Mergers & Acquisitions 2011:

Transcription

1 Satisfy Your CLE Requirements! Mergers & Acquisitions 2011: What You Need to Know Now, September 8, 2011 Boston, Cleveland, Philadelphia, Pittsburgh, Mechanicsburg and New Brunswick Groupcast Locations, September 8, 2011 Live Webcast, September 8, September 22-23, 2011 Revisiting the role of special committees Exploiting new tactics in deal jumps Understanding the latest techniques in deal litigation Continuing vitality of the poison pill post-airgas Grappling with cutting edge deal structures Practical antitrust advice for the M&A lawyer Do You Know There Are 5 Ways To Attend PLI s Programs? See inside for details... Register Online at or Call (800) 260-4PLI

2 Mergers & Acquisitions: What You Need to Know Now, September 8, 2011 Boston, Cleveland, Philadelphia, Pittsburgh, Mechanicsburg and New Brunswick Groupcast Locations, September 8, 2011, September 22-23, 2011 Why You Should Attend M&A activity continues to rebound nicely in 2011 on all fronts. Private equity transactions, tender offers and hostile bids are all on the increase. Among the unsolicited offers, some (Sanofi/Genzyme) ended well for bidders and others (Air Products/Airgas) not so well. Relatively reliable equity and debt markets have contributed to stabilizing the M&A landscape, and acquisition financing terms have continued their seemingly inexorable march back to pre-crisis standard. Activist shareholders are once again asserting influence, but at the same time several high profile votes went against the recommendations of the proxy advisory firms. Perhaps the most unsettling influence on the M&A field is the Delaware judiciary, which continues to produce dramatic and, at times, surprising opinions at a pace that stuns even the most seasoned practitioners. Join our expert faculty of lawyers, general counsels, regulators and investment bankers as we explore the fascinating state of M&A and the trends you need to be aware of for the year ahead. What You Will Learn Trends and techniques in tender offers, private equity transactions and acquisition financing Increasing importance of, and spotlight on, Board process Continuing vitality of the poison pill and the Just Not Now defense post-airgas Dramatic developments in Delaware law and shareholder litigation Impact of shareholder activism and proxy advisory firms Insight into the antitrust regulatory landscape Who Should Attend This seminar is geared to attorneys in private practice and in-house counsel who seek a practical overview of key issues that arise in the dealmaking process. Live Webcast at The session of this program is available live via the web at Print the Course Handbook Submit questions electronically Get real-time education right from your PC! If you have any questions please call PLI s Customer Relations Department at (800) 260-4PLI. PLI s Nationally Acclaimed Course Handbooks All program attendees will receive a copy of the Course Handbook Mergers & Acquisitions 2011: What You Need to Know Now, either in one bound volume or on a flash drive. The Course Handbook is prepared specifically for this program and also stands alone as a permanent reference. PLI s Course Handbooks represent the definitive thinking of the nation s finest legal minds, and are considered the standard reference in the field. The Course Handbook will be available on the first day of the program. Please note: Webcast attendees will have access to a downloadable version of the Handbook one business day prior to the program. R e s e r v e y o u r p l a c e t o d a y, c a l l ( ) P L I.

3 F A C U L T Y Co-Chairs R. Scott Falk Kirkland & Ellis LLP Sarkis Jebejian Cravath, Swaine & Moore LLP N E W Y O R K C I T Y, G R O U P C A S T L O C A T I O N S A N D L I V E W E B C A S T Francis J. Aquila Sullivan & Cromwell LLP C. Stephen Bigler Richards, Layton & Finger, P.A. Barbara L. Borden Cooley LLP San Diego Patricia Brink Director of Civil Enforcement Antitrust Division U.S. Department of Justice Washington, D.C. Mark D. Gerstein Latham & Watkins LLP / Brian Gudofsky Technology, Co-Head Global Technology Services Credit Suisse Securities (USA) LLC Michael Hanrahan Prickett, Jones & Elliott, P.A. John D. Harkrider Axinn, Veltrop & Harkrider LLP Mark Hickson Bank of America Merrill Lynch Phillip R. Mills Davis Polk & Wardwell LLP Carmen M. Molinos Morgan Stanley Mark A. Morton Potter Anderson & Corroon LLP Charles W. Mulaney, Jr. Skadden, Arps, Slate, Meagher & Flom LLP Tim Muris Kirkland & Ellis LLP Washington, D.C. Kenneth J. Nachbar Morris, Nichols, Arsht & Tunnell LLP Minh Van Ngo Cravath, Swaine & Moore LLP Dusty Philip Co-Head of M&A, Americas Goldman, Sachs & Co. Paul K. Rowe Wachtell, Lipton, Rosen & Katz Paul J. Shim Cleary Gottlieb Steen & Hamilton LLP James C. Woolery Co-Head of North America M&A J.P. Morgan Securities LLC C H I C A G O Francis J. Aquila Sullivan & Cromwell LLP C. Stephen Bigler Richards, Layton & Finger, P.A. Barbara L. Borden Cooley LLP San Diego Patricia Brink Director of Civil Enforcement Antitrust Division U.S. Department of Justice Washington, D.C. Michael Carr Co-Head of M&A, Americas Goldman, Sachs & Co. Paul L. Choi Sidley Austin LLP Mark D. Gerstein Latham & Watkins LLP / Henry Gosebruch Mergers & Acquisitions J.P. Morgan Securities LLC John F. Grossbauer Potter Anderson & Corroon LLP Michael Hanrahan Prickett, Jones & Elliott, P.A. John D. Harkrider Axinn, Veltrop & Harkrider LLP Mark Hickson Bank of America Merrill Lynch Elizabeth Clough Kitslaar Jones Day Steven Koch Vice Chairman and Co-Chairman of Mergers and Acquisitions Credit Suisse Securities (USA) LLC Phillip R. Mills Davis Polk & Wardwell LLP Philip L. Mowery Vedder Price P.C. Charles W. Mulaney, Jr. Skadden, Arps, Slate, Meagher & Flom LLP Kenneth J. Nachbar Morris, Nichols, Arsht & Tunnell LLP Mark A. Nicholson Senior Counsel Baxter Healthcare Corporation Deerfield, Illinois Paul K. Rowe Wachtell, Lipton, Rosen & Katz George F. Schoen Cravath, Swaine & Moore LLP Michael W. Sculnick PricewaterhouseCoopers LLP Paul J. Shim Cleary Gottlieb Steen & Hamilton LLP Jodi A. Simala Mayer Brown LLP Tedd Smith Morgan Stanley Christine S. Wilson Kirkland & Ellis LLP Washington, D.C. Program Attorney: Grace O Hanlon

4 P R O G R A M Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival., September 8, :00 a.m. - 5:30 p.m. Morning Session: 9:00 a.m. 12:15 p.m. 9:00 The Current M&A Landscape Overview of M&A marketplace Key industries and deal drivers The outlook for cross-border deals R. Scott Falk, Sarkis Jebejian, Dusty Philip, James C. Woolery 10:00 Shareholder Rights Plans Impact of Barnes & Noble and Airgas cases Building the right record Current issues in drafting plans Mark A. Morton, Charles W. Mulaney, Jr., Paul K. Rowe 11:00 Networking Break 11:15 Novel Issues in Deal Jumps Overview of rise in deal jumps New tactics for the current environment Impact of match rights and other deal protection Francis J. Aquila, Mark Hickson, Minh Van Ngo 12:15 Lunch Break Afternoon Session: 1:15 p.m. 5:30 p.m. 1:15 Antitrust Issues for the M&A Lawyer Sharing sensitive information in due diligence Collecting and reviewing 4(c) documents Dos and don ts between signing and closing Patricia Brink, John D. Harkrider, Tim Muris 2:15 Revisiting the Role and Need for Special Committees When do you need a special committee? Selection of financial advisors Key lessons from recent cases C. Stephen Bigler, Phillip R. Mills, Carmen M. Molinos 3:15 Networking Break 3:30 M&A Litigation Trends and hot buttons in deal litigation What does it take to block a merger? Tips to minimize risk Mark D. Gerstein, Michael Hanrahan, Kenneth J. Nachbar 4:30 Cutting Edge Deal Structures Earnouts, CVRs and other contingent payments Use of tender offers in leveraged transactions Hybrid go-shops for strategic bidders Barbara L. Borden, Brian Gudofsky, Paul J. Shim 5:30 Adjourn 5 Ways to Attend PLI s Programs: Live Programs Attend the program with other attendees and ask the speakers questions from the floor. Ideal if you want the live experience. Live Webcasts View the live program from your home or office and watch the streaming video on your laptop or desktop, ask questions electronically, view or print the Course Handbook, and, if you have to miss any of it, you have access to the archived portion for one year. Ideal if you can t travel and still want to benefit from simultaneous live viewing of the program.

5 S C H E D U L E S, September 22-23, 2011 Day One: 9:00 a.m. - 4:45 p.m. Morning Session: 9:00 a.m. 12:15 p.m. 9:00 The Current M&A Landscape Overview of M&A marketplace Key industries and deal drivers The outlook for cross-border deals Michael Carr, R. Scott Falk, Sarkis Jebejian, Steven Koch 10:00 Shareholder Rights Plans Impact of Barnes & Noble and Airgas cases Building the right record Current issues in drafting plans John F. Grossbauer, Charles W. Mulaney, Jr., Paul K. Rowe 11:00 Networking Break 11:15 Novel Issues in Deal Jumps Overview of rise in deal jumps New tactics for the current environment Impact of match rights and other deal protection Francis J. Aquila, Mark Hickson, George F. Schoen 12:15 Lunch Break Afternoon Session: 1:30 p.m. 4:45 p.m. 1:30 Antitrust Issues for the M&A Lawyer Sharing sensitive information in due diligence Collecting and reviewing 4(c) documents Dos and don ts between signing and closing Patricia Brink, John D. Harkrider, Christine S. Wilson 2:30 Employment and Compensation Arrangements New Dodd-Frank rules on parachutes Key issues in noncompete, employment and severance arrangements Governance tips for the M&A lawyer Elizabeth Clough Kitslaar, Philip L. Mowery, Michael W. Sculnick 3:30 Networking Break 3:45 Revisiting the Role and Need for Special Committees When do you need a special committee? Selection of financial advisors Key lessons from recent cases C. Stephen Bigler, Phillip R. Mills, Tedd Smith 4:45 Adjourn Groupcasts Bring a PLI program for group viewing directly to your conference room. Enjoy the live streaming video and receive the best legal education from our expert faculty. All while training more people for less money, in the privacy of your own office setting. CLE Now Web Segments/Programs PLI anywhere, anytime you want it right from your PC. MP3/Audio CD/DVDs Watch or listen to PLI s programs in the comfort of your home or office. Visit for more details.

6 Day Two: 9:00 a.m. 12:15 p.m. Program Attendees Save 35% on These Treatises: 9:00 Cutting Edge Deal Structures Earnouts, CVRs and other contingent payments Use of tender offers in leveraged transactions Hybrid go-shops for strategic bidders Barbara L. Borden, Henry Gosebruch, Paul J. Shim 10:00 M&A Litigation Trends and hot buttons in deal litigation What does it take to block a merger? Tips to minimize risk Mark D. Gerstein, Michael Hanrahan, Kenneth J. Nachbar Mergers, Acquisitions and Tender Offers: Law and Strategies Samuel C. Thompson, Jr. (Professor of Law, Dickinson School of Law Pennsylvania State University) 4 looseleaf volumes, 5,174 pages, $395 $ (Updated annually or as needed: No charge for revision issued within 3 months of purchase) 11:00 Networking Break 11:15 Key Issues in Private Transaction Indemnities Ensuring that the indemnity is from a creditworthy entity Arguing for indemnification beyond the escrow Risk allocation among private company shareholders Paul L. Choi, Mark A. Nicholson, Jodi A. Simala 12:15 Adjourn Public Company Deskbook: Sarbanes-Oxley and Federal Governance Requirements Second Edition John T. Bostelman, Robert E. Buckholz, Jr. and Marc R. Trevino (Sullivan & Cromwell LLP) 3 looseleaf volumes, 2,951 pages, $485 $ (Updated annually or as needed: No charge for revision issued within 3 months of purchase) Visit the PLI Bookstore the day of the program to receive your discount! Pro Bono Efforts Since 1933, PLI has been the comprehensive resource for the training and development needs of legal professionals. PLI is heavily involved in pro bono and research and development activities to ensure that all practicing attorneys and law students remain on the cutting edge. These activities include awarding full and partial scholarships to our Institutes and Programs, assisting public interest organizations in their training needs, and helping law students become first-rate attorneys by posting free lectures on our web site and offering free MPRE courses. For more information, go online to pro-bono.pli.edu.

7 Cost is not a concern for Individual Privileged Members. Individual Privileged Members have the complete freedom to attend as many of PLI s 300+ annual programs and Live Webcasts as they please, for one flat annual fee. For just $3,495 you can get the training you need, however you want it. Contact membership@pli.edu for more information. R E G I S T R AT I O N / H O T E L I N F O R M AT I O N F O U R E A S Y W A Y S T O R E G I S T E R WEB: PHONE: (800) 260-4PLI Monday - Friday, 9 a.m. - 6 p.m., Eastern Time FAX: (800) Open 24 Hours! MAIL: Practising Law Institute 810 Seventh Avenue, New York, NY Fax or mail completed Registration/Order Form on back cover Seminar Location: PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York Message Center, program days only: (800) Hotel Accommodations: Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible. Hilton New York Hotel, 1335 Avenue of the Americas, New York, New York Reservations (877) NYC-HILT. Please mention you are booking a room under the Practising Law Institute Corporate Rate and the Client File N# is You may also book reservations online: go to for this program, click Hilton link to see preferred rates. Enter requested dates and Practising Law Institute rates will appear. Warwick New York Hotel, 65 West 54th Street, New York, New York block from PLI Center. Reservations or hotel direct Please mention that you are booking a room under the Practising Law Institute Corporate Rate. Reservations online at Click reservations in menu bar on left. Select desired dates. In Special Rates drop down window select Corporate Rate. In Rate Code enter PLIN. Click search and select desired room type and rate plan. Or, you may reservation requests to: res.ny@warwickhotels.com Seminar Location: University of Gleacher Center, 450 N. 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Mergers & Acquisitions 2011: What You Need to Know Now (, September 8, 2011) has been approved for experienced attorneys for a maximum of 8.0 credit hours, of which 8.0 credit hours can be applied toward the professional practice requirement. Mergers & Acquisitions 2011: What You Need to Know Now (, September 22-23, 2011) has been approved for experienced attorneys for a maximum of 10.5 credit hours, of which 10.5 credit hours can be applied toward the professional practice requirement. California MCLE Credit: PLI is a State Bar of California approved MCLE provider. Mergers & Acquisitions 2011: What You Need to Know Now (, September 8, 2011) has been approved for MCLE credit in the amount of 7.0 credit hours. Mergers & Acquisitions 2011: What You Need to Know Now (, September 22-23, 2011) has been approved for MCLE credit in the amount of 9.0 credit hours. PLI will retain the required MCLE records for these programs. 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8 Practising Law Institute Mergers & Acquisitions: What You Need to Know Now R E G I S T R A T I O N / O R D E R F O R M When Registering, Please Refer to Priority Code: LCK1 YES, please register me for the following session: Mergers & Acquisitions Seminar,* September 8, 2011, PLI New York Center, $1, Boston Groupcast Location,* September 8, 2011, Massachusetts CLE, $1, Seminar Location,* September 22-23, 2011, University of Gleacher Center, 1, Cleveland Groupcast Location,* September 8, 2011, Pennsylvania Bar Institute, $1, Mechanicsburg Groupcast Location,* September 8, 2011, Pennsylvania Bar Institute, $1, New Brunswick Groupcast Location,* September 8, 2011, New Jersey Institute for Continuing Legal Education, $1, Philadelphia Groupcast Location,* September 8, 2011, Pennsylvania Bar Institute, $1,595 2 My address is: Please send me updates on PLI programs and services. * Includes Course Handbook, in either bound volume or flash drive format. Webcast attendees will have access to a downloadable version of the Handbook one business day prior to the program. Audio CDs and DVDs must be prepaid and are non-refundable, with the exception of defective or unopened products. 1 All treatises require prepayment and can be returned within 30 days for a full refund. FREE Shipping and Handling on all Audio CD/DVD and Treatise purchases. PLI will pay shipping and handling charges on all prepaid Course Handbook orders in the United States, U.S. Possessions and Canada. California, Florida, Illinois, Maryland, Massachusetts, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, Texas, Virginia and Washington, D.C. residents please add applicable sales tax to price of Publications and Audio CD and DVD products. Make necessary corrections on mailing address Pittsburgh Groupcast Location,* September 8, 2011, PBI Professional Development Conference Center, $1,595 2 Live Webcast,* September 8, 2011 (Register online prior to first day of program - #29608), $1, Seminar Location,* September 22-23, 2011, University of Gleacher Center, 1, Privileged Member Fee: $ Course Handbook only, either 1 bound volume or flash drive, $ Audio CDs, available October 2011, $ DVDs, available October 2011, $1, Mergers, Acquisitions and Tender Offers: Law and Strategies, 1 4 looseleaf volumes, $ Public Company Deskbook: Sarbanes-Oxley and Federal Governance Requirements, 1 3 looseleaf volumes, $485 Please check if you are a PLI Privileged Member. Please send me information on PLI Membership. Please send me PLI s catalog of Publications. Please send me PLI s catalog of Institutes and Programs. The information below is required to properly process your CLE certificate: State: Bar ID# State: Bar ID# State: Bar ID# $ check enclosed (Payable to Practising Law Institute) Bill me PLI Privileged Member Please Charge to: Visa MasterCard American Express Diners Club Credit Card No.: Exp. Date: Signature Required: Phone No.: PRIORITY CODE: LCK1 8A500 Practising Law Institute 810 Seventh Avenue New York, NY NON-PROFIT ORGANIZATION U.S. POSTAGE PAID PRACTISING LAW INSTITUTE Name Title Firm Address (Use Street Address for UPS Delivery) City/State/Zip Phone Fax