Why you should attend
After a rather tepid start to the year, the M&A markets have begun to show signs of renewed life in 2012. The variability in deal activity creates uncertainty and rewards preparedness. Now more than ever, it is critical for dealmakers and their counsel to stay abreast of the latest trends and forecasts. Will the tough markets of the last year give way to greater stability and optimism in the second half of 2012? 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
- The latest technology in deal protection and relevant developments in Delaware Law
- Trends in spinoffs, carveouts and divestitures
- Ethical challenges in M&A 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.
Morning Session: 8:30 a.m. - 12:45 p.m.
8:30 The Current M&A Landscape
- Overview of the M&A market
- What deal makers are focused on
- Key drivers in the current environment
Michael Carr, R. Scott Falk, Sarkis Jebejian, Rodney Miller
9:30
Deal Protection
- The legal limits of deal protection
- Anticipating shareholder litigation
- Tips to minimize risk
Anne C. Foster, Melissa Sawyer, Jeffrey R. Wolters
10:30
Networking Break
10:45
Antitrust Issues for the M&A Lawyer
- Understanding the current policy regime
- Industries under the spotlight
- Practical guidance on contract drafting
William H. Efron, John D. Harkrider, Janet L. McDavid
11:45
Ethical Issues for the Corporate Lawyer
- Recognizing conflicts of interest in time
- Obligations of confidentiality
- Issues of candor in negotiations
John C. Koski
12:45
Lunch Break
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45
Dealing with Activists and Proxy Advisors
- The current focus of activist campaigns
- Interacting with activists and ISS
- The latest on beneficial ownership reporting
Daniel H. Burch, Phillip R. Mills, Chris Young
2:45
SEC Developments in M&A
- Assessing 2012 proxy access shareholder proposals
- Regulation 13D rulemaking initiatives
- SEC guidance on the Burger King structure
Daniel F. Duchovny, William B. Sorabella, Ann Beth Stebbins
3:45
Networking Break
4:00
Corporate Carveouts, Divestitures and Spinoffs
- Negotiating the division of assets and liabilities
- Allocation of employees and other resources
- Dealing with retirement plan assets, stock options and other tricky issues
Carmen M. Molinos, Eric L. Schiele, Paul J. Shim
5:00
Adjourn
Co-Chair(s)
Speaker(s)
Michael Carr ~ Head of M&A, Americas, Investment Banking Division, Goldman, Sachs & Co.
Daniel F. Duchovny ~ Special Counsel, Office of Mergers and Acquisitions, Division of Corporation Finance, U.S. Securities and Exchange Commission
Rodney M. Miller ~ Managing Director, Mergers and Acquisitions Group, J.P. Morgan Securities LLC
Chris Young ~ Managing Director -- Head of Contested Situations, Credit Suisse
Program Attorney(s)
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible.
The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com
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Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
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