Agenda

Please note the agenda is subject to change

The page will be updated with further details on the agenda once they are confirmed.

08:30

Registration

09:00

Chairperson’s Welcome

09:05

Trends in UK and European M&A

  • Areas of activity
  • Legal and market developments
  • Key deals and interesting structures
  • What 2017 might look like after Brexit

09:45

Why do some deals fail to live up to expectations? Post transaction: leadership, governance, and culture

  • Why do some deals fail to live up to expectations?
  • Maximising success, minimizing pitfalls
  • Pre-deal objectives and planning
  • Who’s who in the decision making value chain?
  • Role of the in-house lawyer/advisory in the deal’s success
  • Process mistakes
  • Goals of integration – dealing with the deal’s purpose
  • Post deal planning
  • Good deals and bad deals -what when right and wrong?
  • How to be effective whatever your role
  • Conclusion

10:45

Morning Break

11:00

Pre-transaction preparation: Private M & A

  • How should you approach a possible transaction as a GC?
  • Key red-flag issues for time dependent deals
  • Not ready to buy or sell?
  • Overcoming the challenges presented by the differing types of transaction
  • Reporting and reputation management
  • Top tips when negotiating SPAs, TSA, Disclosure letters
  • Selection and management of external advisers, incl effective cost control

12:00

Morning Breakout Options

Option 1: Multi-jurisdictional transactions and trends in international M&A

  • Preparing for the deal: Getting to signing
    • Be clear on the rationale / impact of the deal
    • Governance
    • Investor Relations / Communications
    • Project management
    • Negotiate deal
  • Getting to Closing
    • Assessing/managing regulatory risks
    • Anticipating / managing cultural differences in negotiating / finalizing the SPA
    • Trends in private company M&A deal terms
    • Best practices for managing a multi-jurisdictional closing
  • After Closing
    • What I wished I had known or done better

Option 2: Thomson Reuters Case study: Contract Express

  • Deal rationale
  • Building the Business Case and getting corporate approvals
  • External advisers/the internal team: allocating responsibilities
  • Integration planning and execution: what we could have done better (as well as what went well)
  • Specific considerations when acquiring a “minnow”

13:00

Lunch Break

13:45

Afternoon Breakout Options

Option 3: Warranty & indemnity insurance: Current trends

  • Policy Enhancements
  • Policy Pitfalls
  • Claims

Option 4: Competition and antitrust review

  • Recent high profile cases & key trends in UK and EU merger control
  • On what basis might your transaction be challenged?
  • Critical success factors: what makes a difference in practice when dealing with the authorities?
  • Broadening the “public interest” regime: new rules for foreign investment in critical infrastructure
  • Impact of Brexit: how will this affect the CMA’s role in future?

14:45

Afternoon Break

15:00

Cyber security and data protection: Ensuring cyber is part of the business process and the business-leader’s role

  • What are the risks – data as an asset or a liability?
  • Ensuring information governance (Inc. cyber risk) is a part of strategy, investment cases, acquisitions and appraisals
  • Vivienne Artz Managing Director, Head of International, IP and O&T Law Group, Citi, CitiGroup Centre
  • Ellis Parry BP Legal / Global Lead - Data Privacy, BP Oil International Ltd

16:00

Due Diligence: Bringing it all together

The role of the in-house counsel, understanding who is meant to do what, and engaging with the business and external advisers

  • What are your priorities? What may threaten successful delivery of those?
  • Effective due diligence: identifying key issues and prioritising key areas; balancing speed, effectiveness, cost and rigour
  • Focusing due diligence not only on risk, but on preparing the business for integration

17:00

Drinks Reception