See photos from the conference
May 22 & 23, 2019
Fordham University School of Law (Lincoln Center Campus)
150 W 62nd St, New York, NY 10023
This prestigious forum assembled corporate development leaders, in-house M&A counsel, board members, and private equity investors to discuss deal strategy, transaction structuring, and post-close integration.
The cross-disciplinary agenda draws on experienced M&A professionals from various industries and regions to share their first-hand experiences and war stories.
By taking part in this unique, interactive conference attendees gained practical information and perspective on the current challenges impacting complex transactions and learned about innovative methods to improve deal performance.
DAY ONE AGENDA: WEDNESDAY MAY 22, 2019
1:00pm - 1:15pm
Check-in, coffee service
Opening remarks: William Jefferson Black, Publisher of Transaction Advisors and Managing Director, Finance Information Group and Jared I. Arcari, President, Fordham Business and Law Association
1:15pm - 2:05pm
Using portfolio reviews to shape the M&A strategy The opening keynote session looked at methods for reviewing financial performance and strategic operational value from past acquisitions to model optimal buy-side transactions and deal structures. This discussion looked at the use of predictive analytics in M&A in a manner that is insulated from management bias. Consideration was given to the potential for improvements in the capital allocation process and the increasing use of divestitures to fund high-growth M&A opportunities.
Lisa Marchese, Head of Corporate Development, American Express
Michael Jones, Executive Vice President, Corporate Development and M&A, GE
William Jefferson Black, Managing Director and Publisher, Transaction Advisors
2:20pm - 3:10pm
Improving board engagement in each phase of the M&A process This session considered approaches for appropriately and proportionately engaging the Board in the organization's inorganic growth strategy, from acquisitions to minority investments and joint ventures. Consideration was given to optimizing lines of authority between the Board, special committees, and management throughout the M&A process. In addition, the participants looked at the Board's responsibility to regularly assess ‘fit and focus’ to consider divestitures through tax-free spin-offs or the sale of non-core assets.
Matthew Soran, Esq., Partner, M&A and Private Equity Practice, Fried Frank
Joseph Tedeschi, General Counsel (former), Citi Holdings and Head of M&A Legal, Citigroup
Bob Zapata, Managing Director and General Counsel, Corporate Strategy & Development, TIAA
Frank Jaehnert, President & CEO (retired), Brady Corporation; Member of the Board of Directors, Briggs & Stratton, Nordson, and Itron; Member of the Advisory Board, National Material
3:25pm - 4:15pm
Digital acquisition challenges and deal structures This discussion looked at acquisitions and investments in innovative companies when the objective is primarily to access enabling capabilities or disruptive business models powered by technology and analytics. The participants considered the unique challenges associated with deals where much of the value is embedded in future growth, algorithms, intellectual property including in-process R&D, intangible assets, and human capital including founders and management teams. The session included a look at corporate venture investment programs and also discussed creative methods for monetizing acquired IP and other digital assets.
Seth Van Winkle, Managing Director, Accenture Strategy
Lenny El Guindy, Corporate M&A, Deere & Company
Arindam Guha, Corporate Development, M&A, Investments and Strategy, IBM
Rohit Dave, Head of M&A, WeWork
4:30pm - 5:20pm
Dealing with leaks and M&A security This session explored a range of challenges when deal negotiations or target data is disclosed to the media, investors, customers, or employees. The participants considered the use of intentional leaks to drive specific actions and apply pressure on a target company. The discussion then shifted to the unique legal, cultural, and strategic issues associated with M&A security and looked at advanced cybersecurity testing of targets.
Matt Porzio, Senior Vice President, Intralinks
Nichelle Maynard-Elliott, Executive Director, Mergers & Acquisitions, Praxair
Siran Tanielyan, Vice President of Corporate Development, Viacom
Richard Davies, Global Chief Compliance Officer, Avon
5:20pm - 7:00pm
M&A technology demos and wine reception with artisanal hors d'oeuvres for all conference delegates
DAY TWO AGENDA: THURSDAY MAY 23, 2019
8:40am - 9:00am
Private meetings and M&A technology demos
9:00am - 9:15am
Coffee service & welcome remarks
9:15am - 10:05am
Navigating global merger control and regulatory challenges This discussion explored a range of innovative deal terms and methods for navigating regulatory challenges in domestic and cross-border deals. This session provided guidance on M&A provisions and remedies that anticipate protectionist views, antitrust challenges, and other regulatory outcomes. The participants also commented on models for incorporating the risk of political and regulatory uncertainty into deal terms.
Scott Petepiece, Esq., Partner, Global M&A Practice Group Leader, Shearman & Sterling
Stacy Frazier, Executive Counsel, Competition Law and Policy, GE
Michael Hartman, SVP, Assistant General Counsel, AT&T
Jessica Delbaum, Esq., Partner, Antitrust Practice, Shearman & Sterling
10:20am - 11:10am
Refining the purchase agreement This discussion looked at a number of innovative methods for matching contractual language to deal intentions to head off post-closing disputes. Consideration was given to the form and structure of closing conditions, the basis and structure of earnouts, and looked at the increasing use of the locked-box pricing mechanism where cash, debt, and working capital are agreed to ensure the benefits of a fixed price deal. The session also addressed financial reporting and considered approaches for averting a broad range of post-close accounting disputes.
Christen Morand, CPA, Partner, Transaction Forensics, EY
John O'Brien, Vice President of Corporate Development, Brooks Automation
Jelena Guzenko, Director, Mergers, Acquisitions & Post Closing Management, Siemens
Mohit Singh, Senior Vice President Business Development and Exploration, BP
11:25am - 12:15pm
Improving deal term negotiations and protections This session addressed the give-and-take between buyers and sellers in both domestic and international transactions as they negotiate key provisions and protections. The panelists considered various risk allocation approaches and looked at the increasing use of transaction insurance in public company deals and in competitive processes, discussed the strength of various protections and remedies, and reviewed other timely topics that may impact the structure and negotiation of a transaction.
Aartie Manansingh, Director, Mergers & Acquisitions Group, Willis Towers Watson
Zarifa Reynolds, Head of Corporate Development, TIAA
Alan Konevsky, Chief Legal Officer, tZero
Brett Shawn, SVP, Assistant General Counsel, Warburg Pincus
12:15pm - 1:00pm
Luncheon / private meetings / M&A technology demos
1:00pm - 1:50pm
Keynote: Pursuing an unsolicited acquisition This conversation explored the unique considerations Special Committees and management face when pursuing an unwilling or reluctant acquisition target. The discussion considered a range of approaches from a “bear hug” offer to a fully hostile proxy contest. Variations in both domestic and international M&A practice were considered as well as methods for assessing the strength of the targets' shareholder rights plans.
Sebastian Fain, Esq., Partner, Freshfields
Margot Miller, Global Legal Director, Commercial and M&A, Anheuser-Busch InBev
Sergio Letelier, Deputy General Counsel - Corporate, Securities and M&A, Hewlett Packard Enterprise
2:05pm - 2:55pm
Frameworks for acquiring and integrating brands This session looked at how brand-driven transactions are structured, explored ways high performing acquirers manage acquired brands / portfolios, reviewed variations in vertical and horizontal M&A strategies and the impact on brand frameworks, discussed methods for holding and licensing acquired brands, and considered common integration missteps involving brands and their cultural identity.
Thomas Ordahl, Chief Strategy Officer, Landor
Alice Cherry, Vice President, Global Head of Brand, S&P Global
Lisa Hageman, SVP & Assistant General Counsel, Global M&A, Diageo
Felipe Heiderich, Senior Counsel, M&A and Strategic Transactions, Johnson & Johnson
Stacey Allen, Global Head of Brand Strategy and Identity, Hewlett Packard Enterprise
3:10pm - 4:00pm
Structuring the post-close culture to retain talent This discussion looked at various frameworks to effectively hedge human capital risks and considered methods for repeatable post-merger performance improvement. Specific consideration was given to the 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.
Alex Jakobson, Global Solutions Leader - Transactions & Transformations, Korn Ferry
Maureen Lowney, Senior Consultant, HR Mergers & Acquisitions, Cisco Systems
Dan Klein, Vice President, HR Mergers & Acquisitions, HCL Technologies
4:15pm - 5:05pm
Developing integration methods and synergy targets This keynote discussion looked at the interplay between term sheets and the critical post-close operating dynamics. The participants considered occasions for limited post-merger integration and explored frameworks that can be used for developing realistic synergy targets, including new and unconventional strategies for a thoughtful and realistic integration process.
Stuart Gleichenhaus, Senior Managing Director, FTI Consulting
Georg-Michael Siedlaczek, Vice President Global Post Merger Integration, Bayer
John Andrews, Vice President - Strategy, Corporate Development and M&A, Vertellus
Nicolas Moiseeff, Senior Director, M&A and Joint Ventures, Bunge
WHO SHOULD ATTEND
This program is designed for public-company corporate development officers, general counsel, chief financial officers, chief executive officers, board members, and private equity investors.
Members of the Fordham Business and Law Association are also invited to attend. This conference is not open to the media. Conference attendees may be eligible for CLE and CPE.
TERMS
Registration rates are subject to change. Registrations are nonrefundable. If you are not able to attend an event in which you registered, we will make every effort to transfer your registration to a future conference, of similar or lesser value, for a period of one year. You may also transfer your registration to another individual within your organization, upon our approval. We reserve the right to limit or deny access to our events to any person at our sole discretion. We make no representation that the information and experience provided at any of our events or conferences are suitable for any purpose (see Disclaimer of Warranties). By attending this program you grant Finance Information Group LLC permission to capture and publish videos and pictures that may include your image.
