Practical LawConferences

• Is M&A picking up, and if so what is motivating this activity?
• What sorts of buyers are on the market? (Corporates or private equity?)
• Understanding the buyers and sellers perspective
• Cross-border M&A within EU – anticipated developments at the EU legislative level. Which regions are most active?
• Is it becoming a sellers market?

• Target selection, how and why
  • What drives divestment activity
  • What to consider in buyer assessment process
• Determine nature of process e.g. auction / bilateral deal
• How to minimise risk – price is not the only driver
• How do you address historical or legacy issues from the business you are acquiring?
• What factors lead to deal success?
  • Deal preparation
  • How to create deal certainty
  • Experience in integrating businesses
  • What does a successful transaction look like for seller/buyer
  • Regulatory considerations
  • Internal decision making and soft analysis
• Putting a business case for approval to the Board
•  Current trends in approaches to transactions and negotiating positions

•  What does the legal team need to do to make the Board aware of the legal obligations
• Determining the extent work is outsourced or carried out internally
• What is the role of a GC in a transaction?
• Effectively managing the secrecy surrounding the negotiations
• Knowing what to look at when buying and selling
• Preparing to sell and preparing to buy

• • Tax, operations, soft due diligence, cultural fit, HR analysis, data privacy issues, prospectus operations
  • Pre-determining the cultural fit at the due diligence stage

• Examining trends in share purchase agreements
• Determining the best deal structure for your company
• Examining different price adjustment mechanisms
• Contractual protections – trends in warranty and indemnity cover
• What governance structures are in place when you are using a cross border investment?
• How are earn outs being structured?

• What enables the in-house and external suppliers to work well together?
• How much support do you need post-merger from your external partners?
• Keeping fees under control

• Gap control process
• Developing integration guidelines from a merger control perspective
• Material contracts
• Terms and conditions
• Corporate structure/ post-completion restructuring
• Corporate governance framework
• Compliance
• People: combined legal operating model

• Setting the cultural and strategy agenda from the Board room
• Starting and managing, the transaction with the end in mind
• The importance of your role in ensuring an effective leadership and integration team
• How the GC’s role in the transaction can effect integration post-closing
• How to handle cross border culturale differences
• Anticipating and effectively answering questions from your new CEO and Board of Directors
  • Building relationships with your new owners
• Avoiding problems in integration

Until you start integrating the new entity, it’s hard to know what really lies ahead. This session will offer practical tips on how the legal team can contribute to:

• Developing an effective communications strategy and promoting cultural alignment;
• Ensuring effective leadership of the combined business and employee retention;
• Retaining customer revenues and managing harmonisation of back-office and supply chain functions and processes;
• Negotiating effective transitional service arrangements; and
• Building strong cross border relationships; managing the head office / local operating company dynamic in integration.

• What are the most important factors influencing the success of emerging markets M&A transactions?
• What are the key differences between transactions in emerging markets and more developed markets?
• The importance of early engagement
• Dealing with unpredictable environments and outcomes