Modernizing the Role of Board of Directors & Senior Officers in Merger & Acquisition Management in 2016
The traditional view in many companies is that the Board of Directors involvement in Merger & Acquisition (M&A) interferes with the action of financial and other managers. Many large corporations depend on M&A to grow. Yet, poorly executed M&A can harm return on capital for decades.
Inherently, many board members reluctant to be involved in management may miss opportunities to help senior executives win M&A bids and manage the associated risks, and thereby create greater value, test merger integration plans, and help managers to create a corporate competitive advantage.
Integration of the actions of the Board and CFO or COO has long been one of the most difficult aspects of the M&A transactions within corporations. As such, it is critical for there to be holistic leadership in both preliminary and final discussions to identify the most appropriate actions and mitigate potential risks. None of this should be done in absence of sound legal advice from experienced and competent M&A lawyers.
In this two-hour, LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will provide listeners with an in-depth overview of modernizing the role of Board of Directors & Senior Officers in Merger & Acquisition Management. The speakers will help the audience better understand the various responsibilities of the board members and officers in strategy formulation, governance, and risk management in M&A transactions. This CLE course will provide the audience and interested participants with best practices, latest insights, and legal pitfalls in merger and acquisition management.
Key topics include:
- Mergers and Acquisition – An Overview
- Board of Director's Role in M&A
- Chief Financial Officer’s Role in M&A
- Other Officers Role in M&A
- BOD vs. CFOs Conflict resolution
- Decision Making and Goal Setting
- Protecting and Enhancing Stock-holder Value
- Business Strategies and Risk Over-sights
- BOD and CFOs M&A in Sales
- BOD and Third Party Transactions
- Mitigating Litigation Risks
- Post-Integration Process in M&A
- BOD and CFOs Response in Customer Retention & Expansion
- Compliance and Litigation Risk
Aaron Sonshine, Partner, Bennett Jones with
Norm Findlay as co-presenter, a senior partner in the M&A and corporate finance practice
- Preparing your client for unsolicited M&A
- Internal Deal Team
- Conflicts and Independence
- Board Duties
- D&O Insurance
- Shareholder Relations and Intelligence
- Data Room
- Defense Strategies
- White knights
- “Just say no”
- Poison pills today and under the proposed amendments to the takeover bid regime
- Poison debt
- Litigation (Court and Securities Commissions)
Robert J. Gavigan, Partner, Cohen & Gresser LLP
- Overview: Traditional Role of Officers and Directors in M&A
- The McKinsey Call to Arms
- The Role of the Modern Director in M&A from a Legal Perspective
- Changing Roles of Officers to Accommodate the More Proactive Director
- Litigation Mitigation
Steve Miller, Head of US Integration, KPMG LLP
- Strategic governance of Retain-Co and Sell- or Spin-Co while navigating the loyalty shift of large separations and splits.
- Making sound separation planning decisions that balance the needs of both Retain-Co and Spin-Co.
- Creating and soft-launching an entire new board - from scratch -- in advance of a pending spin.
Who Should Attend:
- Senior Management and Board Members
- Chief Executive Officers
- Chief Financial Officers
- Executive Directors
- Third Party Administrators
- Merger & Acquisition Specialists
- Merger & Acquisition Lawyers
- Business Valuation Specialists
- Business Development Managers
- Multinational Companies
- Private Companies
- Other Interested and Related Professionals
Aaron Sonshine practises corporate and securities law with particular emphasis on corporate finance, mergers and acquisitions, private equity and corporate governance matters. In his M&A practice, Aaron advises acquirors and target companies involved in friendly and hostile takeover bids, plans of arrangement, reverse takeovers and other business combination transactions. In his corporate finance practice, Aaron represents issuers, securities dealers and institutional investors in a wide range of financing transactions, including IPOs, secondary offerings, private placements, and other forms of debt and equity financing. Aaron's corporate governance experience includes advising management and boards of directors on executive and board compensation, director and officer liability, and regulatory compliance matters.
Aaron is a member of the Ontario Bar Association, the Canadian Bar Association and the Prospectors and Developers Association of Canada.
Prior to joining Bennett Jones, Aaron practised corporate and securities law at another major law firm in Toronto.
Aaron Sonshine practises corporate and securities law with particular emphasis on corporate finance, mergers and acquisitions, private equity and corporate …
Norman is primarily engaged in securities law with an emphasis on public offerings of securities, mergers and acquisitions, and takeovers. His practice also involves private placements of debt and equity securities, mining law and general corporate transactions. Norman has been recognized by Lexpert as a leading practitioner in the mining finance area, and by The Best Lawyers in Canada in the Natural Resources Law area. He has also spoken at a number of conferences in Canada, South Africa and South America on topics relating to securities and mining law. Norman has acted as lead counsel for issuers and investment dealers in a number of significant financings and M&A transactions.
Norman is primarily engaged in securities law with an emphasis on public offerings of securities, mergers and acquisitions, and takeovers. …
Robert J Gavigan is a Partner at Cohen & Gresser LLP in the firm’s Corporate group. His practice focuses on domestic and international mergers and acquisitions, supply and distribution arrangements, secured and unsecured loan financings, venture capital investments, private placements, complex commercial joint ventures and alliances, and general corporate counseling. He has substantial experience representing companies in the life science, healthcare, and consumer products industries. Prior to joining the firm, Mr. Gavigan Mr. Gavigan spent more than a decade working in the oil and gas business in the Middle East, North Africa, the Asia-Pacific region, and South America in various petroleum engineering and management positions. He is a graduate of Georgetown University Law Center.
Robert J Gavigan is a Partner at Cohen & Gresser LLP in the firm’s Corporate group. His practice focuses on …
Steve Miller is the National Lead Partner for KPMG’s Integration/Separation Advisory practice in the United States and sits on the steering committee for the firm’s Global Integration/Separation Center of Excellence (CoE). He is a former NASA engineer, MBA and law graduate with 23 years of industry and advisory services experience including 19 years providing integration, separation, diligence and valuation support to over 200 deals. While working for ILC Space Systems and Lockheed, Steve designed tools/procedures to repair shuttle payloads in orbit and managed an advanced lunar/mars life support program. Upon returning to industry after graduate school, Steve began his deal career by working in international business development for Pennzoil and Unocal and leading the acquisition program for an industrial services firm executing a rollup strategy. Steve’s cross functional background allows him to jointly evaluate the complex issues that impact multinational merger, acquisition and divestiture transactions. His practice has executed many large corporate splits where their support to standing up the divested business includes the creation of new boards of directors. Steve has experience living and working in multiple countries across Europe and Asia and across a range of industries including Aerospace & Defense, Medical Device, Energy, Technology, Pharma/Bio-Tech and Consumer Products.
Steve Miller is the National Lead Partner for KPMG’s Integration/Separation Advisory practice in the United States and sits on the …
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Method of Presentation:
NASBA Field of Study:
Specialized Knowledge and Applications
NY Category of CLE Credit:
Areas of Professional Practice
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About Bennett Jones
Bennett Jones LLP is an internationally recognized Canadian law firm. The firm and the affiliated and associated entities that comprise Bennett Jones have more than 380 lawyers and business advisors and 500 staff in nine Canadian and international offices – Calgary, Toronto, Edmonton, Ottawa, Vancouver, Doha, Washington, DC, Bermuda, and a representative office in Beijing. We continue to broaden and deepen our representation of clients in key global business centres, and build our profile and relationships around the world. With exceptional experience in complex cross-border and international transactions, the firm is ideally suited to advise foreign businesses and investors with Canadian ventures, and connect Canadian businesses and investors with opportunities in the US, Asia, the Middle East, and around the world.
About Cohen & Gresser LLP
Cohen & Gresser is a midsize law firm with offices in New York, Paris, and Seoul. We represent clients in complex litigation and corporate transactions throughout the world. Founded in 2002, Cohen & Gresser LLP has been recognized in Chambers USA, Legal 500, and Benchmark Litigation, and has grown to nearly sixty lawyers in six practice areas: Litigation and Arbitration, Intellectual Property and Technology, White Collar Defense, Corporate, Tax, and Employment Law. Learn more by visiting www.CohenGresser.com
About KPMG LLP
In the high-stakes, high-risk business of deal-making you need an advisor who thinks like an investor. KPMG provides insights that can help you identify, evaluate, and successfully implement growth strategies in today’s rapidly changing markets.
We Think Like an Investor.