Mar 27, 2014 - financing of deals and case law and practice developments affecting terms of .... You may wish to bring y
TULANE UNIVERSITY LAW SCHOOL
“... the equivalent of Davos for the rainmaker crowd.” –The New York Times
TWENTY-SIXTH ANNUAL
CORPORATE LAW INSTITUTE MARCH 27 - 28, 2014 Roosevelt Waldorf-Astoria New Orleans, Louisiana
“… the industry’s main conference ... combining fried oyster feasts, spirited debates and late-night crawls down Bourbon Street.” – Wall Street Journal “ The annual spring fest at Tulane … is the most important gathering of its kind … the preeminent annual conference for M&A lawyers.” –The Deal/Corporate Control Alert “ Everybody who is anybody is there. You just can’t miss New Orleans.” –The M&A Journal
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26th TULANE CORPORATE LAW INSTITUTE Thursday, March 27, 2014 8:00 - 8:15 Welcoming Remarks Eileen Nugent, David Katz and Tulane Law School Dean, David Meyer
Keynote Speech The Corporate Law Institute is pleased to have as its keynote speaker SEC Commissioner Daniel Gallagher who will focus on developments in shareholder activism, corporate governance and the proxy arena. 2:00 - 3:00
8:15 - 9:15 A Global Banker’s Perspective of Deals in 2014 An experienced investment banker with significant international experience will describe the M&A landscape for both global and domestic transactions, highlighting significant trends with an outlook for the remainder of 2014 and discuss how such trends will affect M&A lawyers and their clients. Michael Carr, Co-Head Americas M&A, Goldman, Sachs & Co. 9:15 - 10:30 M&A in 2014
M&A Deal-Making and the Media: What Lawyers Should Know A perennial favorite with Tulane attendees, leading journalists from The New York Times, Bloomberg News and other deal professionals involved with stockholder communications describe the evolving nature of how media works and how it affects M&A deal-making in 2014. Robert Kindler, moderator, Dana Mattioli, Jeff McCracken, George Sard and Andrew Ross Sorkin 3:00 - 3:15
This panel will examine recent trends in structuring and negotiating M&A deals, including increasing use of tender offers after the enactment of DGCL 251h, SEC developments, trends in financing of deals and case law and practice developments affecting terms of acquisition agreements, hostile deals, deal protection and controlling shareholder transactions. Eileen Nugent, moderator, Michael Aiello, Michele Anderson, Michael Carr, Jeffrey Rosen and Faiza Saeed 10:30 - 10:45
1:30 - 2:00
Break
10:45 - 12:00
3:15 - 4:30 Dealing with Shareholder Activism Reflecting the continuing importance of shareholder activism and its effect on M&A, these panelists will describe current issues related to the ability to get deals done from the point-of-view of a variety of constituencies involved in activist approaches and responding to them. David Katz, moderator, Daniel Burch, Chris Cernich, Joele Frank, Victor Lewkow and Steve Wolosky 4:30 - 5:45
Cross-Border Transactions This panel will explore the issues presented in deal-making across borders, including issues presented by legal and social differences in different jurisdictions, concerns over enforceability, different dispute resolution and enforcement techniques, CFIUS and other regulatory concerns. George Bason and Robert Spatt, co-moderators, Michael Carr, Matthew Herman, Peter Thomas and Robert Townsend
Delaware Developments This panel will review and comment upon significant Delaware case law developments in the past year, including In re MFW Shareholders Litigation and In re Morton’s Restaurant Group. Mark Gentile, moderator, Justice Henry duPont Ridgely, Frederick Alexander, Paul Choi and Brad Davey 5:45 - 7:00
12:00 - 1:30
Break
Lunch (on your own)
Cocktail Reception
Sponsored by the Office of the Delaware Secretary of State
26th TULANE CORPORATE LAW INSTITUTE Friday, March 28, 2014
Institute Dates: March 27 - 28, 2014
8:00 - 9:00
Program Time: 8:00 - 5:45, March 27 8:00 - 2:15, March 28
From Revlon to Unocal to Van Gorkom: A Conversation with Marty Lipton DealBook's Andrew Ross Sorkin will interview Martin Lipton of Wachtell, Lipton, Rosen & Katz about his observations during his decades of deal-making, changes he has experienced and his views of what lies ahead for global deal-making for M&A practitioners.
Registration: 7:30am, March 27
Location: Roosevelt Waldorf-Astoria 123 Baronne Street New Orleans, LA CLE Credit: 12.75 CLE credit hours (60 minute states) including one hour of Ethics and one hour of Professionalism Fee: $895, $750 for additional registrants from same firm
9:00 - 10:15 Corporate Investigations This panel will discuss the challenges faced by issuers in dealing with corporate investigations, including advising the board of directors, dealing with privilege issues, dealing with disclosure and stockholder communications issues as well as other related litigation. Patrick Fitzgerald, moderator, Patrick Craine, Michael Gertzman, Peter Lyons, Kris Swanson and James Webb 10:15 - 10:30
Break
10:30 - 12:00
Late Registration: $925 (all registrations after March 19)
Institute Chairpersons Eileen T. Nugent Skadden, Arps, Slate, Meagher & Flom David A. Katz Wachtell, Lipton, Rosen & Katz Donald J. Wolfe, Jr. Potter Anderson & Corroon
Early Stage Deal Considerations
New Orleans Sponsors
This panel will examine the important issues presented at the early stages of a deal, many of which set the stage for fiduciary and other issues to come, including the importance of confidentiality agreements and various issues that arise during their negotiation, determining the structure of a deal and its approval processes, considering the need for the creation of a special committee and other issues.
These New Orleans-based firms have supported the Institute throughout its 26 years, many since its inception. We are grateful for the continuing loyalty, enthusiasm and support of these firms:
Keith Pagnani, moderator, M. Adel Aslani-Far, Diane Holt Frankle and Gregory Williams
Jones, Walker, Waechter, Poitevent, Carrere & Denegre LLP
Adams & Reese Baker Donelson Bearman Caldwell & Berkowitz PC Fishman Haygood Phelps Walmsley Willis & Swanson, LLP
Lowe, Stein, Hoffman, Allweiss & Hauver, LLP 12:00 - 12:15
Break (Boxed Lunch Pick-up)
McGlinchey Stafford PLLC Phelps Dunbar LLP
12:15 - 2:15
Stone Pigman Walther Wittmann LLC
Ethics and Professionalism This panel will explore a number of the ethical and professionalism issues facing corporate practitioners and litigators, including issues that arise during structuring and negotiating a transaction. Bruce Silverstein, moderator, Justice Henry duPont Ridgely, Julie Duffy, John Villa and Kristine Wellman
A Note of Appreciation Our Planning Committee and Faculty are volunteers. Without their generous contributions of time, thought and energy, Tulane would not be able to bring you this “most important gathering of its kind.” We thank them for their gifts.
26th TULANE CORPORATE LAW INSTITUTE Program Faculty Michael J. Aiello Weil, Gotshal & Manges LLP
Commissioner Daniel M. Gallagher Securities and Exchange Commission
Faiza J. Saeed* Cravath, Swaine & Moore LLP
Frederick H. Alexander* Morris, Nichols, Arsht & Tunnell
Mark J. Gentile* Richards, Layton & Finger
George Sard Sard Verbinnen & Co.
Michele M. Anderson Securities and Exchange Commission
Michael E. Gertzman Paul, Weiss, Rifkind, Wharton & Garrison
Bruce L. Silverstein* Young Conaway Stargatt & Taylor
M. Adel Aslani-Far Latham & Watkins LLP
Matthew Herman Freshfields Bruckhaus Deringer
Andrew Ross Sorkin CNBC, DealBook
George R. Bason, Jr.* Davis Polk Wardell
David A. Katz* Wachtell, Lipton, Rosen & Katz
Robert E. Spatt* Simpson Thacher & Bartlett LLP
Daniel H. Burch MacKenzie Partners, Inc.
Robert A. Kindler* Morgan Stanley
Kristofer K. Swanson PricewaterhouseCoopers LLP
Michael J. Carr Goldman, Sachs & Co.
Victor I. Lewkow* Cleary, Gottlieb, Steen & Hamilton
Peter C. Thomas Simpson Thacher & Bartlett LLP
Christopher Cernich Institutional Shareholder Services Inc.
Martin Lipton Wachtell, Lipton, Rosen & Katz
Robert S. Townsend Morrison & Foerster LLP
Paul L. Choi* Sidley Austin
Peter D. Lyons* Shearman & Sterling
John K. Villa Williams & Connolly, LLP
Patrick K. Craine Chesapeake Energy Corporation
Dana Mattioli The Wall Street Journal
James R. Webb Chesapeake Energy Corporation
T. Brad Davey Potter Anderson & Corroon
Jeffrey McCracken Bloomberg
Kristine Wellman Capital One
Julie G. Duffy Textron
Eileen T. Nugent* Skadden, Arps, Slate, Meagher & Flom
Gregory P. Williams Richards, Layton & Finger
Patrick Fitzgerald Skadden, Arps, Slate, Meagher & Flom
Keith A. Pagnani Sullivan & Cromwell LLP
Steve Wolosky Olshan Frome Wolosky LLP
Joele Frank Joele Frank, Wilkinson Brimmer Katcher
Justice Henry duPont Ridgely Supreme Court of Delaware
Diane Holt Frankle Kaye Scholer LLP
Jeffrey J. Rosen Debevoise & Plimpton LLP
Planning Committee *Asterisked Faculty and: Professor William T. Allen NYU School of Law
Justice Jack B. Jacobs Supreme Court of Delaware
Professor Onnig Dombalagian Tulane Law School
Janet Langford Kelly Conoco Phillips
Jesse A. Finkelstein Richards, Layton & Finger
Simon M. Lorne Millennium Partners
Louis Y. Fishman Fishman Haygood Phelps Walmsley & Swanson Michael D. Fricklas Viacom, Inc. Michael D. Goldman Potter Anderson & Corroon
Willis
Frederick C. Lowinger Sidley Austin David C. McBride Young, Conaway, Stargatt & Taylor Theodore N. Mirvis Wachtell, Lipton, Rosen & Katz
Justice Andrew G.T. Moore, II Gibbons P.C. Former Justice, Supreme Court of Delaware James C. Morphy Sullivan & Cromwell Kim K.W. Rucker Kraft Foods Group, Inc. A. Gilchrist Sparks, III Morris, Nichols, Arsht & Tunnell Honorable Leo E. Strine, Jr. Chief Justice, Delaware Supreme Court Donald J. Wolfe, Jr. Potter Anderson & Corroon
General Information Registration On-line registration is available at www.law.tulane.edu/corporate. The Standard Registration Fee is $895 for the first person from a firm or organization. A reduced fee of $750 is offered for additional people from the same firm or organization, government employees, and non-profit organizations. Fee includes course material on a flash drive, refreshment breaks and cocktail reception on Thursday evening. ALL registrations received after March 19 will be charged the Late Registration Fee of $925. Tulane CLE accepts checks, cash, VISA and MasterCard. If you require special needs, please contact our office.
Cancellation & Refund Tulane CLE offers a $650 refund through March 19. All cancellations must be submitted in writing either via fax to 504.866.1583 or by email to Pat R. Smith at
[email protected] no later than March 19.
If you are unable to attend the Institute, you may order the course material using the registration form. Please include payment of $125 with your order. CLE Credit Tulane CLE will assist in your reporting process.
Course Material The Institute faculty always provides excellent course material covering the program topics. The extensive course material will be on a convenient flash drive. You may wish to bring your laptop to easily access the material at the conference; however hardcopies will be available to download before the program at www.law.tulane.edu/corporate.
This program is being presented in Louisiana, a mandatory CLE state. Attorneys licensed in 60-minute states will receive a maximum of 12.75 hours for attending the Institute. Attorneys licensed in 50-minute states will receive a maximum of 15.3 hours of credit. The Institute includes one hour of ethics and one hour of professionalism.
26th Corporate Law Institute ♦ March 27 - 28, 2014 ♦ Roosevelt Waldorf-Astoria REGISTRATION FORM I would like to register for the Institute at the rate of:
□ $895 First registrant from firm (before March 19)
□ $750 Additional registrant (from same firm)
□ $925 Late registration (after March 19) □ I would like to receive a boxed lunch on Friday, March 28. □ I cannot attend the Institute but would like to order the course materials (on a flash drive). $125 Mr./Ms. Name on Badge (if different from above): Firm: Address: City:
State:
Phone: (
)
-
Zip: Email:
Bar membership state(s) and number(s):
♦♦♦ To register online, please visit www.law.tulane.edu/corporate (VISA or MasterCard ONLY) To register by mail, send registration form and check payable to:
Tulane CLE 200 Broadway, Suite 203 New Orleans, LA 70118
For more information, call 504.865.5900, email
[email protected] or visit www.law.tulane.edu/corporate Remember to reserve your hotel room early as space is limited.
