Seminar  Seminar

Hot Topics in Mergers & Acquisitions 2013


Co-Sponsored by Pennsylvania Bar Institute

Attendees in Pennsylvania will be viewing the live broadcast at the Pennsylvania Bar Institute, 5080 Ritter Rd., Mechanicsburg, PA 17055. You will have the opportunity to submit questions and will receive the printed Course Handbook.

Why you should attend

The M&A markets continue to surprise and confound the experts. With the equity markets climbing into record territory in early 2013 and the debt markets continuing to experience favorable pricing, the environment seems ripe for a strong M&A rebound. Yet the M&A market remains choppy. The volatility in deal activity creates challenges and rewards preparedness. Now more than ever, it is critical for dealmakers and their counsel to stay abreast of the latest trends and forecasts. With the presidential election and the fiscal cliff behind us, will the slowly recovering markets of the last year give way to a faster-paced resurgence in 2013? How will buyers and sellers adjust their behavior in response to recent experience? How will economic developments drive merger strategy and tactics? How should companies be preparing for approaches by activists? Join our expert faculty of lawyers, general counsels, regulators and investment bankers as we explore the fascinating state of M&A and the trends you need to be aware of for the year ahead.

What you will learn

  • Tactics for dealing with activists and proxy advisors
  • How to navigate the latest developments in Delaware Law
  • Advising boards of directors based on recent lessons learned
  • Recent developments in private equity transactions
  • SEC and antitrust developments

Who should attend

This seminar is geared to attorneys in private practice, in-house counsel, and other business professionals who seek a practical overview of key issues that arise in the dealmaking process.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

9:00 Current Landscape

  • Overview of the M&A market
  • What dealmakers are focused on
  • Key drivers in the current environment

Michael Carr, Mark I. Greene, Sarkis Jebejian, Antonio F. Weiss

10:00 Delaware Law Developments

  • Renewed focus on standstills
  • Shareholder litigation trends
  • Evolution in Chancery Court jurisprudence
  • Tips to minimize risk

Hon. J. Travis Laster, Kenneth J. Nachbar, Damien R. Zoubek

11:00 Networking Break

11:15 SEC Developments in M&A

  • Assessing 2013 proxy access shareholder proposals
  • Regulation 13D rulemaking initiatives
  • The latest SEC guidance on merger proxy disclosure

Nicholas P. Panos, Melissa Sawyer, Ann Beth Stebbins

12:15 Lunch Break

1:15 The State of the Art in Private Equity

  • The fundamentals driving the current LBO environment
  • Cutting-edge financing structures
  • Special considerations in corporate carveouts

Ronald Cami, Tony Colarusso, Leo M. Greenberg

2:15 Regulatory Issues for the M&A Lawyer

  • CFIUS Approval in a sensitive environment
  • Industries under the spotlight
  • What regulators look for in 4(c) documents
  • Allocating antitrust risk in contracts

C. Scott Lent, Mark E. Plotkin, Joshua H. Soven

3:15 Networking Break

3:30 Dealing with Activists and Proxy Advisors

  • The current focus of activist campaigns
  • Interacting with activists and ISS
  • Navigating constructive shareholder relations

Daniel H. Burch, Henry Gosebruch, Lopa Patel Zielinski

4:30 Ethical Issues for the Corporate Lawyer

  • Recognizing conflicts of interest in time
  • Obligations of confidentiality
  • Issues of candor in negotiations

Mark I. Greene, Sarkis Jebejian, Jennifer A. Paradise

5:30 Adjourn

Co-Chair(s)
Mark I. Greene ~ Cravath, Swaine & Moore LLP
Sarkis Jebejian ~ Kirkland & Ellis LLP
Speaker(s)
Daniel H. Burch ~ Chairman and Chief Executive Officer, MacKenzie Partners, Inc.
Ronald Cami ~ General Counsel, TPG Capital, L.P.
Michael Carr ~ Head of M&A, Americas, Investment Banking Division, Goldman, Sachs & Co.
Tony Colarusso ~ Managing Director, Morgan Stanley, Investment Banking Division
Henry Gosebruch ~ Managing Director, Mergers & Acquisitions, J.P. Morgan Securities LLC
Leo M. Greenberg ~ Kirkland & Ellis LLP
Hon. J. Travis Laster ~ Vice Chancellor, Delaware Court of Chancery
C. Scott Lent ~ Arnold & Porter LLP
Kenneth J. Nachbar ~ Morris, Nichols, Arsht & Tunnell LLP
Nicholas P. Panos ~ Senior Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, Securities & Exchange Commission
Jennifer A. Paradise ~ White & Case LLP
Mark E. Plotkin ~ Covington & Burling LLP
Melissa Sawyer ~ Sullivan & Cromwell LLP
Joshua H. Soven ~ Gibson Dunn & Crutcher LLP
Ann Beth Stebbins ~ Skadden, Arps, Slate, Meagher & Flom LLP
Antonio F. Weiss ~ Global Head of Investment Banking, Lazard
Lopa Patel Zielinski ~ Director and Senior Counsel, Corporate Governance, TIAA-CREF
Damien R. Zoubek ~ Cravath, Swaine & Moore LLP
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute

Mechanicsburg Groupcast Location

Pennsylvania Bar Institute, 5080 Ritter Rd., Mechanicsburg PA 17055, (800) 932-4637. Click here for directions.

Mechanicsburg Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Hampton Inn Harrisburg-West, 4950 Ritter Road, Mechanicsburg, Pennsylvania, USA 17055. Tel: 717-691-1300. Fax: 717-691-9692.

Homewood Suites by Hilton® Harrisburg-West Hershey Area, 5001 Ritter Road, Mechanicsburg, Pennsylvania, United States 17055. Tel: 1-717-697-4900. Fax: 1-717-697-9101.

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