Transaction Advisors Institute

This prestigious annual program attracts the most senior corporate development leaders, sophisticated in-house M&A counsel, and highly acquisitive private equity investors to consider current challenges impacting complex transactions. 

GALLERY OF PICTURES

DAY ONE AGENDA
Wednesday March 20, 2024
12:00 - 7:30pm PST

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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's new, what's different, and what's clever so we can improve the M&A process and the performance of future acquisitions. Is the turbulence in M&A activity from a lack of clarity or a lack of conviction? 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?

William Jefferson Black, Chair of the M&A Conference Series, Transaction Advisors Institute

M&A Strategy Deconstructed | 1pm
Active acquirers outperformed in the last recession. How are leading deal makers setting the tone for acquisitions in 2023? Are corporate development teams using a wider lens to consider horizontal and vertical deals? Is there still a willingness to pursue innovation and capabilities-driven M&A with limited economic value? Is the turbulence in M&A activity from a lack of clarity or a lack of conviction? Does the strength of the dollar make cross border M&A more interesting?

Optimizing M&A Target Pipelines | 2PM
Some companies and financial sponsors are doing a better job than others building an M&A target pipeline. Are there clever ways to unlock off-market acquisition prospects? Is it possible to be a 'preferred' acquiror for high-growth venture backed companies? Are down-rounds and the sluggish IPO market changing the calculus for targets currently on a standalone path? How are IP and talent driven deals effectively identified and structured to protect the acquired assets and people? What are the right guardrails to avoid doing bad deals?

Developing Effective M&A Teams | 3pm
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 session 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.

Advanced Diligence Methods | 4PM
The most effective M&A teams run sophisticated transaction diligence programs to test the integrity of a target's financial statements. What mistakes can be avoided when calculating positive and negative synergies in an inflation-volatile period? Are there clever ways to remediate known accounting issues with M&A provisions? How can you head off net working capital disputes and identify other post-closing risks? 

M&A Financing Dynamics | 5PM
How are sponsors adjusting their M&A playbook to respond to financial and operational turbulence? Is the rising cost of capital just noise, or a real challenge that needs to be addressed with specific deal terms? How are debt commitments, ratios, and backstops being structured? Are there new and clever ways private equity firms are competing with strategics?

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

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Dinner and M&A War Stories | 6:30 - 7:30pm
Dinner is always a highlight that is known for savory cuisine, warm company, and engaging conversation that is enjoyed as the sun sets over the San Francisco Bay.

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DAY TWO AGENDA
Thursday March 21, 2024
8:30am - 6pm PST

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Full Breakfast and M&A Technology Showcase | 8:30am
The views of the San Francisco Bay are amazing!

Deal Term Negotiations | 9am
Volatility has remained elevated while multiples have decreased, falling below the 10-year median (12.2x). Are contingent consideration structures being used to address uncertainty and provide more robust downside protection? Do stock deals need more sophisticated exchange mechanisms? Are more collegial terms being agreed (walk rights, go shops, etc.)? How are the recent developments in M&A litigation in Delaware and the federal courts impacting deal terms?

Retention Strategies and Best Practices | 10am
The economist Paul Krugman famously noted, 'Productivity isn't everything, but in the long run it is almost everything'. Can M&A be used to boost human capital performance? Is it now possible to conduct proper skills diligence on M&A targets and still close rapidly? Are there creative ways to solve the people equation in talent-focused deals? What are savvy deal makers doing to lead acquired talent more effectively in domestic and cross border deals?

Navigating Regulatory and Antitrust Approvals | 11 AM
The DoJ and FTC have warned the M&A community to expect aggressive enforcement and we're now seeing pending suits against transactions at a 20-year high. What types of acquisitions and transaction-related conduct are attracting antitrust scrutiny? Given the agencies' skepticism of behavioral remedies and intense scrutiny of structural remedies, can / should deal makers fix it first? With HSR filings up ~50% to more than 3,000 per year, won't most acquisitions pass without a review, in particular if the documents provide the right lens on the competitive landscape and synergies related to the transaction?

Lunch and M&A Technology Showcase| 12PM
Enjoy the views over the San Francisco Bay, engage in discussions with other in-house M&A professionals,  and check out some of the innovative technology platforms that are advancing the M&A practice.

Critical Pre-closing Practices | 1pm
For long-close deal cycles, what terms should be structured to adjust? How do you make sure one party does not control a closing condition? Are new walk rights emerging? Are material contract consent clauses and other interim covenants attracting more intense gun-jumping scrutiny? How do the guardrails for employee communications shift in long-close deals? What is being negotiated (and actually being paid) when deals don't close?

Negotiating Risk Allocation and Deal Protections | 2pm
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?

Determining Performance Measures | 3pm
What are the best metrics to evaluate the performance of an acquisition? Which deal metrics should be shared internally beyond the core M&A team? What are the most appropriate and common deal metrics that are shared with financial analysts and investors? How often should deal performance measures be revisited and reported?