University of Texas School of Law
10th Annual
Mergers and Acquisitions Institute
The Leading Private M&A Conference West of the Hudson
Dallas Oct 16-17, 2014 Ritz-Carlton
Conference Concluded
Related products: eConferences, Materials

SPONSORS
Alston & Bird LLP
Blackhill Partners, LLC
Blake, Cassels & Graydon LLP (Canada)
Fortis Advisors
Gardere Wynne Sewell LLP
Generational Equity, LLC
Gibson, Dunn & Crutcher LLP
Gómez-Acebo & Pombo (Spain)
Grant Thornton LLP
Haynes and Boone, LLP
Hogan Lovells BSTL (Mexico)
Intelligize, Inc.
J.P. Morgan
K&L Gates LLP
Latham & Watkins LLP
Loyens & Loeff (Netherlands)
Matheson (Ireland)
Munsch Hardt Kopf & Harr, P.C.
Norton Rose Fulbright
Paul Hastings LLP
Polsinelli PC
Practical Law
Selman Munson & Lerner, P.C.
Sidley Austin LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Stibbe (Netherlands, Belgium, Luxembourg)
Sullivan & Cromwell LLP
Thompson & Knight LLP
Thomson Reuters Business Law Solutions
Vinson & Elkins LLP
Weil, Gotshal & Manges LLP
Willis North America

MEDIA PARTNERS
The Deal
mergermarket

UT Law CLE

2014 Mergers and Acquisitions Institute

Program Features
UT Law’s Mergers and Acquisitions Institute has gained a reputation among deal lawyers, corporate development officers, investment bankers, private equity investors, hedge fund managers and other legal and financial practitioners as the leading private M&A conference of its kind in the United States. Now in its 10th year, this program examines the latest deal trends, structures, pitfalls and opportunities in M&A, includes nationally and internationally recognized speakers, and provides invaluable networking opportunities to network with leading M&A lawyers and corporate development officers in Texas and the Southwest.
 
Key reasons to attend:
  • Learn what can happen when you go-silent during The Deal Lawyer’s Essential Comparison of (Possibly) Outcome Determinative Gap Fillers under Delaware, New York . . .and Texas Law
  • It’s Good to Be King: Key Issues for Serial Buyers explores key strategic and financial issues that face serial buyers when planning and executing transactions
  • Gain insight on the trends, current practices and legal developments of preparing and negotiating preliminary agreements for successful deal-making
  • Joint Venture Critical Issues: Formation, Governance, Competition and Exits discusses critical and complex issues that arise in JVs
  • Learn about the trending tactics in processes, practices and provisions to maximize seller leverage
  • Representation and Warranty Insurance Policies: They’re Real and They’re Spectacular!
The combination of an excellent program with exceptional speakers, prestigious U.S. and international sponsors, serving up Fletcher’s Texas State Fair famous corny dogs, the 4th annual whiskey tasting, invaluable networking opportunities, and much more, make this celebration one you won't want to miss!
 
 

UT Law CLE

2014 Mergers and Acquisitions Institute

10/23/19
Schedule

Thursday Morning, Oct. 16, 2014

Presiding Officers:
Mark R. T. Adkins, Blakes (Canada) - New York, NY
Patrick Spicer, Matheson (Ireland) - Dublin, Ireland

7:30 am
Registration Opens

Includes continental breakfast.

8:15 am
Welcoming Remarks by Institute Co-Chairs

Wilson Chu, K&L Gates LLP - Dallas, TX
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX

8:30 am

1.00 hr

Shale Revolution Survival Guide for Dealmakers

Whether you are a generalist or an energy specialist, the legal practice of oil and gas M&A transactions continues to be shaped by the U.S. shale revolution. Transactions in the oil patch, including the document provisions negotiated in them, often have unique aspects compared to more typical deal terms that most M&A attorneys have come to know and rely upon. Learn first-hand from experienced oil and gas M&A attorneys, investment bankers and leading industry dealmakers how transactions are being viewed and structured in our economy’s hottest sector.

Moderator:
J. Holt Foster III, Thompson & Knight LLP - Dallas, TX
Panelists:
John Goodgame, Akin Gump Strauss Hauer & Feld LLP - Houston, TX
Christopher D. Ray, NGP Energy Capital Management, LLC - Irving, TX
Marc Rose, Vinson & Elkins LLP - Dallas, TX
Ray Strong, Evercore Partners Inc. - Houston, TX

9:30 am

1.25 hrs

Eeny, Meeny, Miny, Moe: The Deal Lawyer’s Essential Comparison of (Possibly) Outcome-Determinative Gap Fillers under Delaware, New York…and Texas Law

Going-silent could be pro-buyer or pro-seller depending on the law you pick. Comparing key jurisdictions, separate fact from fiction on what happens when you go-silent or when you test the freedom-of-contract limits of common, yet potentially outcome-determinative deal points.

Moderator:
Wilson Chu, K&L Gates LLP - Dallas, TX
Panelists:
Noelle M. Reed, Skadden, Arps, Slate, Meagher & Flom LLP - Houston, TX
Myron T. Steele, Potter Anderson & Corroon LLP - Wilmington, DE
Rhett A. Van Syoc, Kirkland & Ellis LLP - Houston, TX
Glenn D. West, Weil, Gotshal & Manges LLP - Dallas, TX

10:45 am
Break

11:15 am

1.00 hr

Update on Confidentiality, Letters of Intent and Other Preliminary Agreements

Preliminary agreements set the table for a successful deal and significantly impact the parties’ rights and remedies if the deal gets derailed. Gain insight on trends, current practices, legal developments and things to watch for when preparing and negotiating these agreements. 

Moderator:
Robert R. Kibby, Munsch Hardt Kopf & Harr, P.C. - Dallas, TX
Panelists:
Igor Kirman, Wachtell, Lipton, Rosen & Katz - New York, NY
Robert B. Little, Gibson, Dunn & Crutcher LLP - Dallas, TX
Kevin Miller, Alston & Bird LLP - New York, NY

12:15 pm
Pick Up Lunch

Included in registration.

Thursday Afternoon, Oct. 16, 2014

Presiding Officers:
M. Jorge Yáñez V., Hogan Lovells BSTL (Mexico) - San Pedro Garza García, NL
Bas Vletter, Loyens & Loeff (Netherlands) - New York, NY

LUNCHEON PRESENTATION

12:35 pm

0.50 hr ethics

Ethics and Professionalism for the M&A Lawyer

A focus on the pitfalls and liability concerns of attorneys counseling in the M&A setting as well as from the general perspective of the corporate attorney in the advisory context. With the increased exposure that law firms and attorneys face in malpractice and related actions, key areas of concern for both in-house and outside counsel are addressed. Although liability under federal law in private actions now is greatly diminished in view of the U.S. Supreme Court's decision in Janus Capital, investor lawsuits based on state law against attorneys comprise a significant feature of the litigation landscape.  

Marc I. Steinberg, SMU Dedman School of Law - Dallas, TX

 
1:05 pm
Break

1:15 pm

1.00 hr

Maximizing Seller Leverage: An Update on Pivotal Processes, Practices and Provisions

Despite the current M&A activity level and the large number of buyers in the market, not all sellers are created equal. Seller leverage, whether real or perceived, can make the difference between a buyer’s view of the seller as an “absolute must have” or a “ho hum” asset. Learn about the trending tactics in processes, practices and provisions that sophisticated sellers are using to make themselves that “must have.”  
 

Moderator:
Carl R. Sanchez, Paul Hastings LLP - San Diego, CA
Panelists:
Gemma L. Descoteaux, Polsinelli PC - Dallas, TX
Jeff Jones, Blackhill Partners, LLC - Dallas, TX
Mark S. Solomon, Andrews Kurth LLP - Dallas, TX

2:15 pm

1.00 hr

It's Good to Be King: Key Issues for Serial Buyers

Does practice make perfect? This panel explores key issues that face serial buyers, strategic as well as financial, when planning and executing transactions. Hear practical insights relating to pre- and post-closing strategies designed to give serial buyers the strategic edge, including approaches to critical deal terms, best practices in deal execution, and successful development and execution of the all-important integration plan.

Moderator:
Tasha Hailey Hutchins, Practical Law (a Thomson Reuters solution) - Washington, DC
Panelists:
Sal Fira, Grant Thornton LLP - Dallas, TX
Michael J. Tierney, Thomson Reuters - Eagan, MN
Krishna Veeraraghavan, Sullivan & Cromwell LLP - New York, NY

3:15 pm

1.00 hr

Joint Venture Critical Issues: Formation, Governance, Competition and Exits

Structuring, negotiating and executing a successful joint venture is no easy feat. A discussion of some of the most critical and complex issues that arise in virtually all JVs: formation, governance, competition and exits. Critical provisions of preliminary and definitive documents for joint ventures are provided. Understanding the twists and turns of these legal and practical nuances could make the difference between your next JV being a home run or a whiff.

Moderator:
Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Panelists:
Michael P. Lynn, Lynn Tillotson Pinker & Cox, LLP - Dallas, TX
Srinivas M. Raju, Richards, Layton & Finger, P.A. - Wilmington, DE
Paul J. Shim, Cleary Gottlieb Steen & Hamilton LLP - New York, NY

4:15 pm
Break

4th Annual Byron Egan Whiskey Tasting and Coffee Break

Thank You to Our Sponsor

Sullivan & Cromwell LLP

4:45 pm

1.00 hr

Negotiating Deals in the Technology Sector

A mock negotiation highlighting essential issues involved in buying or selling a technology-focused business.

Richard E. Climan, Weil, Gotshal & Manges LLP - Silicon Valley, CA
Joel I. Greenberg, Kaye Scholer LLP - New York, NY

5:45 pm
Adjourn to Cocktail Reception

Join us for drinks and hors d'oeuvres with program faculty and attendees.

Friday Morning, Oct. 17, 2014

Presiding Officers:
Rubén Ferrer, Gómez-Acebo & Pombo LLP (Spain) - New York, NY
Eva Das, Stibbe (Netherlands) - New York, NY

7:30 am
Conference Room Opens

Includes continental breakfast.

8:30 am

1.00 hr

Trending Issues in Negotiation of Indemnification Provisions

Risk allocation continues to be one of the most important and nuanced subjects in structuring private target M&A transactions. Review recent trends and developments in the indemnification arena and learn what practitioners need to know today and tomorrow.

Moderator:
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX
Panelists:
Richard D. Anigian, Haynes and Boone, LLP - Dallas, TX
Rick Fink, Fortis Advisors - La Jolla, CA
Timothy P. FitzSimons, Latham & Watkins LLP - Chicago, IL
Eric L. Schiele, Cravath, Swaine & Moore LLP - New York, NY

9:30 am

1.00 hr

Developments in Acquisition Finance

2007 called. It wants its PIK toggles and dividend recaps back. As M&A activity continues to heat up, how far will the acquisition finance pendulum swing from borrower-friendly towards borrow-giddy? From the unitranches to enhanced borrower optionality, learn the hot topics and loan provisions that are fueling today’s increasingly frothy dealmaking.

Julia B. Buthman, Prudential Capital Group - Dallas, TX
Kelly M. Dybala, Sidley Austin LLP - Dallas, TX
Robert J.B. Lenhardt, ORIX Corporate Capital - Dallas, TX
Jason Kyrwood, Davis Polk & Wardwell LLP - New York, NY

10:30 am
Break

11:00 am

1.00 hr

Representation and Warranty Insurance Policies: They're Real and They're Spectacular!

Insurance covering representations and warranties in purchase agreements has evolved significantly in recent years and is increasingly being utilized in today’s growing M&A market. Buyers are seeking to enhance their bids by incorporating the insurance into their bid draft while sellers are utilizing the product to backstop their indemnification obligation to allow distribution of sale proceeds, or to minimize escrow and indemnification obligations by proposing a buyer-side policy in an auction process to facilitate a clean exit. An overview of the current trends in the representations and warranties insurance market, including the terms and conditions of the policies and the strategic use of the product, and how transaction agreements should be drafted to address the insurance.

Moderator:
Daniel L. Mark, Norton Rose Fulbright - Houston, TX
Panelists:
Hani Farid, JP Morgan Chase Bank, N.A. - Houston, TX
Kim Gladney, Ambridge Partners LLC - New York, NY
Christopher R. May, Simpson Thacher & Bartlett LLP - Houston, TX
William M. Monat, Willis North America Inc. - Chicago, IL

12:00 pm
Adjourn

UT Law CLE

2014 Mergers and Acquisitions Institute

Faculty

Conference Faculty

Richard D. Anigian
Haynes and Boone, LLP
Dallas, TX
Julia B. Buthman
Prudential Capital Group
Dallas, TX
Wilson Chu
K&L Gates LLP
Dallas, TX
Richard E. Climan
Weil, Gotshal & Manges LLP
Silicon Valley, CA
Gemma L. Descoteaux
Polsinelli PC
Dallas, TX
Kelly M. Dybala
Sidley Austin LLP
Dallas, TX
Byron F. Egan
Jackson Walker L.L.P.
Dallas, TX
Hani Farid
JP Morgan Chase Bank, N.A.
Houston, TX
Rick Fink
Fortis Advisors
La Jolla, CA
Sal Fira
Grant Thornton LLP
Dallas, TX
Timothy P. FitzSimons
Latham & Watkins LLP
Chicago, IL
J. Holt Foster III
Thompson & Knight LLP
Dallas, TX
Kim Gladney
Ambridge Partners LLC
New York, NY
Larry E. Glasgow
Gardere Wynne Sewell LLP
Dallas, TX
John Goodgame
Akin Gump Strauss Hauer & Feld LLP
Houston, TX
Joel I. Greenberg
Kaye Scholer LLP
New York, NY
Tasha Hailey Hutchins
Practical Law (a Thomson Reuters solution)
Washington, DC
Jeff Jones
Blackhill Partners, LLC
Dallas, TX
Robert R. Kibby
Munsch Hardt Kopf & Harr, P.C.
Dallas, TX
Igor Kirman
Wachtell, Lipton, Rosen & Katz
New York, NY
Jason Kyrwood
Davis Polk & Wardwell LLP
New York, NY
Robert J.B. Lenhardt
ORIX Corporate Capital
Dallas, TX
Robert B. Little
Gibson, Dunn & Crutcher LLP
Dallas, TX
Michael P. Lynn
Lynn Tillotson Pinker & Cox, LLP
Dallas, TX
Daniel L. Mark
Norton Rose Fulbright
Houston, TX
Christopher R. May
Simpson Thacher & Bartlett LLP
Houston, TX
Kevin Miller
Alston & Bird LLP
New York, NY
William M. Monat
Willis North America Inc.
Chicago, IL
Srinivas M. Raju
Richards, Layton & Finger, P.A.
Wilmington, DE
Christopher D. Ray
NGP Energy Capital Management, LLC
Irving, TX
Noelle M. Reed
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
Marc Rose
Vinson & Elkins LLP
Dallas, TX
Carl R. Sanchez
Paul Hastings LLP
San Diego, CA
Eric L. Schiele
Cravath, Swaine & Moore LLP
New York, NY
Paul J. Shim
Cleary Gottlieb Steen & Hamilton LLP
New York, NY
Mark S. Solomon
Andrews Kurth LLP
Dallas, TX
Myron T. Steele
Potter Anderson & Corroon LLP
Wilmington, DE
Marc I. Steinberg
SMU Dedman School of Law
Dallas, TX
Ray Strong
Evercore Partners Inc.
Houston, TX
Michael J. Tierney
Thomson Reuters
Eagan, MN
Rhett A. Van Syoc
Kirkland & Ellis LLP
Houston, TX
Krishna Veeraraghavan
Sullivan & Cromwell LLP
New York, NY
Glenn D. West
Weil, Gotshal & Manges LLP
Dallas, TX

Planning Committee

Wilson Chu—Co-Chair
K&L Gates LLP
Dallas, TX
Larry E. Glasgow—Co-Chair
Gardere Wynne Sewell LLP
Dallas, TX
Elizabeth C. Brandon
Vinson & Elkins LLP
Dallas, TX
Richard E. Climan
Weil, Gotshal & Manges LLP
Silicon Valley, CA
R. Scott Cohen
Jones Day
Dallas, TX
Gemma L. Descoteaux
Polsinelli PC
Dallas, TX
Byron F. Egan
Jackson Walker L.L.P.
Dallas, TX
Sal Fira
Grant Thornton LLP
Dallas, TX
J. Holt Foster III
Thompson & Knight LLP
Dallas, TX
Tom D. Harris Jr.
Haynes and Boone, LLP
Dallas, TX
Thomas W. Hughes
Norton Rose Fulbright
Dallas, TX
Jeff Jones
Blackhill Partners, LLC
Dallas, TX
Robert R. Kibby
Munsch Hardt Kopf & Harr, P.C.
Dallas, TX
Leon V. Komkov
Longroad Asset Management, LLC
Austin, TX
Neel Lemon
Baker Botts
Dallas, TX
Hollis L. Levy
The University of Texas School of Law
Austin, TX
Robert B. Little
Gibson, Dunn & Crutcher LLP
Dallas, TX
John B. McKnight
Locke Lord LLP
Dallas, TX
Mark A. Morton
Potter Anderson & Corroon LLP
Wilmington, DE
Cookie F. Munson
Surveying And Mapping, Inc. (SAM, Inc.)
Austin, TX
Noelle M. Reed
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
Cliff W. Vrielink
Sidley Austin LLP
Houston, TX
Glenn D. West
Weil, Gotshal & Manges LLP
Dallas, TX
Sean T. Wheeler
Latham & Watkins LLP
Houston, TX

UT Law CLE

2014 Mergers and Acquisitions Institute

Credit Information

MCLE Credit

Texas
10.75 hrs  |  0.50 hrs Ethics
Additional Information
A Texas MCLE Reporting Form will be included in your course materials. Please complete and return to the registration desk and UT Law CLE will report credit on your behalf to the State Bar of Texas, or you can self-report your credit directly to the State Bar of Texas at texasbar.com. A Certificate of Attendance will be provided at the conference to keep for your records.  
California
10.75 hrs  |  0.50 hrs Ethics
Additional Information
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 will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will maintain Attendance Records for four years.  
New Jersey
12.00 hrs
Additional Information
As The University of Texas School of Law is a State Bar of Texas approved MCLE provider (Sponsor #13), our courses are presumptively approved for MCLE credit based on a 50-minute credit hour, and in accordance with the Regulations of the Supreme Court of New Jersey Board on Continuing Legal Education. More information and details can be found at Regulation 2.01:4.

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 Supreme Court of New Jersey Board on Continuing Legal Education. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will maintain Attendance Records for four years.  
New York
12.50 hrs
Additional Information
As The University of Texas School of Law is a State Bar of California approved MCLE provider (#1944), and the State Bar of California is a New York Approved Jurisdiction, our courses are approved for MCLE credit based on a 50-minute credit hour, and in accordance with the Program Rules and the Regulations and Guidelines of the New York State Continuing Legal Education Board. More information and details can be found at Section 6 of the Regulations and Guidelines.

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 New York State Bar Association. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will maintain Attendance Records for four years.  
Oklahoma
13.00 hrs  |  0.50 hrs Ethics
Additional Information
At the conference, you will need to sign in on the Record of Attendance form at the registration desk. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.
Other States
Note on Self-Reporting Your Credits in Another State
If you wish to satisfy MCLE or other professional education requirements in another state for a program offered by the University of Texas School of Law, please check with the state bar or other licensing authority in that state before taking the program to ensure it will qualify for self-reporting your credits.

Other Credit

TX Accounting CPE
12.50 hrs
Additional Information
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.  

UT Law CLE

2014 Mergers and Acquisitions Institute

Key Dates

Dallas

  • Last day for Individual early registration: Oct 3, 2014
    Add $100 for registrations received after this time
  • Last day for Group Special 1 early registration: Oct 3, 2014
    Add $100 for registrations received after this time
  • Last day for Group Special 2 early registration: Oct 3, 2014
    Add $100 for registrations received after this time
  • Last day for cancellation (full refund): Oct 10, 2014
  • Last day for cancellation (partial refund): Oct 13, 2014
    $100 processing fee applied

UT Law CLE

2014 Mergers and Acquisitions Institute

Hotel / Venue

Dallas

Ritz-Carlton

2121 McKinney Avenue
Dallas, TX
800.960.7082 (reservations)

Accommodations

$359 good through September 23, 2014 (subject to availability).
To reserve your room online, select the dates and enter Group Code UTLUTLA
 

Parking Information

Valet only:  $15 day, $30 overnight.

UT Law CLE

2014 Mergers and Acquisitions Institute

Sponsors