Day 1 - Tuesday, December 5, 2017

7:00
Registration and Continental Breakfast
8:00
Co-Chairs’ Welcoming Remarks
8:15
The Politics, Policies and Puzzlement of the M&A Liability Insurance Industry: Understanding the Impact of the Trump Administration
9:30
Let’s Make a Deal: Mergers & Acquisitions Update – Claims, Cases and Legislative Measures
10:30
Morning Coffee Break
10:45
Exploring the State of the M&A Insurance Market: Growth, Claims and Payouts
12:00
Networking Luncheon for Speakers and Attendees
1:00
Reps and Warranties Insurance: Considerations, Coverage and Closing the Deal
2:15
Afternoon Break
2:30
Assessing the Need for Other Transactional Insurance Products: Strategies for A Thorough Due Diligence Analysis
3:30
The Impact of Trulia: Exploring New Barriers to Shareholder Litigation
4:40
Global Dealings: Insuring Mergers with Foreign Entities from Established and Emerging Markets
5:10
The View from the Bench: Judicial Perspectives on M&A and Securities Litigation
5:40
Conference Adjourns to Day Two

Day 2 - Wednesday, December 6, 2017

7:00
Continental Breakfast
8:00
Co-Chairs’ Opening Remarks and Recap of Day One
8:15
The Antitrust Factor: Understanding the Role of Competition in M&A Risk
9:15
Analysis of a Perfect Storm: The Metrics of M&A Liability Litigation
10:30
Morning Break
10:45
Proving Your Claim: The Function of Experts in Pre- and Post-Closing Disputes
12:00
Conference Ends; Lunch for Speakers and Attendees Registered for Post-Conference Workshop
3:00
Conference Ends

Day 1 - Tuesday, December 5, 2017

7:00
Registration and Continental Breakfast
8:00
Co-Chairs’ Welcoming Remarks

Dennis Kearns
Senior Vice President, Underwriting Leader
QBE North America

Peter Rosen
Partner
Latham & Watkins LLP

8:15
The Politics, Policies and Puzzlement of the M&A Liability Insurance Industry: Understanding the Impact of the Trump Administration

Dennis Kearns
Senior Vice President, Underwriting Leader
QBE North America

Peter Rosen
Partner
Latham & Watkins LLP

The insecurity concurrently caused by Brexit and the election of President Trump compelled many establishments to initially put away their wallets in 2016. The anticipated role of nationalism on regulatory policies and taxes influenced a marked slowdown in corporate earnings.

History has taught us that when revenue growth is down, companies feel both internal and external pressures to acquire and divest in order to motivate growth. The forecast for 2018 is that of historical economic recovery with exceptional M&A activity.

However, an economic environment ripe with M&A activity also faces substantial risks. There is always the possibility that the deal collapses through private or public opposition.This atmosphere has led to the growth of the transactional insurance market, and a flurry of litigation based around failed mergers.This panel will explore the current legal, regulatory and economic trends surrounding M&A liability.

9:30
Let’s Make a Deal: Mergers & Acquisitions Update – Claims, Cases and Legislative Measures

Gustavo F. Bruckner
Partner
Pomerantz LLP

Nicholas DeMartini
Vice President & Senior Underwriter
Partner Reinsurance Company of the U.S.

Laurance D. Shapiro
Senior Vice President
Willis Towers Watson

  • Investigating M&A pushbacks and Delaware appraisal arbitrage
  • Weighing the Kahn case and “going private” mergers
  • Considering post-closing damages and the Corwin decision
  • Evaluating the impact of the Massey Energy decision on shareholder approved mergers
  • Reviewing Delaware Chancery Court decisions and legislative developments in this area
  • Determining the likely standard of review to be applied

10:30
Morning Coffee Break
10:45
Exploring the State of the M&A Insurance Market: Growth, Claims and Payouts

Stephen Davidson
Managing Director
Aon Transaction Solutions

Leah Coakley
Vice President – Transaction Liability Solutions
Lockton Companies, LLC

Randy Hein
President
Berkley Transactional

Chris Christon
Vice President
Arch Insurance Group

Elisa Zurlini
Assistant Vice President
AIG

  • Assessing the health of the global M&A market and its impact on M&A liability insurance
  • Negotiating terms and conditions in a saturated insurance marketplace
  • Identifying M&A drivers to plot your insurance plan accordingly
  • Measuring insurance valuations and the pricing gaps
  • Drafting policies to account for market corrections influenced by improved investor confidence

12:00
Networking Luncheon for Speakers and Attendees
1:00
Reps and Warranties Insurance: Considerations, Coverage and Closing the Deal

Matthew Heinz
Senior Managing Director
Aon Transaction Solutions

Joseph P. Rockers
Partner
Goodwin Procter LLP

Tim O’Connor
SVP, Professional Risk Practice
Wells Fargo Insurance Services

Paul M. Tiger
Partner
Cleary Gottlieb Steen & Hamilton LLP

Nicholas Marchica
Partner
Baker McKenzie

  • Gauging global representations and warranties insurance claims in the M&A liability insurance market
  • Commissioning a multilateral relationship between the carrier, the broker and the insured
  • Reviewing the increase reps and warranty claims frequency by volume and deal size
  • Discovering reported incidents most often categorized by breach type (e.g. financial statements, compliance with laws, material contracts, tax, IP, etc.)
  • Valuing the most substantial R&W claims

2:15
Afternoon Break
2:30
Assessing the Need for Other Transactional Insurance Products: Strategies for A Thorough Due Diligence Analysis

Scott T. Brady
Senior Vice President
Marsh Inc.

Peter Rosen
Partner
Latham & Watkins LLP

Emily Maier
Vice President
Woodruff-Sawyer & Co.

  • Examining other insurance products and how they expedite M&A deals
  • The significance of cybersecurity in the M&A insurance due diligence procedure
  • Comprehending the underwriting, due diligence and claims concerns unique to these products
  • Uncovering the demand for transactional risk insurance products in the global insurance marketplace in view of increased M&A activity
  • Identifying benefits and pitfalls accompanying transactional risk insurance products
  • How to use these products to mitigate risk and close the deal

3:30
The Impact of Trulia: Exploring New Barriers to Shareholder Litigation

Juan E. Monteverde
Founding Partner
Monteverde & Associates, PC

Angelo S. Savino
Chair
Professional Liability Practice GroupCozen O’Connor

  • Explaining the influx in merger objection lawsuits in federal courts in the wake of the Trulia decision
  • Taking a closer look at the persistent tension between protecting shareholder’s rights and limiting litigation abuse
  • Understanding why mootness fee applications are increasing
  • Probing the shift of filing suit in state court vs. Delaware Chancery Court
  • Reconsidering whether to implement a forum-selection clause in order to reduce merger related litigation post Trulia and Verizon Communications
  • Comparing varying state-court decisions introducing new tests to evaluate the fairness of settlements of litigation over an acquisition

4:40
Global Dealings: Insuring Mergers with Foreign Entities from Established and Emerging Markets

Ashish Achlerkar
Vice President, Mergers & Acquisitions
Wells Fargo Securities

Jose W. Fernandez
Partner
Gibson, Dunn & Crutcher LLP

Navine Aggarwal
SVP and Head of Americas M&A
Ironshore

Alexandra Lopez-Casero
Partner
Nixon Peabody

Deborah McBrearty
Head of Transaction Risk Insurance
Tokio Marine HCC

  • Reviewing the initiatives of US Treasury Department’s Committee on Foreign Investment in the United States (CFIUS) and state level regulators
  • Overview of recent CFIUS notable cases and reviews
  • Updates on foreign exchanges for US assets by companies from buyers in Europe, China and Japan
  • Appraising global inbound and outbound mergers and acquisitions
  • Advising US companies considering cross-border transactions while anticipating nationalistic legislation from the Trump Administration
  • Grasping the significance of the busiest sectors like energy and power, real estate, industrials and healthcare
  • Considering emerging markets companies seek out for strategic growth to gain exposure to different economic, market and consumer subtleties

5:10
The View from the Bench: Judicial Perspectives on M&A and Securities Litigation

Myron T. Steele
Former Chief Justice of the Supreme Court of Delaware Former Vice Chancellor of the Delaware Court of Chancery
Potter Anderson Corroon LLP

Moderator:

John W. Shaw
Partner
Berkowitz Oliver

This “must attend” session will identify the impediments to resolving M&A suits with these renowned retired jurists. With years of experience on the bench resolving corporate governance issues, they will examine the decision-making practices employed by the judicial system, provide sage advice, and make predictions for the future.

5:40
Conference Adjourns to Day Two

Day 2 - Wednesday, December 6, 2017

7:00
Continental Breakfast
8:00
Co-Chairs’ Opening Remarks and Recap of Day One

Dennis Kearns
Senior Vice President, Underwriting Leader
QBE North America

Peter Rosen
Partner
Latham & Watkins LLP

8:15
The Antitrust Factor: Understanding the Role of Competition in M&A Risk

Daniel Hemli
Partner
Bracewell LLP

  • Understanding lawsuits filed by the Department of Justice in order to forecast antitrust enforcement initiatives
  • Reviewing recent M&A activity barred by the Federal Trade Commission
  • Pinpointing industry sectors these agencies are regulating
  • Identifying scenarios that could implicate M&A blockage such as activity that would reduce competition and restrict consumer choice
  • The role that Congress and President Trump’s pick for Assistant Attorney General in charge of the Antitrust Division will play in M&A activity

9:15
Analysis of a Perfect Storm: The Metrics of M&A Liability Litigation

Carol A.N. Zacharias
Senior Vice President, Underwriting Counsel
QBE North America

Susan L. Saltzstein
Partner
Skadden, Arps, Slate, Meagher, & Flom LLP

Douglas W. Greene
Shareholder
Lane Powell PC

All signs point to 2018 seeing sustained progress as companies will continue to hunt for global transactions to supplement growth. Economists maintain that the low cost of funding seen in 2017 will inspire M&A activity. With a new Administration in the United States, Brexit assuming form and amplified regulatory and political examination across global markets, entities remain apprehensive that more countries may follow these nationalistic cues and vote for referendums. Add to the mix the increase of entrants into the insurance market, and it is plain to see why the frequency of claims surrounding M&A activity is escalating. This panel will explore these trends and discuss:

  • Why the increase in filings at the federal/state level?
  • How has legislation failed to stem the tide of securities class actions?
  • Are particular industries more at risk?
  • Has this up-tick in frequency chilled the desire to merge or acquire?
  • Are cases driving up the fever pitch of litigation?

10:30
Morning Break
10:45
Proving Your Claim: The Function of Experts in Pre- and Post-Closing Disputes

Phil Casper
Principal
Euclid Transactional, LLC

Robert A. McCall
Partner
Peabody & Arnold LLP

  • Engaging the right expert for your case when disputes arise from claims including preparation of closing documents, breaches of R&W, purchase price adjustments, valuations, damages calculations, etc.
  • Determining scenarios in which experts can help prevent disputes
  • Analyzing customary due diligence and transaction procedures
  • Devising strategies for acquirers, targets and fiduciaries on matters concerning breach of contract, lack of good faith and fair dealing, and unfair competition

12:00
Conference Ends; Lunch for Speakers and Attendees Registered for Post-Conference Workshop
3:00
Conference Ends