University of Texas School of Law
15th Annual
Mergers and Acquisitions Institute
America's Premier Private M&A Conference
Dallas Oct 10-11, 2019 The Ritz-Carlton
Conference Concluded
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EXCLUSIVE SPONSORS
Blake, Cassels & Graydon LLP (Canada)
Citi Private Bank
Latham & Watkins LLP
Matheson (Ireland)
McMillan LLP (Canada)
Sullivan & Cromwell LLP
Wells Fargo
Willis Towers Watson
Wilmington Trust, N.A.

INSTITUTE SPONSORS
Baker Botts
Calvetti Ferguson
CT Corporation
Gibson Dunn
Haynes and Boone LLP
Houlihan Lokey

Hunton Andrews Kurth LLP
Jackson Walker LLP
Jones Day
Katten Muchin Rosenman LLP
Kirkland & Ellis LLP
Loyens & Loeff (Netherlands)
McDermott Will & Emery LLP
Morrison & Foerster LLP
Munsch Hardt Kopf & Harr, P.C
Polsinelli
Practical Law
Reed Smith LLP
Selman Munson & Lerner

Sheppard, Mullin, Richter & Hampton LLP
Sidley Austin LLP
Stikeman Elliot (Canada)
Stout
Thompson & Knight LLP
U.S. Bank Global Corporate Trust
Vinson & Elkins LLP
Weil, Gotshal & Manges LLP
Wilson Sonsini Goodrich & Rosati, P.C.

Winston & Strawn LLP

UT Law CLE

2019 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. 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 Byron Egan Whiskey Tasting, invaluable networking opportunities, and much more, makes this an event you won’t want to miss!

Highlights this year include:
  • Revenge of the Sea Squirts: More Glenn West on Encrusted M&A Boilerplate
  • Insight for When The Music Stops: Key Issues, Provisions, and Processes for the Next Buyer’s Market
  • Engaging discussion of Dealmaking Differences Between Strategic and Private Equity Players: A Deeper Dive Into Processes and Provisions
  • A full 15.00 MCLE hours, including 3.00 hours of ethics, with additional on-demand programming after the Institute
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

2019 Mergers and Acquisitions Institute

10/23/19
Schedule

Thursday Morning, Oct. 10, 2019

Presiding Officers:
Fergus Bolster, Matheson - Dublin, Ireland
Warren Silversmith, Stikeman Elliott LLP - Montreal, Quebec, Canada

7:30 am
Continental Breakfast and Registration Opens


Thank You to Our Exclusive Espresso Bar Sponsor
Wells Fargo

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

New Kids on the Block: State-of-the-Art New(ish) M&A Clauses That You Need to Know

In the always-evolving M&A market, it’s critical that counsel be up-to-speed on the latest deal provisions for buyers and sellers. Hear from seasoned practitioners on the key clauses that savvy dealmakers are including in their agreements to avoid pitfalls and give their clients the edge.

Moderator:
Rita-Anne O'Neill, Sullivan & Cromwell LLP - Los Angeles, CA
Panelists:
Samantha Hale Crispin, Baker Botts L.L.P. - Dallas, TX
Robert R. Kibby, Munsch Hardt Kopf & Harr, P.C. - Dallas, TX
Robert B. Little, Gibson, Dunn & Crutcher LLP - Dallas, TX
Michael G. O'Bryan, Morrison & Foerster LLP - San Francisco, CA

9:30 am

0.75 hr

Public Company Creep Update

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

Moderator:
Kimberly R. Spoerri, Cleary Gottlieb Steen & Hamilton LLP - New York, NY
Panelists:
Scott B. Crofton, Sullivan & Cromwell LLP - New York, NY
Jenny Hochenberg, Cravath, Swaine & Moore LLP - New York, NY
Christina A. Tate, Winston & Strawn LLP - Dallas, TX

10:15 am
Break

10:30 am

1.00 hr

Digital Health M&A: A Survival Guide When the Worlds of Tech and Health Collide

dig·i·tal /dij´ĭ-t'l / health /helTH/ • The digitization of human beings spurred by the convergence of digital technologies and healthcare to create innovations in artificial intelligence, mobile health, health information technology, wearable devices, telehealth and telemedicine, and personalized medicine. This panel will focus on practical need-to-know insights into structuring and executing deals in this brave new world with the potential to not only save lives but also dominate economies and transform societies.

Moderator:
Rick Jordan, Polsinelli PC - Dallas, TX
Panelists:
Scott C. Craig, Wilson Sonsini Goodrich & Rosati, P.C. - Austin, TX
Joanna Lin, McDermott Will & Emery - Dallas, TX
Craig Menden, Wilkie Farr & Gallagher LLP - Palo Alto, CA
Ridwan Obaray, Perella Weinberg Partners - New York, NY

11:30 am

1.00 hr ethics

Conflict Transactions: Developments in Navigating Perilous Waters

Recent developments in navigating 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:
Igor Kirman, Wachtell, Lipton, Rosen & Katz - New York, NY
Panelists:
Luke J. Bergstrom, Latham & Watkins LLP - San Francisco, CA
Melissa A. DiVincenzo, Morris, Nichols, Arsht & Tunnell LLP - Wilmington, DE
Byron F. Egan, Jackson Walker LLP - Dallas, TX
Kenneth P. Held, Skadden, Arps, Slate, Meagher & Flom LLP - Houston, TX

Thursday Afternoon, Oct. 10, 2019

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

LUNCHEON PRESENTATION

12:30 pm
Signature Ritz Buffet Lunch

Included in registration. Please proceed to luncheon presentation.
 

Thank You to Our Exclusive Luncheon Sponsor
Citi Private Bank

12:50 pm

0.75 hr

Dealmaker’s Guide to Interrupting Gender Bias

A lively discussion to address real world situations in which many forms of bias disproportionately impact women in the dealmaking world, spanning from career advancement to team building and professional relationships. Discussions will include dynamic audience participation, candid “in the field” personal experience, and current scientific studies on bias in the workplace. The panel will also focus on identification of the manifestations of unconscious bias in the deal world and solutions-oriented strategies for women and men in M&A.

Samantha Horn, Stikeman Elliott LLP - Toronto, Ontario, Canada
Isabella Wezdecki, Johnson & Johnson - New Brunswick, NJ
Tamera M. Woodard, AT&T - Dallas, TX

 
1:35 pm
Break

1:45 pm

1.00 hr

Not My First Rodeo: Key Issues, Provisions, and Processes for the Next Buyer’s Market

What goes around comes around? Our panel of dealmakers, who've all experienced a business cycle (or two), will peer into the crystal ball to share their insights into M&A practices and provisions that we could expect if, as, and when we flip from a seller's market to a buyer's market.

Moderator:
Elizabeth C. Brandon, Reed Smith LLP - Dallas, TX
Panelists:
Rick A. Lacher, Houlihan Lokey - Dallas, TX
Michael A. Saslaw, Vinson & Elkins LLP - Dallas, TX
Paul J. Shim, Cleary Gottlieb Steen & Hamilton LLP - New York, NY
Ann Williams, Practical Law - Houston, TX

2:45 pm

1.00 hr

​Oil & Gas M&A in Today's Market: It's Complicated

With volatile commodity prices and ever-tightening capital markets, the days of simple all-cash M&A deals in the Oil & Gas industry are dead. Industry players are getting creative (or desperate) in structuring deals when acquiring or selling interests. Joint ventures, preferred equity investments and more complexity is the flavor of the day. Our panel discusses how these trends affect specific provisions in purchase agreements, LLC agreements and other transaction documents.

Moderator:
J. Holt Foster III, Thompson & Knight LLP - Dallas, TX
Panelists:
Carla Tharp, Raymond James - Houston, TX
Cliff W. Vrielink, Sidley Austin LLP - Houston, TX
Jeffrey A. Zlotky, NGP Energy Capital Management, LLC - Irving, TX

3:45 pm
9th 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

More Mock Negotiation... Plus a Salute to the Strine Era in M&A

The panelists will engage in an illustrative negotiation to shed light on one of the most contentious provisions in the definitive agreement for the acquisition of a privately held company – the closing condition addressing the buyer’s ability to walk away from an announced deal because of inaccurate representations by the seller. They will devote the remainder of their session to a discussion of the lessons M&A practitioners have learned from retiring Delaware Chief Justice Leo Strine over the course of his two decades as a Delaware judge.

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 adult beverages and hors d'oeuvres with program faculty and attendees.
 

Thank You to Our Exclusive Sponsor
Willis Towers Watson

Friday Morning, Oct. 11, 2019

Presiding Officer:
Jamie Koumanakos, Blake, Cassels & Graydon LLP - New York, NY

7:30 am
Continental Breakfast and Conference Room Opens


Thank You to Our Exclusive Breakfast Sponsor
Latham & Watkins LLP

Thank You to Our Exclusive Morning Beverage Bar Sponsor
Wilmington Trust

8:30 am

1.00 hr

Trending Topics in Indemnification

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, Katten Muchin Rosenman LLP - Dallas, TX
Panelists:
Alain Dermarkar, Jones Day - Dallas, TX
William M. Monat, Willis Towers Watson - Chicago, IL
Jennifer T. Wisinski, Haynes and Boone, LLP - Dallas, TX

9:30 am

1.00 hr

Dealmaking Differences Between Strategic and Private Equity Players: A Deeper Dive Into Processes and Provisions

A deeper dive into the differences in how strategic and private equity acquirers do deals, and how those differences play out in the processes pursued and provisions negotiated. The panelists will focus on how drafters can or should reflect those conceptual differences in illustrative definitive agreement provisions.

Moderator:
David Rex, Prophet Equity - Southlake, TX
Panelists:
Dawud Crooms, 7-Eleven, Inc. - Dallas, TX
Jeremiah Gordon, CapitalG - Mountain View, CA
Kirsten J. Jensen, Simpson Thacher & Bartlett LLP - Palo Alto, CA and Houston, TX
Sean T. Wheeler, Kirkland Ellis LLP - Houston, TX

10:30 am

1.00 hr

Revenge of the Sea Squirts: More Glenn West on Encrusted M&A Boilerplate

The need to understand and appropriately modify “standard” M&A boilerplate to fit your deal cannot be over emphasized. Glenn West builds on last year’s presentation and adds additional examples of the problems that unexamined/encrusted boilerplate can create in potentially undoing the specifically negotiated provisions of your deal.

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

11:30 am
Adjourn

UT Law CLE

2019 Mergers and Acquisitions Institute

Faculty

Conference Faculty

Luke J. Bergstrom
Latham & Watkins LLP
San Francisco, CA
Elizabeth C. Brandon
Reed Smith LLP
Dallas, TX
Wilson Chu
McDermott Will & Emery LLP
Dallas, TX
Richard E. Climan
Hogan Lovells US LLP
Silicon Valley, CA
Scott C. Craig
Wilson Sonsini Goodrich & Rosati, P.C.
Austin, TX
Samantha Hale Crispin
Baker Botts L.L.P.
Dallas, TX
Scott B. Crofton
Sullivan & Cromwell LLP
New York, NY
Dawud Crooms
7-Eleven, Inc.
Dallas, TX
Alain Dermarkar
Jones Day
Dallas, TX
Melissa A. DiVincenzo
Morris, Nichols, Arsht & Tunnell LLP
Wilmington, DE
Byron F. Egan
Jackson Walker LLP
Dallas, TX
J. Holt Foster III
Thompson & Knight LLP
Dallas, TX
Larry E. Glasgow
Jackson Walker LLP
Dallas, TX
Jeremiah Gordon
CapitalG
Mountain View, CA
Joel I. Greenberg
Arnold & Porter Kaye Scholer LLP
New York, NY
Kenneth P. Held
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
Jenny Hochenberg
Cravath, Swaine & Moore LLP
New York, NY
Samantha Horn
Stikeman Elliott LLP
Toronto, Ontario, Canada
Kirsten J. Jensen
Simpson Thacher & Bartlett LLP
Palo Alto, CA and Houston, TX
Rick Jordan
Polsinelli PC
Dallas, TX
Robert R. Kibby
Munsch Hardt Kopf & Harr, P.C.
Dallas, TX
Igor Kirman
Wachtell, Lipton, Rosen & Katz
New York, NY
Rick A. Lacher
Houlihan Lokey
Dallas, TX
Joanna Lin
McDermott Will & Emery
Dallas, TX
Robert B. Little
Gibson, Dunn & Crutcher LLP
Dallas, TX
Craig Menden
Wilkie Farr & Gallagher LLP
Palo Alto, CA
William M. Monat
Willis Towers Watson
Chicago, IL
Michael G. O'Bryan
Morrison & Foerster LLP
San Francisco, CA
Rita-Anne O'Neill
Sullivan & Cromwell LLP
Los Angeles, CA
Ridwan Obaray
Perella Weinberg Partners
New York, NY
David Rex
Prophet Equity
Southlake, TX
Michael A. Saslaw
Vinson & Elkins LLP
Dallas, TX
Paul J. Shim
Cleary Gottlieb Steen & Hamilton LLP
New York, NY
Mark S. Solomon
Katten Muchin Rosenman LLP
Dallas, TX
Kimberly R. Spoerri
Cleary Gottlieb Steen & Hamilton LLP
New York, NY
Christina A. Tate
Winston & Strawn LLP
Dallas, TX
Carla Tharp
Raymond James
Houston, TX
Cliff W. Vrielink
Sidley Austin LLP
Houston, TX
Glenn D. West
Weil, Gotshal & Manges LLP
Dallas, TX
Isabella Wezdecki
Johnson & Johnson
New Brunswick, NJ
Sean T. Wheeler
Kirkland Ellis LLP
Houston, TX
Ann Williams
Practical Law
Houston, TX
Jennifer T. Wisinski
Haynes and Boone, LLP
Dallas, TX
Tamera M. Woodard
AT&T
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
Jackson Walker LLP
Dallas, TX
Deborah Salzberg—Director
The University of Texas School of Law
Austin, TX
Elizabeth C. Brandon
Reed Smith 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
Sheppard, Mullin, Richter & Hampton LLP
Dallas, TX
Byron F. Egan
Jackson Walker LLP
Dallas, TX
J. Holt Foster III
Thompson & Knight LLP
Dallas, TX
James R. Griffin
Weil, Gotshal & Manges 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
Noelle M. Reed
Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX
David Rex
Prophet Equity
Southlake, TX
Cliff W. Vrielink
Sidley Austin LLP
Houston, TX
Jennifer T. Wisinski
Haynes and Boone, LLP
Dallas, TX

UT Law CLE

2019 Mergers and Acquisitions Institute

Credit Information

MCLE Credit

Texas
10.75 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
10.75 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.  
New Jersey – Available Via Reciprocity
13.00 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 – Available Via Reciprocity
13.00 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
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  |  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
13.00 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

2019 Mergers and Acquisitions Institute

Key Dates

Dallas

  • Last day for Individual early registration: Oct 2, 2019
    Add $100 for registrations received after this time
  • Last day for In-House Counsel early registration: Oct 2, 2019
    Add $100 for registrations received after this time
  • Last day for Group Special 1 early registration: Oct 2, 2019
    Add $50 for registrations received after this time
  • Last day for Group Special 2 early registration: Oct 2, 2019
    Add $50 for registrations received after this time
  • Last day for cancellation (full refund): Oct 4, 2019
  • Last day for cancellation (partial refund): Oct 7, 2019
    $100 processing fee applied

UT Law CLE

2019 Mergers and Acquisitions Institute

Hotel / Venue

Dallas

The Ritz-Carlton

2121 McKinney Avenue
Dallas, TX
800.960.7082 (reservations)

Parking Information

Valet parking only: $20 daily, $32 overnight   

UT Law CLE

2019 Mergers and Acquisitions Institute

Sponsors