University of Texas School of Law
12th Annual
Mergers and Acquisitions Institute
America's Premier Private M&A Conference
Dallas Oct 20-21, 2016 The Ritz-Carlton
Conference Concluded
Related products: eConferences, Materials
SPONSORS
Akin Gump Strauss Hauer & Feld LLP
Alston & Bird LLP

Andrews Kurth
Appleby
Arendt & Medernach (Luxembourg)
Baker Botts L.L.P.
Barnes & Thornburg LLP
Blackhill Partners, LLC
Blake, Cassels & Graydon LLP (Canada)
Citi Private Bank
Gardere Wynne Sewell LLP
Gibson, Dunn & Crutcher LLP
Gómez-Acebo & Pombo (Spain and Portugal)
Grant Thorton LLP
Haynes and Boone, LLP
Intelligize, Inc.
Kirkland & Ellis LLP
Loyens & Loeff (Netherlands)
Matheson (Ireland)
McDermott Will & Emery LLP
Morrison & Foerster LLP
Munsch Hardt Kopf & Harr, P.C.
Polsinelli PC
Practical Law
Selman Munson & Lerner, P.C.
Sidley Austin LLP
Skadden, Arps, Slate, Meagher & Flom LLP

Stikeman Elliot LLP (Canada)
Sullivan & Cromwell LLP
Thompson & Knight LLP
Vinson & Elkins LLP
Walkers

Wilmington Trust, N.A. Corporate Trust and Escrow Services
Weil, Gotshal & Manges LLP
Wells Fargo Bank, N.A. - Corporate Trust and Escrow Services

MEDIA PARTNERS
The Deal
Mergermarket

UT Law CLE

2016 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 12th 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 about developments in drag-alongs and other minority shareholder squeeze-out techniques
  • Gain insight from experienced practitioners in Texas Twists: An Essential Guide to Key Texas Law M&A Issues
  • Explore the challenges in structuring and executing growth equity deals
  • Rethink the common wisdom and revisit encrusted boilerplate language in M&A agreements
  • Learn how to structure energy deals amidst today’s price volatility
  • Explore the good, the bad, and the ugly of concepts and developments from public target deals that bleed into private target M&A
  • Hear the latest updates on Trending Issues in Negotiation of Indemnification Agreements
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 6th annual whiskey tasting, invaluable networking opportunities, and much more, makes this a celebration you won't want to miss!

UT Law CLE

2016 Mergers and Acquisitions Institute

10/19/19
Schedule

Thursday Morning, Oct. 20, 2016

Presiding Officers:
Frédéric Franckx, Loyens & Loeff (Netherlands) - Rotterdam, Netherlands
John Leopold, Stikeman Elliott LLP (Canada) - Montreal, Quebec, Canada

7:30 am
Registration Opens

Includes continental breakfast

8:15 am
Welcoming Remarks by Institute Co-Chairs

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

8:30 am

1.00 hr

Winning Strategies for the Financial Buyer in Today’s Seller’s Market

It’s a seller’s market, with buyers plentiful and debt financing available at record low interest rates. What can financial buyers do to distinguish themselves from the pack?

Moderator:
Paul J. Shim, Cleary Gottlieb Steen & Hamilton LLP - New York, NY
Panelists:
Adam Fliss, TPG Capital - San Francisco, CA
David Hallett, Lazard Middle Market LLC - Minneapolis, MN
Michael A. Saslaw, Vinson & Elkins LLP - Dallas, TX

9:30 am

1.00 hr

Kicking and Screaming: Developments in Drag-Alongs and Other Minority Stockholder Squeeze-Out Techniques

A wide-ranging discussion, viewed from the standpoint of both the minority ownership and the majority ownership, on planning for, implementing and, as necessary, resolving disputes related to, situations involving minority ownership stakes. The panel will review recent developments in this area as well as current best practices in dealing with issues that range from orderly process to confrontation.

Moderator:
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX
Panelists:
Gemma L. Descoteaux, Polsinelli PC - Dallas, TX
Darren C. Hauck, Alston & Bird LLP - Dallas, TX
Robert B. Little, Gibson, Dunn & Crutcher LLP - Dallas, TX
Patricia O. Vella, Morris, Nichols, Arsht & Tunnell LLP - Wilmington, DE

10:30 am
Break


Thank You to Our Exclusive Sponsor
Wells Fargo Bank, N.A. - Corporate Trust and Escrow Services

10:45 am

1.00 hr

Key Issues in Structuring and Negotiating Growth Equity Investments

Growth equity—a cross between venture capital and buyouts—continues to gain favor as an emerging class of dealmaking opportunity. Explore the challenges in structuring and executing the growth equity deal that balances the entrepreneurial flavor of venture capital with the complexity of a buyout’s focus on companies with operating histories, complex capitalization, and often, international operations.

Moderator:
Christopher Torrente, Kirkland & Ellis LLP - New York, NY
Panelists:
Jeremiah Gordon, Google Capital - Mountain View, CA
Michael J. Kendall, Goodwin Procter LLP - Boston, MA
John P. Romney, Levine Leichtman Capital Partners - Dallas, TX

11:45 am
Pick Up Lunch

Included in registration

Thursday Afternoon, Oct. 20, 2016

Presiding Officers:
Rubén Ferrer, Gómez-Acebo & Pombo (Spain and Portugal) - New York, NY
Matthew L. Rush, Walkers (Cayman Islands) - George Town, Cayman Islands

LUNCHEON PRESENTATION

Thank You to Our Exclusive Sponsor

Wilmington Trust, N.A. Corporate Trust and Escrow Services

12:15 pm

0.50 hr

Texas Gunfights: A Backstage Pass to Recent High Profile M&A Cases in Texas

Behind every merger and acquisition, there's a story about how they came together and the lawyers who led them. Mark Curriden takes a peak behind the curtain and spills secrets in some of the biggest deals in Texas during the past few years.

Mark Curriden, The Texas Lawbook - Addison, TX
Moderator:
Wilson Chu, McDermott Will & Emery LLP - Dallas, TX

 
12:45 pm
Break

1:00 pm

1.00 hr

Public Company Creep

Explore the good, the bad, and the ugly of concepts and developments from public target deals that bleed into private target M&A.

Moderator:
Krishna Veeraraghavan, Sullivan & Cromwell LLP - New York, NY
Panelists:
Timothy P. FitzSimons, Jones Day - Chicago, IL
Michael G. O'Bryan, Morrison & Foerster LLP - San Francisco, CA
Claudia Simon, Schulte Roth & Zabel - New York, NY

2:00 pm

1.00 hr ethics

Negotiating Ethics?

When it comes to ethics in negotiations, it's anything but anything-goes. Could a tiny white lie here and a teeny puffing there mean the difference between getting the deal done and getting disbarred? This presentation addresses these questions and more as the speakers ask, "Are you smarter than a first-year associate?"

Wilson Chu, McDermott Will & Emery LLP - Dallas, TX
Barrett R. Howell, Bracewell - Dallas, TX

3:00 pm

0.75 hr

​Texas Twists: An Essential Guide to Key Texas Law M&A Issues

Texas law governs many M&A agreements and differs in important respects from the laws of some other states. Hear experienced M&A lawyers address the latest Texas law on several recurring issues, including best efforts, choice of law and forum and jury trial waivers, common law fraud (including provisions to eliminate the element of reliance), implied covenant of good faith and fair dealing, fiduciary duties of directors, indemnification (including the express negligence doctrine), and sandbagging.

Moderator:
Byron F. Egan, Jackson Walker LLP - Dallas, TX
M. Preston Bernhisel, Baker Botts - Dallas, TX
Panelists:
Robert R. Kibby, Munsch Hardt Kopf & Harr, P.C. - Dallas, TX
Bradley L. Whitlock, Scheef & Stone, L.L.P. - Dallas, TX

3:45 pm
6th Annual Byron Egan Whiskey Tasting and Coffee Break

Join us for a tasting of Byron Egan's favorite Irish and Scotch whiskeys
 
Thank You to Our Exclusive Sponsor
Sullivan & Cromwell LLP

4:15 pm

1.25 hrs

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

Watch 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

5:30 pm
Adjourn

Cocktail Reception

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

Thank You to Our Exclusive Sponsor
Munsch Hardt Kopf & Harr, P.C.

Friday Morning, Oct. 21, 2016

Presiding Officers:
Mark R. T. Adkins, Blake, Cassels & Graydon LLP (Canada) - New York, NY
Dylan Wiltermuth, Appleby (Grand Cayman) - Cayman Islands

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:
Elizabeth C. Brandon, Barnes & Thornburg LLP - Dallas, TX
Tom D. Harris Jr., Haynes and Boone, LLP - Dallas, TX
Jessica C. Pearlman, K&L Gates LLP - Seattle, WA
Mark S. Solomon, Andrews Kurth - Dallas, TX

9:30 am

1.00 hr

Encrusted Boilerplate in M&A Agreements: Rethinking the Common Wisdom

It is said that transactional lawyers only learn to practice law after they graduate from law school, and it is true that there have traditionally been few offerings in the "how" of practicing transactional law in law school. But it is also true that many practicing transactional lawyers believe they no longer need to read cases to practice, and instead rely upon forms handed down to them by their mentors. Explore some of the "encrusted boilerplate" often contained in form agreements many transactional lawyers use, without any conception of what some of this encrusted boilerplate actually means, as interpreted by the courts in recent caselaw.

Noelle M. Reed, Skadden, Arps, Slate, Meagher & Flom LLP - Houston, TX
Glenn D. West, Weil, Gotshal & Manges LLP - Dallas, TX

10:30 am

1.00 hr

From Peak to Trough: Structuring Energy Deals in a Volatile Market

Price volatility in the oil and gas industry is creating significant uncertainty and greatly impacting M&A decisions. Lawyers need to know how to structure deals in this unpredictable environment to mitigate client’s risk exposure and bridge this uncertainty. Hear first hand from investment bankers, private equity firms, and lawyers on the front lines, how deals are getting done and what not to do.

Moderator:
J. Holt Foster III, Thompson & Knight LLP - Dallas, TX
Panelists:
John Goodgame, Akin Gump Strauss Hauer & Feld LLP - Houston, TX
Paul E. Heath, Vinson & Elkins LLP - Dallas, 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

11:30 am
Adjourn

UT Law CLE

2016 Mergers and Acquisitions Institute

Faculty

Conference Faculty

M. Preston Bernhisel
Baker Botts
Dallas, TX
Elizabeth C. Brandon
Barnes & Thornburg LLP
Dallas, TX
Wilson Chu
McDermott Will & Emery LLP
Dallas, TX
Richard E. Climan
Weil, Gotshal & Manges LLP
Redwood City, CA
Mark Curriden
The Texas Lawbook
Addison, TX
Gemma L. Descoteaux
Polsinelli PC
Dallas, TX
Byron F. Egan
Jackson Walker LLP
Dallas, TX
Timothy P. FitzSimons
Jones Day
Chicago, IL
Adam Fliss
TPG Capital
San Francisco, CA
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
Jeremiah Gordon
Google Capital
Mountain View, CA
Joel I. Greenberg
Kaye Scholer LLP
New York, NY
David Hallett
Lazard Middle Market LLC
Minneapolis, MN
Tom D. Harris Jr.
Haynes and Boone, LLP
Dallas, TX
Darren C. Hauck
Alston & Bird LLP
Dallas, TX
Paul E. Heath
Vinson & Elkins LLP
Dallas, TX
Barrett R. Howell
Bracewell
Dallas, TX
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
Robert B. Little
Gibson, Dunn & Crutcher LLP
Dallas, TX
Craig A. Menden
Cooley LLP
Palo Alto, CA
Michael G. O'Bryan
Morrison & Foerster LLP
San Francisco, CA
Jessica C. Pearlman
K&L Gates LLP
Seattle, WA
Noelle M. Reed
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
John P. Romney
Levine Leichtman Capital Partners
Dallas, TX
Michael A. Saslaw
Vinson & Elkins LLP
Dallas, TX
Paul J. Shim
Cleary Gottlieb Steen & Hamilton LLP
New York, NY
Claudia Simon
Schulte Roth & Zabel
New York, NY
Mark S. Solomon
Andrews Kurth
Dallas, TX
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
Bradley L. Whitlock
Scheef & Stone, L.L.P.
Dallas, TX
Jeffrey A. Zlotky
NGP Energy Capital Management, LLC
Irving, TX

Planning Committee

Wilson Chu—Co-Chair
McDermott Will & Emery LLP
Dallas, TX
Larry E. Glasgow—Co-Chair
Gardere Wynne Sewell LLP
Dallas, TX
Elizabeth C. Brandon
Barnes & Thornburg LLP
Dallas, TX
Richard E. Climan
Weil, Gotshal & Manges LLP
Redwood City, CA
Samantha Hale Crispin
Baker Botts L.L.P.
Dallas, TX
Gemma L. Descoteaux
Polsinelli PC
Dallas, TX
Byron F. Egan
Jackson Walker LLP
Dallas, TX
Sal Fira
Grant Thornton LLP
Dallas, TX
Timothy P. FitzSimons
Jones Day
Chicago, IL
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, LLC (SAM, LLC)
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

2016 Mergers and Acquisitions Institute

Credit Information

MCLE Credit

Texas
10.50 hrs  |  1.00 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
10.50 hrs  |  1.00 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
10.00 hrs  |  1.00 hrs Ethics
Illinois – Expected
9.25 hrs  |  0.75 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
10.00 hrs  |  1.00 hrs Ethics
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  |  1.00 hrs Ethics
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  |  1.00 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
11.50 hrs  |  1.00 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 – Expected
9.00 hrs  |  1.00 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

2016 Mergers and Acquisitions Institute

Key Dates

Dallas

  • Last day for Individual early registration: Oct 12, 2016
    Add $100 for registrations received after this time
  • Last day for Group Special 1 early registration: Oct 12, 2016
    Add $100 for registrations received after this time
  • Last day for Group Special 2 early registration: Oct 12, 2016
    Add $100 for registrations received after this time
  • Last day for cancellation (full refund): Oct 14, 2016
  • Last day for cancellation (partial refund): Oct 17, 2016
    $50 processing fee applied

UT Law CLE

2016 Mergers and Acquisitions Institute

Hotel / Venue

Dallas

The Ritz-Carlton

2121 McKinney Avenue
Dallas, TX
800.960.7082 (reservations)

Accommodations

$399 room rate good through September 19, 2016 (subject to availability). 

Parking Information

Valet parking only: $17 daily, $27 overnight

UT Law CLE

2016 Mergers and Acquisitions Institute

Sponsors