University of Texas School of Law
11th Annual
Mergers and Acquisitions Institute
The Premier Private M&A Conference
Dallas Oct 15-16, 2015 The Ritz-Carlton
Conference Concluded
Related products:       eConferences       Complete Conference Materials

SPONSORS
Akin Gump Strauss Hauer & Feld LLP
Alston & Bird LLP
Andrews Kurth LLP
Arendt & Medernach (Luxembourg Law Firm)
Berkeley Research Group, LLC
Blackhill Partners, LLC
Blake, Cassels & Graydon LLP (Canada)
Cooley LLP
CT, a Wolters Kluwer Business
Gardere Wynne Sewell LLP
Generational Equity, LLC
Gibson, Dunn & Crutcher LLP
Gómez-Acebo & Pombo (Spain and Portugal)
Grant Thornton LLP
Haynes and Boone, LLP
Hogan Lovells BSTL (Mexico)
Loyens & Loeff (Netherlands)
Matheson (Ireland)
McDermott Will & Emery
Morrison & Foerster LLP
Munsch Hardt Kopf & Harr, P.C.
Norton Rose Fulbright
Polsinelli PC
Practical Law
Selman Munson & Lerner, P.C.
Sidley Austin
Skadden, Arps, Slate, Meagher & Flom LLP
SRS Acquiom LLC
Stikeman Elliott LLP (Canada)
Sullivan & Cromwell LLP
Thompson & Knight LLP
Vinson & Elkins LLP
Weil, Gotshal & Manges LLP
Wells Fargo, N.A. Corporate Trust and Escrow Services
 
MEDIA PARTNERS
The Deal
Mergermarket
 

UT Law CLE

2015 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 11th 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:
  • Gain insight from experienced practitioners on how to navigate potential conflicts of interest among stakeholders in M&A transactions
  • Learn how to take advantage of the new normal in Bottoms Up: Doing Opportunistic Deals in Today’s Energy Sector
  • Explore the complexities of joint venture governance and the obligation to offer business opportunities to the joint venture or each other
  • Learn how to maximize seller leverage and take your asset from “ho-hum” to “must-have”
  • Hear the latest updates on Outcome-Determinative Default Rules under Delaware, New York, and Texas Law
The combination of an excellent program with nationally recognized speakers, prestigious U.S. and international sponsors, Fletcher’s Texas State Fair famous corny dogs, the 4th annual whiskey tasting, invaluable networking opportunities, and much more, makes this a celebration you won't want to miss!
 

UT Law CLE

2015 Mergers and Acquisitions Institute

6/20/19
Schedule

Thursday Morning, Oct. 15, 2015

Presiding Officers:
Bob Calmes, Arendt & Medernach LLC, (Luxembourg) - New York, NY
Rubén Ferrer, Gómez-Acebo & Pombo LLP (Spain) - New York, NY

7:30 am
Registration Opens

Includes continental breakfast.

8:15 am
Welcoming Remarks by Institute Co-Chairs

Wilson Chu, McDermott Will & Emery - Dallas, TX
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX

8:30 am

1.00 hr

Conflict Transactions: A Guide to Navigating Perilous Waters

Learn from experienced M&A practitioners how to navigate the actual and potential conflicts of interest that often surface in M&A transactions when dealing with significant stockholders, boards of directors, senior executives and investment bankers.

Moderator:
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX
Panelists:
Kevin Miller, Alston & Bird LLP - New York, NY
Jay Tabor, Gibson, Dunn & Crutcher LLP - Dallas, TX
Andrew R. Thompson, Cravath, Swaine & Moore LLP - New York, NY

9:30 am

1.00 hr

Eeny, Meeny, Miny, Moe: Update on Outcome-Determinative Default Rules under Delaware, New York, and Texas Law

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

Moderator:
Wilson Chu, McDermott Will & Emery - Dallas, TX
Panelists:
Wallis M. Hampton, Skadden, Arps, Slate, Meagher & Flom LLP - Houston, TX
Srinivas M. Raju, Richards, Layton & Finger, P.A. - Wilmington, DE
Christopher Torrente, Kirkland & Ellis LLP - New York, NY
Glenn D. West, Weil, Gotshal & Manges LLP - Dallas, TX

10:30 am
Break


THANK YOU TO OUR EXCLUSIVE SPONSOR
Wells Fargo, N.A.

10:45 am

1.00 hr

Bottoms Up: Doing Opportunistic Deals in Today's Energy Sector

With commodity pricing fluctuations, the pending redetermination of borrowing bases and money piling up on the sideline ready to get in the game, the expected onslaught of oil and gas M&A transactions brings with it legal concerns unique to the energy industry. Learn first-hand from experienced oil and gas M&A attorneys, investment bankers, and savvy industry dealmakers on how to gain the advantage when doing deals in this "new normal" environment.

Moderator:
J. Holt Foster III, Thompson & Knight LLP - Dallas, TX
Panelists:
John Goodgame, Akin Gump Strauss Hauer & Feld LLP - Houston, TX
Jeff Jones, Blackhill Partners, LLC - Dallas, TX
Cliff W. Vrielink, Sidley Austin LLP - Houston, TX
Jeffrey A. Zlotky, NGP Energy Capital Management, LLC - Irving, TX

11:45 am
Pick Up Lunch

Included in registration.

Thursday Afternoon, Oct. 15, 2015

Presiding Officers:
J. Freek K. Jonkhart, Loyens & Loeff (Netherlands) - Rotterdam, Netherlands
John Leopold, Stikeman Elliott LLP (Canada) - Montreal, Quebec, Canada

LUNCHEON PRESENTATION

Thank You to Our Exclusive Sponsor

CT, a Wolters Kluwer Business

12:15 pm

0.50 hr ethics

Ethical Issues in M&A Disputes

Ethical considerations in negotiating and resolving post-closing M&A disputes.

Michael A. Fahlman, Berkeley Research Group, LLC - Phoenix, AZ

 
12:45 pm
Break

1:00 pm

1.00 hr

Maximizing Seller Leverage: 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. Explore the trending tactics in processes, practices, and provisions that sophisticated sellers are using to make themselves that "must-have."

Moderator:
Tasha Hailey Hutchins, Practical Law (a Thomson Reuters solution) - Washington, DC
Panelists:
Samantha Hale Crispin, Baker Botts - Dallas, TX
Mark S. Solomon, Andrews Kurth LLP - Dallas, TX
Samer M. Zabaneh, DLA Piper LLP (US) - Austin, TX

2:00 pm

1.00 hr

When International Issues Invade Your Deal

When international issues invade your transaction, a domestic choice of law won’t be enough to save it. Learn from the experts as they discuss their list of international issues you need to consider before your next transaction.

Moderator:
John R. Bakht, CARBO Ceramics Inc. - Houston, TX
Panelists:
Michael G. O'Bryan, Morrison & Foerster LLP - San Francisco, CA
Kathleen A. Scott, Norton Rose Fulbright - New York, NY
Krishna Veeraraghavan, Sullivan & Cromwell LLP - New York, NY

3:00 pm

1.00 hr

Joint Venture Governance and Business Opportunity Issues

Joint ventures are an increasingly common vehicle for combining businesses. The continuing nature of a joint venture raises unique issues regarding the governance of the joint venture and its relationship to the other businesses of the joint venture partners. Examine alternatives for joint venture governance and the extent to which the joint ventures are obligated (by law or contract) to offer "business opportunities" to the joint venture or each other. These issues are typically addressed when the joint venture documents are negotiated, but operations under even the best documents can present unforeseen issues, including some that arise as a result of subsequent case law.

Moderator:
Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Panelists:
Gemma L. Descoteaux, Polsinelli PC - Dallas, TX
Tom D. Harris Jr., Haynes and Boone, LLP - Dallas, TX
Marc Rose, Vinson & Elkins LLP - Dallas, TX

4:00 pm
5th Annual Byron Egan Whiskey Tasting and Coffee Break

Join us for a tasting to find the difference between Irish and Scotch whiskeys.

THANK YOU TO OUR EXCLUSIVE SPONSOR
Sullivan & Cromwell LLP

4:30 pm

1.25 hrs

Negotiating the Private Company Deal: A Mock Negotiation of Today's—and Tomorrow's—Hot Issues

A mock negotiation highlighting key issues in private company deals.

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

5:45 pm
Adjourn

Cocktail Reception

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

THANK YOU TO OUR EXCLUSIVE SPONSOR
Sidley Austin

Friday Morning, Oct. 16, 2015

Presiding Officers:
Mark R. T. Adkins, Blake, Cassels & Graydon LLP (Canada) - New York, NY
Patrick Spicer, Matheson (Ireland) - Dublin, Ireland

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:
Craig A. Menden, Cooley LLP - Palo Alto, CA
Panelists:
Michael J. Kendall, Goodwin Procter LLP - Boston, MA
Robert R. Kibby, Munsch Hardt Kopf & Harr, P.C. - Dallas, TX
Paul Koenig, SRS Acquiom LLC - Denver, CO

9:30 am

1.00 hr

Enforceability of Obligations Against Non-Signatories in Private Mergers

Can you bind stockholders to the terms of your deal without their express say so? And what counts as express say so? Learn how to navigate this developing area in the wake of Cigna.

Jessica C. Pearlman, K&L Gates LLP - Seattle, WA
Patricia O. Vella, Morris, Nichols, Arsht & Tunnell LLP - Wilmington, DE

10:30 am

1.00 hr

Corporate Carveouts and Divestitures

A discussion of the complexities involved when preparing for an auction and understanding auction dynamics; allocating assets, liabilities and other resources; addressing financial statement and other accounting issues; negotiating TSAs; dealing with employee matters, including retirement plan assets, stock options and bonuses; challenges with respect to attorney-client privilege; and other tricky issues.

Moderator:
Michael T. Peters, Locke Lord LLP - Houston, TX
Panelists:
Eric Burgess, Grant Thornton LLP - Dallas, TX
Barbara Papas, The McLean Group, LLC - Addison, TX
David C. Rex, Prophet Equity LP - Southlake, TX
Paul J. Shim, Cleary Gottlieb Steen & Hamilton LLP - New York, NY

11:30 am
Adjourn

UT Law CLE

2015 Mergers and Acquisitions Institute

Faculty

Conference Faculty

John R. Bakht
CARBO Ceramics Inc.
Houston, TX
Eric Burgess
Grant Thornton LLP
Dallas, TX
Wilson Chu
McDermott Will & Emery
Dallas, TX
Richard E. Climan
Weil, Gotshal & Manges LLP
Redwood City, CA
Samantha Hale Crispin
Baker Botts
Dallas, TX
Gemma L. Descoteaux
Polsinelli PC
Dallas, TX
Byron F. Egan
Jackson Walker L.L.P.
Dallas, TX
Michael A. Fahlman
Berkeley Research Group, LLC
Phoenix, AZ
J. Holt Foster III
Thompson & Knight LLP
Dallas, TX
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
Wallis M. Hampton
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
Tom D. Harris Jr.
Haynes and Boone, LLP
Dallas, TX
Tasha Hailey Hutchins
Practical Law (a Thomson Reuters solution)
Washington, DC
Jeff Jones
Blackhill Partners, LLC
Dallas, TX
Michael J. Kendall
Goodwin Procter LLP
Boston, MA
Robert R. Kibby
Munsch Hardt Kopf & Harr, P.C.
Dallas, TX
Paul Koenig
SRS Acquiom LLC
Denver, CO
Craig A. Menden
Cooley LLP
Palo Alto, CA
Kevin Miller
Alston & Bird LLP
New York, NY
Michael G. O'Bryan
Morrison & Foerster LLP
San Francisco, CA
Barbara Papas
The McLean Group, LLC
Addison, TX
Jessica C. Pearlman
K&L Gates LLP
Seattle, WA
Michael T. Peters
Locke Lord LLP
Houston, TX
Srinivas M. Raju
Richards, Layton & Finger, P.A.
Wilmington, DE
David C. Rex
Prophet Equity LP
Southlake, TX
Marc Rose
Vinson & Elkins LLP
Dallas, TX
Kathleen A. Scott
Norton Rose Fulbright
New York, NY
Paul J. Shim
Cleary Gottlieb Steen & Hamilton LLP
New York, NY
Mark S. Solomon
Andrews Kurth LLP
Dallas, TX
Jay Tabor
Gibson, Dunn & Crutcher LLP
Dallas, TX
Andrew R. Thompson
Cravath, Swaine & Moore LLP
New York, NY
Christopher Torrente
Kirkland & Ellis LLP
New York, NY
Krishna Veeraraghavan
Sullivan & Cromwell LLP
New York, NY
Patricia O. Vella
Morris, Nichols, Arsht & Tunnell LLP
Wilmington, DE
Cliff W. Vrielink
Sidley Austin LLP
Houston, TX
Glenn D. West
Weil, Gotshal & Manges LLP
Dallas, TX
Samer M. Zabaneh
DLA Piper LLP (US)
Austin, TX
Jeffrey A. Zlotky
NGP Energy Capital Management, LLC
Irving, TX

Planning Committee

Larry E. Glasgow—Co-Chair
Gardere Wynne Sewell LLP
Dallas, TX
Wilson Chu—Co-Chair
McDermott Will & Emery
Dallas, TX
Michelle Ann Alldredge
The University of Texas School of Law
Austin, TX
Elizabeth C. Brandon
Vinson & Elkins LLP
Dallas, TX
Richard E. Climan
Weil, Gotshal & Manges LLP
Redwood City, 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
Robert B. Little
Gibson, Dunn & Crutcher LLP
Dallas, TX
Cookie F. Munson
Surveying And Mapping, Inc. (SAM, Inc.)
Austin, TX
Noelle M. Reed
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
Rhett A. Van Syoc
Kirkland & Ellis 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

2015 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.  
Delaware
10.30 hrs
Illinois
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. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will verify the number of Illinois attorneys in attendance within 10 days after the conference. Self report your credit to the MCLE Board of the Supreme Court of Illinois. UT Law CLE will maintain Attendance Records for four years.
Indiana
10.30 hrs
Additional Information
At the conference, you will need to sign in on the Record of Attendance form at the registration desk. UT Law CLE will report credit on your behalf to the Indiana Commission for Continuing Legal Education within 30 days after the conference. You will receive a Certificate of Attendance at the conference to keep for your records.
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  |  0.50 hrs Ethics
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.
Pennsylvania
10.00 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 the Pennsylvania CLE Board Credit Request Form and approval documentation to self-report credit directly to the Pennsylvania CLE Board. 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.  
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

2015 Mergers and Acquisitions Institute

Key Dates

Dallas

  • Last day for Individual early registration: Oct 7, 2015
    Add $100 for registrations received after this time
  • Last day for cancellation (full refund): Oct 9, 2015
  • Last day for cancellation (partial refund): Oct 12, 2015
    $50 processing fee applied

UT Law CLE

2015 Mergers and Acquisitions Institute

Hotel / Venue

Dallas

The Ritz-Carlton

2121 McKinney Avenue
Dallas, TX
800.960.7082 (reservations)

Accommodations

$379 room rate good through September 14, 2015 (subject to availability). 

Parking Information

Valet only:  $15 day, $25 overnight

UT Law CLE

2015 Mergers and Acquisitions Institute

Sponsors