President Business Development & Strategy - Europe, Middle East & Africa and Latin America, Johnson Controls
Chair: Rory O'Halloran, M&A Partner , Shearman & Sterling
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 risks 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
Stephen Lam, General Counsel, SoftBank Group International
Nadine Thornton, Vice President and Counsel, Stone Point Capital
Chair: Gaurav Sud, Partner & Co-Practice Leader, Transaction Liability, Lockton
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? What provisions are being agreed to diligence and secure IP assets? Can dealmakers protect against cybersecurity risk in the purchase agreement and / or post-close?
Pat Maloney, General Counsel, Morningstar
Sanil Padiyedathu, Associate General Counsel - M&A and Strategic Transactions, Verizon
Susan Meisel, Senior Vice President, Corporate Deputy General Counsel, Sony Music
Chair: Jonathan Zhou, Corporate and M&A Partner, Freshfields
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Lunch and M&A Technology Demos | 12PM
A number of innovative technology platforms that are advancing the M&A practice will be available for review.
Navigating Merger Control | 1PM
The application of merger control guidelines continues to shift as appointments at the FTC and DOJ take hold. What do M&A teams need to know about the administration’s current enforcement objectives? 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? What typical missteps should be avoided during the clearance process?
Kellie Kemp, Senior Counsel, Competition & Litigation, Uber
Stacy Frazier, Executive Counsel, Competition Law and Policy, GE
Graeme Hunter, Antitrust, Merger Review, Cartel Litigation, NERA Economic Consulting
Chair: Beau Buffier, Partner, Antitrust and Competition, Wilson Sonsini Goodrich & Rosati
Addressing People and Cultural Risks | 2PM
An inadequate focus on talent strategies was cited as the primary driver of M&A 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 synergy models and performance post-close? Should the retention strategy cover the key employees as well as the teams that have to absorb the target?
Rohit Dave, Head of Corporate Development, Block
Ken Bond, Head of Corporate Development, Cetera Financial Group
Daljeet Saran, Senior Vice President, Strategy and Corporate Development, Moody's
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. Are contingent consideration structures being used to address volatility and provide more robust downside protection? Do stock deals benefit from more sophisticated exchange mechanisms? Is a greater emphasis being placed on interim covenants? What closing conditions can be improved?
Jared Sine, Chief Legal Officer, Match Group
Brian Leung, Senior Vice President, Deputy General Counsel, Vox Media
Francesca Campbell, Vice President, Chief M&A Counsel, Carrier
Chair: Ian Nussbaum, M&A Partner, Cooley
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
Hemant Hebbar, Vice President, Global M&A and Integration, Hewlett Packard Enterprise
Soumya "SDR" Dutta Roy, Vice President, Global Integration - M&A Integration and Carve-Out/Divestiture Planning and Execution, Baxter International
Chair: J. Dana Hughes, Partner and Associate Director - Post-Merger Integration Practice, BCG
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Reception and M&A Technology Demos | 5PMA number of innovative technology platforms that are advancing the M&A practice will be available for review.
M&A INNOVATION PARTNERS
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.