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Move from “getting the deal done” to “doing deals right!” |
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Move from “getting the deal done” to “doing deals right!” |
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COMPLETE DUE DILIGENCE REGISTER Agenda/Faculty Hotel/Other Info Continuing Education View Brochure |
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CONFERENCE TOPICS ***************** *****************
ORDER A COURSE NOTEBOOK: All attendees will receive our conference notebook free of additional charge at the meeting. Non-attendees may order notebooks and attendees may order additional copies. Save shipping & handling when you pre-pay! (Good in U.S., U.S. possessions, and Canada.) CT, NJ, & NY residents add appropriate sales tax. Canadian residents add appropriate GST. Be sure to include the conference title when ordering. |
DAY ONE 9:00 – 9:10 Chairmen’s Welcome and Overview Our chairman sets the stage by highlighting the latest changes and new issues to watch out for in due diligence and the impact they may have on your future plans. MICHAEL K. WILLIAMS, Executive Director Ernst & Young LLP (Both Sessions)
9:10 – 10:30 Gaining a Competitive Advantage Due diligence is not just about finding deal breakers. Find out how the world’s leading buyers are using complete due diligence to secure acquisitions in competitive situations. MANOJ MAHENTHIRAN Partner, Transaction Services Group PricewaterhouseCoopers LLP (Chicago Session)
LEANNE M. SARDIGA Partner, Transaction Services Group PricewaterhouseCoopers LLP (Las Vegas Session)
10:30 – 10:45 Refreshment Break
10:45 – 11:45 Financial Due Diligence Identify the “Value Drivers” of a target company and translate the financial statements into useful deal issues and opportunities. This session will help you understand the limits of reported financial results and how to analyze the “Quality of Earnings” of your acquisition target. MARK F. KRAMER Managing Director Duff & Phelps Credit Rating
11:45 – 12:00 Q & A Session
12:00 – 1:00 Luncheon Take advantage of the informal atmosphere to share experiences, ask questions and exchange ideas with fellow attendees and the faculty.
1:00 – 2:15 Key Tax Considerations Review the strategic tax issues that a buyer and seller should consider in doing effective due diligence. Particular emphasis will be placed on: • Preferred Buyer and Seller Acquisition Formats • Treatment of Intangibles • Limitations on Use of Acquired Tax Attributes MICHAEL K, WILLIAMS, Executive Director Ernst & Young LLP (Both Sessions)
2:15 – 3:15 Incorporating Organizational Culture into the Due Diligence Process • Learn How to Handle Clashing National Cultures in Multinational Mergers and Acquisitions • Focus On How To Assess Non-Tangible Aspects Such As Goodwill And Organizational Culture During The Due Diligence Process. • Learn How to Assess Culture as a Valid Criterion For Deciding a Deal’s Merits. • Learn Why It Is Essential To Weigh A Company’s Corporate Culture As Well As Its Financials Before Closing A Deal. • Obtain a Traditional HR Due Diligence Checklist And Learn How To Conduct A Culture Audit. FRANK J. LANDY, Ph.D. Chief Executive Officer Landy Litigation Support Group (Both Sessions)
3:15 – 3:30 Refreshment Break
3:30 – 4:30 Legal Due Diligence and Contractual Provisions to Mitigate Risk in Domestic and International Transactions Learn the effective “dos” and “don’ts” of the legal due diligence process. Find out about contractual provisions that assist in the due diligence process and that help to protect against the unknown. FRANK AQUILA, Partner Sullivan & Cromwell LLP (Both Sessions)
4:30 – 5:00 Contract Pitfalls This session walks you through the purchase and sale agreement pitfalls that may come up unexpectedly and the kinds of things to avoid. FRANK AQUILA, Partner Sullivan & Cromwell LLP (Both Sessions) 5:00 – 5:15 Q & A Session
5:15 Day One Concludes
DAY TWO 8:30 – 9:45 Investigative Due Diligence: Why Parties Rely on This Important Tool • Reputational Due Diligence – What is it and How Do You Begin to Investigate It? • Types of Inquiries: Vendor Qualification, Initial Public Offering, Mergers & Acquisitions • Designing Disclosure Questionnaires and Releases • Identification and Assessment of Unknown Risks • Obtaining Public and Non-Public Information — Database access — Traditional and non-traditional investigative inquiries • Effective Use of International Resources J. JEROME BULLOCK, President Bullock & Associates, Inc. (Both Sessions)
9:45 – 10:00 Refreshment Break
10:00 – 11:00 Information Technology Due Diligence for the New E-Conomy The biggest winners in M&A are thinking about Information Technology well before the deal is signed. Learn how to gain significant insights from what you learn about a target company’s internal computer systems and internet connectivity. MICHAEL J. DUNNE, Partner Day Pitney LLP (Both Sessions)
11:00 – 12:00 Special Considerations for the Complex Cross-Border Transaction This session discusses the unique legal, practical, strategic and other issues that can arise in a multijurisdictional transaction. LORI ANNE CZEPIEL, Partner Sidley Austin LLP (Chicago Session)
ANDREW SHOYER, Partner Sidley Austin LLP (Las Vegas Session)
12:00 – 1:00 Post-Merger Integration Issues The key to successful integration is to stabilize the company and minimize business disruptions and downturns through rapid implementation. Review the steps to: • Build early momentum toward the business opportunities that drove the acquisition • Allocate resources to the 20% of the management actions that will generate 80% of the economic value of the deal • Ensure the key stakeholders support the necessary changes MICHAEL J. LATSKO Director, Strategic Management Westinghouse Electric Company LLC (Both Sessions)
1:00 Conference Adjourns |
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EEI
Executive Enterprise Institute
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