UT Law CLE Live Conferences

8^th Annual

Mergers and Acquisitions Institute

Dallas Oct 18-19, 2012 Ritz-Carlton
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Overview

UT Law’s Mergers and Acquisitions Institute brings together leading M&A professionals including commercial and investment bankers, private equity investors, hedge fund managers, valuation experts, corporate development officers, and other legal and financial practitioners to engage in comprehensive discussions on all the latest aspects of mergers and acquisitions.

2012 Institute highlights include:
•   The latest developments in deal trends and M&A litigation
•   Structures, pitfalls and opportunities in M&A
•   Developments in private equity, public company and distressed M&A
•   Disclosure claims and the growing debate under Delaware law
•   What every M&A lawyer needs to know about IP, tax structuring and antitrust complexities

Perennial favorites include:
•   Corporate Dealmakers’ Roundtable
•   Mock Negotiation of Key Deal Terms

The program includes speakers and sponsors representing internationally recognized companies and firms from across all sectors involved in M&A transactions and offers valuable networking opportunities at Thursday’s networking luncheon and evening reception, as well as during extended breaks throughout the conference.

Event Schedule

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

Day 1 October 18, 2012
Day 2 October 19, 2012

Time

Credit

Subject

Speaker
Thursday Morning, Oct. 18, 2012
Presiding Officer:
M. Jorge Yáñez V., Barrera, Siqueiros y Torres Landa, SC (Mexico) - Monterrey, NL
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 Glasgow, Gardere Wynne Sewell LLP, Dallas, TX
9:00 am

0.83 hr

Corporate Dealmakers' Roundtable

With large stockpiles of cash, relatively strong stock valuations and the availability of credit at low rates, U.S. companies are expected to turn to the M&A market for growth, especially in our sputtering global economy. Leading corporate development officers discuss M&A trends and leading practices to drive profitable growth. In addition, the panel addresses the factors underpinning an increased volume of joint ventures and strategic alliances across industries, the impact of activist investors on M&A and the relationship between executive management and the board in M&A.

Moderator:
Chris Ruggeri, Deloitte Financial Advisory Services LLP - New York, NY
Panelists:
Kevin Boston, Pason Systems Corp - Houston, TX
Panelists:
Krista Myers Foley, Celanese Corporation - Dallas, TX
Panelists:
John Rexford, Xerox Corporation - Dallas, TX
9:50 am

0.75 hr

Developments in Distressed M&A

Financial distress creates a buying opportunity. This opportunity, however, does not come without risk. A discussion of the relative merits of out-of-court and in-court distressed asset acquisitions, with a focus on how conventional thinking in the M&A process needs to be adjusted when the target is a distressed company.

Moderator:
Leon V. Komkov, Longroad Asset Management, LLC - Austin, TX
Panelists:
Robert D. Albergotti, Haynes and Boone, LLP - Dallas, TX
Panelists:
Jeffrey A. Jones, Blackhill Partners, LLC - Dallas, TX
10:35 am

Break
10:50 am

0.75 hr

Developments in Private Equity M&A

Private equity funds are still actively competing and executing for deals, although the market has changed dramatically over the past few years. Private equity dealmakers discuss the challenges and opportunities they face in executing deals in today's climate.

Moderator:
Hendrik F. Jordaan, Morrison & Foerster LLP - Denver, CO
Panelists:
Suzanne Kriscunas, Riverside Company - Dallas, TX
Panelists:
B. Andrew Rabin, J.P. Morgan Securities LLC - Dallas, TX
11:35 am

0.83 hr
0.50 hr ethics

Developments in Seller Liability in M&A

Highlights of recent case law along with perspectives on how to limit contractual and extra-contractual liabilities in mergers and acquisitions and other transactions, with a focus on sources of extra-contractual liabilities, how to protect parties and their affiliates through the auction and negotiating processes and through exclusive remedy and extra-contractual representation waiver provisions, how such processes and provisions play out post-closing, and related ethical issues in the contracting process.

Moderator:
Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Panelists:
Paul Koenig, Shareholder Representative Services LLC - Denver, CO
Panelists:
Patricia O. Vella, Morris, Nichols, Arsht & Tunnell LLP - Wilmington, DE
12:25 pm

Break for Buffet Lunch

Included in conference registration.
Thursday Afternoon, Oct. 18, 2012
Presiding Officer:
Greg Hidalgo, K&L Gates LLP - Dallas, TX
Luncheon Presentation
12:40 pm

0.33 hr

Recent Trends in M&A Litigation

A fast-paced look at what the data tells us about the changing nature of M&A litigation in recent years, punctuated with highlights and key points from some of the most interesting cases.

James Spindler, The University of Texas School of Law - Austin, TX
1:00 pm

Networking Break
1:30 pm

0.83 hr

Special Issues in Energy M&A

A discussion of how buying and selling energy assets differs from transacting in other industries. Topics covered include how indemnity terms differ, how terms are affected by industry trends and whether financial and strategic buyers approach the energy industry differently.

Moderator:
James L. Rice III, Sidley Austin LLP - Houston, TX
Panelists:
Christine B. LaFollette, Akin Gump Strauss Hauer & Feld LLP - Houston, TX
Panelists:
David S. Peterman, Fulbright & Jaworski L.L.P. - Houston, TX
2:20 pm

0.83 hr

Developments in Public Company M&A

As the public company deal landscape continues to evolve, experienced public company M&A practitioners discuss the latest public company deal trends as well as the hot-button issues currently being negotiated in acquisitions of public companies.

Moderator:
Wilson Chu, K&L Gates LLP - Dallas, TX
Panelists:
Mark A. Morton, Potter Anderson & Corroon LLP - Wilmington, DE
Panelists:
Mark E. Schwarz, Newcastle Partners, L.P. - Dallas, TX
Panelists:
Damien R. Zoubek, Cravath, Swaine & Moore LLP - New York, NY
3:10 pm

2nd Annual Byron Egan Irish Whiskey Tasting and Coffee Break
3:40 pm

0.83 hr

Say What? A Litigator's Look at Deal Provisions

Shareholder suits in the wake of a merger announcement have become the rule rather than the exception. A look at how these transactions are being challenged in litigation and how courts are addressing those claims in Texas, Delaware and other jurisdictions, with a focus on how M&A attorneys can minimize litigation risk.

Moderator:
Noelle M. Reed, Skadden, Arps, Slate, Meagher & Flom LLP - Houston, TX
Panelists:
Michael P. Lynn, Lynn Tillotson Pinker and Cox LLP - Dallas, TX
Panelists:
William Savitt, Wachtell, Lipton, Rosen & Katz - New York, NY
4:30 pm

1.00 hr
0.25 hr ethics

In-House M&A Counsel Roundup

In-house M&A attorneys share their strategies and approaches in teaming with outside counsel to plan and execute strategic acquisitions and divestitures.

Moderator:
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX
Panelists:
David C. Rex, Prophet Equity LP - Southlake, TX
Panelists:
Anu Seam, AT&T Services, Inc. - Atlanta, GA
Panelists:
Isabella Wezdecki, Johnson & Johnson - New Brunswick, NJ
5:30 pm

Adjourn to Cocktail Reception

Time

Credit

Subject

Speaker
Friday Morning, Oct. 19, 2012
Presiding Officer:
Richard A. Tulli, Gardere Wynne Sewell LLP - Dallas, TX
8:00 am

Networking Continental Breakfast

Included in conference registration.
8:30 am

1.00 hr

The Dynamics of Disclosure Claims: The Growing Debate on Delaware Law

In recent years M&A lawyers have increasingly struggled with inconsistencies in decisions of the Delaware Court of Chancery addressing the materiality of various types of disclosures—particularly disclosures relating to projections and summaries of the financial analyses underlying fairness opinions. Some of those apparent inconsistencies may be explained by the posture of the proceeding but many reflect actual inconsistencies in the views expressed by different members of the Court of Chancery as to the meaning of materiality as amongst themselves and as previously expressed by the Delaware Supreme Court.

Moderator:
Kevin Miller, Alston + Bird LLP - New York, NY
Panelists:
Steven M. Haas, Hunton & Williams LLP - Richmond, VA
Panelists:
Blake Rohrbacher, Richards Layton & Finger - Wilmington, DE
9:30 am

1.00 hr
0.25 hr ethics

Mock Negotiation of Key Deal Terms

Highlighting developing issues being negotiated in today's M&A climate, an interactive mock negotiation is staged to illustrate the "give and take" between the parties in an acquisition of a publicly traded or privately held company.

Richard E. Climan, Weil, Gotshal & Manges LLP - Redwood City, CA
Keith A. Flaum, Weil, Gotshal & Manges LLP - Redwood City, CA
10:30 am

0.75 hr

IP For Dummies: What Every M&A Lawyer Needs to Know

An examination of intellectual property issues in M&A transactions, with a focus on practical tips and nuggets involving many facets of the IP elements of a deal, including IP due diligence, IP considerations that may impact deal structure (asset, stock, license, combo), negotiation insights, purchase agreement drafting considerations and lessons learned.

Moderator:
Gemma Lynne Descoteaux, Akin Gump Strauss Hauer & Feld LLP - Dallas, TX
Panelists:
Hal Hearst, Black Duck Software - Burlington, MA
Panelists:
David Mace Roberts, Samsung Telecommunications America, LLC - Richardson, TX
Panelists:
Mark A. Valetti, Texas Instruments Incorporated - Dallas, TX
11:15 am

Break
11:30 am

0.75 hr

Tax Structuring: Not Just for the Insomniac M&A Lawyer

How a good deal lawyer can use a basic knowledge of tax ramifications of M&A transactions to save clients money and keep them out of harm's way.

Moderator:
Robert R. Kibby, Munsch Hardt Kopf & Harr, PC - Dallas, TX
Panelists:
J. Dean Hinderliter, Locke Lord LLP - Dallas, TX
Panelists:
Paul M. Howell, Grant Thornton LLP - Dallas, TX
12:15 pm

0.75 hr

Antitrust Complexities: It's Not Just for the Big Boys!

Current and former U.S. antitrust enforcers discuss how government antitrust review can affect the timing and success of mergers and acquisitions. Recent U.S. developments show more large and small transactions are being caught, but there are opportunities to create flexible remedies to save even deals with competitive issues. Merger review by other countries is also playing a larger role even in U.S.-centered M&A. The panelists cover planning steps and strategies from the perspective of government enforcement and outside counsel.

Norman Armstrong Jr., Federal Trade Commission - Washington, DC
John Bruce McDonald, Jones Day - Houston, TX
1:00 pm

Adjourn

Day 1 October 18, 2012
Day 2 October 19, 2012

Download Schedule

Conference Faculty

Robert D. Albergotti

Haynes and Boone, LLP
Dallas, TX

Norman Armstrong Jr.

Federal Trade Commission
Washington, DC

Kevin Boston

Pason Systems Corp
Houston, TX

Wilson Chu

K&L Gates LLP
Dallas, TX

Richard E. Climan

Weil, Gotshal & Manges LLP
Redwood City, CA

Gemma Lynne Descoteaux

Akin Gump Strauss Hauer & Feld LLP
Dallas, TX

Byron F. Egan

Jackson Walker L.L.P.
Dallas, TX

Keith A. Flaum

Weil, Gotshal & Manges LLP
Redwood City, CA

Krista Myers Foley

Celanese Corporation
Dallas, TX

Larry E. Glasgow

Gardere Wynne Sewell LLP
Dallas, TX

Steven M. Haas

Hunton & Williams LLP
Richmond, VA

Hal Hearst

Black Duck Software
Burlington, MA

J. Dean Hinderliter

Locke Lord LLP
Dallas, TX

Paul M. Howell

Grant Thornton LLP
Dallas, TX

Jeffrey A. Jones

Blackhill Partners, LLC
Dallas, TX

Hendrik F. Jordaan

Morrison & Foerster LLP
Denver, CO

Robert R. Kibby

Munsch Hardt Kopf & Harr, PC
Dallas, TX

Paul Koenig

Shareholder Representative Services LLC
Denver, CO

Leon V. Komkov

Longroad Asset Management, LLC
Austin, TX

Suzanne Kriscunas

Riverside Company
Dallas, TX

Christine B. LaFollette

Akin Gump Strauss Hauer & Feld LLP
Houston, TX

Michael P. Lynn

Lynn Tillotson Pinker and Cox LLP
Dallas, TX

John Bruce McDonald

Jones Day
Houston, TX

Kevin Miller

Alston + Bird LLP
New York, NY

Mark A. Morton

Potter Anderson & Corroon LLP
Wilmington, DE

David S. Peterman

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

B. Andrew Rabin

J.P. Morgan Securities LLC
Dallas, TX

Noelle M. Reed

Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX

David C. Rex

Prophet Equity LP
Southlake, TX

John Rexford

Xerox Corporation
Dallas, TX

James L. Rice III

Sidley Austin LLP
Houston, TX

David Mace Roberts

Samsung Telecommunications America, LLC
Richardson, TX

Blake Rohrbacher

Richards Layton & Finger
Wilmington, DE

Chris Ruggeri

Deloitte Financial Advisory Services LLP
New York, NY

William Savitt

Wachtell, Lipton, Rosen & Katz
New York, NY

Mark E. Schwarz

Newcastle Partners, L.P.
Dallas, TX

Anu Seam

AT&T Services, Inc.
Atlanta, GA

James Spindler

The University of Texas School of Law
Austin, TX

Mark A. Valetti

Texas Instruments Incorporated
Dallas, TX

Patricia O. Vella

Morris, Nichols, Arsht & Tunnell LLP
Wilmington, DE

Isabella Wezdecki

Johnson & Johnson
New Brunswick, NJ

Damien R. Zoubek

Cravath, Swaine & Moore LLP
New York, NY

Planning Committee

Wilson Chu—Co-Chair

K&L Gates LLP
Dallas, TX

Larry E. Glasgow—Co-Chair

Gardere Wynne Sewell LLP
Dallas, TX

Nicholas V. Beare

Stephens Inc.
Dallas, TX

Richard E. Climan

Weil, Gotshal & Manges LLP
Redwood City, CA

R. Scott Cohen

Jones Day
Dallas, TX

Gemma Lynne Descoteaux

Akin Gump Strauss Hauer & Feld LLP
Dallas, TX

Byron F. Egan

Jackson Walker L.L.P.
Dallas, TX

John Grimes

Growth Capital Partners, L.P.
Dallas, TX

Tom D. Harris Jr.

Haynes and Boone, LLP
Dallas, TX

Thomas W. Hughes

Fulbright & Jaworski
Dallas, TX

Robert R. Kibby

Munsch Hardt Kopf & Harr, PC
Dallas, TX

Leon V. Komkov

Longroad Asset Management, LLC
Austin, TX

Cookie F. Munson

Surveying And Mapping, Inc. (SAM, Inc.)
Austin, TX

Terry Orr

FTI Consulting, Inc.
Dallas, TX

Michelle M. Turner

The University of Texas School of Law
Austin, TX

Cliff W. Vrielink

Sidley Austin LLP
Houston, TX

Credit Info

Dallas

MCLE Credit

Texas – 11.25 hrs | 1.00 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 Monday. 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

California – 11.25 hrs | 1.00 hrs Ethics

At the conference, you will need to sign in on the Record of Attendance form at the registration desk. Self-report your CLE credit directly to the State Bar of California at calbar.ca.gov. You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE will maintain Attendance Records for four years.

Other Credit

TX Accounting CPE – 13.50 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 will need to sign in on the Accounting CPE Record of Attendance form at the registration desk. You will receive a Texas Accounting Certificate of Completion at the conference for your records. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.

Contact Laura Tolin, ltolin@law.utexas.edu, if you have additional questions.

Key Dates

Dallas – Oct 18-19, 2012 – Ritz-Carlton

Conference Concluded

Buy

Dallas

Last day for Standard Registration early registration: Oct 10, 2012

Add $80 for registrations received after this time

Last day for Green Registration - USB Key ONLY early registration: Oct 10, 2012

Add $80 for registrations received after this time

Last day for cancellation (full refund): Oct 3, 2012

$80 processing fee applied after this date

Last day for cancellation: Oct 5, 2012

Venue

Ritz-Carlton

2121 McKinney Avenue
Dallas, TX
800.960.7082 (reservations)

Accommodations

$279.00 good through Sep 17, 2012

Parking Information

Day of event valet $15; $25 overnight valet

Our Sponsors

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

Akin Gump Strauss Hauer & Feld LLP

Founded in 1945, Akin Gump Strauss Hauer & Feld LLP, a leading international law firm, numbers more than 800 lawyers in the United States, Europe, Asia and the Middle East. Akin Gump's mergers and acquisitions team has decades of experience representing many of the world's most prominent public and private companies and investment funds, as well as private investors and boards of directors (including special committees) in complex mergers, acquisitions, dispositions, joint ventures, partnerships and other business combinations. With extensive experience closing deals across heavily regulated industries, we bring practical know-how and a business-minded approach to every situation. Our team includes tax, ERISA, labor, real estate, investment funds, environmental, antitrust, regulatory and policy specialists, and our network includes strong relationships with private equity and hedge fund sponsors, financial advisors, accountants and lenders throughout the world. Financial and strategic buyers and sellers must navigate constantly changing financing challenges, increased investor demands and an ever-changing regulatory landscape. Now more than ever, successful transactions rely upon the support of sophisticated, experienced, pragmatic and creative legal counsel. www.akingump.com
Alston + Bird LLP

With 800 attorneys, Alston & Bird is a leading national AmLaw50 firm. The firm's core practice areas are intellectual property, complex litigation, corporate and tax, with national industry focuses in energy and sustainability, health care, financial services and public policy. The firm has built a reputation as one of the country's best employers, appearing on Fortune magazine's ranking of the "100 Best Companies to Work For" 12 consecutive years, an unprecedented accomplishment among law firms in the United States. The firm has offices in Atlanta, Brussels, Charlotte, Dallas, Los Angeles, New York, Research Triangle, Silicon Valley, Ventura County and Washington, D.C. www.alston.com
Barrera, Siqueiros y Torres Landa, SC (Mexico)

With over 60 years of experience, BSTL is a leading law firm in Mexico offering personalized, preventive, and strategic legal solutions to our local and international clients. Our expertise in the ever-changing legal, commercial and corporate environment makes us a reliable option in terms of advice on different areas of the law. We practice in strict adherence to our ethical code and are committed to achieving excellence in serving our clients. To optimize the results of our work, we offer comprehensive consulting to every client and are able to bring together multidisciplinary teams for specific transactions. At BSTL, our greatest satisfaction is when our client succeeds. www.bstl.com.mx
Black Duck Software

Offering award-winning software and consulting, Black Duck is the partner of choice for open source software adoption, governance and management. Enterprises of every size depend on Black Duck to harness the power of open source technologies and methods. As part of the greater OSS community, Black Duck connects developers to comprehensive OSS resources through Ohloh.net, and to the latest commentary from industry experts through the Open Source Delivers blog. Black Duck also hosts the Open Source Think Tank, an international event where thought leaders collaborate on the future of open source. Black Duck is headquartered near Boston and has offices in San Mateo, St. Louis, London, Paris, Frankfurt, Hong Kong, Tokyo, Seoul and Beijing. For more information about how to leverage open source to deliver faster innovation, greater creativity and improved efficiency, visit www.blackducksoftware.com and follow us on Twitter at @black_duck_sw www.blackducksoftware.com
Blackhill Partners, LLC

Blackhill Partners provides highly skilled, independent investment banking advice to large corporate and middle market clients in the United States and internationally. Our firm is composed of seasoned M&A and restructuring professionals with top tier backgrounds from some of the world's largest capital markets firms. Blackhill's professionals have advised on, and invested in over $30 billion of mergers, acquisitions, financings and restructurings across a broad range of industries, with particular depth in telecommunications, energy and manufacturing. The firm's professionals operate with the fundamental belief that open communication, innovation and high intellectual value added are necessities in every engagement. www.bhpllc.com
Blake, Cassels & Graydon LLP (Canada)

For more than 150 years, Blakes has proudly served many of Canada's and the world's leading businesses and organizations. The firm has built a reputation during that time as both a leader in the business community and in the legal profession. In 2012 Blakes was named "Law Firm of the Year: Canada" for the third time by Chambers and Partners and "Canada Law Firm of the Year" for the fourth consecutive year by Who's Who Legal. We also consistently rank as one of the top Canadian firms on the Bloomberg, Thomson Reuters and mergermarket M&A league tables in terms of transactional value or number of deals for Canadian announced transactions. We have more than 550 lawyers in offices in Montréal, Ottawa, Toronto, Calgary, Vancouver, New York, Chicago, London, Bahrain, Beijing and associated offices in Al-Khobar and Shanghai. Serving a diverse national and international client base, our integrated office network provides clients with access to the firm's full spectrum of capabilities in virtually every area of business law. Whether an issue is local or multi-jurisdictional, practice-area specific or interdisciplinary, Blakes handles transactions of all sizes and levels of complexity. www.blakes.com
Fulbright & Jaworski L.L.P.

Fulbright & Jaworski L.L.P. is an international law firm consisting of nearly 900 lawyers in more than 50 integrated practice areas and 17 locations across the United States, Europe, Asia and the Middle East. Our corporate, business and banking practice strategically leverages Fulbright's international platform to handle the world's most significant transactions—mergers and acquisitions, public and private offerings of debt and equity securities, senior, mezzanine and unsecured financings, spin-offs, privatizations, recapitalizations, and private equity and venture capital financings. Fulbright's mergers and acquisitions practice encompasses every form of corporate transaction, including mergers, purchases and sales of assets, purchases and sales of securities, and change of control events such as tender offers and proxy contests. One of our greatest strengths is the ability to bring a multidisciplinary approach to mergers and acquisitions by handling antitrust, corporate, employee benefits, environmental, intellectual property and financing issues, labor, real estate and tax—from inception through the closing of a transaction. Our client base includes the largest business and financial institutions as well as middle market and emerging companies. Fulbright has ranked in "America's Best Corporate Law Firms" in the Corporate Board Member/FTI Consulting annual survey of public company directors and general counsel for 11 consecutive years. www.fulbright.com
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
Generational Equity, LLC

Generational Equity is a mergers and acquisitions firm specializing in low to mid-market privately-held businesses. As a leading firm specializing in middle-market mergers and acquisitions, Generational Equity provides a valuable resource for buyers seeking to acquire private companies in this market segment. Our clients represent diverse acquisition opportunities from a broad range of industry sectors throughout the U.S. and Canada. Generational Equity's experience in valuing and selling private middle-market companies brings buyers and sellers together and assists buyers in achieving their acquisition goals. If you would like to explore our current acquisition opportunities, please email dealoverview@genequityco.com and request to opt in to receive our Deal Overview, highlighting available acquisition opportunities. www.genequityco.com
Grant Thornton LLP

Grant Thornton LLP offers private equity firms and corporate acquirers a broad array of M&A advisory services tailored to their individual needs and goals. Our professionals are responsive and dedicated, with strong experience in audit, tax, transaction and other advisory services. More importantly, we bring valuable ideas and insights to help you achieve your objectives. With 50 offices in the United States and Grant Thornton International member firm offices in more than 100 countries across the globe, we can work where you are, and where you want to be, to help you build and realize exceptional value. Visit us online at www.grantthornton.com or call Sal Fira at 214-561-2460 for more information. www.grantthornton.com
Haynes and Boone, LLP

M&A attorneys at Haynes and Boone help clients buy and sell businesses through mergers, stock sales, asset transactions, recapitalizations, acquisitions out of bankruptcy and acquisitions of distressed debt. The M&A Practice Group at Haynes and Boone regularly represents public companies, private companies, private equity funds, family offices and significant shareholders of public and private companies. The Haynes and Boone M&A team includes experts from specialty areas who are well-versed in working with M&A attorneys to find practical solutions to difficult problems. Haynes and Boone is one of the largest law firms in Texas and has offices throughout Texas, as well as in New York, Washington, D.C. and California. www.haynesboone.com
J.P. Morgan

J.P. Morgan

With more than 100 years experience in the United States, $40 billion under management, servicing centers on every major continent and the ability to complete transactions in all major currencies, J.P. Morgan is a leading global provider of Escrow Services. Currently, we have more than 4,000 actively managed accounts and count more than 300 Fortune 500 companies among our escrow clients. We're known for our ability to translate our clients' risk mitigation requirements into simple, workable, escrow solutions for any situation—from Mergers & Acquisitions and the purchase/sale of goods to litigation and capital-raising. Our more than 100 dedicated professionals around the world understand the nuances of escrow and its many applications, while our client service specialists support clients throughout the life of their escrow agreements. We're responsive and known for completing escrow arrangements quickly, accurately and securely, enabling our clients to close deals without delay. www.jpmorgan.com
Jones Day

Founded in 1893, Jones Day has 2,400 lawyers, including over 400 in Europe and 200 in Asia, located in 37 business and finance centers throughout the world. In Texas, the firm has 160 Dallas-based and 50 Houston-based attorneys. Recognized as a leading corporate and litigation firm, Jones Day regularly handles some of the largest and most complex transactions and litigation and provides legal representation for approximately half of the Fortune Global 500. Jones Day provides its clients with an integrated multi-office, multidisciplinary approach that focuses on the business issues that matter, rather than legal formalities. Thomson Reuters' and Bloomberg's league table rankings have placed the Firm first in the number of U.S. and global M&A transactions in every quarter for the last 11 years. Jones Day has ranked in the top 10 of "America's Best Corporate Law Firms" in the Corporate Board Member/FTI Consulting annual survey of directors and general counsel for 10 consecutive years, ranking fourth in 2012. www.jonesday.com
K&L Gates LLP

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. www.klgates.com
Loyens & Loeff (Netherlands)

Loyens & Loeff is an independent law firm with major offices in Belgium, the Netherlands and Luxembourg, commonly referred to as the Benelux. We are an integrated legal and tax practice with more than 850 legal and tax experts worldwide. In addition to the Benelux offices, our offices are located in major international financial centres including New York, London, Paris, Zurich, Singapore, Tokyo and Dubai. In the Benelux, Loyens & Loeff is leading in M&A, focusing on private equity and venture capital, in addition to capital markets transactions. Our integrated legal and tax approach is unmatched by any firm in our home market. Our almost 400 tax experts have consistently made us the tax law firm to go to in the Benelux. Our integrated practice model is mirrored in our New York office. Twelve lawyers and tax experts advise clients from the U.S., Canada and Latin America on M&A, international tax structuring, banking and general corporate matters, mostly on Netherlands and Luxembourg law. www.loyensloeff.com/en-US
Mannheimer Swartling (Sweden)

Mannheimer Swartling is the largest law firm in the Nordic region and regularly receives instructions on Scandinavia's most prominent and complex financial and corporate law matters. The firm's position on the market across all practice areas is frequently confirmed by rankings in the league tables and awards institutes. Mannheimer Swartling is a full-service firm and operates as Sweden's only true lockstep partnership. Based in Sweden, but with offices in New York, Brussels, China, Germany and Russia, Mannheimer Swartling is widely regarded as the most international of the Nordic law firms. Mannheimer Swartling's strategic international footprint—combined with independent but close working relationships with leading firms in other countries—enables it to assist Nordic clients worldwide and to advise foreign companies entering or doing business in the Nordic region. www.mannheimerswartling.se/en
McCarthy Tétrault LLP (Canada)

Over the past five years, McCarthy Tétrault has acted for 83 of the largest 100 Canadian companies, and 17 of the 20 largest foreign-controlled companies in Canada. A significant percentage of these companies are based in the U.S. We have been involved in many of Canada's largest and most complex transactions, representing Canadian and international players, and are consistently ranked among top firms for volume and value of these transactions. With offices in every major financial centre in Canada, as well as in London, we have established an excellent track record with regard to capital markets and mergers and acquisitions, in particular advising international oil and gas and natural resources companies, as well as independent energy and petroleum corporations, and service and pipeline organizations. We advise clients in all aspects of their business, including public and private mergers and acquisitions, regulatory issues, project financing, midstream operations and marketing, as well as alternative energy. www.mccarthy.ca
Munsch Hardt Kopf & Harr, P.C.

Munsch Hardt, a multi-specialty commercial law firm, provides legal services and strategic business advice working across disciplinary lines to solve legal problems for companies of all sizes. Our practice groups include all aspects of business litigation, corporate & securities, employment & labor, finance, healthcare, insolvency, restructuring & creditor's rights, intellectual property, real estate and tax. The firm's Mergers & Acquisitions practice focuses on the middle market, where our team of well-seasoned M&A, tax, environmental, banking, real estate, healthcare and technology attorneys collaborates to help clients close transactions at a superior value and in most every industry. www.munsch.com
Practical Law Company

Practical Law Company (PLC) provides legal know-how for law firms, law departments and law schools. PLC's online services are a "just in time" solution that gives lawyers the practical resources they need to get the job done quickly—and accurately. Our experienced attorney editors create thousands of materials across all major practice areas to help you work more efficiently and improve client service. Spend less time reinventing the wheel and more time on the work that matters most. us.practicallaw.com
Selman Munson & Lerner P.C.

Selman Munson counsels small and middle market clients in the sale and purchase of businesses in the oilfield service, healthcare, technology, finance and manufacturing industries. The firm advises clients on tax, securities, international transactions, employee benefits, environmental, real estate and corporate finance matters. The firm typically helps clients in acquisitions, complex corporate transactions, spin-offs of subsidiaries, public and private financings, leveraged buyouts and international subsidiary sales. www.selmanmunson.com
Shareholder Representative Services LLC

SRS | Shareholder Representative Services is the global expert in professionally managing the post-closing process to safeguard the selling shareholders' interests in private company M&A transactions. As the shareholder representative, SRS manages all post-closing matters including working capital and other purchase price adjustments, tax reviews, earnouts, the handling of claims, disputes and litigation, communications with acquirers and selling shareholders, and management and distribution of escrow and expense funds. SRS has a senior-level team of more than 40 attorneys, financial professionals, and operations and systems experts and the most sophisticated operational, tracking and reporting systems ever used by a shareholder representative. On deals valued in excess of $35 billion in aggregate, SRS has represented more than 400 venture capital and private equity firms and over 35,000 shareholders in 44 countries. www.shareholderrep.com
Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates

With 23 offices, approximately 1,800 attorneys and more than 40 distinct areas of practice, Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates serve clients in every major international financial center, providing the specific legal advice companies across a spectrum of industries need to compete most effectively in a global business environment. Our clients include approximately 50 percent of the Fortune 250 industrial and service corporations, as well as financial and governmental entities, start-up companies and nonprofits. Skadden's attorneys and staff share a commitment to providing our clients with the highest-quality and most cost-effective legal services in an atmosphere emphasizing teamwork, creativity, responsiveness and diversity. www.skadden.com
Special Counsel, Inc.

Special Counsel, Inc. is the largest provider of legal staffing services to corporate legal departments and law firms nationwide. Our services include customized staffing and project management for e-discovery and document review projects of any size and location, as well as providing experienced legal professionals for general workload management, litigation support and business transaction support. Specialized services include search and direct hire placement of legal professionals at all levels, medical document review, TurnKey Legal Center document review space, document review management under SightManager^® document review management tool, Concise^® deposition digesting and Alderson^® Court Reporting. www.specialcounsel.com
Thomson Reuters Business Law Solutions

Thomson Reuters is the world's leading source of intelligent information for businesses and professionals. We combine industry expertise with innovative technology to deliver critical information to leading decision makers in the legal, financial, legal, tax and accounting, science and media industries, powered by the world's most trusted news organization. Business Law Solutions from Thomson Reuters allows transactional lawyers to do more, by having every step of your workflow streamlined, connected and supported with products and services you need to stay current and practice efficiently. Featuring the latest guidance, analysis, news and drafting and disclosure tools, Business Law Solutions is tailored to your organization's needs. store.westlaw.com/business-law
Weil, Gotshal & Manges LLP

Weil, Gotshal & Manges LLP is an international law firm offering business finance & restructuring, corporate, litigation, tax and pro bono legal services in key industry sectors. Recognized for consistently delivering sound judgment to clients, Weil operates according to a one-firm principle that allows its approximately 1,200 lawyers, including more than 120 attorneys in Dallas and Houston, to seamlessly manage even the most complex matters. www.weil.com
McCarthy Tétrault LLP

Over the past five years, McCarthy Tétrault has acted for 83 of the largest 100 Canadian companies, and 17 of the 20 largest foreign-controlled companies in Canada. A significant percentage of these companies are based in the U.S. We have been involved in many of Canada's largest and most complex transactions, representing Canadian and international players, and are consistently ranked among top firms for volume and value of these transactions. With offices in every major financial centre in Canada, as well as in London, we have established an excellent track record with regard to capital markets and mergers and acquisitions, in particular advising international oil and gas and natural resources companies, as well as independent energy and petroleum corporations, and service and pipeline organizations. We advise clients in all aspects of their business, including public and private mergers and acquisitions, regulatory issues, project financing, midstream operations and marketing, as well as alternative energy. www.mccarthy.ca www.mccarthy.ca/home.aspx
Practical Law Company, Inc.

Practical Law Company (PLC) provides legal know-how for law firms, law departments and law schools. PLC's online services are a "just in time" solution that gives lawyers the practical resources they need to get the job done quickly - and accurately. Our experienced attorney editors create thousands of materials across all major practice areas to help you work more efficiently and improve client service. So you can spend less time reinventing the wheel and more time on the work that matters most. www.practicallaw.com us.practicallaw.com/
Barrera, Siqueiros y Torres Landa, SC (M

With over 60 years of experience, BSTL is a leading law firm in Mexico offering personalized, preventive, and strategic legal solutions to our local and international clients. Our expertise in the ever-changing legal, commercial and corporate environment makes us a reliable option in terms of advice on different areas of the law. We practice in strict adherence to our ethical code and are committed to achieving excellence in serving our clients. To optimize the results of our work, we offer comprehensive consulting to every client and are able to bring together multidisciplinary teams for specific transactions. At BSTL, our greatest satisfaction is when our client succeeds. www.bstl.com.mx www.bstl.com.mx/index2.html
Blake, Cassels & Graydon LLP (Canada)

For more than 150 years, Blakes has proudly served many of Canada's and the world's leading businesses and organizations. The firm has built a reputation during that time as both a leader in the business community and in the legal profession. In 2012 Blakes was named "Law Firm of the Year: Canada" for the third time by Chambers and Partners and "Canada Law Firm of the Year" for the fourth consecutive year by Who's Who Legal. We also consistently rank as one of the top Canadian firms on the Bloomberg, Thomson Reuters and mergermarket M&A league tables in terms of transactional value or number of deals for Canadian announced transactions. We have more than 550 lawyers in offices in Montréal, Ottawa, Toronto, Calgary, Vancouver, New York, Chicago, London, Bahrain, Beijing and associated offices in Al-Khobar and Shanghai. Serving a diverse national and international client base, our integrated office network provides clients with access to the firm's full spectrum of capabilities in virtually every area of business law. Whether an issue is local or multi-jurisdictional, practice-area specific or interdisciplinary, Blakes handles transactions of all sizes and levels of complexity. www.blakes.com www.blakes.com/index2.html
Generational Equity, LLC
JP Morgan

JP Morgan
Loyens & Loeff (USA) B.V.

Loyens & Loeff is an independent law firm with major offices in Belgium, the Netherlands and Luxembourg, commonly referred to as the Benelux. We are an integrated legal and tax practice with more than 850 legal and tax experts worldwide. In addition to the Benelux offices, our offices are located in major international financial centres including New York, London, Paris, Zurich, Singapore, Tokyo and Dubai. In the Benelux, Loyens & Loeff is leading in M&A, focusing on private equity and venture capital, in addition to capital markets transactions. Our integrated legal and tax approach is unmatched by any firm in our home market. Our almost 400 tax experts have consistently made us the tax law firm to go to in the Benelux. Our integrated practice model is mirrored in our New York office. Twelve lawyers and tax experts advise clients from the U.S., Canada and Latin America on M&A, international tax structuring, banking and general corporate matters, mostly on Netherlands and Luxembourg law. www.loyensloeff.com www.loyensloeff.com/en-US/Pages/Default.aspx
Mannheimer Swartling

Mannheimer Swartling is the largest law firm in the Nordic region and regularly receives instructions on Scandinavia's most prominent and complex financial and corporate law matters. The firm's position on the market across all practice areas is frequently confirmed by rankings in the league tables and awards institutes. Mannheimer Swartling is a full-service firm and operates as Sweden's only true lockstep partnership. Based in Sweden, but with offices in New York, Brussels, China, Germany and Russia, Mannheimer Swartling is widely regarded as the most international of the Nordic law firms. Mannheimer Swartling's strategic international footprint—combined with independent but close working relationships with leading firms in other countries—enables it to assist Nordic clients worldwide and to advise foreign companies entering or doing business in the Nordic region. Please call Hampus Thofte at 212-682-0580 for more information or visit us online at www.mannheimerswartling.com www.mannheimerswartling.se/en/
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/
Loyens & Loeff (USA) B.V.

Loyens & Loeff is an independent law firm with major offices in Belgium, the Netherlands and Luxembourg, commonly referred to as the Benelux. We are an integrated legal and tax practice with more than 850 legal and tax experts worldwide. In addition to the Benelux offices, our offices are located in major international financial centres including New York, London, Paris, Zurich, Singapore, Tokyo and Dubai. In the Benelux, Loyens & Loeff is leading in M&A, focusing on private equity and venture capital, in addition to capital markets transactions. Our integrated legal and tax approach is unmatched by any firm in our home market. Our almost 400 tax experts have consistently made us the tax law firm to go to in the Benelux. Our integrated practice model is mirrored in our New York office. Twelve lawyers and tax experts advise clients from the U.S., Canada and Latin America on M&A, international tax structuring, banking and general corporate matters, mostly on Netherlands and Luxembourg law. www.loyensloeff.com www.loyensloeff.com/en-US/Pages/Default.aspx

8th Annual

Mergers and Acquisitions Institute

Dallas Oct 18-19, 2012 Ritz-Carlton Conference Concluded

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Related products: Materials

Overview

Event Schedule

Thursday Morning, Oct. 18, 2012

Thursday Afternoon, Oct. 18, 2012

Friday Morning, Oct. 19, 2012

Conference Faculty

Robert D. Albergotti

Norman Armstrong Jr.

Kevin Boston

Wilson Chu

Richard E. Climan

Gemma Lynne Descoteaux

Byron F. Egan

Keith A. Flaum

Krista Myers Foley

Larry E. Glasgow

Steven M. Haas

Hal Hearst

J. Dean Hinderliter

Paul M. Howell

Jeffrey A. Jones

Hendrik F. Jordaan

Robert R. Kibby

Paul Koenig

Leon V. Komkov

Suzanne Kriscunas

Christine B. LaFollette

Michael P. Lynn

John Bruce McDonald

Kevin Miller

Mark A. Morton

David S. Peterman

B. Andrew Rabin

Noelle M. Reed

David C. Rex

John Rexford

James L. Rice III

David Mace Roberts

Blake Rohrbacher

Chris Ruggeri

William Savitt

Mark E. Schwarz

Anu Seam

James Spindler

Mark A. Valetti

Patricia O. Vella

Isabella Wezdecki

Damien R. Zoubek

Planning Committee

Wilson Chu—Co-Chair

Larry E. Glasgow—Co-Chair

Nicholas V. Beare

Richard E. Climan

R. Scott Cohen

Gemma Lynne Descoteaux

Byron F. Egan

John Grimes

Tom D. Harris Jr.

Thomas W. Hughes

Robert R. Kibby

Leon V. Komkov

Cookie F. Munson

Terry Orr

Michelle M. Turner

Cliff W. Vrielink

Credit Info

MCLE Credit

Other Credit

Key Dates

Dallas

Venue

Ritz-Carlton

Accommodations

Parking Information

Our Sponsors

8^th Annual

Dallas Oct 18-19, 2012 Ritz-Carlton
Conference Concluded