March 23 & 24, 2022
2 Harrison St., 6th Fl., San Francisco

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.


DAY ONE AGENDA: Wednesday March 23, 2022
1pm - 6pm PST (Dinner to follow)


Thematic and programmatic M&A
Following the biggest year in M&A history, where deal value surged to more than $5tn in 2021, picking the right targets is more critical than ever. How are dealmakers adapting to the new sentiment in the capital markets? Are there new programmatic M&A strategies for capability-driven deals? Can M&A address business model and supply chain disruptions? Is deal making still the best way to drive innovation?

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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?

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Digital diligence expands
The leading data room providers ran more than 40,000 transactions in 2020 with double the amount of content per deal. What are the expanded diligence questions being explored in these expanded repositories? Are there better methods for IP rights verification, source code audits and cyber security reviews? Can you trust a QofE based on 2020 EBITDA? Is there a new data privacy limitation to be aware of? What are boards looking for in ESG diligence?

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Planning for resistance
Everyone has a (strong) view on your deal, from activists, ESG advocates, state attorneys general, foreign competition authorities, suppliers, and employees. Can you ‘test the waters’ with antitrust regulators before filing? Is a more sophisticated framework for break fees emerging? Is dealmaking an effective way to avoid an activist campaign? Are bifurcated closings the new normal?

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How to run a secure M&A process
Leaks happen in nearly 1 in 10 deals, while studies have found nearly half of all large transactions are revealed before the planned announcement. What are the new best practices in M&A security? Are there common missteps that can be avoided? When should you expect the sell-side banker to leak? How are dealmakers planning and preparing for untimely disclosures?

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Wine receptionPrivate meetings / M&A technology demos / Wine Reception
As past participants will attest, the wine reception features some of California's most unique wines from the Russian River Valley, located in the heart of Sonoma County.
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Dinner and M&A war stories
Let’s continue the discussions over dinner.



DAY TWO AGENDA: Thursday March 24, 2022
9am - 5pm PST


Negotiating deals in a declining market
2021 was the biggest year for global M&A ever, an historic anomaly, with quarterly deal values topping $1T. As deal value and volume slows, should dealmakers take a more measured approach or look for more aggressive discounts? Are long-close transactions structured to adjust if valuations continue to decline? Do walk rights provide the right protection? Can "go shops" or other steps offer protections?

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BREAKOUT SESSIONS

Track One Track Two
Forming and operating a corporate venture capital (CVC) fund
Today there are almost 2,000 corporations engaged in venture investing, more than double the number a decade ago, with funding levels up more than 130%. Are CVCs a necessary extension of an organization's in-organic growth strategy? What is the best way to form and structure a CVC? Are there typical missteps to be avoided? How do CVCs and corporate development work effectively together?
Spin-offs to shareholders
Spinoffs that are completed within 12 months of announcement have delivered higher excess shareholder returns than those that took longer to complete. How can the spinoff process be improved and streamlined? What are the key financial considerations and deal terms? How do you maximize the tax efficiency of a spinoff? Are there ways to avoid issues in the transition services agreement?
Structuring cross border joint ventures
A recent survey showed that 40% of U.S. CEOs plan to pursue a new strategic alliance or joint venture in order to drive corporate growth or profitability. What’s the best way to ensure each partner achieves a return greater than the cost of capital? How do you head off unrealistic or inequitable deals? Do some dispute resolution mechanisms work better than others? What’s typically negotiated with respect to exit/buyout provisions?
Divestitures to strategic or financial buyers 
Divestitures have produced a positive median two-year relative total shareholder return when the sellers have completed at least three transactions. First time sellers have posted a negative return. What are the lessons experienced dealmakers use to make carve outs work? What are the expected separation costs and dependencies? Should divestitures be run by the corporate development team? Why do some divestitures fail to close or deliver the expected value?

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LUNCH: Managing an M&A team 
This highly interactive session will look at compensation models, incentive programs, performance metrics, and the professional development of in-house M&A teams. Consideration will also be given to the optimal use of external resources and the use of performance metrics and incentive-based fee structures.

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The rapidly expanding scope and politicization of merger control and antitrust challenges
The number of competition authorities reviewing deals, and agency staff, has grown significantly over the past year, with limited efforts at multi-agency coordination. What variations have taken hold following the recent vertical merger guidance from the DOJ? Are deal terms properly anticipating the new consumer welfare standard and public interest remedies? Is there a shift in the way efforts to close are being negotiated? How are dealmakers addressing the new and novel theories of harm?

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Improved retention structures
30% of transactions fail to meet financial targets due to culture issues. How are significant people risks uncovered during due diligence? What innovative frameworks are being used to retain acquired talent? Can expectations for the future-state operating model change? Are cultural integration challenges easier or harder in hybrid / remote work environments?

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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? Are there interesting variations in sponsor-backed deals? Can dealmakers improve the negotiation process?

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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)?


See full gallery of past M&A Conference speaking faculty


WHO SHOULD ATTEND
This M&A conference is for public-company corporate 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.


INNOVATION PARTNERS
The conference will feature a number of innovative technology and information platforms that are advancing the M&A practice.


CLE & CPE
M&A Conference participants may be eligible for CLE or CPE credit. Please contact Elizabeth Nassar at enassar@transactionadvisors.com for more details.



NOT ALREADY A MEMBER?
Members of the Transaction Advisors Institute are some of the most active and sophisticated M&A professionals that enjoy being part of an elite community of dealmakers.

If you are an in-house M&A professional, we welcome you to join the Institute and enjoy savings on all of our programs plus free access to our M&A Library. Learn More!


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