November 18 & 19, 2020 (NEW DATE)
2 Harrison Street, 6th Floor, San Francisco, CA 94105

This prestigious annual conference assembles corporate development leaders, in-house M&A counsel, board members, and private equity investors to discuss current challenges impacting complex transactions and learn about innovative methods to improve deal performance.

The cross-disciplinary agenda draws on experienced M&A professionals from various industries and regions to share first-hand experiences, best practices, and recommendations for navigating deals through both internal and external challenges.

See select past speakers

See pictures from last year

DAY ONE AGENDA: WEDNESDAY NOVEMBER 18, 2020

12:50pm - 1:10pm
Check-in and coffee service

1:10pm - 1:20pm
Opening remarks: William Jefferson Black, Managing Director, Finance Information Group & Publisher, Transaction Advisors

1:20pm - 2:10pm
Identifying and closing innovation-driven acquisitions The opening keynote discussion will look at the unique challenges associated with acquisitions where the target value is largely in future growth, new technology, intangible assets, and human capital. The participants will consider strategy frameworks for evaluating the merits of "buy v. build v. invest". Methods for allocating capital between core horizontal acquisitions and adjacent growth segments will also be considered. This interactive session will include an open discussion on pipeline management and clever methods for identifying and cultivating targets.

2:25pm - 3:15pm
Strategic v. Private Equity This lively session will provide perspective on the techniques that are commonly employed by strategic acquirers to compete with private equity firms. A contrasting look at the methods and terms used by private equity firms to compete with strategic acquirers will be provided. Specific deal trends, negotiation tactics, and transaction structures will be discussed including forms of consideration and valuation formulations, allocation of risk, and closing conditions. 

3:35pm - 4:25pm
Digital 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 fraud investigations, source code audits and cyber security reviews, intellectual property rights verification, 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. 

4:40pm - 5:30pm
Navigating regulatory hurdles to avoid closing delays 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 among other geopolitical challenges and consider methods for addressing these variables through various negotiated protections. 

5:30pm - 6:30pm
Private meetings / M&A technology demos
Wine reception Featuring some of California's most unique wines from the Russian River Valley, located in the heart of Sonoma County, California.  

6:30pm - 8:00pm
Dinner and conversation

DAY TWO AGENDA: THURSDAY NOVEMBER 19, 2020

8:30am - 9:00am
Coffee service / Private meetings / M&A technology demos

9:00am - 9:10am
Welcome Recognition of the M&A Leadership Council members and release of the Spring Communiqué 
Sergio Letelier, Vice President, Deputy General Counsel - Corporate, Securities and M&A, Hewlett Packard Enterprise

9:15am - 10:05am
Breakout | First Session

• Structuring cross border joint ventures and exit/buyout provisions  This session will look at the use of joint ventures to complement a more traditional M&A strategy. The participants will consider regulatory, cultural, and transactional differences given the desired level of control. The participants will also study dispute resolution mechanisms and other enforcement approaches, particularly with respect to exit/buyout provisions, in both domestic and cross-border transactions.
   
• Negotiating risk allocation and transactional insurance This session will address the give-and-take between buyers and sellers in negotiating key provisions in both domestic and international transactions. In particular, the participants will consider risk allocation, look at the increasing use of transaction insurance in competitive processes and public company deals, discuss the strength of various protections and remedies, and review other timely and related topics that may impact the structure and negotiation of a transaction.  
   
• HR diligence and retention structures: This session will provide a detailed look at how the most effective dealmakers approach HR due diligence to identify people-related financial, operational, and cultural integration challenges and the potential impact on the future state operating model. This discussion will include examples of significant people risks uncovered during due diligence and provide a range of innovative frameworks to retain acquired talent.

10:05am - 10:20am
Coffee service / Private meetings / M&A technology demos

10:20am - 11:10am
Breakout | Second Session 

• Carveout transaction structuring and process considerations This session will look at the strategic and operational considerations associated with spin-off transactions. The discussion will provide specific guidance on the disposal process and review financial considerations and deal terms including transition services agreements, the sufficiency of assets and financial statements representations, and the structure of escrow or holdback mechanisms to cover the seller’s indemnification obligations. In addition, the tax efficiency of a divestiture will be studied as well as the merits of long-term shared services, supply chains, and other operational entanglements.
      
• Forming and operating a corporate venture capital fund  This session will consider the use of corporate venture investments as an extension of an organization's growth strategy. The discussion will look at the formation and structure of a corporate venture capital (CVC) fund and also provide information and perspective on the operational and governance considerations. In addition, this session will look at the way CVC investments and M&A work in concert and the specific terms that are associated with these investments.  In addition, this session will offer perspective on non-controlling investments involving sensitive personal data, infrastructure, critical technology, or other assets that may be considered 'covered transactions' under the expanding remit of CFIUS and the recent Foreign Investment Risk Review Modernization Act (FIRRMA).  
   
• Integration and change management strategies [Part Two] The continuation of the HR best practices workshop will cover post-close best practices.  Using a highly interactive format, this session will look at integration strategies and tactics, organizational structure, and go forward culture. The discussion will also consider effective and successful M&A staffing models and methods for repeatable post-merger performance improvement.  

11:30am - 12:00pm
Keynote Interview

1:00pm - 1:50pm
Developments in deal structuring 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 points in the letter of intent, negotiation of working capital adjustments and fixed price/exchange ratio collars, look at dispute mitigation, and offer other practical considerations relevant to merger agreement drafting and negotiations. In addition, this session will offer perspective on the strength of various remedies including termination rights before closing and allocations of successor liabilities.

2:05pm - 2:55pm
Acquisition metrics and transaction communications This in-depth review will provide perspective on the specific financial and non-financial numbers that are often used to communicate the strategic value of a transaction to the Board, equity and debt capital markets, employees, customers, vendors, regulators, and local communities. The participants will discuss current valuation and M&A dynamics and perceptions, while considering methods for addressing stakeholder expectations on the merits and rationale for a transaction. Techniques for navigating deal leaks, activist campaigns, and contested M&A will also be addressed.

3:15pm - 4:05pm
The current state of global merger control and antitrust challenges This session will provide guidance on M&A provisions that address the shifting environment for competition reviews in the United States, Europe and other jurisdictions, including the recent vertical merger guidance from the DOJ. The participants will comment on specific deal terms that anticipate protectionist views and antitrust challenges including approaches to ensure 'best efforts' to close, addressing new and novel theories of harm including conglomerate risk and nascent competition, and the merits of negotiating prospective remedies or remaining silent. Public interest remedies and multi-agency coordination will also be considered.

4:20pm - 5:10pm
Modeling synergy targets and setting the course for Day One This capstone session will look at advances in setting and achieving synergy targets from Day One. The participants will look at the interplay between (positive and negative) cost and revenue synergies on valuation models and deal terms. Best practice in the design of integration approaches will be discussed, including the structure of TSAs and the pacing of operational, financial, and cultural integration. The panelists will also consider the merits and draw-back of limited integration.

5:10pm - 5:15pm
Closing remarks

5:15pm - 6:30pm
Cocktail reception