Corporate :: Seminars :: Live Seminar

Mergers and Acquisitions 2010: What You Need to Know Now

Sep. 23 - 24, 2010
University of Chicago - Gleacher Center-Chicago, IL

Overview

Why You Should Attend

As M&A activity rebounds, we will explore the changed landscape engendered by the financial crisis. Strategic buyers continue to dominate the M&A marketplace, but private equity firms are preparing more competitive bids as they address ongoing challenges in obtaining favorable acquisition financing terms. At the same time, the Delaware courts have been very active in clarifying the rules governing sales of controlled corporations, the enforceability of standstills, and various deal protection devices. And the continued success that hostile bidders have enjoyed in such transactions as Kraft/Cadbury may well provide a roadmap for increased unsolicited takeover activity in the foreseeable future. Join our expert faculty of lawyers, general counsels, regulators and investment bankers as we explore the changing landscape of M&A and the trends you need to be aware of for the year ahead.

What You Will Learn

The continuing effects of instability in the credit and equity markets
The current market for acquisition financing
Trends in going-private transactions
How deal protection terms are evolving
The return of the tender offer
Recent developments in Delaware law
How to run an auction
The impact of the Obama Administration’s antitrust agenda

Special Features

Live Webcast - The San Francisco session of this program is available live via the web:

Print the Course Handbook
Submit questions electronically
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For more information click on the Live Webcast link in the Related Items box.

If you have any questions please call PLI’s Customer Relations Department at (800) 260-4PLI.

Special Bonus to all Registrants

All attendees receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

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.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

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.

Schedule

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.

Day One: 9:00 a.m. - 4:45 p.m.

Morning Session: 9:00 a.m. - 12:15 p.m.

9:00 The Current M&A Landscape

Overview of M&A marketplace
Trends in deal structures and techniques
Looking around the corner at projected activity levels and emerging issues

R. Scott Falk, Sarkis Jebejian, Cary Kochman, Dusty Philip

10:00 Running an Auction

Negotiating confidentiality agreements and standstills
Assembling and managing the data room
Maintaining a competitive process and dealing with requests for exclusivity

Danielle C. Cupps, Imad I. Qasim, George E. Zobitz

11:00 Networking Break

11:15 Hot Button Issues in Private M&A Agreements

Key issues and traps in balance sheet adjustments
Structuring effective indemnities and escrows
Structuring and drafting an effective earn-out

Jon A. Ballis, Michael J. Elm, Pamela Yanakopulos

12:15 Lunch

Afternoon Session: 1:30 p.m. - 4:45 p.m.

1:30 HSR for the M&A Lawyer

When is a filing required?
Preparing the filing, 4(c) documents and second requests
Enforcement strategy of the Obama Administration

Patricia Brink, Janet L. McDavid, Richard G. Parker

2:30 Cutting Edge Issues in Public Company Sale Transactions

Judicial focus on the need for the right process
Fiduciary duty risks that all public company directors must understand
How to conduct a freezeout/controlling stockholder buyout after Hammons

William Dotson, Mark D. Gerstein, Phillip R. Mills

3:30 Networking Break

3:45 The Return of the Tender Offer

Understanding when a tender offer structure is advantageous
New strategies in financing a tender offer
The importance of top-up options

Francis J. Aquila, Henry Gosebruch, William R. Kunkel

4:45 Adjourn

Day Two: 9:00 a.m. - 12:15 p.m.

9:00 Shareholder Voting and Related SEC Developments

Role of proxy advisory firms
Empty voting, over-voting, retail voting and client directed voting
Shareholder communications and OBOs/NOBOs

Michele M. Anderson, Elizabeth C. Kitslaar, Alan Miller

10:00 Key Developments in Delaware Law

2010 amendments to DGCL that everyone should understand
Standstills after NACCO
Increased enforcement of no shop and confidentiality provisions

C. Stephen Bigler, James T. Lidbury, Jeffrey R. Wolters

11:00 Networking Break

11:15 The Resurgence of Private Equity

The new look - or not-so-new look - of going-private deals
Changes in financing terms
The use of higher reverse break-up fees to offset deal conditionality

Paul J. Shim, Mark B. Tresnowski

12:15 Adjourn

Faculty

Co-Chair(s)

R. Scott Falk, Kirkland & Ellis LLP
Sarkis Jebejian, Cravath, Swaine & Moore LLP

Speaker(s)

Michele M. Anderson, Chief, Office of Mergers & Acquisitions, Division of Corporation Finance, U.S. Securities and Exchange Commission
Francis J. Aquila, Partner, Sullivan & Cromwell LLP
Jon A. Ballis, Kirkland & Ellis LLP
C. Stephen Bigler, Richards, Layton & Finger, P.A.
Patricia Brink, Deputy Director of Operations, Antitrust Division, US Department of Justice
Danielle C. Cupps, Director, The Boeing Company
William Dotson, Managing Director, Morgan Stanley
Michael J. Elm, Senior Counsel - Transactions and Governance, Baxter Healthcare Corporation
Mark D. Gerstein, Latham & Watkins LLP
Henry Gosebruch, Managing Director - Mergers & Acquisitions, J.P. Morgan Securities Inc.
Elizabeth C. Kitslaar, Jones Day
Cary Kochman, Managing Director, Head Americas M&A, UBS Securities LLC
William R. Kunkel, Skadden Arps Slate Meagher & Flom LLP
James T. Lidbury, Ropes & Gray LLP
Janet L. McDavid, Hogan Lovells LLP
Alan Miller, Co-Chairman, Managing Director, Innisfree M&A Incorporated
Phillip R. Mills, Davis Polk & Wardwell
Richard G. Parker, O'Melveny & Myers LLP
Dusty Philip, Managing Director, Goldman Sachs & Co.
Imad I. Qasim, Sidley Austin LLP
Paul J. Shim, Cleary Gottlieb Steen & Hamilton LLP
Mark B. Tresnowski, Managing Director and General Counsel, Madison Dearborn Partners, LLC
Jeffrey R. Wolters, Morris Nichols Arsht & Tunnell LLP
Pamela Yanakopulos, PricewaterhouseCoopers US
George E. Zobitz, Cravath, Swaine & Moore LLP

Program Attorney(s)

Grace O'Hanlon, Practising Law Institute

CLE Credit

PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys. Please be sure to check with your state for details.

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.

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.

Travel Information

Chicago Seminar Location

University of Chicago Gleacher Center, 450 N. Cityfront Plaza Drive, Chicago, Il 60611. (312) 464-8787.

Chicago Hotel Accommodations

Sheraton Chicago Hotel & Towers, 301 East North Water Street, Chicago, Illinois 60611. (312) 464-1000. When calling, mention PLI and the name of the program you are attending. Attendees will have until 30 days prior to the program to receive the preferred rate.