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Day 1 June 12, 2006
8:00 am
Registration & Networking
8:30 am
Acquisition of Venture-Backed Companies
Escrow provisions
Indemnification in excess of escrow
Disclosures and misrepresentations
Personal liability of venture capitalists
Implications of buyout funds acquiring portfolio companies
IPOing in anticipation of being acquired
Moderator: Leif
King, Partner, Skadden, Arps, Slate, Meagher & Flom LLP
Panelists: Javier Rojas, Managing Director, Kennet
Venture Partners LLC
Sajal
Srivastava, COO & Co-Founder, TriplePoint Capital
James B. Andrews, VP - Finance & Administration, CFO, AngioScore,
Inc.
9:30 am
Best Practices for Conducting Due Diligence
Determining criteria for
M&A
Managing your M&A team
Compensating your M&A team
The role of investment bankers
Conducting maximum due diligence while maintaining
confidentiality
Analysis of shareholder base pre- and post-merger
Detecting potential landmines
Moderator: James L. Sullivan, National Director,
DataSite, Merrill Corporation
Panelists: Allan May, CEO,
Chairman and Co-Founder, Life Science Angels
Oren Zeev, Partner, Apax Partners, L.P.
Sanjay Kacholiya, Business Development Manager, Hewlett Packard
Ron Laurie, Managing Director, Inflexion Point Strategy, LLC
10:15 am
Networking Break
10:45 am
Intellectual Property Concerns
Trademark searches
Representations and warranties
Estimating value of IP
Licensing programs
Redundant IP
Encircled IP
Securing trade secrets
Speaker: Robert L. Kovelman, Partner, Brown Raysman
Millstein Felder & Steiner LLP
11:30 am
Best
Practices for Mitigating Legal Exposures
Inventorying and handicapping
pending and potential litigation
Estimating the value of potential settlements
Leveraging litigation exposure during the negotiation
process
Contingent liabilities
Risks of shareholder and class action lawsuits
Exposure to regulatory actions
Assessment of target's controls and compliance
Moderator:
David Wanetick, Managing Director, IncreMental Advantage
Panelists:
Mark
LeHocky, VP - General Counsel, Dreyer's Grand Ice Cream, Inc.
Rob Atherton, VP- Business Development, Juniper Networks
Tim Croll, Senior Corporate Counsel - IP & Asstistant
Corporate Secretary,
LSI Logic Corporation
12:30 pm
Luncheon
1:45 pm
Evaluating Deals
Ability to obtain financing
Form of consideration
Doubts over the value of securities
Potential of a governmental challenge of the bid
Hidden assets and hidden value
Value of blocking competitors
Synergies
Cost savings opportunities
Antitrust issues
Moderator:
Jonn R. Beeson, Partner, Latham & Watkins LLP
Panelists: Mike Murphy, Senior Member, AlixPartners
Financial Advisory Services
Kim R. Frank, Corp. VP, MA&A, Cadence Design Systems, Inc.
William Thiessen, Vice President, JPMorgan Chase & Co.
Brian Sherer, Senior VP, Loan Originations, Wells Fargo Foothill
2:45 pm
Conducting Due Diligence into Acquiring Companies
Evaluating offers
Considering terms of employment
Ability to pursue business objectives
Roles and responsibilities at acquirer
Control of business issues
Impact of acquiring companies operations and reputation on
target company's operations
Moderator: Michael
J. Sullivan, Partner, Business Department,
Howard Rice Nemerovski Canady Falk & Rabkin
Panelists: Stacy
Giamalis, SVP, General Counsel and Secretary, LookSmart, Ltd.
Rob Atherton, VP- Business Development,
Juniper Networks
John J. Poggi, Jr. , Senior Vice President, General Counsel and
Secretary,
Ventura Foods, LLC
3:30 pm
Networking
3:45 pm
Best Practices for Integration
Generating internal support for the transaction
senior management, sales force, research
department
Calibrating compensation and benefits schemes
Reorganizing organizational charts
Minimizing customer defections
Integrating technology
Surveying outsourcing contracts penalties,
ROI, length of remaining contracts, volume discounts on increased business
Cost-reduction strategies
Cross-selling strategies
Operational and cultural integration
Moderator: Mohit Chandra, Director, Transaction Services, KPMG
Panelists:
Bill Gaylord, VP - Corporate Development, Hyperion Solutions
Corporation
Jonathan Dillon, Senior Director of Integration & Corporate
Development, Yahoo Inc.
4:15 pm
Negotiating Strategies
The power of saying No
The dangers of "Win-Win" attitudes
Yielding the illusion of control to adversaries
Leveraging time and emotional investment
Confirming satisfaction on the part of the adversary
The negotiation never ends
Speaker: Jim Camp, CEO of Coach2100 Inc. and
author of Start with No
5:00 pm
Adjournment & Cocktail Reception
Sponsored by Merrill Corporation
*agenda
subject to change
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