Mergers and Acquisitions Conference

Transcription

1 * UP TO 8¾ CPD HOURS AVAILABLE A conference presented by the IBA Corporate and M&A Law Committee with the support of the IBA North American Regional Forum 9th Annual International Mergers and Acquisitions Conference June 2010 The Waldorf=Astoria, New York, USA Topics include: A review of the worldwide M&A marketplace The view from the bench Current M&A Issues Private equity today Asset management M&A Stockholder activism in the aftermath of the economic crisis Antitrust/competition policy affecting M&A under the new regulators Cross-border M&A Who should attend? Lawyers in private practice, in-house counsel, investment bankers, accountants and specialists from mergers and acquisitions businesses *As per the Solicitors Regulation Authority of England and Wales. The number of CPD points/hours available may vary for other bar associations and law societies depending on their criteria. US CLE Application for accreditation of this programme in New York is currently pending. IBA certificates of attendance will be available for lawyers from self reporting US states. Supported by

2 Programme Conference Chair Alan M Klein Simpson Thacher & Bartlett LLP, New York; Senior Vice-Chair, IBA Corporate and M&A Law Committee Conference Co-Chairs Stephen Cooke Head of Mergers & Acquisitions Group, Slaughter and May, London Maximilian Schiessl Hengeler Mueller, Dusseldorf Wednesday 16 June Registration The Waldorf=Astoria Welcome address Alan M Klein A review of the worldwide M&A marketplace Rob Kindler, one the world s leading investment bankers, provides an insider s view of the financial, economic and business factors affecting the M&A market. James C Morphy Sullivan & Cromwell LLP, New York Speaker Robert A Kindler Vice-Chairman and Global Head of M&A, Morgan Stanley, New York Reporter commentators Michael J de la Merced The New York Times, New York Randall Smith The Wall Street Journal, New York Coffee/tea break The view from the bench Two of the leading judges from the Chancery Court of Delaware, the most significant jurisdiction for corporate law in the United States, will address current trends in corporate law. s John G Finley Co-Head, Mergers & Acquisitions Group, Simpson Thacher & Bartlett LLP, New York Mark D Gerstein Global Co-Chair of Mergers & Acquisitions Group, Latham & Watkins LLP, Chicago Honourable William B Chandler III Chancellor, Delaware Court of Chancery Honourable Leo E Strine Jr Vice-Chancellor, Delaware Court of Chancery Associate conference sponsors Associate social event sponsor

3 Current M&A issues The panellists will discuss recent M&A developments arising around the world, including structures and provisions that address current financing conditions, recent hostile deals, market checks and similar matters. Stephen Cooke Olivier Assant Bredin Prat, Paris David Friedlander Mallesons Stephen Jaques, Sydney Hein Hooghoudt NautaDutilh NV, Amsterdam Clay Horner Co-Chair of the Firm, Osler Hoskin & Harcourt LLP, Toronto Faiza J Saeed Cravath Swaine & Moore LLP, New York Lunch Keynote Speaker Robert E Rubin Former US Secretary of the Treasury Private equity today The panel will focus on legal issues in representing private equity firms in the current environment, including alternative forms of financing, PIPE financings, co-investments and the future of regulation of private equity. Paul S Bird Co-Chair, Mergers & Acquisition Group, Debevoise & Plimpton LLP, New York Christian Cascante Head of Corporate/M&A, Gleiss Lutz, Stuttgart; Senior Vice-Chair, IBA Securities Law Committee David Fox Kirkland & Ellis LLP, New York Charles Meek Head of Private Equity, Macfarlanes LLP, London Umberto Nicodano Bonelli Erede Pappalardo, Milan Comments Robert L Friedman Senior Managing Director & Chief Legal Officer, The Blackstone Group, New York Coffee/tea break Asset management M&A The panellists will discuss the legal issues surrounding the increasing consolidation of asset management firms such as brokerages, alternative asset managers and mutual funds. Ralph Arditi Skadden Arps, Slate Meagher & Flom LLP, New York Luis de Carlos Managing Partner, Uria Menendez, Madrid Allard Metzelaar Head of Mergers and Acquisitions, Stibbe, Amsterdam James Palmer Herbert Smith LLP, London Hans-Jorg Ziegenhain Hengeler Mueller, Munich 1800 Hosted cocktail reception Metrazur, East Balcony, Grand Central Terminal Continuing Professional Development /Continuing Legal Education For delegates from countries where CPD/CLE is mandatory, the International Bar Association will be pleased to provide a Conference Certificate of Attendance which, subject to the exact CPD/CLE requirements, may be used to obtain the equivalent accreditation in your jurisdiction. This conference has been accredited for CPD/CLE by the Solicitors Regulation Authority of England and Wales. Delegates should ask staff at the registration desk for information as to how to obtain the hours. US CLE Application for accreditation of this programme in New York is currently pending. IBA certificates of attendance will be available for lawyers from self reporting US states. Exhibitors

4 Programme continued Thursday 17 June Registration The Waldorf=Astoria Stockholder activism in the aftermath of the economic crisis The panel will examine the state of stockholder activism in 2010 and where it may be heading. George R Bason Jr Head of Mergers & Acquisition Group, Davis Polk & Wardwell LLP, New York Edward Braham Global Head of Corporate, Freshfields Bruckhaus Deringer LLP, London Arne Grimme De Brauw Blackstone Westbroek, Amsterdam Alan Miller Co-Chair, Innisfree M&A Incorporated, New York Christopher Young Director of M&A and Proxy Fight Research, RiskMetrics Group, Rockville, Maryland Comments William D Anderson Jr Managing Director, Goldman Sachs & Co, New York Antitrust/competition policy affecting M&A under the new regulators The panellists will discuss the future direction of antitrust and competition policy and its impact on M&A deals, given new regulators in the Europe and the US. James R Griffin Fulbright & Jaworski LLP, Dallas John Boyce Slaughter and May, Brussels Richard Parker Co-Chair of the Antitrust and Competition Practice, O Melveny & Myers LLP, Washington DC Coffee/tea break Cocktail reception sponsors

5 Cross-border M&A The panel will assess key issues that arise across jurisdictions in a cross-border deal, with particular emphasis on recent regulatory developments. Andrew J Nussbaum Wachtell, Lipton, Rosen & Katz, New York Johan Aalto Senior Partner and Head of Private M&A, Hannes Snellman, Helsinki Horacio Bernardes Neto Xavier Bernades Braganca Sociedade de Advogados, Sao Paulo; Council Member, IBA Public and Professional Interest Division; Vice-Chair, IBA Bar Issues Commission Christina Chalk Senior Special Counsel, Office of Mergers & Acquisitions, US Securities and Exchange Commission, Washington DC Youssef Djehane Gide Loyrette Noel, Paris Cocktail reception sponsors

6 International Bar Association the global voice of the legal profession The International Bar Association (IBA), established in 1947, is the world s leading organisation of international legal practitioners, bar associations and law societies. The IBA influences the development of international law reform and shapes the future of the legal profession throughout the world. It has a membership of 35,000 individual lawyers and more than 197 bar associations and law societies spanning all continents. It has considerable expertise in providing assistance to the global legal community as well as being a source of distinguished legal commentators for international news outlets. Grouped into two divisions the Legal Practice Division and the Public and Professional Interest Division the IBA covers all practice areas and professional interests, providing members with access to leading experts and up-to-date information. Through the various committees of the divisions, the IBA enables an interchange of information and views among its members as to laws, practices and professional responsibilities relating to the practice of business law around the globe. Additionally, the IBA s high-quality publications and world-class conferences provide unrivalled professional development and network-building opportunities for international legal practitioners and professional associates. The IBA s Bar Issues Commission provides an invaluable forum for IBA member organisations to discuss all matters relating to law at an international level. The IBA s Human Rights Institute works across the Association, to promote, protect and enforce human rights under a just rule of law, and to preserve the independence of the judiciary and the legal profession worldwide. Other institutions established by the IBA include the Southern Africa Litigation Centre and the International Legal Assistance Consortium. Corporate and M&A Law Committee overview The Corporate and M&A Law Committee is the principal committee within the IBA that covers issues relating to mergers and acquisitions. The committee is responsible for reviewing developments relating to corporate governance, privatisations, joint ventures, as well as the whole range of issues affecting all forms of business organisations from multinationals to listed corporations to private family companies, to partnerships and business trusts. It also follows developments for new forms of business organisations such as SAS, LLC and LLP. The committee provides in-depth information and exchange of views on these developments and contributes actively to their implementation through publications and conferences. Conference programmes are discussed in advance with members, who are encouraged to suggest topics for discussion and debates. Committee members also have the opportunity to participate as speakers. Developments in mergers and acquisitions and business organisation occur almost daily. The committee s goal is that members will use the website to remain informed and to exchange views. North American Regional Forum overview The North American Regional Forum covers Canada, Mexico, Puerto Rico, the United States, and English-speaking areas of the Caribbean. Launched at the IBA Annual Conference in Chicago in 2006, the Forum is the focus for all activities in the region, and organises sessions and a luncheon event at each IBA Annual Conference for education and networking. Future plans include organising conferences in partnership with other IBA Committees and Fora, as well as other bar associations and legal organisations in the region. The Forum is closely affiliated with the Latin American Regional Forum as the regions are geographically proximate and share many issues. The aim of the North American Regional Forum is two-fold: to spread knowledge about legal practice within North America; and to expand the international perspective of lawyers practicing in North America. As an opportunity to participate in a network between lawyers practicing in the region and lawyers outside the region with an interest therein, the North American Regional Forum provides an unrivalled locus of contact. Contact information: International Bar Association 10th Floor, 1 Stephen Street, London W1T 1AT, United Kingdom Tel: +44 (0) Fax: +44 (0)

7 Information Date June 2010 Language All working sessions and conference materials will be in English. Venue Waldorf=Astoria 301 Park Avenue New York NY Tel: + 1 (212) Fax: + 1 (212) How to register Register online by 9 June at and make payment by credit card, to avail of the ten per cent online registration discount or complete the attached registration form and return it to Mary-Kate Friel at the IBA together with your payment. You should receive ed confirmation of your registration within five days; if you do not then please contact Mary-Kate Friel at mary-kate. friel@int-bar.org. Fees Online registrations received: on or before after 7 May 7 May until 9 June IBA member US$1,170 US$1,315 Non-member * US$1,385 US$1,530 Young lawyers (under 30 years) US$880 US$1,530 Academics/judges (full time) US$880 US$1,530 Public lawyers US$880 US$1,530 Corporate counsel US$1,055 US$1,530 After 9 June registrations must be received in hard copy at the IBA office. Hard copy registration forms and fees received: on or before after 7 May 7 May IBA member US$1,300 US$1,460 Non-member * US$1,540 US$1,700 Young lawyers (under 30 years) US$975 US$1,700 Academics/judges (full time) US$975 US$1,700 Public lawyers US$975 US$1,700 Corporate counsel US$1,170 US$1,700 If you would like to become a full or general member of the IBA, which includes membership of one committee or more and inclusion in and access to our membership directory we encourage you to do so now in order to register for this conference at the member rate. Full details of how to join can be found at The IBA offers senior lawyers a discounted registration fee. Please contact the IBA office for further information. Full payment must be received in order to process your registration. Fees include: Attendance at all working sessions Conference materials, including any available speakers papers submitted to the IBA before 1 June Access to the above conference working materials from the IBA website ( approximately seven days prior to the conference Lunch on 16 June Tea and coffee during breaks Invitation to hosted reception on 16 June Please note that registrations are not transferable. List of participants In order for your name to appear in the list of participants, which will be distributed at the conference, your registration form must be received by 9 June at the latest. Registration confirmation All documentation regarding your attendance at the conference can now be obtained from the IBA website. Upon receipt of your payment for the conference a confirmation will be sent containing instructions on how to download the documents. Registration confirmation will not be distributed by post. * By paying the non-member fee, we welcome you as a delegate member of the IBA for the year in which this conference is held, which entitles you to the following benefits: 1) Password access to certain parts of the IBA website. 2) Receipt of IBA E-news and access to online versions of International Bar News. 3) Pay the member rate for any subsequent conference registrations for this calendar year. 4) Take advantage of IBA Special Offers. Promotional literature Please note that no individual or organisation may display or distribute publicity material or other printed matter during the conference, unless by prior arrangement with the IBA. Organisations and companies wishing to discuss promotional opportunities should contact the Sponsorship Department at the IBA (sponsorship@int-bar.org).

8 Payment of registration fees US dollars: by cheque converted at the current rate of exchange and drawn on a US bank and in favour of the International Bar Association. Please send to: 10th Floor, 1 Stephen Street, London W1T 1AT, United Kingdom. OR by bank transfer to the IBA account number: (Sort Code ) at the National Westminster Bank, St James s & Piccadilly Branch, 208 Piccadilly, London W1A 2DG, United Kingdom. SWIFT address NWBKGB2L, IBAN GB55NWBK Please ensure that a copy of the bank transfer details is attached to your registration form. Pounds sterling: by cheque drawn on a UK bank and in favour of the International Bar Association. Please send to: 10th Floor, 1 Stephen Street, London W1T 1AT, United Kingdom. OR by bank transfer to the IBA account number: (Sort Code ) at the National Westminster Bank, St James s & Piccadilly Branch, 208 Piccadilly, London W1A 2DG, United Kingdom or SWIFT address NWBKGB2L, IBAN GB05NWBK Please ensure that a copy of the bank transfer details is attached to your registration form. Euro: by cheque or bank draft, drawn on a euro zone bank and converted at the current rate of exchange and in favour of the International Bar Association OR by bank transfer to the IBA bank account number 550/00/ (Sort Code ) at the National Westminster Bank, St James s & Piccadilly Branch, 208 Piccadilly, London W1A 2DG, United Kingdom or SWIFT address NWBKGB2L, IBAN GB58NWBK Please ensure that a copy of the bank transfer details is attached to your registration form. Use the exchange rate prevailing at the time of registration. Credit card payments: by Visa, MasterCard or American Express. No other cards are accepted. PLEASE ENSURE THAT YOUR NAME AND CON329NEWYORK APPEAR ON ANY TRANSFER OR DRAFT. Cancellation of registration If cancellation is received in writing at the IBA office by Friday 14 May fees will be refunded less a 25 per cent administration charge. We regret that no refunds can be made after this date. Use the exchange rate prevailing at the time of registration. Travel arrangements and visas Participants are responsible for making their own travel arrangements. It is recommended that you check your visa requirements with your local embassy or consulate. We are unable to dispatch visa invitation letters to support your visa application prior to receipt of your registration form and full payment of registration fees. Please apply for your visa in good time. Important change to the US Visa Waiver Program (VWP): As of 12 January 2009 any tourist or business traveller to the US who was previously eligible to visit the US under the VWP is now required to obtain travel authorisation prior to travel. For more information visit the US Department of State website without/without_1990.html. Airlines will electronically verify with US Customs and Border Protection that travellers have applied for, and been given authorisation, to travel to the US. Hotel accommodation A limited number of rooms have been reserved at the Waldorf=Astoria for the nights of June 2010 inclusive: Waldorf=Astoria 301 Park Avenue New York NY Tel: + 1 (877) (reservations) The following rates are per room, per night and exclusive of breakfast, service charges and local taxes. Single/double superior room: US$269 Reservations To make a reservation: Tel: + 1 (877) quoting International Bar Association UK to avail of the group rate. Or book online using the IBA s personalised group web page address: NYCWAWA-INB /index.jhtml?WT.mc_id=POG The hotel requires a credit card number to secure your reservation. Cancellation and no-show policy Cancellations received at the Waldorf=Astoria 24 hours prior to your scheduled arrival will not incur a penalty. No-shows and any cancellations received after this time will be charged a one-night cancellation penalty. Please note that any reservation made after Thursday 13 May will be subject to availability and cannot be guaranteed at the special IBA rate. As a limited number of rooms have been blocked at the hotel, availability cannot be guaranteed once the room block is full. Delegates are responsible for making accommodation reservations directly with the hotel and entering into an agreement with the hotel regarding credit card guarantees, cancellation terms and conditions, and room rates (should these differ from the special IBA rate). The IBA cannot accept responsibility for hotel accommodation disputes between a delegate and the hotel. Disabled access The Waldorf=Astoria is wheelchair accessible. Please notify us if you require special assistance. The organisers may at any time, with or without giving notice, in their absolute discretion and without giving any reason, cancel or postpone the conference, change its venue or any of the other published particulars, or withdraw any invitation to attend. In any case, neither the organisers nor any of their officers, employees, agents, members or representatives shall be liable for any loss, liability, damage or expense suffered or incurred by any person, nor will they return any money paid to them in connection with the conference unless they are satisfied not only that the money in question remains under their control but also that the person who paid it has been unfairly prejudiced (as to which, decision shall be in their sole and unfettered discretion and, when announced, final and conclusive).

9 Registration form 9th International Mergers and Acquisitions Conference June 2010, The Waldorf=Astoria, New York, USA Please read the Information section before completing this form and return it together with your payment to Mary-Kate Friel at the address overleaf. Personal details (Please attach your business card or write in block capitals) Title Given name Family name Name and country to be shown on badge (if different from above) IBA membership number (if applicable) Date of birth Firm/company/organisation Address Tel Fax Special dietary requirements To obtain a ten per cent discount on the fees below, please register by 9 JUNE online at IBA members can register online by 7 MAY for US$1,170 Please see Information for further online registration details. Registration form and fees received: On or before After Amount payable 7 May 7 May IBA member US$1,300 US$1,460 US$ Non-member* US$1,540 US$1,700 US$ Young lawyers (under 30 years) US$975 US$1,700 US$ Academics/judges (full time) US$975 US$1,700 US$ Public lawyers US$975 US$1,700 US$ Corporate counsel US$1,170 US$1,700 US$ TOTAL AMOUNT PAYABLE US$ Full payment must be received in order to process your registration. Please note that registrations are not transferable. The IBA offers senior lawyers a discounted registration fee. Please contact the IBA office for further information. *Join the IBA today and register for this conference at the IBA member rate. Please find the membership application form at Continued overleaf

10 Payment details I enclose a cheque/bank draft made payable to the IBA for the total amount payable. I have transferred to the IBA bank account the total amount payable and have attached a copy of the bank transfer details. Please charge the total amount due to my (delete as appropriate) Visa/MasterCard/American Express. Other cards are not accepted. Card number Start date Expiry date Name of cardholder Signature Date Where did you first hear about this conference? IBA CONFERENCE OTHER CONFERENCE DIRECT MAIL INTERNET ADVERTISEMENT EDITORIAL RECOMMENDATION OTHER Please provide further details, quoting code (if applicable) IBA listings are provided to relevant third parties for marketing purposes. The IBA will treat your personal information with the utmost respect and in accordance with UK data privacy laws. If you are agreeable to passing on your details, please tick this box If you do not wish to receive IBA information and materials, please tick this box Your details will however be included in the list of participants, circulated at the conference and displayed within the delegate search of the IBA website. Please send the completed form to: Mary-Kate Friel International Bar Association 10th Floor, 1 Stephen Street London W1T 1AT, United Kingdom Tel: +44 (0) Fax: +44 (0) or +44 (0) mary-kate.friel@int-bar.org Website: For office use only Payment Banked Processed

11 Deutsche Bank Global Transaction Banking Where can I find comprehensive administrative services for mergers & acquisitions? Deutsche Bank has the solution. Deutsche Bank is a leading provider of trustee, escrow, tender, exchange and paying agent services relating to M&A transactions. With over 100 years of experience we understand the complex nature of the business. Whether the transaction incorporates one or multiple parties, over a fixed or variable time period, with active or infrequent distributions, we help create the solution best suited to the needs of each client. For further information, please contact: Paul Dispenza (212) The information contained herein is strictly for informational purposes only and does not constitute and shall not be construed to constitute any contractual or non-contractual obligation or liability of Deutsche Bank AG or any of its affiliates, including Deutsche Bank Trust Company Americas (collectively Deutsche Bank ), nor shall this advertisement or the content herein be construed as advice, an offer or a solicitation of any nature whatsoever nor is this advertisement or its contents intended to be relied upon by any person. Deutsche Bank makes no representation as to the accuracy, completeness, or timelines of such information. Deutsche Bank shall not be held liable for the authentication of or compliance with the information contained herein nor does Deutsche Bank assume any obligation to update any such information. No part of this advertisement may be copied or reproduced in any way without the prior written consent of Deutsche Bank. Copyright 2010 Deutsche Bank AG. All Rights Reserved.

12

13 REUTERS/Kim Kyung Hoon GET CLOSER. SEE FARTHER. TAKE A LOOK AT BUSINESS CITATOR ON WESTLAW BUSINESS Business Citator gives you a more powerful view of a company with more focused due diligence information. In just minutes, you can gather a complete profile on a client, peer, supplier, acquisition target, or competitor. Then, print professionally formatted Business Citator Reports containing just what you need to know. With one look at Business Citator, you ll be seeing things differently. Go to learn.westlawbusiness.com or call Thomson Reuters L /1-10 Thomson Reuters and the Kinesis logo are trademarks of Thomson Reuters.