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DAY 2 June 13, 2006
8:00 am
Registration & Networking
8:30 am
What Corporate Acquirers Want
Learn
best best practices for:
- Formulating bids
- Positioning company
with target's shareholders and constituents
- Bidding against private
equity firms
- Using due diligence as
a bargaining tool
- Making defensive
acquisitions
- Scrutinizing target's
corporate governance
- Avoiding getting caught
up in uncontrolled bidding
- Making defensive
acquisitions
- Spinning off non-core
pieces of acquisitions
- Avoiding hostile
takeovers
- Analyzing vulnerability
to poison pills
- Assessing value of
R&D initiatives and intellectual property
Moderator: Jim
Shnell, Shareholder, Jackson, DeMarco, Tidus & Peckenpaugh
Panelists:
Amin Zoufonoun, Manager - Corporate Development, Google
Brady
Mickelsen, Corporate Counsel, Oracle
Shubnam Maheshwari, Senior Director - M&A, KLA Tencor
Robert Ticktin, Associate General Counsel, Amgen Inc.
9:30 am
Best Practices for Executing M&A Deals
With Chinese Companies
Transparency
Ownership issues
Government involvement, regulation and interference
Tax and pension funding issues
Contracts and dispute resolution
Leasing of land
Exclusive rights
Moderator: Savio Chan, President & CEO, U.S. China
Partners, Inc.
Panelists: Christian Giannini, Senior Vice-President,
ChinaVest Limited
Steven H. Ganster, Managing Director, Technomic Asia
Bryan Boches, Managing Director, Latitude Capital Group
10:30 am
Networking Break
10:45 am
Financial Due Diligence and Structuring
Acquisitions
Assess
the financial strength of acquisitions by evaluating lease
obligations, pension liabilities, tax ramifications and more. The
optimum use of cash, stock, performance notes, escrows,
earn-outs, indemnifications, anti-dilution provisions; puts and
calls.
Moderator:
Greg
Wardle, Principal,Transaction Services, KPMG
Panelists:
JC Pollak, Managing Director, C.E.Unterberg,Towbin
Ronald Kahn, Managing Director, Lincoln International
Peter
A. Hunt, Managing Director, JMP Securities LLC
11:30 am
Immigration Due Diligence
Documenting due diligence
Audit of all Immigration files
Preparation of Immigration Action Plan
Obligations and liabilities of acquiring company
Temporary work visa holders' liabilities
Green Card applicants' exposure
I-9 audit of all employees
Speaker: Mark Ivener, Partner, Ivener & Fullmer LLP
12:00 pm
Adjournment
*agenda
subject to change
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