This cross-disciplinary conference gathered corporate development leaders, in-house M&A counsel, board members, and private equity investors to discuss current challenges impacting complex transactions.
DAY ONE
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?
Kevin Hutchins, SVP - Strategy and Corporate Development, Juniper Networks
Sanjay Kacholiya, VP - Corporate Development & Strategic Investments, Citrix
Vishal Bhagwati, Head of Corporate Development, NVIDIA
Chair: Nikhil Iyer, Managing Director - Mergers and Acquisitions, Accenture Strategy
Differentiating Bids in the Era of Abundant Capital
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?
Rachel Masory, Managing Director and Deputy General Counsel, Golden Gate Capital
Dawn Bartholomew, Head of Corporate Development, L.E.K. Consulting
Jann Lau, Corporate Development - Senior Deal Lead, Square
Chair: Patrick Huard, Partner - M&A Practice, Morrison & Foerster
ESG Scrutiny and Value Creation in M&A Transactions
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?
Sergio Letelier, VP - Deputy General Counsel - Corporate, Securities and M&A, Hewlett Packard Enterprise
Nichelle Maynard-Elliott, Board Member, Xerox Corporation, Lucid Motors, Element Solutions, and The Advisors’ Inner Circle Fund II
Chair: Patrick C. Tucker, Senior Managing Director, FTI Consulting
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?
Nicole Kelsey, General Counsel and Secretary, Amyris
Greg McCurdy, Director - Litigation and Global Competition Law, Uber
Chair: Ben Gris, Partner - Antitrust Practice, Shearman & Sterling
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?
Marc Parilla, Executive Director, J.P. Morgan
DAY TWO
Deal Points for Innovation-driven Acquisitions
Disruptive technology is driving M&A and early stage investments across industries, increasing the speed and complexity of deal making. When is a CVC investment or a partnership a more effective or preferred vehicle? What provisions are being negotiated to diligence and secure IP assets and protect against cybersecurity risks in the purchase agreement? What missteps should be avoided when options and various share classes are redeemed? How is the strategic value of innovation-driven deals best captured?
Brad Marzullo, VP and Group General Counsel, Davita Venture Group
Sergio Letelier, VP - Deputy General Counsel - Corporate, Securities and M&A, Hewlett Packard Enterprise
Barnaby Gibson, Senior Director, Legal - Mergers & Acquisitions, ServiceNow
Chair: Joseph Halloum, Partner - Corporate and M&A, Freshfields
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?
Pat Belotti, VP of Corporate Development Integration, Zendesk
Dan Vaughn, Senior Director - Associate General Counsel - M&A and PayPal Ventures, PayPal
David Le, VP - Corporate Development, Lyft
Chair: Ake Ayawongs, Partner and M&A Practice Leader, Mercer
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.)?
Jonas Marson, VP - M&A Legal and Associate General Counsel, Salesforce
Brett Shawn, SVP - Assistant General Counsel, Warburg Pincus
Chair: Ben Beerle, Partner - M&A Practice, Cooley
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?
Elizabeth Cheever, VP - Corporate Development, Vontier
Chris Hecht, Head of Corporate Development, Atlassian
Mark Legaspi, Director, Legal - Corporate, LinkedIn
Chair: Michael Dorf, Partner - M&A Practice, Shearman & Sterling
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?
Mike Guo, Deputy General Counsel, TPG Global
Marc Teillon, Senior Managing Director, Vista Equity Partners
Chair: Gaurav Sud, Partner & Co-Practice Leader, Transaction Liability, Lockton Companies
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?
Gil Ohana, Senior Director - Antitrust and Competition, Cisco Systems
Chris Ries, Director & Associate General Counsel - Competition Law, Hewlett Packard Enterprise
David Emanuelson, Global Antitrust Counsel, Intel Corporation
Chair: Keith Klovers, Antitrust and Competition Counsel, Wilson Sonsini Goodrich & Rosati
Modified Integration Approaches
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)?
Marilyne O'Hara, Global Head M&A Integration, Block
Massimo Malizia, Director Corporate Development Integration, Cisco Systems
Lindsay Seefeldt, Director of Corporate Development Integration, Meta
Chair: J. Dana Hughes, Partner and Associate Director - Post-Merger Integration Practice, BCG
INNOVATION PARTNERS
The conference featured a number of M&A technology demos and information platforms from:
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 your
entire deal process from pipeline to post-merger integration or divestiture to help you manage all stages of your deals and ultimately produce returns.
Intralinks provides an artificial intelligence-assisted platform to increase efficiency, reduce risk, and streamline the entire M&A process—from strategy and deal preparation through the due diligence process and post-merger Integration. Gallery of pictures from the 2022 M&A Conference at Wharton San Francisco.
This program was held on March 23 & 24, 2022.
Videos from each session are available.