Friday April 30, 2021
This cross-disciplinary forum gathers corporate development leaders, in-house M&A counsel, board members, and private equity investors - live online - to discuss current challenges impacting complex transactions and learn about innovative methods to improve deal performance.
10:00am - 10:10am
Opening remarks: William Jefferson Black, M&A Institute Chair and Publisher Transaction Advisors
10:10am - 11:00am
Innovation-driven acquisitions The opening keynote will look at acquisitions where the target value is largely in future growth, new technology, intangible assets, and human capital. The discussion will consider IP and cultural diligence, negotiations when valuation is uncertain, and post-close capacity to realize deal value.
11:00am - 11:50am
Strategic v. Private Equity v. SPAC This lively session will provide perspective on the techniques that are commonly employed by strategic acquirers, private equity firms, and SPACs to compete for deals. Specific deal trends, negotiation tactics, and transaction structures will be discussed including forms of consideration and valuation formulations, allocation of risk, and closing conditions.
11:50am - 12:00pm
Managing the M&A process This conversation with Nick Perdikis, CEO of Devensoft, will look at the application of M&A software to improve deal performance.
12:00pm - 12:50pm
Diligence and related deal terms This session will look at the increasingly challenging diligence obligations associated with innovation-driven acquisitions including; shifting revenue recognition practices, quality of earnings and Covid-related adjustments, as well as demand sensing and product efficacy. The participants will then consider rapid diligence coordination methods and the negotiation of specific deal terms that may be employed to address a range of diligence discoveries related to a target's value drivers.
12:50pm - 1:00pm
Technology compliance and cyber security reviews This conversation with Phil Odence from the Black Duck Audit team at Synopsys will look at software integrity in the M&A process.
1:00pm - 1:50pm
Adding flexibility to deal structures This discussion will examine current negotiation points and deal terms that may be employed to allocate risk and bridge gaps between buyers and sellers. The participants will consider key negotiation points including interim operating covenants and closing mechanisms. In addition, this session will offer perspective on the strength of various remedies including termination rights before closing and allocations of successor liabilities.
1:50pm - 2:00pm
Using contract data to understand a target This conversation with Gretchen Bakhshai from Knowable will explore the increasing use of contract data analysis to understand deal considerations and post-close opportunities.
2:00pm - 2:50pm
Retaining the right talent post-close This session will consider strategies that may be employed to retain an acquired team, including the structure of financial incentives and retention agreements for key executives that align with critical cultural and performance objectives. The discussion will also look at various frameworks to effectively hedge human capital risks and consider methods for repeatable post-merger performance improvement.
3:00pm - 3:55pm
Navigating regulatory hurdles from the new administration The regulatory impact on timing to close will be considered in this session, which will look at specific deal terms, coordinating issues, and methods for balancing U.S. securities laws with changing and conflicting requirements in other jurisdictions. The participants will discuss trade and tariff risks, competition reviews, and other geopolitical challenges and consider methods for addressing these variables through various negotiated protections.
4:00pm - 4:55pm
Transformational M&A This wide-ranging discussion will focus on the strategic rationale for acquisitions where a deal’s value driver is to find new avenues for growth in mature markets or deal with accelerating change. The 'transforming-while-transacting' paradigm will be explored as the participants consider the merits and risks associated with reinventing the business or rethinking the operating model through M&A.
4:55pm - 5:00pm
Closing remarks
CONFIRMED FACULTY
Branko Svec, Vice President, Head of Global Consumer M&A, American Express
Lindsay Seefeldt, Director of Corporate Development Integration, Facebook
Susan Meisel, Senior Vice President, Corporate Deputy General Counsel, Sony Music Entertainment
Zachary Gennett, Corporate Counsel, M&A, Salesforce
Melissa Scanlan, Vice President, IP and Antitrust, T-Mobile
Vishal Dave, M&A Counsel Lead, Square
Stacey Doynow, Director, Deputy General Counsel, Intuit
Abdou Gueye, Senior Director, Global HR Operations and HR M&A, Zebra Technologies
Barry Nigro, Jr. Partner & Chair, Global Antitrust and Competition Department, Fried Frank
Claudia Gast, Senior Vice President Strategy & Corporate Development, AM General
Rob Sieland, Associate General Counsel - M&A, Securities and Compliance, R.R. Donnelley & Sons Company
Joseph Halloum, Partner, Freshfields
Andrew Gratz, Associate General Counsel, Commercial & Strategic Transactions, LyondellBasell
Don Dawson, Managing Director - North American M&A Practice Lead, Accenture
Patrick Tucker, Managing Director, Head of M&A and Activism, Abernathy MacGregor
Omar Pringle, Partner, Morrison & Foerster
Kristin Murphy, Global M&A Strategy & Operations Leader, Mercer
Matt Soran, Partner, Fried Frank
WHO SHOULD ATTEND
This program is for public-company corporate development and integration leaders, in-house M&A and securities counsel, chief financial officers, chief executive officers, board members, and private equity investors. This conference is not designed for advisors or service providers. The proceedings are closed to the media. Conference attendees may be eligible for CLE and CPE.