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FIFTH ANNUAL INSTITUTE ON
CORPORATE, SECURITIES, AND RELATED
ASPECTS OF MERGERS AND ACQUISITIONS
Preliminary Program Agenda
| Wednesday, September 24, 2008 |
| 4:00 to 5:00 p.m. |
Registration and Welcome — Sponsored by Alston & Bird |
| 5:00 to 8:00 p.m. |
An Introduction to Basic M&A Legal Principles: The Ten Building Blocks of M&A
• The ABCs of M&A
• Introduction to corporate, securities, tax, antitrust, and related M&A issues not otherwise
addressed at the Institute
S. Beth Farmer, Keith A. Flaum, Lisa A. Schmidt & Samuel C. Thompson, Jr. |
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| Thursday, September 25, 2008 |
| 8:00 to 8:50 a.m. |
Registration and Breakfast — Sponsored by Okapi Partners LLC |
| 8:50 to 9:00 a.m. |
Welcome and Introduction
H. Rodgin Cohen & Samuel C. Thompson, Jr. |
Morning Moderator: Ellen J. Odoner |
| 9:00 to 10:00 a.m. |
Discussion by M&A Investment Bankers and Reporters of Recent Business and Economic Developments in the M&A Marketplace
• Financial and economic issues affecting the M&A marketplace
• Economic impact of the market for acquisition debt
Dennis K. Berman, Robert A. Kindler & Steven M. Davidoff |
| 10:00 to 10:15 a.m. |
Break |
| 10:15 to 11:45 a.m. |
Discussion by California, New York and London M&A Deal Lawyers of Recent Domestic and International M&A Developments
• Deal lawyers' perspectives on legal issues affecting domestic and cross-border M&A
Richard E. Climan , Daniel A. Neff & William Underhill |
| 11:45 a.m. to 12:45 p.m. |
US Investments by Sovereign Wealth Funds
• Perspectives from attorneys intimately involved in these cross-border transactions
H. Rodgin Cohen (Discussion Leader) & Randall D. Guynn |
| 12:45 to 2:00 p.m. |
Luncheon — Sponsored by Georgeson
Luncheon Speaker: Charles W. Scharf, Chief Executive Officer of Retail Financial Services, JP Morgan Chase & Co. |
| Afternoon Moderator: Howard L. Shecter |
| 2:00 to 3:00 p.m. |
Panel Discussion: Impact of Recent Failed Deals on the Drafting of MAC, MAE, Reverse Break-up Fee, and Related Provisions of Merger Agreements
• The credit crunch resulted in failed deals; how should deal lawyers respond?
John G. Finley (Discussion Leader), Martin W. Korman, Peter D. Lyons, Faiza Saeed & Leigh Walton |
| 3:00 to 3:15 p.m. |
Break — Sponsored by: Houlihan Lokey Howard & Zukin |
| 3:15 to 4:15 p.m. |
Acquisitions in the Financial Services Industry
• Acquisitions of banks and bank holding companies
• Acquisitions of other financial institutions, including Bear Stearns
H. Rodgin Cohen (Discussion Leader), Mitchell S. Eitel, Edward D. Herlihy, Lee A. Meyerson & William J. Sweet, Jr. |
| 4:15 to 5:45 p.m. |
Public Company Acquisitions: A Mock Negotiation
• Corporate law, contract law, and SEC issues, including proxy solicitation and shareholder
communications
• Current state of law on deal protection devices and reverse break-up fees
Richard E. Climan (Discussion Leader), George R. Bason, Jr., Frederick S. Green , Joel I. Greenberg & Rachel L. Posner |
| 6:00 to 8:00 p.m. |
Reception — Sponsored by Gibson, Dunn & Crutcher LLP |
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| Friday, September 26, 2008 |
| 8:00 to 8:30 a.m. |
Breakfast |
Morning Moderator: Nathaniel L. Doliner |
| 8:30 to 9:30 a.m. |
Delaware Law Issues in M&A and Related Transactions
• In depth look at recent Delaware case law developments affecting M&A Gregory P. Williams (Discussion Leader), William M. Lafferty, Norman M. Monhait & Donald J. Wolfe, Jr. |
| 9:30 to 10:30 a.m. |
Non-Delaware Law Corporate Governance Issues in M&A and Related Transactions
• In depth look at impact of Sarbanes Oxley Act and SEC initiatives on corporate governance;
the role of investment bankers
John F. Olson (Discussion Leader), Creighton O'M. Condon, Bruce H. Goldfarb, Stephen M. Kotran & Charles M. Nathan |
| 10:30 to 10:45 a.m. |
Break — Sponsored by Blakes |
| 10:45 a.m. to 12:00 p.m. |
Canadian M&A
• In-depth look at issues arising in Canadian M&A
• Comments by the Manager of Mergers and Acquisitions, Ontario Securities Commission (N. Kanji)
J. David A. Jackson (Discussion Leader), William M. Ainley, Geoffrey S. Belsher, Naizam Kanji &
Lorna J. Telfer |
| 12:00 to 1:00 p.m. |
SEC Developments Regarding M&A
• Recent corporation finance developments affecting M&A transactions
• Comments by the Chief of the SEC's Mergers and Acquisitions Office (M. Anderson)
James C. Morphy (Discussion Leader), Michele M. Anderson, Dennis O. Garris & Diane Holt Frankle |
| 1:00 to 2:00 p.m. |
Lunch on your own |
Afternoon Moderator: Vincent F. Garrity, Jr. |
| 2:00 to 3:15 p.m. |
Private Company Acquisitions: A Mock Negotiation
• Dealing with pre- and post-signing issues
• Negotiation by co-heads of ABA Asset Acquisition Task Force and perspectives of head
of ABA Model Stock Purchase Agreement Task Force, an M&A investment banker, and
a Delaware litigator
Ruth E. Fisher (Discussion Leader), Richard De Rose, Byron F. Egan, Robert T. Harper, H.
Lawrence Tafe III & Donald J. Wolfe, Jr. |
| 3:15 to 3:30 p.m. |
Break |
| 3:30 to 4:15 p.m. |
Update on Federal Income Tax Developments Affecting Private Equity, Hedge Funds and M&A
• Current state of legislative efforts to change taxation of PE firms and hedge funds
• Other significant federal income tax developments affecting M&A
Kenneth H. Heitner & Andrew W. Needham |
| 4:15 to 5:15 p.m. |
Ethical Issues Facing Attorneys in M&A and Related Transactions
• State law ethical issues and SEC rules on attorney standards of conduct
Barry S. Alberts (Discussion Leader), Richard M. Humes, Simon M. Lorne & William R. McLucas |
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