“... the equivalent of Davos for the rainmaker crowd.”
–The New York Times
“… the industry’s main conference ... combining fried
oyster feasts, spirited debates and late-night crawls down
Bourbon Street.”
– Wall Street Journal
“ The annual spring fest at Tulane … is the most important
gathering of its kind … the preeminent annual conference
for M&A lawyers.”
–The Deal/Corporate Control Alert
“ Everybody who is anybody is there. You just can’t miss
New Orleans.”
–The M&A Journal
TULANE UNIVERSITY LAW SCHOOL
TWENTY-SIXTH ANNUAL
CORPORATE LAW INSTITUTE
MARCH 27 - 28, 2014
Roosevelt Waldorf-Astoria
New Orleans, Louisiana
26
26th TULANE
Thursday, March 27, 2014
8:00 - 8:15
Welcoming Remarks
Eileen Nugent, David Katz and Tulane Law School Dean,
David Meyer
8:15 - 9:15
A Global Banker’s Perspective of Deals in 2014
An experienced investment banker with significant international
experience will describe the M&A landscape for both global and
domestic transactions, highlighting significant trends with an
outlook for the remainder of 2014 and discuss how such trends
will affect M&A lawyers and their clients.
Michael Carr, Co-Head Americas M&A, Goldman, Sachs & Co.
9:15 - 10:30
M&A in 2014
This panel will examine recent trends in structuring and
negotiating M&A deals, including increasing use of tender offers
after the enactment of DGCL 251h, SEC developments, trends in
financing of deals and case law and practice developments
affecting terms of acquisition agreements, hostile deals, deal
protection and controlling shareholder transactions.
Eileen Nugent, moderator, Michael Aiello, Michele Anderson,
Michael Carr, Jeffrey Rosen and Faiza Saeed
10:30 - 10:45 Break
10:45 - 12:00
Cross-Border Transactions
This panel will explore the issues presented in deal-making
across borders, including issues presented by legal and social
differences in different jurisdictions, concerns over enforceability,
different dispute resolution and enforcement techniques, CFIUS
and other regulatory concerns.
George Bason and Robert Spatt, co-moderators, Michael
Carr, Matthew Herman, Peter Thomas and Robert Townsend
12:00 - 1:30 Lunch (on your own)
CORPORATE LAW INSTITUTE
1:30 - 2:00
Keynote Speech
The Corporate Law Institute is pleased to have as its keynote
speaker SEC Commissioner Daniel Gallagher who will focus
on developments in shareholder activism, corporate governance
and the proxy arena.
2:00 - 3:00
M&A Deal-Making and the Media: What Lawyers Should
Know
A perennial favorite with Tulane attendees, leading journalists
from The New York Times, Bloomberg News and other deal
professionals involved with stockholder communications describe
the evolving nature of how media works and how it affects M&A
deal-making in 2014.
Robert Kindler, moderator, Dana Mattioli, Jeff McCracken,
George Sard and Andrew Ross Sorkin
3:00 - 3:15 Break
3:15 - 4:30
Dealing with Shareholder Activism
Reflecting the continuing importance of shareholder activism and
its effect on M&A, these panelists will describe current issues
related to the ability to get deals done from the point-of-view of a
variety of constituencies involved in activist approaches and
responding to them.
David Katz, moderator, Daniel Burch, Chris Cernich,
Joele Frank, Victor Lewkow and Steve Wolosky
4:30 - 5:45
Delaware Developments
This panel will review and comment upon significant Delaware
case law developments in the past year, including In re MFW
Shareholders Litigation and In re Morton’s Restaurant Group.
Mark Gentile, moderator, Justice Henry duPont Ridgely,
Frederick Alexander, Paul Choi and Brad Davey
5:45 - 7:00 Cocktail Reception
Sponsored by the Office of the Delaware Secretary of State
26th TULANE CORPORATE LAW INSTITUTE
Friday, March 28, 2014
8:00 - 9:00
From Revlon to Unocal to Van Gorkom: A Conversation with
Marty Lipton
DealBook's Andrew Ross Sorkin will interview Martin Lipton of
Wachtell, Lipton, Rosen & Katz about his observations during his
decades of deal-making, changes he has experienced and his
views of what lies ahead for global deal-making for M&A
practitioners.
9:00 - 10:15
Corporate Investigations
This panel will discuss the challenges faced by issuers in dealing
with corporate investigations, including advising the board of
directors, dealing with privilege issues, dealing with disclosure and
stockholder communications issues as well as other related
litigation.
Patrick Fitzgerald, moderator, Patrick Craine, Michael
Gertzman, Peter Lyons, Kris Swanson and James Webb
10:15 - 10:30 Break
10:30 - 12:00
Early Stage Deal Considerations
This panel will examine the important issues presented at the early
stages of a deal, many of which set the stage for fiduciary and other
issues to come, including the importance of confidentiality
agreements and various issues that arise during their negotiation,
determining the structure of a deal and its approval processes,
considering the need for the creation of a special committee and
other issues.
Keith Pagnani, moderator, M. Adel Aslani-Far, Diane Holt
Frankle and Gregory Williams
12:00 - 12:15 Break (Boxed Lunch Pick-up)
12:15 - 2:15
Ethics and Professionalism
This panel will explore a number of the ethical and professionalism
issues facing corporate practitioners and litigators, including issues
that arise during structuring and negotiating a transaction.
Bruce Silverstein, moderator, Justice Henry duPont Ridgely,
Julie Duffy, John Villa and Kristine Wellman
Institute Chairpersons
Eileen T. Nugent Skadden, Arps, Slate, Meagher & Flom
David A. Katz Wachtell, Lipton, Rosen & Katz
Donald J. Wolfe, Jr. Potter Anderson & Corroon
New Orleans Sponsors
These New Orleans-based firms have supported the Institute throughout its 26 years, many since its inception. We are grateful for the continuing loyalty, enthusiasm and support of these firms:
Adams & Reese
Baker Donelson Bearman Caldwell & Berkowitz PC
Fishman Haygood Phelps Walmsley Willis & Swanson, LLP
Jones, Walker, Waechter, Poitevent, Carrere & Denegre LLP
Lowe, Stein, Hoffman, Allweiss & Hauver, LLP
McGlinchey Stafford PLLC
Phelps Dunbar LLP
Stone Pigman Walther Wittmann LLC
A Note of Appreciation
Our Planning Committee and Faculty are volunteers. Without their generous contributions of time, thought and energy, Tulane would not be able to bring you this “most important gathering of its kind.” We thank them for their gifts.
Institute Dates:
Registration:
Program Time:
Location:
CLE Credit:
Fee:
Late Registration:
March 27 - 28, 2014
7:30am, March 27
8:00 - 5:45, March 27
8:00 - 2:15, March 28
Roosevelt Waldorf-Astoria
123 Baronne Street
New Orleans, LA
12.75 CLE credit hours (60
minute states) including one
hour of Ethics and one hour
of Professionalism
$895, $750 for additional
registrants from same firm
$925 (all registrations after
March 19)
26th TULANE CORPORATE LAW INSTITUTE
Professor William T. Allen NYU School of Law Professor Onnig Dombalagian Tulane Law School Jesse A. Finkelstein Richards, Layton & Finger Louis Y. Fishman Fishman Haygood Phelps Walmsley Willis & Swanson Michael D. Fricklas Viacom, Inc. Michael D. Goldman Potter Anderson & Corroon
Justice Jack B. Jacobs Supreme Court of Delaware Janet Langford Kelly Conoco Phillips Simon M. Lorne Millennium Partners Frederick C. Lowinger Sidley Austin David C. McBride Young, Conaway, Stargatt & Taylor Theodore N. Mirvis Wachtell, Lipton, Rosen & Katz
Justice Andrew G.T. Moore, II Gibbons P.C. Former Justice, Supreme Court of Delaware James C. Morphy Sullivan & Cromwell Kim K.W. Rucker Kraft Foods Group, Inc. A. Gilchrist Sparks, III Morris, Nichols, Arsht & Tunnell Honorable Leo E. Strine, Jr. Chief Justice, Delaware Supreme Court Donald J. Wolfe, Jr. Potter Anderson & Corroon
Michael J. Aiello Weil, Gotshal & Manges LLP Frederick H. Alexander* Morris, Nichols, Arsht & Tunnell Michele M. Anderson Securities and Exchange Commission M. Adel Aslani-Far Latham & Watkins LLP George R. Bason, Jr.* Davis Polk Wardell Daniel H. Burch MacKenzie Partners, Inc. Michael J. Carr Goldman, Sachs & Co. Christopher Cernich Institutional Shareholder Services Inc. Paul L. Choi* Sidley Austin Patrick K. Craine Chesapeake Energy Corporation T. Brad Davey Potter Anderson & Corroon Julie G. Duffy Textron Patrick Fitzgerald Skadden, Arps, Slate, Meagher & Flom Joele Frank Joele Frank, Wilkinson Brimmer Katcher Diane Holt Frankle Kaye Scholer LLP
Commissioner Daniel M. Gallagher Securities and Exchange Commission Mark J. Gentile* Richards, Layton & Finger Michael E. Gertzman Paul, Weiss, Rifkind, Wharton & Garrison Matthew Herman Freshfields Bruckhaus Deringer David A. Katz* Wachtell, Lipton, Rosen & Katz Robert A. Kindler* Morgan Stanley Victor I. Lewkow* Cleary, Gottlieb, Steen & Hamilton Martin Lipton Wachtell, Lipton, Rosen & Katz Peter D. Lyons* Shearman & Sterling Dana Mattioli The Wall Street Journal Jeffrey McCracken Bloomberg Eileen T. Nugent* Skadden, Arps, Slate, Meagher & Flom Keith A. Pagnani Sullivan & Cromwell LLP Justice Henry duPont Ridgely Supreme Court of Delaware Jeffrey J. Rosen Debevoise & Plimpton LLP
Faiza J. Saeed* Cravath, Swaine & Moore LLP George Sard Sard Verbinnen & Co. Bruce L. Silverstein* Young Conaway Stargatt & Taylor Andrew Ross Sorkin CNBC, DealBook Robert E. Spatt* Simpson Thacher & Bartlett LLP Kristofer K. Swanson PricewaterhouseCoopers LLP Peter C. Thomas Simpson Thacher & Bartlett LLP Robert S. Townsend Morrison & Foerster LLP John K. Villa Williams & Connolly, LLP James R. Webb Chesapeake Energy Corporation Kristine Wellman Capital One Gregory P. Williams Richards, Layton & Finger Steve Wolosky Olshan Frome Wolosky LLP
Planning Committee *Asterisked Faculty and:
Program Faculty
26th Corporate Law Institute ♦ March 27 - 28, 2014 ♦ Roosevelt Waldorf-Astoria
REGISTRATION FORM
I would like to register for the Institute at the rate of:
□ $895 First registrant from firm (before March 19) □ $750 Additional registrant (from same firm)
□ $925 Late registration (after March 19)
□ I would like to receive a boxed lunch on Friday, March 28.
□ I cannot attend the Institute but would like to order the course materials (on a flash drive). $125
Mr./Ms.
Name on Badge (if different from above):
Firm:
Address:
City: State: Zip:
Phone: ( ) - Email:
Bar membership state(s) and number(s):
♦♦♦
To register online, please visit www.law.tulane.edu/corporate (VISA or MasterCard ONLY)
To register by mail, send registration form and check payable to: Tulane CLE
200 Broadway, Suite 203
New Orleans, LA 70118
For more information, call 504.865.5900, email [email protected] or visit www.law.tulane.edu/corporate
Remember to reserve your hotel room early as space is limited.
Registration On-line registration is available at www.law.tulane.edu/corporate. The Standard Registration Fee is $895 for the first person from a firm or organization. A reduced fee of $750 is offered for additional people from the same firm or organization, government employees, and non-profit organizations. Fee includes course material on a flash drive, refreshment breaks and cocktail reception on Thursday evening. ALL registrations received after March 19 will be charged the Late Registration Fee of $925. Tulane CLE accepts checks, cash, VISA and MasterCard. If you require special needs, please contact our office.
Cancellation & Refund Tulane CLE offers a $650 refund through March 19. All cancellations must be submitted in writing either via fax to 504.866.1583 or by email to Pat R. Smith at [email protected] no later than March 19. Course Material The Institute faculty always provides excellent course material covering the program topics. The extensive course material will be on a convenient flash drive. You may wish to bring your laptop to easily access the material at the conference; however hardcopies will be available to download before the program at www.law.tulane.edu/corporate.
If you are unable to attend the Institute, you may order the course material using the registration form. Please include payment of $125 with your order. CLE Credit Tulane CLE will assist in your reporting process. This program is being presented in Louisiana, a mandatory CLE state. Attorneys licensed in 60-minute states will receive a maximum of 12.75 hours for attending the Institute. Attorneys licensed in 50-minute states will receive a maximum of 15.3 hours of credit. The Institute includes one hour of ethics and one hour of professionalism.
General Information