PROGRAM OBJECTIVES

Complete this M&A course to:

Formulate a strategic and financial framework for divestitures

Improve your ability to assess various divestiture structures and the benefits of each

Head-off missteps in the design and management of a divestiture transaction

Curriculum | Structuring Divestitutures

Thursday, July 18, 2024
10:00am - 4:30pm (CST)
Live Online 

Divestiture Strategy Considerations

  • Examining the factors that lead companies to engage in divestitures
  • Conducting portfolio reviews and modeling corporate reconfigurations
  • Creating a framework for deciding whether and when to divest
  • Working with the Board on reasoned divestiture decisions
  • Navigating bias for acquisitions and against divestitures
  • Preparing to remove businesses through a divestiture
  • Divesting to comply with regulatory requirements

Divestiture Structures

  • Sales to a strategic or financial acquirer and related tax considerations
  • Spinoffs to existing shareholders through a publicly traded spinoff company
  • Equity carve-outs through a publicly traded spinoff company
  • Using a Reverse Morris Trusts to execute a tax free spinoff
  • Divesting into a joint ventures
  • Creating a tracking stock

Divestiture Implementation & Governance

  • Estimating the divestiture workload and determining the required steps
  • Managing external advisors, the internal team, and shareholder expectations
  • Methods for valuing the business or asset that are being divested
  • Identifying impediments to divestitures including financial constraints
  • Responsibilities for corporate directors and methods for heading off conflicts 
  • Adjusting executive compensation for the new organizational structure
  • Measuring financial or strategic returns after completing a divestiture

Course Materials & Certification

Participants will have access to a primer on Planning, Negotiating and Executing Reverse Morris Trust transactions, a study on divestiture activity and performance over the past two decade, and a series of recent discussions on best practices featuring:

  • Greg Psihas, SVP, Global Corporate Development & Ventures, Visa
  • Chandradev Mehta, Head of Mergers & Acquisitions, LyondellBasell
  • Trey White, Vice President, Global Corporate Development, SAP
  • Massimo Malizia, Director Corporate Development Integration, Cisco Systems
  • Barnaby Gibson, Senior Director, Legal - M&A, ServiceNow
  • Gregg Albert, Managing Director - Mergers & Acquisitions, Accenture Strategy
  • Sean Kim, Associate Director, Strategic Planning, Kraft Heinz
  • Jim Adams, Vice President Corporate Development & Strategic Planning, Owens-Illinois (O-I)

Upon completion you will receive 5.5 CLE credit hours (if applicable) and a Certificate of Completion.

You will also be invited to join a confidential discussion space for exchanging ideas, best practices, recommendations, and information with other M&A Master Class alumni.

Faculty | Structuring Divestitures

Emilie R. Feldman is the Michael L. Tarnopol Professor and Professor of Management at the Wharton School of the University of Pennsylvania, where she teaches courses on mergers and acquisitions, divestitures, corporate strategy, and corporate governance.

Her research focuses on corporate strategy and governance, with particular interests in the role that divestitures, spinoffs, and mergers and acquisitions play in corporate reconfiguration, the internal functioning of multi-business firms, and the impact that large shareholders have on strategic decision-making and outcomes.

She graduated magna cum laude from Harvard College, where she studied Economics and French Literature, and she received her MBA and DBA in Strategy from the Harvard Business School. 

Professor Feldman is the author of “Divestitures: Creating Value Through Strategy, Structure, and Implementation” which was published by McGraw-Hill in December 2022.

Guest Speaker | Structuring Divestitures

Sergio Letelier is Senior Vice President and Head of Corporate Development at Hewlett Packard Enterprise.

Previously, he was Deputy General Counsel - Corporate, Securities and M&A, which included responsibility for Corporate Compliance and Governance matters as well as support for HPE’s worldwide Tax Department around corporate restructurings.

Mr. Letelier joined HP France’s legal department in 2002 as corporate lawyer. He subsequently joined HP’s Corporate, Securities and M&A EMEA section in 2004 and worked on a variety of M&A transactions, integrations, restructurings and governance matters before assuming the role of Corporate, Securities and M&A International Operations Director in 2008.


“I learned and confirmed many new things that helped me continue to address or perform when structuring divestitures. Thank you for the M&A Master Class on this topic."

Corporate M&A Integration & Divestiture Director

Caterpillar

General Manager

Samuel, Son & Co.

"What truly set this course apart was its practicality. Professor Feldman presented real-world case studies and shared her research, giving us valuable insights into the strategies employed by successful companies in divestiture situations. The course emphasized the importance of divestitures as a strategic tool for reshaping a company's portfolio, optimizing resources, and unlocking value for shareholders".

Vice President, Head Counsel, U.S. Corporate and Commercial Contracting

Takeda Pharmaceuticals

"This was a terrific M&A Master Class. I really enjoyed the real life divestiture discussions and lessons learned.”

M&A Manager, North America

Alfa Laval


"The Structuring Divestitures M&A Master Class was a great course for understanding the various options for divesting and generating value for your organization through divestments".

Senior Manager Corporate Development

American Axle & Manufacturing

“I enjoyed the Structuring Divestitures M&A Master Class because it was very thorough and a relevant course on divestures and the important impact divestitures can have on an organization.”

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