University of Texas School of Law
13th Annual
Mergers and Acquisitions Institute
Dallas Oct 12-13, 2017 The Ritz-Carlton
Conference Concluded
EVENT SPONSORS
Berkeley Research Group, LLC
Citi Private Bank
Matheson (Ireland)
Sullivan & Cromwell LLP
Wells Fargo
Wilmington Trust, N.A. Corporate Trust and Escrow Services

SPONSORS
Akin Gump Strauss Hauer & Feld LLP
Andrews Kurth Kenyon 
Appleby
Baker Botts L.L.P.
Barnes & Thornburg LLP
Blackhill Partners, LLC
Blake, Cassels & Graydon LLP (Canada)
CT Corporation
Gardere Wynne Sewell LLP
Gibson, Dunn & Crutcher LLP
Haynes and Boone, LLP
Houlihan Lokey
Kira Systems
Kirkland & Ellis LLP
Loyens & Loeff (Netherlands)
McDermott Will & Emery LLP
McMillan LLP (Canada)
Morrison & Foerster LLP
Munsch Hardt Kopf & Harr, P.C.
Polsinelli
Selman Munson & Lerner, P.C.
Sidley Austin LLP
Skadden, Arps, Slate, Meagher & Flom LLP
SRS Acquiom LLC
Stikeman Elliott LLP (Canada)
Stout Risius Ross, LLC
Thompson & Knight LLP
Vinson & Elkins LLP
Willis Tower Watson

MEDIA PARTNERS
Mergermarket, an Acuris Company
The Deal
 

UT Law CLE

2017 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, and other legal and financial practitioners as the leading private M&A conference of its kind in the United States for the latest deal trends, structures, pitfalls and opportunities in M&A.

Key reasons to attend:
  • Explore the games that people play as they draft – and clean up after – purchase price agreements
  • Hear the latest insights into what's trending and what's next in winning, negotiating, and executing private equity deals in a competitive market
  • Analyze the challenges of acquiring or selling the hot startup that never, never wants to worry about grown up things like analysts, activists, and SEC reporting
  • Examine examples of sales where spending time and money in advance to mitigate potential buyer risks and costs helped ensure success
  • Survey highlights from the upcoming Carveouts Deal Points Study from the ABA's Mergers and Acquisitions Committee, chaired by panel moderator Rita-Anne O'Neill
  • Investigate the latest developments in confidentiality agreements, letters of intent, and other preliminary agreements that will help lock in your deal with maximum speed and leverage
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 7th annual whiskey tasting, invaluable networking opportunities, and much more, makes this an event you won't want to miss!

And join us on Wednesday afternoon at the Dallas Bar Association for the Women Deal Lawyers Forum – a half-day program focusing on the unique opportunities and challenges facing women lawyers practicing M&A and corporate law.

UT Law CLE

2017 Mergers and Acquisitions Institute

10/17/17
Schedule

Thursday Morning, Oct. 12, 2017

Presiding Officers:
Samuel Banks, Appleby (Grand Cayman) - Cayman Islands,
Jamie Koumanakos, Blake, Cassels & Graydon LLP (Canada) - New York, New York

7:30 am
Continental Breakfast and Registration Opens

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

The Games People Play: Purchase Price Adjustments

A wide-ranging discussion of purchase price adjustments, viewed from the standpoints of the well-meaning draftspersons and accounting professionals, and also the folks who are left to clean up the mess when the parties disagree. The panel reviews recent developments in this area as well as current best practices ranging from drafting suggestions to resolving disputes.

Moderator:
Larry E. Glasgow, Gardere Wynne Sewell LLP - Dallas, TX
Panelists:
A. Vincent Biemans, Berkeley Research Group, LLC - Dallas, TX
Gregory S. Brow, Dentons US LLP - Atlanta, GA
Robert B. Little, Gibson, Dunn & Crutcher LLP - Dallas, TX

9:30 am

1.00 hr

Nuts and Bolts of Structuring and Executing Oil & Gas Deals in Today's Market

Get an overview of the oil and gas M&A market from leading energy industry professionals. Be it E&P, midstream, or oilfield services, each energy industry segment has its own nuanced legal issues. This panel highlights the key industry-specific deal terms that every practitioner should know.

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

10:30 am
Break


Thank You to Our Exclusive Sponsor
Wells Fargo

10:45 am

1.00 hr

Hot Topics in Private Equity M&A

With a balanced focused on the upper as well as lower ends of the middle market, our panelists share the latest insights on what's-trending and what's-next in winning, negotiating, and executing private equity deals in a competitive market highlighted by increasing pool of nimble and cash-flush buyers, easy credit, rising secondary buyouts, and unpredictable tax reform. 

Moderator:
Paul J. Shim, Cleary Gottlieb Steen & Hamilton LLP - New York, NY
Panelists:
Adam Fliss, TPG Capital - San Francisco, CA
David C. Rex, Prophet Equity LP - Southlake, TX
Michael E. Rogers, EY - New York, NY
Michael E. Weisser, Kirkland & Ellis LLP - New York, NY

11:45 am
Signature Ritz Buffet Lunch

Included in registration. Please proceed to luncheon presentation.

Thursday Afternoon, Oct. 12, 2017

Presiding Officers:
Fergus Bolster, Matheson (Ireland) - Dublin, Ireland
John Clifford, McMillan LLP (Canada) - Toronto, Ontario,

LUNCHEON PRESENTATION

Thank You to Our Exclusive Sponsor

Citi Private Bank

Speaker Introduction

Einat Sadka, Citi Private Bank - Dallas, TX

12:15 pm

0.50 hr

How Artificial Intelligence Will Eat Your Lunch Transform The Way You Do Deals

Learn about cutting-edge machine learning technology and best practices to help M&A lawyers increase deal speed, decrease risk, and improve deal results.

Paul A. Leighton, Kira Systems - Washington, DC

 
12:45 pm
Break

1:00 pm

1.00 hr

Carveouts: Not Exactly a Piece of Cake

Featuring highlights from the upcoming Carveouts Deal Points Study from the ABA's Mergers and Acquisitions Committee (chaired by panel moderator, Rita-Anne O'Neill), hear about trends, key issues, and tips for being well-prepared while avoiding pitfalls on your way to becoming an expert carver.

Moderator:
Rita-Anne O'Neill, Sullivan & Cromwell LLP - Los Angeles, CA
Panelists:
Samantha Hale Crispin, Baker Botts L.L.P. - Dallas, TX
Kristina Sung Kepner, Johnson Controls International plc - Milwaukee, WI
Jennifer C. Neill, Grant Thornton LLP - Atlanta, GA

2:00 pm

0.75 hr

Update: Confidentiality Agreements, Term Sheets, and Other Preliminary Agreements

In today's fast-paced, hotly-competitive market, getting off on the right foot increasingly means the difference between a Gold Medal dive or an unintended belly-flop. Explore the latest developments in confidentiality agreements, letters of intent, and other preliminary agreements that will help lock in your deal with maximum speed and leverage.

Moderator:
Christopher P. Rosa, Sabre Corporation - Southlake, TX
Panelists:
Byron F. Egan, Jackson Walker LLP - Dallas, TX
Rick A. Lacher, Houlihan Lokey - Dallas, TX

2:45 pm

1.00 hr

Special Considerations in Acquiring "Peter Pan" Companies

With thousands of employees and booming secondary trading, the target walks, talks, and quacks like a public company, but isn't. Analyze the challenges of acquiring or selling the hot startup that never, never wants to worry about grown up things (like analysts, activists, and SEC reporting). 

Moderator:
Scott B. Crofton, Sullivan & Cromwell LLP - New York, NY
Panelists:
Kirsten J. Jensen, Simpson Thacher & Bartlett LLP - Palo Alto, CA and Houston, TX
Michael G. O'Bryan, Morrison & Foerster LLP - San Francisco, CA

3:45 pm
7th 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

A mock negotiation highlighting key issues in private company deals, with a focus on findings from a newly released “Buyer Power Ratio” deal points study and their impact on negotiation dynamics in today's market.

Richard E. Climan, Hogan Lovells US LLP - Silicon Valley, CA
Joel I. Greenberg, Arnold & Porter 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
Berkeley Research Group, LLC

Friday Morning, Oct. 13, 2017

Presiding Officers:
Janine Labusch, Loyens & Loeff N.V. (Netherlands) - New York, NY
John Leopold, Stikeman Elliott LLP (Canada) - Montreal, Quebec,

7:30 am
Continental Breakfast and Conference Room Opens


Thank You to Our Exclusive Sponsor
Wilmington Trust, N.A. Corporate Trust and Escrow Services

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:
Mark S. Solomon, Andrews Kurth LLP - Dallas, TX
Panelists:
Eric Martin, SRS Acquiom LLC - Denver, CO
Mandy S. Price, Barnes & Thornburg LLP - Dallas, TX
Isabella Wezdecki, Johnson & Johnson - New Brunswick, NJ
Andrew Zimmerman, Willis Towers Watson - New York, NY

9:30 am

1.00 hr

Heading for the Exit: Pre-Sale Considerations to Maximize Seller Leverage

Recent examples of successful sales where having spent time and money in advance to mitigate potential buyer risks and costs helped ensure success, often at multiples of the up-front costs.

Moderator:
Jeff Jones, Blackhill Partners, LLC - Dallas, TX
Panelists:
Robert R. Kibby, Munsch Hardt Kopf & Harr, P.C. - Dallas, TX
William B. Nelson, Haynes and Boone, LLP - Houston, TX
Rachel B. Proffitt, Wilson Sonsini Goodrich & Rosati, P.C. - San Francisco, CA

10:30 am

1.00 hr
0.75 hr ethics

Negotiating the Attorney-Client Privilege in M&A

Can everything you say (or email) be used against you in an M&A deal? I'm doing a deal, why should I even care about privileged communications? Who owns the privilege after closing? With an emphasis on the litigator's perspective, address these questions and more in analyzing key substantive and practical considerations in preserving and controlling the attorney-client privilege in M&A deals.

Moderator:
Wilson Chu, McDermott Will & Emery LLP - Dallas, TX
Panelists:
Noelle M. Reed, Skadden, Arps, Slate, Meagher & Flom LLP - Houston, TX
Michael A. Saslaw, Vinson & Elkins LLP - Dallas, TX
Clay B. Scheitzach, Conduent, Inc. - Dallas, TX

11:30 am
Adjourn

UT Law CLE

2017 Mergers and Acquisitions Institute

Faculty

Conference Faculty

A. Vincent Biemans
Berkeley Research Group, LLC
Dallas, TX
Gregory S. Brow
Dentons US LLP
Atlanta, GA
Wilson Chu
McDermott Will & Emery LLP
Dallas, TX
Richard E. Climan
Hogan Lovells US LLP
Silicon Valley, CA
Samantha Hale Crispin
Baker Botts L.L.P.
Dallas, TX
Scott B. Crofton
Sullivan & Cromwell LLP
New York, NY
Byron F. Egan
Jackson Walker LLP
Dallas, TX
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
Joel I. Greenberg
Arnold & Porter Kaye Scholer LLP
New York, NY
Kirsten J. Jensen
Simpson Thacher & Bartlett LLP
Palo Alto, CA and Houston, TX
Jeff Jones
Blackhill Partners, LLC
Dallas, TX
Kristina Sung Kepner
Johnson Controls International plc
Milwaukee, WI
Robert R. Kibby
Munsch Hardt Kopf & Harr, P.C.
Dallas, TX
Rick A. Lacher
Houlihan Lokey
Dallas, TX
Paul A. Leighton
Kira Systems
Washington, DC
Robert B. Little
Gibson, Dunn & Crutcher LLP
Dallas, TX
Eric Martin
SRS Acquiom LLC
Denver, CO
Jennifer C. Neill
Grant Thornton LLP
Atlanta, GA
William B. Nelson
Haynes and Boone, LLP
Houston, TX
Michael G. O'Bryan
Morrison & Foerster LLP
San Francisco, CA
Rita-Anne O'Neill
Sullivan & Cromwell LLP
Los Angeles, CA
Mandy S. Price
Barnes & Thornburg LLP
Dallas, TX
Rachel B. Proffitt
Wilson Sonsini Goodrich & Rosati, P.C.
San Francisco, CA
Noelle M. Reed
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
David C. Rex
Prophet Equity LP
Southlake, TX
Michael E. Rogers
EY
New York, NY
Christopher P. Rosa
Sabre Corporation
Southlake, TX
Einat Sadka
Citi Private Bank
Dallas, TX
Michael A. Saslaw
Vinson & Elkins LLP
Dallas, TX
Clay B. Scheitzach
Conduent, Inc.
Dallas, TX
Paul J. Shim
Cleary Gottlieb Steen & Hamilton LLP
New York, NY
Mark S. Solomon
Andrews Kurth LLP
Dallas, TX
Cliff W. Vrielink
Sidley Austin LLP
Houston, TX
Michael E. Weisser
Kirkland & Ellis LLP
New York, NY
Isabella Wezdecki
Johnson & Johnson
New Brunswick, NJ
James Wicklund
Credit Suisse
Dallas, TX
Andrew Zimmerman
Willis Towers Watson
New York, NY
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
Deborah Salzberg—Director
The University of Texas School of Law
Austin, TX
Elizabeth C. Brandon
Barnes & Thornburg LLP
Dallas, TX
Richard E. Climan
Hogan Lovells US LLP
Silicon Valley, 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
J. Holt Foster III
Thompson & Knight LLP
Dallas, TX
James R. Griffin
Weil, Gotshal & Manges LLP
Redwood City, CA
Tom D. Harris Jr.
Haynes and Boone, LLP
Dallas, TX
Thomas W. Hughes
Winston & Strawn LLP
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
Terry L. Orr
Grant Thornton LLP
Dallas, TX
Noelle M. Reed
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
David C. Rex
Prophet Equity LP
Southlake, TX
Christopher P. Rosa
Sabre Corporation
Southlake, TX
Cliff W. Vrielink
Sidley Austin LLP
Houston, TX
Glenn D. West
Weil, Gotshal & Manges LLP
Dallas, TX

UT Law CLE

2017 Mergers and Acquisitions Institute

Credit Information

MCLE Credit

Texas
10.50 hrs  |  0.75 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  |  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. 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.  
Illinois
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.
New Jersey
12.50 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
12.50 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
10.00 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 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

2017 Mergers and Acquisitions Institute

Key Dates

Dallas

  • Last day for Individual early registration: Oct 4, 2017
    Add $50 for registrations received after this time
  • Last day for In-House Counsel early registration: Oct 4, 2017
    Add $0 for registrations received after this time
  • Last day for cancellation (full refund): Oct 6, 2017
  • Last day for cancellation (partial refund): Oct 9, 2017
    $50 processing fee applied

UT Law CLE

2017 Mergers and Acquisitions Institute

Hotel / Venue

Dallas

The Ritz-Carlton

2121 McKinney Avenue
Dallas, TX
800.960.7082 (reservations)

Accommodations

$419 room rate good through September 11, 2017 (subject to availability). 

Parking Information

Valet parking only: $20 daily, $32 overnight 

UT Law CLE

2017 Mergers and Acquisitions Institute

Sponsors