3/26/2023 0 Comments Alexandros aldousNavigating Unsolicited Acquisition Offers Panelist: Carl Sottosanti, Former Executive Vice President, General Counsel and Secretary, Penn National Gaming, Inc.This collection of white papers, technical articles, research studies, and videos from our M&A Conference Series focuses on methods for navigating hostile takeovers and activist campaigns. Panelist: Ronald Prague, Chief Legal Officer, Synchronoss Technologies, Inc. Panelist: Dolores Linehan, Vice President, Senior Counsel, Employment, FactSet Moderator: Steve Gelsi, Senior Reporter, The Deal This panel examines some material employment-related issues that may arise during an M&A transaction, including “pay to stay” agreements, costs of retention payments, noncompete agreements, credit for prior service, employee diligence and inventory of existing employee agreements. Properly addressing these issues up front can help ensure not only continued financial success post-closing but also fair treatment of the target company’s employees. Although this element has always been important, potential buyers and sellers have recently started to spend much more time negotiating a plan with respect to employee-related issues that works for both sides. Panelist: Ajay Kattel, Senior Counsel, Legal Department, Silicon Valley BankĪ key component to a successful acquisition is often retention of the target company’s essential employees. Panelist: Preston Hopson, Senior Vice President, General Counsel, and Secretary, Tetra Tech, Inc. Panelist: Zafar Hasan, Vice President, Global Head of Legal, Corporate, DXC Technology Panelist: Matthew Cantwell, Chief Strategy Officer, International, McGraw-Hill Education Panelist: Alexandros Aldous, General Counsel, Corporate Secretary & Chief Government Relations Officer, The Chefs’ Warehouse, Inc. Moderator: Rob Gallo, Communications & Change Management Specialist No two companies are the same, and it is important that management understands both cultures and provides the right leadership to integrate both cultures. It is important that both companies understand the vulnerabilities, similarities and differences, and how to reconcile these differences. When integrating companies, especially when they are in similar businesses, it is sometimes assumed that both companies share the same corporate culture and dismiss the need for a cultural analysis. Panelist: Matthew Wiener, Managing Director, AonĬulture sometimes baffles most post-merger managers, and corporate culture is rarely used as a screening criterion. Panelist: Brian Walters, Senior Vice President & General Counsel, Matthews International Panelist: Paul Price, Director M&A Integration, Corporate Development, IBM Panelist: Brian Mellone, Senior Vice President, Director of Corporate Development & Strategy, First Horizon Corporation Moderator: Helen Mantel, Partner, Baker McKenzie This approach requires a fundamental rethink of due diligence and discovery to ensure that the right skills are engaged at the right time to deliver a comprehensive plan for day one and beyond. This requires an integration strategy that addresses leadership, culture and change, operational risk identification and mitigation, value driver and synergy validation, technology roadmaps, and target operating models. This is due to key factors such as valuation expectations, economic uncertainty, synergy load, rate of innovation, complexity of new business models and the need to adopt new monetization mechanisms. Panelist: Michael Wolf, Vice President, Deputy General Counsel, Baxter International Inc.Īs many organizations seek to transform through M&A, the risk profile for many potential acquisitions is at an all-time high. Panelist: Hemant Kumar, Chief Financial Officer, Senior Vice President Finance, SOL – Millennium Medical Group Panelist: Matthew Gilmartin, Senior Vice President and Deputy General Counsel, IQVIA Panelist: Judd Appel, BayBridge Capital Advisors Moderator: Tatyana Mosenkis, Former Associate Director Business Development, United Technologies Corporation How can companies bridge the gap between corporate development and integration teams? At what point in the process should integration plans be established? What are the roles of internal corporate development and outside advisors in the process? What best practices should companies be using to ensure a successful integration? Having a strong and proactive M&A integration plan is imperative to ensuring that the deal lives up to its projected value, and post-merger planning must start very early in the deal process. There are many factors that may lead to a deal failing to close or result in the inability to realize true value from the merger.
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