Artwork Details

6^th Annual

Mergers & Acquisitions Institute

Houston Sep 30 - Oct 1, 2010 Four Seasons Hotel
Conference Concluded

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Overview

The Institute attracts a broad audience of M&A professionals including attorneys, private equity investors, commercial and investment bankers, corporate investors, valuation experts, hedge fund managers, and other legal and financial practitioners.

The 2010 program examines the latest deal trends, structures, pitfalls and opportunities from the perspectives of strategic buyers and private equity investors.

Event Schedule

Program is subject to change.
All times are Central Time Zone.

Day 1 September 30, 2010
Day 2 October 1, 2010

Time

Credit

Subject

Speaker
Thursday Morning, Sep. 30, 2010
Presiding Officer:
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX
8:00 am

Registration Opens

Includes continental breakfast.
8:50 am

Welcoming Remarks by Institute Co-Chairs

Wilson Chu, K&L Gates LLP, Dallas, TX
Larry E. Glasgow, Gardere Wynne Sewell LLP, Dallas, TX
9:00 am

1.00 hr

Corporate Dealmakers Roundtable: Focus on Energy and Technology

The economy is slowing improving, and the capital markets are stabilizing. However, commodity prices are slow to recover—particularly gas— and the politics around offshore drilling, carbon control, corporate taxation and green energy incentives are dynamic. This panel discusses how corporate dealmakers are reacting to this unique business environment and how these factors are influencing transaction value, timing, due diligence, structure, deal terms and post-deal investment management.

Moderator:
Michael Collier, PricewaterhouseCoopers - Houston, TX
Panelists:
Westy Ballard, Superior Energy Services, Inc. - New Orleans, LA
Panelists:
Guy C. Buckley, Spectra Energy - Houston, TX
Panelists:
Ronald W. Chang, United Parcel Service - Atlanta, GA
Panelists:
David L. Johnson, Dell, Inc. - Round Rock, TX
10:00 am

0.67 hr

Getting M&A Deals Done in a Weak Economy

Sellers in today's market face unique challenges in closing their transactions. The speakers identify opportunities for sellers in today’s M&A market, and outline ways sellers can both maximize their positions and minimize their risks.

Bryan K. Brown, Porter & Hedges - Houston, TX
Vivienne (Lie) R. Schiffer, Thompson & Knight LLP - Houston, TX
10:40 am

Break
10:55 am

0.92 hr

Public Company M&A

A panel of experienced public company M&A practitioners discusses the latest public company deal trends as well as the issues currently being negotiated in acquisitions of public companies.

Moderator:
James R. Griffin, Fulbright & Jaworski L.L.P. - Dallas, TX
Panelists:
Alan M. Klein, Simpson Thacher & Bartlett LLP - New York, NY
Panelists:
Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP - New York, NY
11:50 am

0.67 hr ethics

Managing Conflicts, Part I: How to Address the Competing Interests of Common and Preferred Stockholders

In many transactions, the Board faces a fundamental tension—how to account for the competing, occasionally antagonistic interests of common and preferred stockholders. This panel discusses the source of the tension, the types of transactions where the interests of the common and preferred often diverge, and the steps that a Board may take to insulate the Board members from the potential conflicts posed by such transactions.

Moderator:
Mark A. Morton, Potter Anderson & Corroon LLP - Wilmington, DE
Panelists:
Hon. J. Travis Laster, Chancery Court of the State of Delaware - Wilmington, DE
Panelists:
William Savitt, Wachtell, Lipton, Rosen & Katz - New York, NY
Thursday Afternoon, Sep. 30, 2010
Presiding Officer:
John S. Tsai, Waste Management, Inc. - Houston, TX
12:30 pm

Buffet Luncheon

Included in conference registration fee.
Keynote Luncheon Presentation
1:00 pm

0.67 hr

Energy Markets, Energy Prices and E&P Activity: What's Ahead

A focus on commidities.

J. Marshall Adkins, Raymond James & Associates - Houston, TX
1:40 pm

Break
1:55 pm

0.75 hr ethics

Managing Conflicts, Part II: Fiduciary Quagmires involving MLPs and Joint Ventures

A discussion of the obvious, and sometimes not so obvious, fiduciary duty and conflict of interest issues that arise because of the structure of MLPs and JVs, including the duties of general partners, JV participants and sponsors in connection with interested party transactions, financing arrangements, committee issues and overall governance. What are the duties and to whom do they run?

Moderator:
Neel Lemon, Baker Botts L.L.P. - Dallas, TX
Panelists:
Hon. J. Travis Laster, Chancery Court of the State of Delaware - Wilmington, DE
Panelists:
Srinivas M. Raju, Richards, Layton & Finger - Wilmington, DE
2:40 pm

1.25 hrs

State-of-the-Art Deal Protection

The possibility of bidding contests and "topping" bids makes deal protection measures even more critical in today's M&A market. This session covers various types of deal protections (including "no-shop/no-talk" provisions, Board recommendation covenants, break-up fees and stockholder support agreements) and also addresses the fiduciary duties imposed on a target company's directors when they consider these arrangements.

Richard E. Climan, Dewey & LeBoeuf LLP - East Palo Alto, CA
Keith A. Flaum, Dewey & LeBoeuf LLP - East Palo Alto, CA
3:55 pm

Break
4:10 pm

0.50 hr

Earnouts and Purchase Price Adjustments: Drafting Tips, Negotiating Tips and Litigation

Buyers and sellers sometimes have differing views of the value of a business. One way to deal with such differing views is through the use of contractual provisions such as net working capital adjustments and earnout clauses. This session focuses on important tips regarding how to negotiate and draft such provisions as well their benefits and risks. The speakers also explore common disputes that often arise from such provisions and lessons learned from these disputes.

Terry Orr, FTI Consulting, Inc. - Dallas, TX
Sean T. Wheeler, Latham & Watkins LLP - Houston, TX
4:40 pm

0.83 hr

In-House M&A Counsel Roundup

A panel of in-house M&A attorneys shares strategies and approaches in teaming with outside counsel to plan and execute strategic acquisitions and divestitures. The discussion includes division of labor, communication and lessons learned.

Moderator:
Debra Hatter, Haynes and Boone, LLP - Houston, TX
Panelists:
Rick Arnold, Hewlett-Packard Company - Palo Alto, CA
Panelists:
Paul W. Chung, Targa Resources, Inc. - Houston, TX
Panelists:
William D. Marsh, Baker Hughes Incorporated - Houston, TX
Panelists:
Wesley Glenn Terrell, AT&T Services, Inc. - Dallas, TX
5:30 pm

Adjourn to Reception

Sponsored by:

CT Corporation
J.P. Morgan
Riveron Consulting, LP
Scheef & Stone, L.L.P.

Time

Credit

Subject

Speaker
Friday Morning, Oct. 1, 2010
Presiding Officer:
Cookie Fay Munson, Selman, Munson & Lerner, P.C. - Austin, TX
8:00 am

Conference Room Opens

Continental breakfast included in conference registration fee.
8:30 am

0.67 hr

State of the Economy: What's Ahead for Dealmakers

An overview and outlook of the economic forecast.

James E. Glassman, JPMorgan Chase & Co. - New York, NY
9:10 am

0.83 hr

Private Equity Roundtable

Private equity funds are competing for deals, although the market has changed dramatically over the past few years. A panel of private equity investors discusses the challenges they face in executing deals and how they work through these issues. The panel also reviews how they differ from strategic investors and how these differences can pose challenges but in other ways help them compete.

Moderator:
Cliff W. Vrielink, Vinson & Elkins LLP - Houston, TX
Panelists:
James D. Bennett, White Deer Energy - Houston, TX
Panelists:
Jordan Marye, Denham Capital - Houston, TX
Panelists:
John Moon, Morgan Stanley Capital Partners - New York, NY
10:00 am

Break
10:15 am

0.67 hr

Negotiating State-of-the-Art Acquisition Finance Terms

The debt markets are moving sometimes weekly from a pricing and leverage standpoint, and staples have re-emerged as a financing option for certain transactions. Additionally, there are often at least three financing options for a given transaction. This panel discusses the strategy and drafting considerations of how to optimize capital structure and terms while balancing timing and certainty of execution of acquisitions in today's market.

Robin J. Engelson, Lazard Middle Market - Minneapolis, MN
Meme Peponis, Cleary Gottlieb Steen & Hamilton LLP - New York, NY
10:55 am

0.83 hr

Point/Counterpoint: Key Issues Relating to Investment Bank Engagement Letters

An examination of the rationale behind certain key provisions relating to the scope of services and fees, and tips to ensure the engagement letter reflects the intent and needs of the parties.

Moderator:
D. Gilbert Friedlander, Weil Gotshal & Manges - Dallas, TX
Panelists:
Stephen M. Kotran, Sullivan & Cromwell LLP - New York, NY
Panelists:
Kevin Miller, Alston & Bird LLP - New York, NY
11:45 am

1.00 hr

The Dance: Mock Negotiations of Key Deal Terms

Highlighting developing issues being negotiated in today's M&A climate, this panel—consisting of seasoned M&A attorneys from across the U.S.—stages an interactive "mock" negotiation to illustrate the "give and take" between the parties in an acquisition of a publicly traded or privately held company.

Richard E. Climan, Dewey & LeBoeuf LLP - East Palo Alto, CA
Keith A. Flaum, Dewey & LeBoeuf LLP - East Palo Alto, CA
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX
Joel I. Greenberg, Kaye Scholer LLP - New York, NY
12:45 pm

Adjourn

Day 1 September 30, 2010
Day 2 October 1, 2010

Download Schedule

Conference Faculty

J. Marshall Adkins

Raymond James & Associates
Houston, TX

Rick Arnold

Hewlett-Packard Company
Palo Alto, CA

Westy Ballard

Superior Energy Services, Inc.
New Orleans, LA

James D. Bennett

White Deer Energy
Houston, TX

Bryan K. Brown

Porter & Hedges
Houston, TX

Guy C. Buckley

Spectra Energy
Houston, TX

Ronald W. Chang

United Parcel Service
Atlanta, GA

Paul W. Chung

Targa Resources, Inc.
Houston, TX

Richard E. Climan

Dewey & LeBoeuf LLP
East Palo Alto, CA

Michael Collier

PricewaterhouseCoopers
Houston, TX

Robin J. Engelson

Lazard Middle Market
Minneapolis, MN

Keith A. Flaum

Dewey & LeBoeuf LLP
East Palo Alto, CA

D. Gilbert Friedlander

Weil Gotshal & Manges
Dallas, TX

Larry E. Glasgow

Gardere Wynne Sewell LLP
Dallas, TX

James E. Glassman

JPMorgan Chase & Co.
New York, NY

Joel I. Greenberg

Kaye Scholer LLP
New York, NY

James R. Griffin

Fulbright & Jaworski L.L.P.
Dallas, TX

Debra Hatter

Haynes and Boone, LLP
Houston, TX

David L. Johnson

Dell, Inc.
Round Rock, TX

Alan M. Klein

Simpson Thacher & Bartlett LLP
New York, NY

Stephen M. Kotran

Sullivan & Cromwell LLP
New York, NY

Hon. J. Travis Laster

Chancery Court of the State of Delaware
Wilmington, DE

Neel Lemon

Baker Botts L.L.P.
Dallas, TX

William D. Marsh

Baker Hughes Incorporated
Houston, TX

Jordan Marye

Denham Capital
Houston, TX

Kevin Miller

Alston & Bird LLP
New York, NY

John Moon

Morgan Stanley Capital Partners
New York, NY

Mark A. Morton

Potter Anderson & Corroon LLP
Wilmington, DE

Eileen T. Nugent

Skadden, Arps, Slate, Meagher & Flom LLP
New York, NY

Terry Orr

FTI Consulting, Inc.
Dallas, TX

Meme Peponis

Cleary Gottlieb Steen & Hamilton LLP
New York, NY

Srinivas M. Raju

Richards, Layton & Finger
Wilmington, DE

William Savitt

Wachtell, Lipton, Rosen & Katz
New York, NY

Vivienne (Lie) R. Schiffer

Thompson & Knight LLP
Houston, TX

Wesley Glenn Terrell

AT&T Services, Inc.
Dallas, TX

Cliff W. Vrielink

Vinson & Elkins LLP
Houston, TX

Sean T. Wheeler

Latham & Watkins LLP
Houston, TX

Planning Committee

Wilson Chu—Co-Chair

K&L Gates LLP
Dallas, TX

Larry E. Glasgow—Co-Chair

Gardere Wynne Sewell LLP
Dallas, TX

Orman Anderson

J.P. Morgan
Dallas, TX

Richard E. Climan

Dewey & LeBoeuf LLP
East Palo Alto, CA

Byron F. Egan

Dallas, TX

Michael J. Esposito

Austin, TX

James R. Griffin

Fulbright & Jaworski L.L.P.
Dallas, TX

Tom D. Harris Jr.

Haynes and Boone, LLP
Dallas, TX

Jeffrey A. Jones

Dallas, TX

Rick A. Lacher

Houlihan Lokey Howard & Zukin
Dallas, TX

Neel Lemon

Baker Botts L.L.P.
Dallas, TX

Doug Mills

Riveron Consulting, LP
Dallas, TX

Mark A. Morton

Potter Anderson & Corroon LLP
Wilmington, DE

Cookie Fay Munson

Selman, Munson & Lerner, P.C.
Austin, TX

Michael Thomas Peters

Locke Lord Bissell & Liddell LLP
Houston, TX

John S. Tsai

Waste Management, Inc.
Houston, TX

Cliff W. Vrielink

Vinson & Elkins LLP
Houston, TX

Glenn D. West

Weil, Gotshal & Manges LLP
Dallas, TX

Credit Info

Houston

MCLE Credit

Texas – 11.25 hrs | 1.50 hrs Ethics

You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas. A Certificate of Attendance will be provided in Your Briefcase for your records. The system reports Texas CLE credit every Tuesday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com, using the course number provided on your certificate of attendance.

California – 11.25 hrs | 1.50 hrs Ethics

You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE is required to provide the State Bar with electronic attendance records for any MCLE participatory activity within 60 days of completion of the activity. The California licensee is responsible for reporting their compliance/credit hours earned to the State Bar at the end of their reporting period directly to the State Bar of California at calbar.ca.gov. UT Law CLE will maintain Attendance Records for four years.

Other Credit

TX Accounting CPE – 13.00 hrs

The University of Texas School of Law (Provider #250) live conferences are presumptively approved by The Texas State Board of Public Accountancy for Texas Accounting CPE credit based on a 50-minute credit hour. Approved for general CPE credit only.

At the conference, you are welcome to sign in on the Accounting CPE Record of Attendance form at the registration desk, but we are now reporting all credit online. You will receive a Texas Accounting Certificate of Completion in Your Briefcase. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.

Contact us at accreditation@utcle.org if you have additional questions.

Key Dates

Houston – Sep 30 - Oct 1, 2010 – Four Seasons Hotel

Conference Concluded

Buy

Houston

Standard Registration
Last day for $595.00 Regular pricing: Sep 28, 2010

$645.00 for registrations received after this time

Last day for cancellation (full refund): Sep 28, 2010

$50 processing fee applied after this date

Last day for cancellation: Sep 28, 2010

Venue

Four Seasons Hotel

1300 Lamar St
Houston, TX
713.650.1300 (reservations)
Map

Accommodations

$225.00 good through Sep 16, 2010

Parking Information

Daily Valet $13; Overnight Valet $30

Our Sponsors

Thank you to our sponsors! Click each logo below to learn more.

Fti Consulting

Fti Consulting

FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. With more than 3,600 professionals globally, we work closely with clients to anticipate, illuminate, and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management and restructuring. www.fticonsulting.com www.fticonsulting.com/en_us/Pages/default.aspx
Fulbright & Jaworski

Fulbright is a full-service international law firm serving the needs of businesses, governments, non-profit organizations and individual clients around the world. Fulbright represents purchasers, sellers, lenders and financial advisors. One of the great strengths of Fulbright's mergers and acquisitions practice is the ability to bring a multi-disciplinary approach to these transactions by covering antitrust, tax, real estate, environmental, corporate, employee benefits, labor, intellectual property and financing expertise, not only at the due diligence stage, but also the agreement and closing stages of these transactions. Fulbright's specialized expertise in regulated industries such as energy and healthcare only serves to expedite these transactions. www.fulbright.com www.fulbright.com/
Gardere Wynne Sewell LLP

Gardere Wynne Sewell LLP

For nearly a century, Gardere has built its reputation on getting results. Gardere's corporate lawyers regularly handle mergers, acquisitions, and dispositions of businesses and assets for public and private companies as well as private equity funds, venture capital groups and institutional lenders in connection with all types of equity and asset acquisitions, dispositions and financings. www.gardere.com www.gardere.com/
Haynes and Boone, LLP

Haynes and Boone's Appellate Practice Group has a depth of experience in state and federal practice: they consistently have had unparalleled success in handling some of the most significant appeals in Texas; they are well known to the judiciary and the bar for their exemplary advocacy; the key component to their philosophy is effective partnering—with trial counsel, national counsel, in-house counsel; their expertise is in advocacy and procedure, whether it be in the context of motions for summary judgment, privilege disputes, expert witness, jurisdictional challenges, jury charges, judgments, petitions for writ of mandamus, alternative dispute resolution, or appeals. www.haynesboone.com/
K & L Gates

K & L Gates

K&L Gates delivers legal services on an integrated and global basis, with 1,800 lawyers located in 33 cities on three continents. K&L Gates is positioned at strategic intersections of the global economy, with one of the largest contingents of lawyers and offices across the United States of any law firm, and strong local presence in key capital cities and world commercial and financial centers. Our corporate and transactional practice is one of the most substantial in the profession. Each year, K&L Gates completes hundreds of M&A transactions and public and private debt and equity offerings, and Private Equity Analyst regularly ranks K&L Gates as one of the "most active law firms" worldwide for both private equity/venture capital transactions and fund formation. For more information on how our global law firm can help your business, visit www.klgates.com. www.klgates.com/Home.aspx
Latham & Watkins LLP
Selman Munson & Lerner

Selman Munson & Lerner

Selman Munson is a law firm focused on representing small and mid-sized clients in the sale and purchase of businesses in the oilfield service, healthcare, technology, finance and manufacturing industries. The firm has attorneys that can advise clients on tax, securities, international transactions, employee benefits, employment, real estate and corporate finance matters. The firm typically helps clients in corporate reorganizations, strategic acquisitions, spin-offs of subsidiaries, bankruptcy court purchase transactions, public and private financings, leveraged buyouts and international subsidiary sales. www.selmanmunson.com www.selmanmunson.com/
Vinson & Elkins LLP

Vinson & Elkins LLP

www.velaw.com/
Weil, Gotshall & Manges Llp

Weil, Gotshall & Manges Llp

Weil Gotshal is one of the world's leading law firms with over 1,200 lawyers in the U.S., Europe, Asia and the Middle East, including more than 100 attorneys in our Dallas and Houston offices. Consistently recognized for outstanding service and judgment, our attorneys are the go-to resource for solutions to our clients' most challenging Corporate, Litigation, Restructuring, Tax and Trust & Estates matters. Our one-firm promise ensures that the resources of our entire firm are seamlessly available to every client. www.weil.com www.weil.com/
Barrier Advisors, Inc

Barrier Advisors, Inc

Barrier Advisors, Inc. is a premier provider of strategic, financial and operational advice to companies throughout their life cycles. The boutique firm delivers corporate finance, corporate restructuring, and corporate performance solutions to boards, management teams, creditors and other stakeholders. www.barrieradvisors.com www.barrieradvisors.com/
Curtis Mallet-Prevost Colt & Mosle Llp

Curtis, Mallet-Prevost, Colt & Mosle LLP is a leading international law firm. Headquartered in New York, Curtis has 13 offices in the United States, Mexico, Europe, the Middle East and Asia. The firm represents a wide range of clients, including multinational corporations and financial institutions, governments and state-owned companies, money managers, sovereign wealth funds, family-owned businesses, individuals and entrepreneurs. Curtis has a worldwide practice that includes corporate law, banking and finance, capital markets, private equity, mergers and acquisitions, project finance and infrastructure development, investment management, restructuring and insolvency, litigation, international arbitration, taxation and real estate. The firm's international orientation has been a hallmark of its practice for nearly two centuries. For more information about Curtis, please visit www.curtis.com. www.curtis.com/
Generational Equity, LLC
CT Corporation

More companies of all sizes choose CT's comprehensive solutions for market leading registered agent services, entity management, due diligence, and corporate governance. Our expertise, quality of service, and advanced search technologies pave the way for smooth mergers and acquisitions while minimizing your risk and maximizing your efficiency. www.ctcorporation.com ct.wolterskluwer.com/ctcorporation
JP Morgan

JP Morgan
Riveron Consulting

Riveron Consulting

Accelerating returns through financial and accounting insight.™ Riveron Consulting is a unique financial consulting firm serving middle-market private equity funds and companies growing through acquisition. Its mission is to help clients maximize the value of both strategic and financial transactions through buy-side and sell-side financial due diligence and other special project accounting and finance services. Engagement examples are financial due diligence, purchase price accounting assistance, working capital reconciliations, post acquisition integration, technical accounting support, and complex modeling and analysis. Riveron Consulting's team is comprised of talented professionals with experience among the largest public accounting firms and a variety of industries. They employ proven processes and tools to both evaluate and improve businesses from a financial and accounting perspective. Its clients expect professional consulting services delivered only by experienced people for attractive fees. Riveron shares its clients' passion for successful deals. www.riveronconsulting.com www.riveronconsulting.com/
Scheef & Stone, L.L.P.

Scheef & Stone, L.L.P.

6th Annual

Mergers & Acquisitions Institute

Houston Sep 30 - Oct 1, 2010 Four Seasons Hotel Conference Concluded

Buy

Related products: Materials

Overview

Event Schedule

Thursday Morning, Sep. 30, 2010

Thursday Afternoon, Sep. 30, 2010

Friday Morning, Oct. 1, 2010

Conference Faculty

J. Marshall Adkins

Rick Arnold

Westy Ballard

James D. Bennett

Bryan K. Brown

Guy C. Buckley

Ronald W. Chang

Paul W. Chung

Richard E. Climan

Michael Collier

Robin J. Engelson

Keith A. Flaum

D. Gilbert Friedlander

Larry E. Glasgow

James E. Glassman

Joel I. Greenberg

James R. Griffin

Debra Hatter

David L. Johnson

Alan M. Klein

Stephen M. Kotran

Hon. J. Travis Laster

Neel Lemon

William D. Marsh

Jordan Marye

Kevin Miller

John Moon

Mark A. Morton

Eileen T. Nugent

Terry Orr

Meme Peponis

Srinivas M. Raju

William Savitt

Vivienne (Lie) R. Schiffer

Wesley Glenn Terrell

Cliff W. Vrielink

Sean T. Wheeler

Planning Committee

Wilson Chu—Co-Chair

Larry E. Glasgow—Co-Chair

Orman Anderson

Richard E. Climan

Byron F. Egan

Michael J. Esposito

James R. Griffin

Tom D. Harris Jr.

Jeffrey A. Jones

Rick A. Lacher

Neel Lemon

Doug Mills

Mark A. Morton

Cookie Fay Munson

Michael Thomas Peters

John S. Tsai

Cliff W. Vrielink

Glenn D. West

Credit Info

MCLE Credit

Other Credit

Key Dates

Venue

Four Seasons Hotel

Accommodations

Parking Information

Our Sponsors

Fti Consulting

Gardere Wynne Sewell LLP

K & L Gates

Selman Munson & Lerner

6^th Annual

Houston Sep 30 - Oct 1, 2010 Four Seasons Hotel
Conference Concluded