Welcome Breakfast | 8:15 - 9:00

Start the day with a robust breakfast buffet as you connect with other corporate M&A professionals.

Shifting Deal Points | 9:00 - 9:50

What recent changes in the architecture of M&A agreements are coming under the microscope during negotiations? How do you view the strength of various closing conditions? Is it possible to engineer outside dates, efforts provisions, reverse break fees, and other deal points to work in concert? What can dealmakers do to improve the negotiation process and speed?

Rocco Gialanella, Senior Counsel - Corporate and M&A, HP, Inc.
Erik Axelson, Senior Associate General Counsel, Transactions, AbbVie
Jack Melamed, Associate General Counsel - Corporate and M&A, Fortune Brands Innovations
Paul Humphreys, Partner, Corporate and M&A, Freshfields (Chair)

Crafting Deal Protections | 10:00 - 10:50

How are corporate M&A teams embracing more sophisticated risk allocation mechanisms? Where are specific indemnities being incorporated into the risk allocation strategy? What are the relevant differences between holdbacks and other protections? Where is the current market for coverage levels, caps, exclusions, retention, long tail reps, premium ranges, and other key terms? Are there standard best practices to ensure integration with diligence findings and negotiation schedules? What key decisions need to be made during the process?

Hans Grong, Vice President & Associate General Counsel - M&A and Ventures, 3M
Megan Prout,  Senior Vice President - Commercial Law & Litigation, Plains All American
Brett Shawn, Managing Director, Assistant General Counsel, Warburg Pincus
Matthew Heinz, Partner & Co-Practice Leader, Transaction Liability, Lockton (Chair)

Integration Frameworks | 11:10 - 12:10

How do you enhance visibility on sources of value across revenue, costs, talent, and technology? What’s the optimal level of engagement with the target in developing the integration thesis? What positive and negative synergies are often missed in deal models and discovered during integration?  How do you head off unrealistic change initiatives during the post-close period? When should a modified integration approach be considered (standalone, partial integration, or full integration)? What techniques can be employed to ensure momentum in the businesses during integration?

SDR Dutta Roy, Vice President, Global Integration - M&A Integration and Carve-Out/Divestiture Planning and Execution, Baxter International
Matt Brown, Senior Director, Enterprise M&A, Cox Automotive
Cory Locke, Vice President M&A Integration, Hewlett Packard Enterprise
Kristi Huntington, Associate Vice President - Acquisition Transition Lead, Eli Lilly and Company
Michael Oliveri, Deals Partner, PwC (Chair)

Lunch | 12:10 - 12:55

The discussions continue over lunch, which is provided by Wolfgang Puck Catering.

Minority Investment Structuring | 1:00 - 1:50

How can minority investments advance the corporate development strategy? What are the key legal and financial terms that need to be negotiated for the initial investment? How are regulatory, cultural, and governance considerations most effectively managed? Are some dispute resolution mechanisms and enforcement approaches more effective than others? What is the current best practice in design for exit and buyout provisions?

Jen Miller, Director of Corporate Development, Oshkosh Corporation
Nick Hoffman, Associate General Counsel - Mergers & Acquisitions and Venture Capital, Koch
Jeff Brown, Vice President, Corporate Development, The Clorox Company
Craig Lange, Vice President - Strategy & Business Development, Energy & Transportation, Caterpillar (Chair)

Joint Venture Structuring | 2:10 - 3:00

What are the most common capital structures and associated rights? How should leadership team incentives, transfers, and secondments be used to drive value? Are effective financial controls and audit rights necessarily unique to each JV? What buyout mechanisms, including auctions and shoot-out approaches, tend to be the most effective wind-down methods?

Kevin Freeman, Vice President & Chief Counsel, Finance & Transactions, Tenneco
Rashmi Gautam, Director, Corporate Development, ADM
Sarfraz Taj, Director, Corporate Development & Strategic Projects (M&A), Constellation
David Hernand, M&A Partner, Simpson Thacher (Chair)

Divestiture Structuring | 3:15 - 4:05

How are the most effective corporate development teams evaluating divestitures? Are there insights from the wave of activist campaigns pushing for divestitures? What is the key to running an intentional and well-considered separation? What are the key differences in carve outs, spin-offs, and hybrid structures? How do you avoid delays in the deal process? Are the recent calls for 'corporate clarity' a fad or a trend that also shapes the buy-side strategy?

Derek Devgun, Deputy General Counsel - Business Development, M&A, Baxter International
Brian Crannell, Senior Vice President - Strategy and M&A, Knowles
Jim Rosenwald, Mergers and Acquisitions / Corporate Development, Chevron
Kimberly Spoerri, M&A Partner, Cleary Gottlieb (Chair)

Effective M&A Teams and Performance Measures | 4:20 - 5:00

This lively, candid, and highly interactive session will provide a rare opportunity to hear about compensation levels, performance incentives, career paths, recruiting approaches, and skill development. Inspired by a long term study that showed a direct correlation between highly-skilled M&A teams and deal performance, this member-driven roundtable will consider approaches for building and leading corporate development, M&A legal, and integration professionals, including performance measurements and even incentives for abandoning bad deals.

Gina Sandon, Director, Corporate Development, Mergers & Acquisition Synergy, Integration and Transition, IBM
Orla Muldoon, Vice President, Global Business Development and M&A, ADM
Mike McDonald, Director, Corporate Development, WESCO
James Harris, Principal, Corporate Development Integration, Google (Chair)

Closing Reception | 5:00 - 6:00