Mergers and Acquisitions Conference

Transcription

1 UP TO 8.75 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 10th Annual International Mergers and Acquisitions Conference June 2011 The Waldorf=Astoria New York, USA *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. Topics include: A review of the worldwide M&A market place The view from the bench Current M&A Issues Private equity today New Frontiers in M&A diligence Stockholder activism today BRIC M&A in the post-financial crisis era Cross-Border M&A Who should attend? Lawyers in private practices, in-house counsel, investment bankers, accountants and specialists from mergers and acquisitions business.

2 Programme Conference Chair Alan M Klein Simpson Thacher & Bartlett LLP, New York; Co-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 15 June Registration Waldorf=Astoria, Empire Terrace, lobby level Welcome address Alan M Klein A review of the worldwide M&A market place Christopher Ventresca and Jim Woolery, who lead the M&A group at one of the world s largest banks, provide an insider s view of the financial, economic and business factors affecting the M&A market. Eileen Nugent Head of Private Equity, Skadden Arps Slate Meagher & Flom LLP, New York Christopher Ventresca Managing Director and Co-Head of North American M&A, JP Morgan, New York Jim Woolery Managing Director and Co-Head of North American M&A, JP Morgan, New York Reporter commentators Gina Chon The Wall Street Journal, New York Michael de la Merced The New York Times, New York Coffee/tea break The view from the bench Two of the leading judges from the State of Delaware, the most significant jurisdiction for corporate law in the United States, will address current trends in corporate law. s James R Griffin Dewey & LeBoeuf LLP, Palo Alto James C Morphy Sullivan & Cromwell LLP, New York Honourable Myron T Steele Chief Justice, Delaware Supreme Court Honourable J Travis Laster Vice-Chancellor, Delaware Court of Chancery Current M&A Issues The panellists will discuss recent M&A developments arising around the world, including recent hostile deals, protectionism and deal protections. Stephen Cooke Olivier Assant Bredin Prat, Paris Paul S Bird Co-Chair, Mergers and Acquisitions Group, Debevoise & Plimpton LLP, New York David Friedlander Mallesons Stephen Jacques, Sydney Arne Grimme De Brauw Blackstone Westbroek, Amsterdam Clay Horner Co-Chair of the Firm, Osler, Hoskin & Harcourt, Toronto Lunch Keynote speaker Aparisim Bobby Ghosh Deputy International Editor, TIME Magazine Associate social event sponsors

3 Thursday 16 June Private equity today The panel will focus on legal issues in representing private equity firms today, as well as in representing counterparties in current transactions with private equity firms. Franci Blassberg Co-Chair, Private Equity Group, Debevoise & Plimpton LLP, New York Christian Cascante Head of Corporate/M&A, Gleiss Lutz, Stuttgart Charles Martin Senior Partner, Macfarlanes LLP, London Umberto Nicodano Bonelli Erede Pappalardo, Milan Kirk Radke Kirkland & Ellis LLP, New York Commentator John G Finley Senior Managing Director & Chief Legal Officer, The Blackstone Group, New York Coffee/tea break New Frontiers in M&A diligence The panellists will discuss significant developing areas of M&A diligence, such as compliance with the US Foreign Corrupt Practices Act, the UK Anti-Bribery Act and UN prohibitions against child labour. Mark J Stein Simpson Thacher & Bartlett LLP, New York Charles Duross Deputy Chief, Criminal Division, Fraud Section, US Department of Justice, Washington DC (invited) James Gunderson Governance and Transactions LLC, New York Sameer Huda Hadef & Partners, Dubai Richard Swallow Slaughter & May, London Bruce E Yannett Debevoise & Plimpton LLP, New York 1800 Hosted cocktail reception Metrazur, East Balcony, Grand Central Terminal Registration Waldorf=Astoria, Empire Terrace, lobby level Stockholder activism today The panel will examine the state of stockholder activism in 2011 and where it may be heading. Faiza J Saeed Cravath Swaine & Moore LLP, New York Edward Braham Global Head of Corporate, Freshfields Bruckhaus Deringer LLP, London Chris Cernich Director of M&A and Proxy Contest Research, ISS, Rockville, Maryland Hein Hooghoudt NautaDutilh NV, Amsterdam Alan Miller Co-Chair, Innisfree M&A Incorporated, New York Comments William D Anderson Jr Managing Director, Goldman Sachs & Co, New York Coffee/tea break BRIC M&A in the post-financial crisis era The panellists will discuss the future direction of M&A involving Brazil, Russia, India and China, both inbound and outbound. George R Bason Jr Head of Mergers & Acquisition Group, Davis Polk & Wardwell LLP, New York Horacio Bernardes Neto Xavier Bernardes Bragança Sociedade de Advogados, Sao Paulo; Council member, IBA Public Professional Interest Division; Vice-Chair, IBA Bar Issues Commission David Fu Global Law Office, Beijing James Palmer Global Head of Corporate, Herbert Smith, London Vassily Rudomino Senior Partner, ALRUD, Moscow; Co-Chair, IBA European Regional Forum; Deputy Secretary General, IBA Council Cyril Shroff Managing Partner, Amarchand & Mangaldas & Suresh A Shroff & Co, Mumbai; Council member, IBA Legal Practice Division Luncheon and refreshment break sponsors Exhibitors

4 Thursday 16 June continued 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 Nussbaum Wachtell Lipton Rosen & Katz, New York Christina Chalk Senior Special Counsel, Office of Mergers & Acquisitions, US Securities and Exchange Commission, Washington DC Youssef Djehane Gide Loyrette Noel, Paris Juan Miguel Goenechea Uria Menendez, Madrid Hans Witteveen Stibbe, London Hans-Jorg Ziegenhain Hengeler Mueller, Munich; Vice-Chair, Current Legal Developments Subcommittee; IBA Corporate & M&A Committee 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. Cocktail reception sponsors

5 Information Date June 2011 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 8 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 the Jenni Cahill at the IBA together with your payment. You should receive ed confirmation of your registration within five days; if you do not then please jenni.cahill@int-bar.org. Fees Online registrations received: on or before 6 May after 6 May until 8 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 8 June registrations must be received in hard copy at the IBA office. Hard copy registration forms and fees received: on or before 6 May after 6 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 * 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 IBA Global Insight. 3) Pay the member rate for any subsequent conference registrations for this calendar year. 4) Take advantage of IBA Special Offers. 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 3 June Access to the above conference working materials from the IBA website ( approximately seven days prior to the conference Lunch on 15 June Tea and coffee during breaks Invitation to hosted reception on 15 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 8 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. 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). 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).

6 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. Use the exchange rate prevailing at the time of registration. Credit card payments: by Visa, MasterCard or American Express. No other cards are accepted. 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. Use the exchange rate prevailing at the time of registration. 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. PLEASE ENSURE THAT YOUR NAME AND CON380NEWYORK APPEAR ON ANY TRANSFER OR DRAFT. No Deductions or Withholdings All fees payable to us by you in accordance with the terms contained in this information section shall be paid free and clear of all deductions or withholdings whatsoever. If any deductions or withholdings are required by law to be made from any fees payable to us by you under the terms contained in this information section you shall pay such sum as will, after the deduction or withholding has been made, leave us with the same amount as we would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If we obtain the benefit of any tax credit or other relief by reference to any such deductions or withholdings, then we shall repay to you such amount as, after such repayment has been made, will leave us in no worse position than we would have been had no such deductions or withholdings been required. Cancellation of registration If cancellation is received in writing at the IBA office by Friday 13 May fees will be refunded less a 25 per cent administration charge. We regret that no refunds can be made after this date. 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. 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_1990.html. Please apply for your visa in good time. 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 2011 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$289 Reservations To make a reservation: Tel: +1 (877) quoting International Bar Association - UK to avail of the group rate. The hotel requires a credit card number to secure your reservation. Cancellation and no-show policy Cancellations received at the Waldorf=Astoria 48 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 12 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. Or book online using the IBA s personalised group web page address: NYCWAWA-IBA /index.jhtml?WT.mc_id=POG Disabled access The Waldorf=Astoria is wheelchair accessible. Please notify us if you require special assistance.

7 Registration form 10th International Mergers and Acquisitions Conference June 2011, The Waldorf=Astoria, New York, USA Please read the Information section before completing this form and return it together with your payment to Jenni Cahill 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 8 June online at IBA members can register online by 6 May for US$1,170 Please see Information for further online registration details. Registration form and fees received: On or before After Amount payable 6 May 6 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$1,700 US$ 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 TOTAL AMOUNT PAYABLE US$ Full payment must be received in order to process your registration. Please note that registrations are not transferable. Continued overleaf

8 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. Please send the completed form to: International Bar Association Jenni Cahill 10th Floor, 1 Stephen Street, London W1T 1AT, United Kingdom Tel: +44 (0) Fax: +44 (0) Or +44 (0) jenni.cahill@int-bar.org For office use only Payment Banked Processed

9 The LL.M in International Legal Practice I enjoyed the practical value of subjects studied, and the ability to veer away from a heavily academic approach. Global Professional Training with the International Bar Association and the College of Law the practical route to enhance your career. It has exceeded my expectations this course in its entirety is the best study experience that I have had. Aimed at law graduates, newly qualified and more experienced lawyers wishing to enhance their skills and to compete in the global market, the LL.M is based on legal practice and provides you with a qualification that is rigorous, challenging and stimulating yet at the same time being highly beneficial to your day-to-day working life. The benefits of the LL.M in International Legal Practice You choose what to study Tailor what you study to your career path and/or practice area All modules are practice-led with contributions from leading global law firms You choose how to study Study your LL.M at a time and place that suits you Full-time LL.M in London Starts in September 2011 at our London Moorgate centre Three workshops per week 2.5 hours each Supported by i-tutorials, online test and feedback exercises and independent learning and research S-mode modules The i-tutorials are very easy to use and informative, an excellent way for busy practitioners to learn. Start in January or July each year Online study with one-to-one online supervision from a College tutor Nine units per module We supply an extensive suite of user-friendly, practical course material including electronic learning aids You choose your pace of learning Modular course design enables you to determine your own pace of learning S-mode modules start in January and July each year Register now and take that step for educational and career development Module First available start date Business, finance and the legal services market International intellectual property practice International commercial legal practice International public companies practice International capital markets and loans practice International mergers and acquisitions practice International antitrust practice International business organisations International arbitration practice International joint ventures For further information, and to register please llm@lawcol.co.uk Internships/LLM/LLM_Home.aspx

10 The IBA s Human Rights Institute The International Bar Association s Human Rights Institute (IBAHRI), established in 1995 under the Honorary Presidency of Nelson Mandela, has become a leading global force in setting governments agendas in human rights, supporting judges, lawyers and human rights campaigners and promoting respect for the rule of law worldwide. The IBAHRI runs training and workshops, capacity building projects, fact-finding missions, trial observations, technical assistance, thematic reports and guidelines and many other projects in pursuit of these goals. All our activities are funded by grants and individual donations. Become a member for just 35 a year less than 3 a month to help support our projects. Your contribution will have a tangible effect on the protection and promotion of human rights around the world. Visit for more information, and click join to become a member. Alternatively, us at hri@int-bar.org. Map illustrating the IBAHRI s work around the world

11 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 over 40,000 individual lawyers and more than 195 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 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. The committee is also following 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. Advert space Conference programmes are discussed in advance with members, who are encouraged to suggest topics for discussion and debates. Our members will 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 keep informed and to exchange views. Additionally, the Corporate and M&A Law Committee works with the following committee to form the Corporate Law Section: Closely Held and Growing Business Enterprises The committee officers are keen to welcome new members to the committee, and they encourage members to play an active role in the committee and its conferences. Members who wish to participate should contact the IBA. 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 Chicago Annual Conference 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 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)

12 Long established as the trading and commercial hub of the Middle East, Dubai combines the excitement of a bustling commercial centre with the wide open spaces of a luxurious resort. Located at the cross-roads of Asia, Europe and Africa, and offering facilities of the highest international standards combined with the charm and adventure of Arabia, Dubai is sure to be another premier destination for the IBA Annual Conference What will Dubai 2011 offer? The largest gathering of the international legal community in the world a meeting place of more than 4,000 lawyers and legal professionals from around the world More than 180 working sessions covering all areas of practice relevant to international legal practitioners The opportunity to generate new business with the leading firms in the world s key cities Registration fee which entitles you to attend as many working sessions throughout the week as you wish Up to 25 hours of continuing legal education and continuing professional development A variety of social functions providing ample opportunity to network and see the city s key sights Integrated guest programme Excursion and tours programme Register by 29 july to receive early registration discount To register, please contact: International Bar Association 10th Floor, 1 Stephen Street, London W1T 1AT, United Kingdom Tel: +44 (0) Fax: +44 (0)