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
R. Scott Falk, Sarkis Jebejian, Dusty Philip, Hugh D. Sullivan
9:30
Deal Protection
- The legal limits of deal protection
- Anticipating shareholder litigation
- Tips to minimize risk
Anne C. Foster, Mark D. Gerstein, 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
Norman Armstrong, Jr., John D. Harkrider, Joseph G. Krauss
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, Charles W. Mulaney, Jr., 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
Peggy Kim, Elizabeth (Libby) Clough Kitslaar, Robert F. Wall
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
Justin W. Friesen, Matthew P. Salerno, Jodi A. Simala
5:00
Adjourn
Co-Chair(s)
Speaker(s)
Peggy Kim ~ Special Counsel, Office of Mergers & Acquisitions, Division of Corporation Finance, U.S. Securities and Exchange Commission
Dusty Philip ~ Global Head of Industrials, Investment Banking Division, Goldman, Sachs & Co.
Chris Young ~ Managing Director -- Head of Contested Situations, Credit Suisse
Program Attorney(s)
Chicago Seminar Location
University of Chicago Gleacher Center, 450 N. Cityfront Plaza Drive, Chicago, Il 60611. (312) 464-8787.
Chicago Hotel Accommodations
Intercontinental Hotel Chicago, 505 North Michigan Avenue, Chicago, IL 60611. 800-628-2112. Please contact directly in order to receive the preferred rate. When calling, please mention PLI and the name of the program you are attending.
Sheraton Chicago Hotel & Towers, 301 E. North Water Street, Chicago, IL 60611. (312) 464-1000.
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
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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.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.