Transaction Advisors Institute

September 13 & 14, 2023
2 West Loop Road, New York, NY

This prestigious annual M&A conference assembles corporate development leaders, in-house M&A counsel, 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 who share first-hand experiences, best practices, and guidance on improving the M&A process and deal performance.

DAY ONE AGENDA
Wednesday September 13, 2023
12:00pm - 7:30pm EST

Welcome Lunch | 12pm
Enjoy a casual luncheon with other in-house M&A professionals when you arrive.

Opening Remarks | 12:45
Let's talk about what has changed, what's difficult, and what's clever so we can improve the M&A process and the performance of future acquisitions. Is the rising cost of capital just noise, or a real challenge that needs to be addressed with specific deal terms? Are the available deals melting ice cubes? Is the turbulence in M&A activity from a lack of clarity or a lack of conviction? If so, what interim and closing terms are changing? What war stories and lessons have emerged from recent deals?
William Jefferson Black, Chair of the M&A Conference Series, Transaction Advisors Institute

Shifting M&A Dynamics | 1pm
How are you taking advantage of lower premiums and less competition for deals? Are there effective ways to ensure your M&A team is employing a clear deal thesis with a strong alignment to strategy? Has the sentiment shifted from innovation and capability-driven M&A if there is limited economic value? How should the M&A calculus change when evaluating horizontal v. vertical acquisitions? Does the strength of the dollar make cross border M&A more interesting?  How do you assess your team’s readiness and capacity for deal making? 

Cultivating M&A Targets | 2PM
What are the best techniques for developing acquisition prospects? What landmines should be avoided when contacting a target and negotiating an NDA / confidential information exchange? How can Indications of Interest and Letters of Intent be crafted to be protective and also competitive? What is the current environment for exclusivity periods, "go shop" provisions, and outside dates? Are there underappreciated risks in coordinating agreements and methods for avoiding standstills?  How early do you assess the degree of closing difficulty? 

Private Equity Partnerships | 4pm
How are corporate development teams increasingly working with private equity firms as partners, not just rivals for deal flow? Should strategics proactively build relationships with sponsors that are active in their industry? Are there missteps to be avoided in information exchanges? What are the key considerations to navigate when engaging with private equity on acquisitions and carve outs? How are the best co-investments structured?

Optimizing M&A Holdbacks | 5PM
How do M&A escrows vary when looking at strategic versus financial buyer transactions and across industry sectors? How are claim mechanisms being structured to address purchase price adjustments? How are special indemnity escrows being used? What factors are driving tax and litigation indemnity claims? How should dealmakers think about the links between holdbacks and other remedies when negotiating acquisitions? 

Wine Reception | 5:30 - 6:30 PM
The robust discussions continue at the wine reception, which has been generously underwritten by the J.P. Morgan M&A Escrow & Paying Agent Services team.

Dinner and M&A War Stories | 6:30 - 7:30pm
Dinner is always a highlight that is known for engaging conversation that is enjoyed with an amazing view of Manhattan's skyline, which has been generously underwritten by  TMF Group. TMF Group provides critical administrative services for complex international deals and carve-outs.

DAY TWO AGENDA
Thursday, September 14, 2023
8:30am - 6pm EST

Full Breakfast and M&A Technology Showcase | 8:30am
Generously underwritten by Evisort.

Piloting Divestitures | 9am
How are the most effective corporate development teams executing divestitures? Should the M&A team look for imbalances in the portfolio of business lines brought on by market swings? Are there insights from the wave of activist campaigns that are pushing for divestitures? What is the key to running an intentional and well-considered separation? How do you avoid delays in the deal process? Is seller paper a solution or a mess? Are the recent calls for 'corporate clarity' a fad or a trend that also shapes the buy-side strategy? What are the differences in carve outs, spin-offs, and hybrid structures? 

Formulating a Regulatory Approach | 10 AM
What are the key considerations and factors in formulating a tailored and effective antitrust strategy? How are timing agreements affecting the deal process? Are there ways to effectively handle divergence -- or collaboration -- between jurisdictions? What key elements of the agency's substantive assessments have shifted? Given the agencies' skepticism of behavioral remedies and intense scrutiny of structural remedies, can / should deal makers negotiate adaptations to fix it first? How are dealmakers allocating the cost of regulatory delays?  

Negotiating Retention Agreements | 11am
Are there effective ways to conduct skills diligence on M&A targets? Can you identify disruptive employees before closing? How can you ensure retention is not an afterthought? Should dealmakers try to head off frustration and resentment over benefit inconsistencies, or leave that to the integration team? How can deal teams uncover troubling undercurrents across the workplace, including deeply rooted norms and working styles? What are the best ways to integrate management teams? Do contingent consideration mechanisms create the right behaviors post-close?

Lunch and M&A Technology Showcase | 12PM
Enjoy roundtable discussions with other in-house M&A professionals and then check out the innovative technology platforms that are advancing the M&A practice. Generously underwritten by  LinkSquares. LinkSquares' platform provides AI-powered contract and legal document analytics and management. 

Allocating Risk | 1pm
How are deal teams allocating risk among courter-parties and third-parties? What are the relevant differences between holdbacks and other protections? Are misperceptions -- or real market changes -- limiting the use of transaction insurance?  What fraud, non-reliance, and no-recourse provisions are shifting? Are there interesting variations in sponsor-backed deals? Can partnerships be used as alternative deal vehicles?  Can ambiguous situations be addressed creatively, including adjustments to the purchase price? Are there negotiation techniques that take accusations, fear, and frustration out of the process?

Developing Effective M&A Teams and Performance Measures | 2pm
Do you have a systematic approach for developing your M&A team’s capabilities and ability to move quickly? What are the most difficult and most important M&A team leadership issues to address? What are the right guardrails to avoid doing bad deals? Do you incentivize abandoning a deal, or just closing?  What are the best risk-adjusted measures for evaluating the performance of an acquisition? How often do you revisit past deals to consider their performance?  

Slowly Closing | 3pm
For long-close acquisitions, what terms should be structured to adjust? How can outside dates, ticking fees, efforts, reverse break fees, equity grants, and other deal points be designed to work in concert? Are new walk rights and interim operating covenants emerging? Should interim covenants flex? What shifts in long-close deal financing? How do you make sure one party does not control a closing condition?  What is being negotiated (and actually being paid) when deals don't close?

Integrating Sources of Value  | 4pm
What’s the optimal level of engagement with the target in developing the integration thesis? Do independent consultants or in-house integration teams provide the best lens on sources of value across revenue, costs, talent, and technology? What positive and negative synergies are often missed in deal models and discovered during integration? How do you uncover unrealistic integration costs and timing? What fault lines need to be tackled before divisions become too great? Are there fundamental best practices that have stood the test of time, or, is each deal unique? 

Reception and M&A Technology Showcase | 5:00PM
A number of innovative platforms that are advancing the M&A practice will be available for review.