M&A Conference at Wharton San Francisco (Live Online)

November 18 & 19, 2020

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.

This conference will be streamed live online in 2020.

DAY ONE AGENDA: WEDNESDAY NOVEMBER 18, 2020

8:55am - 9:00am (Pacific Time)
Opening remarks: William Jefferson Black, Managing Director, Finance Information Group & Publisher, Transaction Advisors

9:00am - 9:50am
M&A strategy: 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.

Kevin Hutchins, Senior Vice President, Strategy and Corporate Development, Juniper Networks
Albert Lee, Corporate Development Director, Google
Branko Svec, Vice President, Corporate Development and M&A, American Express
Marc Teillon, Senior Managing Director, Vista Equity Partners
Don Dawson, Managing Director - North America M&A Practice Lead, Accenture

10:00am - 10:50am
SPAC transactions: This timely session will provide perspective on the process and deal structuring considerations associated with mergers involving special purpose acquisition companies.

Jonathan Duckles, Director, Senior Legal Counsel, SoftBank
Brett Shawn, Senior Vice President, Assistant General Counsel, Warburg Pincus
Peter Lamb, Partner, Orrick, Herrington & Sutcliffe
Hari Raman, Partner, Orrick, Herrington & Sutcliffe

11:00am - 11:50am
Diligence methods: Intellectual property This session will look at the challenging diligence obligations associated with source code audits, cyber security reviews, and intellectual property rights verification. The participants will discuss the negotiation of specific deal terms that may be employed to address a range of diligence discoveries related to a target's value drivers.

Wei Chen, SVP and Associate General Counsel, Salesforce
Jeff Hennig, Senior Director, Corporate Development, Xilinx
Mark Strauch, Partner, Alpine Investors
Dan Vaughn, Senior Director - M&A and Equity Counsel, PayPal
Amanda Massucci, Forensic & Integrity Services - West Region Leader and Americas Transaction Forensics Leader, Ernst & Young

12:00pm - 12:50pm
Human capital diligence: Cultural risks This session will provide a detailed look at how effective dealmakers approach HR due diligence to identify people-related cultural challenges and look at specific deal terms that may be employed to impact the future state operating model.

Rupa Mehta, Vice President Corporate Development, Groupon
Ashley Rice, Senior Consultant, HR Acquisitions, Cisco Systems

1:00pm - 1:50pm
Cross border joint ventures: Exit and buyout provisions This session will look at the structure of various exit and buyout mechanisms.

Nicole Kelsey, General Counsel and Secretary, Amyris
Michael Dorf, Partner, Shearman & Sterling

2:00pm - 2:50pm
Negotiating risk allocation: Transactional insurance for technology and IP-related reps This session will look at the increasing use of transaction insurance to address representations related to digital assets and other elements of IP-heavy acquisitions. The participants will discuss knowledge qualifiers and anti-sandbagging constructs, distinguish between standard risks borne by acquirors and issues that should be addressed in the purchase agreement, consider IP sufficiency for in-process development, and look at the way cyber breach and data privacy reps are now being addressed in transactions.

Patrick Bombach, Associate General Counsel, MD, Intel Capital and M&A Legal, Intel Corporation
David Breach, Partner, Vista Equity Partners
Mike Guo, Deputy General Counsel, TPG Capital

3:00pm - 3:50pm
Ask the M&A Leadership Council This interactive session will provide an opportunity for conference participants to ask members of the prestigious M&A Leadership Council questions on a range of deal-related topics.

Sanjay Kacholiya, Vice President, Strategic Business Development, Citrix

DAY TWO AGENDA: THURSDAY NOVEMBER 19, 2020

8:55am - 9:00am
Opening remarks: William Jefferson Black, Managing Director, Finance Information Group & Publisher, Transaction Advisors
Recognition of the M&A Leadership Council

9:00am - 9:50am
Global merger control and antitrust challenges: Sensitive data and limited R&D risk This session will provide guidance on the shifting environment for competition reviews in the United States, Europe, and other jurisdictions. The participants will comment on specific deal terms that anticipate protectionist views and antitrust challenges associated with sensitive data and limited R&D risk and the merits of negotiating prospective remedies or remaining silent.

David Emanuelson, Global Antitrust Counsel, Antitrust and Commercial Litigation Group, Intel Corporation
Christie Stahlke, Director and Senior Counsel, Antitrust & Competition Law, Raytheon Technologies
Ben Gris, Partner, Sherman & Sterling
Matthew Readings, Partner, Global Antitrust Practice Group Leader, Shearman & Sterling

10:00am - 10:50am
Developments in deal structuring: Dispute mitigation and remedies This discussion will examine current negotiation points and deal terms that may be employed to allocate risk and bridge gaps between buyers and sellers.

Rajive Dhar, VP & Head, Corporate Development, Informatica Corporation
Wendra Liang, General Counsel, ASG
Nic Volpi, Partner, Permira Advisers
Brian Mangino, Partner, Fried Frank

11:00am - 11:50am
Carveout transactions: Acquiring a carveout This session will look at the strategic and operational considerations associated with acquiring a carveout including transition services agreements and the sufficiency of asset and financial statements representations. In addition, the merits of long-term shared services, supply chains, and other operational entanglements will be considered.

Oscar Ledezma, Global Corporate Development - M&A, The Clorox Company
David Smalstig, Senior Managing Director, Co-Leader of U.S. Transaction Advisory Services, FTI Consulting

12:00pm - 12:50pm
Keynote Interview

Brian Hwang, Director - Corporate Development & Global Partnerships, Intralinks

1:00pm - 1:50pm
Navigating regulatory hurdles: CFIUS & FIRRMA This discussion will look at non-controlling and controlling investments in targets 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).

Felipe Heiderich, Senior Counsel, Moderna
Mark Legaspi, Associate General Counsel, Director, Corporate Strategy, M&A, Investments and Emerging Technology, Intel Corporation
Aimen Mir, Partner, Freshfields

2:00pm - 2:50pm
Integration and change management: Cultural assimilation This session will look at techniques for managing human capital after closing and considered methods for repeatable post-merger performance improvement and integration.

Kimberly Baird, Corporate Development, Integration Lead, Cisco Systems
Dan Menge, Senior Director, Head of M&A Integration, Xilinx
Gina Sandon, Director, Global Merger & Acquisition Synergy, IBM

3:00pm - 3:50pm
Acquisition metrics and transaction communications Techniques for navigating activist campaigns, contested M&A, and deal leaks will be addressed during this session.

Sonalee Parekh, Senior Vice President, Corporate Development and Investor Relations, Hewlett Packard Enterprise
Pat Tucker, Managing Director, Abernathy MacGregor

INNOVATION PARTNERS

The conference will feature a number of innovative technology and information platforms that are advancing the M&A practice.

M&A TECHNOLOGY DEMOS AND INFORMATION PLATFORMS

The conference will feature a number of M&A technology demos and information platforms from:

Intralinks provides an artificial intelligence-assisted platform to increase efficiency, reduce risk, and streamline the entire M&A process—from strategy and deal preparation through the due diligence process and post-merger Integration.
Black Duck is a software due diligence solution for M&A that specializes in code reviews for open source and internal compliance as well as security flaws in proprietary, open source, and other third-party software.
Knowable’s M&A offerings convert legal language into structured contract data. Their reliable portfolio-level reporting provides cross-functional stakeholders with actionable insights that improve deal outcomes.
TMF Group is a strategic global partner providing a comprehensive back office solution to ensure all local payroll, accounting, tax and compliance transition from the TSA correctly, dovetailing into the corporate back office processes.
Apperio is a legal spend tracking and analytics platform that provides complete clarity on legal spend in real-time.
Aviator is a cloud-based, full-service M&A tool that simplifies the planning process among workstream teams and provides visibility and reporting against workplans and financials.
Spend Analytics, powered by Accenture’s Applied Intelligence Platform, accelerates the identification of direct and indirect spend synergies by employing artificial intelligence to gather, consolidate, cleanse, categorize, and benchmark spend data.
OrgVue is an organization design and headcount reduction tool that visually compares current organization design to a future design state while capturing the value of operational process efficiencies.

WHO SHOULD ATTEND

This program is for public-company corporate development and integration leaders, in-house M&A and securities counsel, chief financial officers, chief executive officers, board members, and private equity investors. This conference is not designed for advisors or service providers. The proceedings are closed to the media.

Conference attendees may be eligible for CLE and CPE