Breakfast | 8:15 - 8:50

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

Welcome Remarks on M&A Process Improvement | 8:50 - 9:00

The Institute will share new data on M&A best practices and the impact on transaction performance.

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?

Crafting Deal Protections | 10:05 - 10:50

What are the relevant differences between holdbacks and other protections? How are specific indemnities being incorporated into the risk allocation strategy? What are the current best practices to ensure coordination with diligence findings and negotiation schedules? How should M&A teams evaluate coverage levels, caps, exclusions, retention, long tail reps, premium ranges, and other key terms?  What critical decisions need to be made during the process through closing?

Integration Frameworks | 11:10 - 12:00

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?

Lunch | 12:00 - 12:50

Use this time to check messages, access the 100+ pages of program materials, and connect with other corporate M&A professionals.

Minority Investment Structuring | 12:50 - 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?

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?

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?

Effective M&A Teams and Performance Measures | 4:20 - 5:15

This lively, candid, and highly interactive session will provide a rare opportunity to hear about 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.

Closing Reception | 5:15 - 6:00