The cross-disciplinary agenda draws on experienced M&A professionals from various industries and regions who will share first-hand experiences, best practices, and recommendations for navigating deals through both internal and external challenges.
The recent slowdown in M&A activity is leading dealmakers to consider more judicious and thematic acquisitions. Is programmatic deal making the best way to achieve risk adjusted returns? How is the current sentiment in the capital markets shaping M&A? Are capability-driven deals preferred over scale transactions? How are geopolitical concerns and the rising cost of capital impacting deal models?
Jerry Will, Senior Vice President, Corporate Development, 3M
Andrey Galiuk, Vice President, Corporate Development and Investor Relations, Dover Corporation
Ron Williams, Head of Corporate Development, Masonite International
Chair: Tom Herd, Managing Director and Lead, North America M&A Strategy Practice, Accenture Strategy
Deal parties are planning for scrutiny from merger reviews to employee activism. Are there methods for ‘testing the waters’ with antitrust regulators before agreeing to a deal? If there is potential for a long regulatory review, what deal terms should flex? How are interim operating covenants being designed to avoid gun jumping? What is the current market for efforts to close and break fees if the resistance is too strong?
Michael Wolf, Vice President, Deputy General Counsel, Baxter International
Cassie Chong, Senior Vice President, Associate General Counsel, Transactions, Bristol Myers Squibb
Chair: Ben Gris, Partner, Antitrust Practice, Shearman & Sterling
Resignations and job openings are near record highs, a challenge that's often accelerated by the sudden and significant changes that come from M&A. How are deal teams assessing employee risk in the due diligence process and monitoring communications around closing? Is the increasing influence of millennials and workforce issues being factored into deal models? How are acquirors addressing challenges from vocal employees, unions, and pseudo-unions? Are there new methods for ensuring employee engagement?
Leigh Avsec, Associate General Counsel & Vice President, Corporate Affairs, Fortune Brands Home & Security
Maritza Gibbons, Vice President, M&A and Financial Strategy, Brunswick Corporation
Sarah Hughes, Head of M&A, Atlassian
Chair: Darius Johnson, Managing Director, FTI Consulting
Battling for Deals
Private equity’s deal velocity now accounts for nearly 30% of M&A activity while cash on corporate balance sheets is at an all-time high, north of $6.8tn globally. What methods and terms are sponsors and strategics using to compete for targets? How are buyers securing deals without being the highest bidder? Is private equity driving more standard terms and “no-recourse” deal making? Is the uneven regulatory burden differentiating bids?
Jonathan Duckles, Partner, Senior Legal Counsel, SoftBank
Perry Ballard, Managing Director, Flexpoint Ford
Leo Flynn, Vice President, Strategy & Corporate Development, CDW
Chair: Erik Knudsen, Partner, Private Equity Buyouts & Investment Group, Morrison & Foerster
Tailoring M&A Protections
A multi-year study of M&A holdbacks found 17% of deals had at least one indemnity claim. What’s leading to tax and litigation indemnity claims? When are special indemnity escrows being used? How are claim mechanisms being structured to address post-closing purchase price adjustments?
Kevin Ryan, Executive Director, J.P. Morgan Chase
Cross Border M&A
Outbound deal flow has moved erratically following last year’s record spike. How are corporate directors approaching M&A governance as cross border M&A returns? Which M&A terms and processes provide meaningful risk reduction? What specific geopolitical risks and supply chain challenges can be mitigated through deal making? How are cross border dispute resolution mechanisms being structured?
Richard Buchband, Chief Legal Officer, Senior Vice President, General Counsel and Secretary, ManpowerGroup
Nicole Kelsey, General Counsel and Secretary, Amyris
Frank Jaehnert, Former President & CEO, Brady Corporation; Corporate Director, Nordson Corporation, Itron Inc.; Advisory Board Member, National Material L.P.
Chair: Alain Dermarkar, Partner, M&A Practice, Shearman & Sterling
Deal Protections Evolve
From specific fundamental reps to broader risk allocation mechanisms, M&A agreements are becoming more sophisticated. What deal terms are changing to transfer tax and contingent liabilities? Are there interesting variations in sponsor-backed deals? How are parties allocating risk among courter-parties and third-parties, including to transactional insurance underwriters? What can dealmakers do to improve the negotiation process?
Ken Bond, Head of Corporate Development, Cetera Financial Group
Gaurav Sud, Partner & Co-Practice Leader, Transaction Liability, Lockton Companies
Chair: Michael Perich, Vice President, Head of Litigation Insurance, Lockton Companies
Technology and IP-focused deals are being negotiated at increasing speed with heightened pressure to capture strategic value. What provisions are being agreed to diligence and secure IP assets? Can dealmakers protect against cybersecurity risk in the purchase agreement? What missteps should be avoided when options and various share classes are part of the consideration? Are there clever ways to apply conditionality around equity awards?
Devin Schaffer, Vice President, Associate General Counsel - M&A and Investments, Cardinal Health
Doug Ujdur, Chief Counsel, M&A, Mondelez International
Scott Callard, Vice President, Corporate Development, American Express
Chair: Paul Humphreys, Corporate and M&A Partner, Freshfields
Merger Control Expands
Appointments at the FTC and DOJ are providing a lens into the administration’s enforcement objectives as they aim to rewrite merger guidelines. Should dealmakers “fix it first” or address antitrust remedies during the clearance process? Does a “close at your peril” letter qualify as obtaining antitrust clearance? What are sellers now seeking in reverse break fees, efforts commitments, and lighter non-competes? How can M&A teams avoid gun jumping and head off conduct investigations?
Margot Miller, Head of Legal for Growth, Anheuser-Busch InBev
Jenny Schwab, Antitrust & Global Competition Counsel, United Airlines
Chair: William Jefferson Black, M&A Conference Chair, Transaction Advisors Institute
Addressing People and Cultural Risks
An inadequate focus on people issues was cited as the primary driver of shortfalls by nearly half of the dealmakers that participated in a recent Mercer survey. Should the retention strategy cover the key employees as well as the team that has to absorb the target? Would a longer-term view on re-skilling and re-deployment improve the accuracy of the deal model and performance post-close? What innovative techniques are being used to identify people-related risks? How do you assess culture virtually?
Kurt Roth, Senior Vice President, Corporate Development & Strategy, Sotera Health
Brian Crannell, Senior Vice President, Corporate Development, Knowles
Chair: Scott Gardiner, Senior Principal, Global M&A and Transformation Advisory, Mercer
Structuring Acquisitions and Investments to Address Volatility
The CBOE Volatility Index is one of many measures that report uncertainty, which is a principal challenge for in-house M&A professionals considering acquisitions and CVC investments. Do stock deals need more sophisticated exchange mechanisms? Is greater emphasis being placed on operating covenants? Are contingent consideration structures being used to address volatility and provide more robust downside protection?
Hans Grong, Assistant General Counsel - M&A and 3M Ventures, 3M
Neal Aizenstein, M&A Partner, Cooley
Chair: William Jefferson Black, M&A Conference Chair, Transaction Advisors Institute
Integration of Distributed Workforces
There continues to be a high number of hybrid and remote teams. Are integration approaches being applied consistently or on a variable basis by deal types (standalone, partial integration, or full integration)? If an AcquiredCo is initially operated on a stand-alone basis, is the eventual integration much more challenging? Should dealmakers adjust for slower timelines for achieving positive and negative synergies? Are new technologies helping integration teams?
Cara Bibbiani, Senior Director, Corporate Development, M&A Integration, Hewlett Packard Enterprises
Soumya Dutta Roy, Vice President, Global Integration - M&A Integration and Carve-Out/Divestiture Planning and Execution, Baxter International
Sean Kim, Group Lead, Corporate Development - M&A Execution, Kraft Heinz
Chair: J. Dana Hughes, Partner and Associate Director - Post-Merger Integration Practice, BCG
The conference featured a number of M&A technology demos and information platforms from:
Knowable is the world leader in contract data 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.
Netsurion offers managed threat protection to deploy complex security solutions throughout non-centralized environments, resulting in an effective and comprehensive security posture that protects your investments.
Black Duck Audits is a group within Synopsys that provides the insights you need to quickly assess a broad range of software risks in your acquisition target’s software or your own. An audit provides a complete picture of open source license, application security and code quality risks so you can make informed decisions with confidence.
Gallery of pictures from the 2022 M&A Conference at the University of Chicago.
This program was held on June 22 & 23, 2022.
Videos from each session are available.