Managing spinoff transactions with a sophisticated tax overlay

Managing spinoff transactions with a sophisticated tax overlay
By Cathy Birkeland & Mark D. Gerstein & Ryan Maierson & Laurence J. Stein & Pardis Zomorodi & Alexa Berlin

To ensure the successful execution of a transaction for both SpinCo and RemainCo, both companies need to position the carveout to successfully operate as a stand-alone company.   

The authors of this paper look at the complex duties of care and loyalty that are unique to carveouts and consider the methods deal team should employ to structure this type of transaction, satisfy disclosure requirements, and ensure tax-free value creation through...

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Optimizing lines of authority between the Board, special committees, and corporate development | M&A Conference at Fordham Law New York

Optimizing lines of authority between the Board, special committees, and corporate development
By Joseph Tedeschi & Mr. Bob Zapata & Mr. Frank Jaehnert & Matthew V. Soran

This session considered approaches for appropriately and proportionately engaging the Board in the organization's inorganic growth strategy, from acquisitions to minority investments and joint ventures.

Joseph Tedeschi, Head of M&A Legal (former) at Citigroup, Bob Zapata, General Counsel of Corporate Strategy and Development at TIAA, and Frank Jaehnert, Member of the Board of Directors of Briggs, Stratton, Nordson, and Itron, and Member of the Advisory Board of National Material gave consideration to the optimal lines of authority between the Board, special committees, and management throughout the M&A process including…

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Modeling optimal buy-side transactions and deal structures through portfolio reviews | M&A Conference at Fordham Law New York

Modeling optimal buy-side transactions and deal structures through portfolio reviews
By Ms. Lisa Marchese & Mr. Michael Jones & William Jefferson Black

This discussion considered methods for reviewing financial performance and strategic operational value from past acquisitions to model optimal buy-side transactions and deal structures. 

Lisa Marchese, Head of Corporate Development at American Express and Michael Jones, EVP of Corporate Development and M&A for GE participated in the discussion and shared their views on the potential for improvements in the capital allocation process and the increasing use of...

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Improving board involvement in M&A at each phase of the deal process | M&A Conference at Wharton San Francisco

By Brian T. Mangino & Mr. Steve Rust & Alan Konevsky & Ray Veldman

M&A deals necessitate the involvement of both sides’ board of directors. However, effectively engaging and communicating with each board can be a difficult task to navigate.

Faculty member Brian Mangino, Esq., Partner at Fried Frank distilled board engagement into four major phases and then guided the discussion through each phase...

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Using portfolio reviews to inform the M&A strategy | M&A Conference at Wharton San Francisco

By Mr. Clark O'Niell & Mr. Sanjay Kacholiya & Mr. Charlie Rice

This discussion looked at methods for reviewing financial performance and strategic operational value from past acquisitions to model optimal buy-side transactions and guide the deal sourcing process.

Clark O’Niell, Managing Director in the EY-Parthenon practice of Ernst & Young LLP, began the conversation asking the participants how they use data analytics, especially from their own portfolios, as part of...

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