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
Opening remarks: William Jefferson Black, Managing Director, Finance Information Group & Publisher, Transaction Advisors
10:10am - 11:00am
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.
11:00am - 11:50am
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.
12:00pm - 12:50pm
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 Covid-related adjustments, 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.
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.
2:00pm - 2:50pm
Retaining talent This closing 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 considered methods for repeatable post-merger performance improvement.
3:00pm - 3:55pm
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, competition reviews, and other other geopolitical challenges and consider methods for addressing these variables through various negotiated protections.
4:00pm - 4:55pm
Doing “Good” deals: How ESG is influencing M&A This timely session will look at the current sentiment around environmental, social, and governance practices in M&A. The discussion will look at ways to consider ESG in the diligence process, methods for mitigating ESG risks, and the merit of using M&A to advance ESG objectives.
4:55pm - 5:00pm
Closing remarks
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.