University of Texas School of Law
14th Annual
Mergers and Acquisitions Institute
America's Premier Private M&A Conference
Dallas Oct 4-5, 2018 The Ritz-Carlton
Conference Concluded
EVENT SPONSORS
Bloomberg Law
Citi Private Bank
King & Spalding LLP
Matheson (Ireland)
Sullivan & Cromwell LLP
Wells Fargo
Willis Tower Watson
Wilmington Trust, N.A.

INSTITUTE SPONSORS
Akin Gump Strauss Hauer & Feld LLP 
Baker Botts L.L.P.
Barnes & Thornburg LLP
Blake, Cassels & Graydon LLP (Canada)
Calvetti Ferguson
CT Corporation
Foley Gardere
Fortis Advisors
Gibson, Dunn & Crutcher LLP
Haynes and Boone, LLP
Houlihan Lokey
Jackson Walker LLP
Katten Muchin Rosenman LLP
Kira Systems
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.
Sheppard, Mullin, Richter & Hampton LLP
Sidley Austin LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Stephens Inc.
Stikeman Elliott LLP (Canada)
Thompson & Knight LLP
U.S. Bank Global Corporate Trust
Vinson & Elkins LLP
Weil, Gotshal & Manges LLP
Winston & Strawn LLP

UT Law CLE

2018 Mergers and Acquisitions Institute

Program Features
UT Law’s Mergers and Acquisitions Institute is 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. This year’s highlights include:
  • Comparison of the Deal Driver Differences Between Private Equity and Strategic Players
  • Exploration of How Representation and Warranty Insurance is Changing the Game
  • Insight into encrusted boilerplate by Rethinking Conventional Wisdom in M&A Agreements
  • Engaging discussion of M&A After Tax Reform: A Practical Survival Guide to New Opportunities and Challenges Facing Deal Lawyers
  • A full 3.00 hours of ethics with additional on-demand programming after the Institute
The combination of a cutting-edge program with nationally recognized speakers, prestigious U.S. and international sponsors, Fletcher’s famous Texas State Fair corny dogs, the 8th Annual Byron Egan Whiskey Tasting, invaluable networking opportunities, and much more, makes this an event you won't want to miss!
 
The University of Texas School of Law - Mergers and Acquisitions Institute Endowment for Excellence in Law Scholarship

The Mergers and Acquisitions Institute is proud to announce the establishment of The University of Texas School of Law - Mergers and Acquisitions Institute Endowment for Excellence in Law Scholarship – a permanent endowment for the benefit of The University of Texas School of Law. Funds distributed from the endowment will be used to support students of high academic achievement who exhibit strong interest and potential in the field of mergers and acquisitions.

Gifts of all sizes are now being accepted through the registration process or at the Institute in October, and will be applied to the principal of the endowment. Please note that gifts to The University of Texas are tax deductible as allowed by law, and The University of Texas is defined by the IRS as a 170(c) organization, a government-supported non-profit. All donors will receive a receipt from the University Development Office for their contribution. As with any decision involving your assets, we encourage you to seek the advice of professional counsel when considering a gift.

UT Law CLE

2018 Mergers and Acquisitions Institute

12/14/18
Schedule

Thursday Morning, Oct. 4, 2018

Presiding Officers:
Frédéric Franckx, Loyens & Loeff N.V. (Netherlands) - Rotterdam, Netherlands
John Clifford, McMillan LLP (Canada) - Toronto, Ontario

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, Jackson Walker LLP - Dallas, TX

8:30 am

1.00 hr

Deal Driver Differences Between Private Equity and Strategic Players

Does private equity really do deals differently than strategic players? Explore “why” and “how” private equity behaves differently from strategics, and how those differences are manifested in their approach to deal making, particularity the deal points that they negotiate.

Moderator:
Larry E. Glasgow, Jackson Walker LLP - Dallas, TX
Panelists:
David J. Colletti Jr., 7-Eleven, Inc. - Dallas, TX
Scott B. Crofton, Sullivan & Cromwell LLP - New York, NY
Kirsten J. Jensen, Simpson Thacher & Bartlett LLP - Palo Alto, CA and Houston, TX
Stephen Yoost, Trive Capital - Dallas, TX

9:30 am

0.75 hr

M&A After Tax Reform: A Practical Survival Guide to New Opportunities and Challenges Facing Deal Lawyers

The 2017 Tax Cuts and Jobs Act is incentivizing a new pattern of investment that will likely have profound implications for companies, particularly with respect to M&A. In plain English that deal lawyers will appreciate, gain practical tips on structuring and negotiating the deal to maximize (or not get blind-sided by) the changing landscape brought on by Tax Reform.

Moderator:
Samantha Hale Crispin, Baker Botts L.L.P. - Dallas, TX
Panelists:
Dave Klein, PricewaterhouseCoopers LLP - Dallas, TX
Alejandro Ruiz, McDermott Will & Emery LLP - Menlo Park, CA
J. Michael Threet, Haynes and Boone, LLP - Dallas, TX

10:15 am
Break


Thank You to Our Exclusive Sponsor
Wells Fargo

10:30 am

1.00 hr

How Representation and Warranty Insurance is Changing the Game

The “Insured Deal” is here to stay. Go beyond the basics and drill-down into provisions that should be negotiated and practices that should evolve when an insured deal is in play.

Moderator:
David Rex, Prophet Equity - Southlake, TX
Panelists:
David I. Albin, Finn Dixon & Herling LLP - Stamford, CT
Mary Duffy, American International Group, Inc. - London, England, United Kingdom
Richard Frye, Winston & Strawn LLP - Dallas, TX
Andrew Zimmerman, Willis Towers Watson - New York, NY

11:30 am

1.00 hr

Special Issues in Acquisitions of Venture-Backed Companies

Why is a VC-backed target different, and how do those differences impact the process pursued and provisions negotiated? Examine critical and complicated issues that commonly arise in acquisitions of VC-backed companies, including complex waterfalls, blurring of management incentives with purchase price, disproportionate allocation of indemnity risk among stockholders/stakeholders, and fiduciary duties of VC-nominated directors.

Moderator:
Jessica C. Pearlman, K&L Gates LLP - Seattle, WA
Panelists:
Rick Fink, Fortis Advisors - San Diego, CA
Craig Menden, Cooley LLP - Palo Alto, CA
Brian Wheeler, SoftBank Investment Advisers - San Francisco, CA

Thursday Afternoon, Oct. 4, 2018

Presiding Officers:
Fergus Bolster, Matheson (Ireland) - Dublin, Ireland
Warren Silversmith, Montreal, Quebec, Canada

LUNCHEON PRESENTATION

12:30 pm
Signature Ritz Buffet Lunch and Texas State Fair Food

Included in registration. Please proceed to luncheon presentation.
 

Thank You to Our Exclusive Luncheon Sponsor
Citi Private Bank

Thank You to Our Exclusive Texas State Fair Food Sponsor
Willis Towers Watson

12:50 pm

0.75 hr ethics

Ethical Issues in M&A Transactions

Discuss recurring thorny ethical issues that have value in M&A transactions. Who is my client? How do I minimize the risk of losing the attorney-client privilege in the deal? Do I owe any ethical duties of candor to opposing counsel (i.e., the difference between lying and puffing)?

Byron F. Egan, Jackson Walker LLP - Dallas, TX
Bradley L. Whitlock, Scheef & Stone, L.L.P. - Dallas, TX

 
1:35 pm
Break

1:45 pm

1.00 hr

​Peak, Trough or Somewhere in Between: Navigating the Uncertainties of an Ever Changing Energy Market

The past few years have seen significant price fluctuations and investment cycles in the oil and gas industry. These uncertainties create their own set of legal issues for practitioners. Get an overview of the oil and gas M&A market from leading energy industry professionals, with highlights of 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
Michele Jones, JP Morgan Chase Bank, N.A. - Dallas, TX
Cliff W. Vrielink, Sidley Austin LLP - Houston, TX
Jeffrey A. Zlotky, NGP Energy Capital Management, LLC - Irving, TX

2:45 pm

1.00 hr

More Cake: Advanced Issues in Carve-Outs and Divestitures

An in-depth discussion of advanced issues in carveout transactions, including preparing your sell-side client for a divisional sale, advising your buy-side client on separation issues, navigating multi-jurisdictional carveouts and negotiating transition services, including data from the ABA Merger and Acquisitions Committee’s Carveout Deal Points Study.

Moderator:
Rita-Anne O'Neill, Sullivan & Cromwell LLP - Los Angeles, CA
Lance Gurley, Stephens Inc. - Dallas, TX
Panelists:
Michael G. O'Bryan, Morrison & Foerster LLP - San Francisco, CA
Kimberly R. Spoerri, Cleary Gottlieb Steen & Hamilton LLP - New York, NY

3:45 pm
8th Annual Byron Egan Whiskey Tasting & 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

Mock Negotiation of the Tech Company Acquisition

A mock negotiation highlighting key issues in acquisitions of privately-held technology companies.

Richard E. Climan, Hogan Lovells US LLP - Menlo Park, CA
Joel I. Greenberg, Arnold & Porter Kaye Scholer LLP - New York, NY
John P. Brockland, Hogan Lovells US LLP - San Francisco, CA

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
Bloomberg Law

Friday Morning, Oct. 5, 2018

Presiding Officer:
Jamie Koumanakos, Blake, Cassels & Graydon LLP (Canada) - New York, New York

7:30 am
Continental Breakfast and Registration Opens


Thank You to Our Exclusive Breakfast Sponsor
King & Spalding LLP

Thank You to Our Exclusive Morning Beverage Bar Sponsor
Wilmington Trust, N.A.

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:
Robert R. Kibby, Munsch Hardt Kopf & Harr, P.C. - Dallas, TX
Panelists:
Cindy Y. Lin, King & Spalding LLP - Houston, TX
Michael A. Saslaw, Vinson & Elkins LLP - Dallas, TX
Mark S. Solomon, Katten Muchin Rosenman LLP - Dallas, TX

9:30 am

1.00 hr

Have Sea Squirts Invaded Your Contract? Avoiding the Mindless Use of So-Called “Market” Terms You May or May Not Understand

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 case law.

Glenn D. West, Weil, Gotshal & Manges LLP - Dallas, TX

10:30 am

1.00 hr

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

Hear 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. Review recent developments in this area as well as current best practices in dealing with issues that range from orderly process to confrontation.

Melissa A. DiVincenzo, Morris, Nichols, Arsht & Tunnell LLP - Wilmington, DE
Robert B. Little, Gibson, Dunn & Crutcher LLP - Dallas, TX

11:30 am
Adjourn

UT Law CLE

2018 Mergers and Acquisitions Institute

Faculty

Conference Faculty

David I. Albin
Finn Dixon & Herling LLP
Stamford, CT
John P. Brockland
Hogan Lovells US LLP
San Francisco, CA
Wilson Chu
McDermott Will & Emery LLP
Dallas, TX
Richard E. Climan
Hogan Lovells US LLP
Menlo Park, CA
David J. Colletti Jr.
7-Eleven, Inc.
Dallas, TX
Samantha Hale Crispin
Baker Botts L.L.P.
Dallas, TX
Scott B. Crofton
Sullivan & Cromwell LLP
New York, NY
Melissa A. DiVincenzo
Morris, Nichols, Arsht & Tunnell LLP
Wilmington, DE
Mary Duffy
American International Group, Inc.
London, England, United Kingdom
Byron F. Egan
Jackson Walker LLP
Dallas, TX
Rick Fink
Fortis Advisors
San Diego, CA
J. Holt Foster III
Thompson & Knight LLP
Dallas, TX
Richard Frye
Winston & Strawn LLP
Dallas, TX
Larry E. Glasgow
Jackson Walker LLP
Dallas, TX
John Goodgame
Akin Gump Strauss Hauer & Feld LLP
Houston, TX
Joel I. Greenberg
Arnold & Porter Kaye Scholer LLP
New York, NY
Lance Gurley
Stephens Inc.
Dallas, TX
Kirsten J. Jensen
Simpson Thacher & Bartlett LLP
Palo Alto, CA and Houston, TX
Michele Jones
JP Morgan Chase Bank, N.A.
Dallas, TX
Robert R. Kibby
Munsch Hardt Kopf & Harr, P.C.
Dallas, TX
Dave Klein
PricewaterhouseCoopers LLP
Dallas, TX
Cindy Y. Lin
King & Spalding LLP
Houston, TX
Robert B. Little
Gibson, Dunn & Crutcher LLP
Dallas, TX
Craig Menden
Cooley LLP
Palo Alto, CA
Michael G. O'Bryan
Morrison & Foerster LLP
San Francisco, CA
Rita-Anne O'Neill
Sullivan & Cromwell LLP
Los Angeles, CA
Jessica C. Pearlman
K&L Gates LLP
Seattle, WA
David Rex
Prophet Equity
Southlake, TX
Alejandro Ruiz
McDermott Will & Emery LLP
Menlo Park, CA
Michael A. Saslaw
Vinson & Elkins LLP
Dallas, TX
Mark S. Solomon
Katten Muchin Rosenman LLP
Dallas, TX
Kimberly R. Spoerri
Cleary Gottlieb Steen & Hamilton LLP
New York, NY
J. Michael Threet
Haynes and Boone, LLP
Dallas, TX
Cliff W. Vrielink
Sidley Austin LLP
Houston, TX
Glenn D. West
Weil, Gotshal & Manges LLP
Dallas, TX
Brian Wheeler
SoftBank Investment Advisers
San Francisco, CA
Bradley L. Whitlock
Scheef & Stone, L.L.P.
Dallas, TX
Stephen Yoost
Trive Capital
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
Jackson Walker 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
Menlo Park, CA
Samantha Hale Crispin
Baker Botts L.L.P.
Dallas, TX
Gemma L. Descoteaux
Sheppard Mullin Richter & Hampton LLP
Dallas, TX
Byron F. Egan
Jackson Walker 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
Winston & Strawn LLP
Dallas, TX
Jeff Jones
Stephens Inc.
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
SAM Holding Company, Inc. & Subsidiaries (SAM)
Austin, TX
Terry L. Orr
Grant Thornton LLP
Dallas, TX
Noelle M. Reed
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
David Rex
Prophet Equity
Southlake, TX
Christopher P. Rosa
Sabre Corporation
Southlake, TX
Cliff W. Vrielink
Sidley Austin LLP
Houston, TX

UT Law CLE

2018 Mergers and Acquisitions Institute

Credit Information

MCLE Credit

Texas
10.75 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
10.75 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.  
New Jersey
13.00 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  |  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
10.50 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

2018 Mergers and Acquisitions Institute

Key Dates

Dallas

  • Last day for Individual early registration: Sep 26, 2018
    Add $100 for registrations received after this time
  • Last day for cancellation (full refund): Sep 28, 2018
  • Last day for cancellation (partial refund): Oct 1, 2018
    $50 processing fee applied

UT Law CLE

2018 Mergers and Acquisitions Institute

Hotel / Venue

Dallas

The Ritz-Carlton

2121 McKinney Avenue
Dallas, TX
800.960.7082 (reservations)

Accommodations

$439 room rate good through September 4, 2018 (subject to availability). 

Parking Information

Valet parking only: $20 daily, $32 overnight  

UT Law CLE

2018 Mergers and Acquisitions Institute

Sponsors