Overview

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!

Event Schedule

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

  • Time
    Credit
    Subject
    Speaker
  • 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.

  • Time
    Credit
    Subject
    Speaker
  • 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

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

Credit Info

MCLE Credit
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
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.  
No Additional Credit Information.
You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. You may also need to sign in at the registration desk if you are attending the live conference - please check with conference staff. UT Law CLE will verify the number of Illinois attorneys in attendance within 10 days after the conference and will report your credit to the MCLE Board of the Supreme Court of Illinois. UT Law CLE will maintain Attendance Records for four years.
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.
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 in the Board of Continuing Legal Education Regulations.

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 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.
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 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.  
At the conference, you will need to sign in on the Record of Attendance form at the registration desk. 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 report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.
UT Law CLE is an approved provider of Pennsylvania credit, sponsor #236. You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. You may also be required to sign-in at the registration desk if you are attending in-person - please see staff onsite for more details. Attorney attendance will be reported to Pennsylvania within 2 weeks of the webcast conclusion. Attorneys are not able to report this credit on their own, and UT Law CLE pays all associated fees for the credit hours. Contact Laura Tolin, ltolin@law.utexas.edu, if you have additional questions.
Other Credit
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 20-21, 2016 – The Ritz-Carlton
Conference Concluded
Buy
Dallas
Last day for Individual early registration: Oct 12, 2016

Add $100 for registrations received after this time

Last day for Group (5 registrants minimum) early registration: Oct 12, 2016

Add $100 for registrations received after this time

Last day for Group (10 registrants minimum) early registration: Oct 12, 2016

Add $100 for registrations received after this time

Last day for cancellation (full refund): Oct 14, 2016

$50 processing fee applied after this date

Last day for cancellation: Oct 17, 2016

Venue

speaker

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

Our Sponsors

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

Sign-Up for Our Hooked on CLE Monthly Newsletter