Friday September 17, 2021

This cross-disciplinary forum gathers corporate development leaders, in-house M&A counsel, board members, and private equity investors - live online - to discuss current challenges impacting complex transactions and learn about innovative methods to improve deal performance.

10:00am - 10:10am (central time)
Opening remarks: William Jefferson Black, M&A Institute Chair and Publisher Transaction Advisors

10:10am - 11:00am (central time)
Innovation-driven acquisitions The opening keynote will look at acquisitions where the target value is largely in future growth, new technology, intangible assets, and human capital. The discussion will consider IP and cultural diligence, negotiations when valuation is uncertain, and post-close capacity to realize deal value.

11:10am - 12:00pm (central time)
Strategic v. Private Equity v. SPAC This lively session will provide perspective on the techniques that are commonly employed by strategic acquirers, private equity firms, and SPACs to compete for deals. Specific deal trends, negotiation tactics, and transaction structures will be discussed including forms of consideration and valuation formulations, allocation of risk, and closing conditions.

12:10pm - 12:30pm (central time)
M&A strategy and process best practices Drawn from the spring cohort, this introduction to the M&A Academy and brief video will provide a feel for the course format and curriculum, which provides guidance on material negotiation issues and perspective on improving M&A performance from strategy development through closing that is provided by Stephen G. Morrissette, Ph.D, Professor of Strategic Management at the University of Chicago's Booth School of Business and Faculty Director for the Transaction Advisors Institute 

12:30pm - 1:20pm (central time)
Adding flexibility to deal structures 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 negotiation points including interim operating covenants and closing mechanisms. In addition, this session will offer perspective on the strength of various remedies including termination rights before closing and allocations of successor liabilities.

1:20pm - 1:30pm (central time)
Using contract data to understand a target This conversation with Gretchen Bakhshai from Knowable will explore the increasing use of contract data analysis to understand deal considerations and post-close opportunities.

1:30pm - 2:20pm (central time)
Retaining the right talent and improving performance post-close This session will consider strategies that may be employed to retain an acquired team, including the structure of financial incentives and retention agreements for key executives that align with critical cultural and performance objectives. The discussion will also look at various frameworks to effectively hedge human capital risks and consider methods for repeatable post-merger performance improvement.  

2:20pm - 2:30pm (central time)
Technology compliance and cyber security reviews This conversation with Phil Odence from the Black Duck Audit team at Synopsys will look at software integrity in the M&A process.

2:30pm - 3:20pm (central time)
Navigating regulatory hurdles from the new administration 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, competition reviews, and other geopolitical challenges and consider methods for addressing these variables through various negotiated protections. 

3:20pm - 3:30pm (central time)
Managing the M&A process This conversation with Nick Perdikis, CEO of Devensoft, will look at the application of M&A software to improve deal performance.

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3:30pm - 4:20pm (central time)
Transformational M&A This wide-ranging discussion will focus on the strategic rationale for acquisitions where a deal’s value driver is to find new avenues for growth in mature markets or deal with accelerating change. The 'transforming-while-transacting' paradigm will be explored as the participants consider the merits and risks associated with reinventing the business or rethinking the operating model through M&A.

4:20pm - 4:30pm (central time)
Closing remarks