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WEDNESDAY, SEPTEMBER 21

5:00 p.m. – 8:00 p.m.:  Registration
5:00 p.m. – 8:00 p.m.:  Welcome Reception

THURSDAY, SEPTEMBER 22 

8:00 a.m. – 5:00 p.m.:  Registration
8:00 a.m. – 9:30 a.m.:  Networking Breakfast
9:30 a.m. – 9:45 a.m.:  Welcome Remarks

Concurrent Programs I

10:00 a.m. – 12:00 p.m.

THE PRIVATE COMPANY M&A: STRUCTURE, DILIGENCE AND DOCUMENTATION
Sponsored by Mergers and Acquisitions Committee and LLCs, Partnerships and Unincorporated Entities Committee
Program Chair: Stanley Freedman, Partner, Heenan Blaikie LLP, Toronto, ON, Canada

Speakers:

• Jonathan Baird, Partner, Freshfields Bruckhaus Deringer, London, U.K.
• Ellisa O. Habbart, Partner, Delaware Counsel Group LLP, Wilmington, DE
• The Honorable Myron T. Steele, Chief Justice, Delaware Supreme Court, Dover, DE 

Panelists will address the important issues and practices that must be considered when purchasing a U.S. business, including: prominent terms, structures and drafting issues; what to do when non-corporate entities are involved in the M&A transaction; and effective due diligence. The issues will be addressed with the aid of the American Bar Association Model Stock Purchase Agreement, Second Edition, and its International Stock Acquisitions Supplement. 

10:00 a.m. – 12:00 p.m.

CROSS-BORDER CLOSING OPINIONS: CUSTOMARY PRACTICE
Sponsored by Legal Opinions Committee
Program Chair: Ettore Santucci, Partner, Goodwin Procter LLP, Boston, MA

Speakers:

•  Daniel Bushner, Partner, Jones Day, London, U.K.
•  Donald W. Glazer, Boston, MA
•  Michael Kutschera, Partner, Binder Grösswang Rechtsanwälte GmbH, Vienna, Austria

This program will discuss common issues faced by U.S. opinion givers and non-U.S. opinion recipients and their counsel with respect to outbound third-party closing opinions in cross-border transactions.  The goal is to compare the perspectives of U.S. and non-U.S. lawyers and to foster greater consistency in customary practice.  The issues to be addressed include: 

• tension between U.S. customary opinion practice and the expectations of non-U.S. opinion recipients;
• recommendations for minimizing the risk of misunderstanding in cross-border opinion practice;
• interplay between outbound choice of law and choice of forum opinions;
• "as-if" enforceability opinions in the cross-border context; and
• opinions concerning international arbitration.

10:00 a.m. – 12:00 p.m.

EXTRATERRITORIAL APPLICATION OF DODD-FRANK: CAPITAL REQUIREMENTS, SWAP DEALER REGISTRATION, AND THE VOLCKER RULE – CROSS-BORDER SOLUTIONS
Sponsored by Banking Law Committee
Program Chair and Moderator: Sarah A. Miller, Chief Executive Officer, Institute of International Bankers, New York, NY

Speakers:

• Derek M. Bush, Partner, Cleary Gottlieb Steen & Hamilton LLP, Washington, DC
• Victoria Hardy, Director, Head of Group General Counsel’s Office, Barclays PLC, London, UK
• George H. White, Partner, Sullivan & Cromwell LLP, London, U.K.

This program will focus on how the U.S. financial services regulators are, under authority of the Dodd-Frank Act, extending U.S. legal requirements to the home offices of foreign financial institutions. This program will also focus on the need for cross-border solutions to many of the issues confronting the world's financial regulators.

12:00 p.m. – 1:30 p.m.:  Lunch

Concurrent Programs II

1:30 p.m. – 3:30 p.m.

LET’S MAKE A DEAL – GETTING TO YES WITH A PUBLIC TARGET ACROSS THE POND
Sponsored by Mergers and Acquisitions Committee
Program Chair: Diane Holt Frankle, Partner, Kaye Scholer LLP, Palo Alto, CA

Speakers:

• Christiaan de Brauw, Partner, NautaDutilh, Amsterdam, Netherlands      
• James R. Griffin, Partner, Dewey & LeBoeuf LLP, East Palo Alto, CA
• Mark Morton, Partner, Potter, Anderson & Corroon LLP, Wilmington, DE 

This program will explore, in a realistic role-play setting, the various issues a European buyer should consider in developing a successful bid for a U.S. public company. The panelists will consider issues affecting structure, deal protection, board duties, disclosure and regulatory compliance, all from the perspective of a European buyer exploring the acquisition of a U.S. target company traded on NASDAQ or the NYSE. Panelists will cover the perspectives of a U.S. target board considering an offer, U.S. securities law issues arising in the bidding process, the pros and cons of alternative two step tender offer and one step merger structures, key considerations in a hostile third party bid, and other regulatory issues to be addressed in preparing of a bid for a U.S. company, contrasting with an acquisition of a European target company.

1:30 p.m. – 3:30 p.m.

WHAT HAPPENED TO MY VOTE? – GLOBAL PROBLEMS IN SHAREHOLDER VOTING
Sponsored by Corporate Governance Committee
Program Chair and Moderator: Carol Hansell, Senior Partner, Davies Ward Phillips & Vineberg LLP, Toronto, ON, Canada

Speakers:

• Peter Montagnon, Senior Investment Adviser, Financial Reporting Council, London, U.K.
• John C. Wilcox, Chairman, Sodali, New York, NY 
• Susannah Haan, Secretary General, EuropeanIssuers, Brussels, Belguim

Shareholding voting processes around the world are seriously flawed.  Investors are being disenfranchised because they don't receive their materials. When they cast their votes, those votes may be diluted or pro-rated - or even discarded altogether. The meaning of voting results is further obscured by the possibility of empty voting and hidden voting. Through all of this, issuers and investors are in the dark: they have no way of knowing whether votes are being reliably cast and counted and typically have no right or power to demand an audit. Research is being done around the world, and securities regulators (including the U.S. Securities and Exchange Commission) are now getting involved. This session will explore some of the flaws in the proxy voting system in various jurisdictions and how issuers and investors should address these issues.

1:30 p.m. – 3:30 p.m.

DODD-FRANK: A SEISMIC SHIFT BEING FELT AROUND THE WORLD
Sponsored by Consumer Financial Services Committee
Program Chair: Roberta G. Torian, Counsel, Reed Smith LLP, Philadelphia, PA

Speakers:

Lynne B. Barr, Partner, Goodwin Procter LLP, Boston, MA
Jacqui Hatfield, Partner, Reed Smith LLP, London, U.K.
• Kate Lamburn, Legal Department - EMEA, Bank of America Merrill Lynch, London, U.K.

This program will identify how Dodd-Frank is affecting the operations of global financial institutions.  Panelists will discuss how the new Consumer Financial Protection Bureau will change the U.S. landscape for global providers; compare Dodd-Frank to Basel III and EU proposals for reform and the challenge for multi-nationals of complying with them; and analyze the impact of Dodd-Frank on non-institutions from the perspective of a European banker.

Concurrent Programs III

4:00 p.m. – 6:00 p.m.

LET’S MAKE A DEAL – GETTING TO YES WITH A PRIVATE TARGET ACROSS THE POND
Sponsored by Mergers and Acquisitions Committee
Program Chair and Moderator: Keith A. Flaum, Partner, Dewey & LeBoeuf LLP, Palo Alto, CA

Speakers:

• Robert Wethmar, Partner, Taylor Wessing LLP, Hamburg, Germany
• Eileen Nugent, Partner, Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY
• John Basnage, Partner, Hogan Lovells, London, U.K.           

In this program, M&A specialists in the U.S., the U.K. and continental Europe will discuss key issues in structuring and negotiating cross-border business acquisitions of privately-held companies. The panelists will discuss the structures available to acquire 100% of a privately-held company (including mergers, statutory squeeze-outs and the use of drag-along rights), and engage in interactive mock negotiations of key deal earn outs, the different scope of representations, warranties and guarantees in common law vs. civil law jurisdictions, and the use of pro and anti-sandbagging provisions and walk rights. The panelists will also share their experiences and data from the ABA M&A Committee’s M&A Deal Point Studies, and will discuss the practical consequences of the negotiated deal terms, including how often buyers walk (or threaten to walk) from the deal, how often buyers bring post-closing indemnification claims and the effect of the deal terms on the buyer's success (or lack thereof).

4:00 p.m. – 6:00 p.m.

COMPLIANCE WITH NORTH AMERICAN AND EUROPEAN REGIMES FOR THE REGULATION OF FOREIGN CORRUPT PRACTICES
Sponsored by Corporate Counsel Committee
Program Chair and Moderator: Kristine Robidoux, QC, Partner, Gowling Lafleur Henderson LLP, Calgary, AB, Canada

Speakers:

• Jan Farley, Ethics & Compliance Counsel – Eastern Hemisphere, Baker Hughes Incorporated, London, U.K.
• Mary C. Spearing, Partner, Baker Botts LLP, Washington, DC
• Nick Benwell, Partner, Simmons & Simmons LLP, London, U.K.

Increasingly, investigations of corrupt business practices are making headlines around the world. Companies carrying on business on either side of the Atlantic are subject to the toughest anti-corruption standards in the world - the U.K. Bribery Act and the U.S. Foreign Corrupt Practices Act. U.S. and U.K. law enforcement agencies have dramatically increased their enforcement of anti-bribery legislation. Not to be outdone, Canada's Royal Canadian Mounted Police and other international enforcement agencies are similarly focusing significant resources on the investigation and prosecution of bribery offenders. Non-compliance with foreign anti-corruption laws can result in crippling penalties and jail time for officers and directors, and further, the effects of fraud or corrupt activity can be fundamental to an organization's ability to operate. Companies doing business abroad must be mindful of the critical importance of a strong understanding of applicable anti-corruption laws and a strong business integrity framework and a rigorous and effective compliance program to prevent and detect corruption and other forms of economic crime. Come learn how your organization can protect itself against potential violations and the crippling financial and reputational damage that often result.

4:00 p.m. – 6:00 p.m.

BACK FROM THE BRINK – OR IN THE SOUP? SOME PRACTICAL EFFECTS OF FINANCIAL REGULATORY REFORM ON THE INTERNATIONAL STRUCTURED FINANCE MARKET AND FOREIGN POOLED INVESTMENT VEHICLES
Sponsored by Securitization and Structured Finance Committee and Private Equity and Venture Capital Committee
Program Chair and Moderator: Martin Fingerhut, Partner, Cassels Brock & Blackwell LLP, Toronto, ON, Canada

Speakers:

• Ellen L. Marks, Partner, Latham & Watkins LLP, Chicago, IL
• Kenneth E. Kohler, Senior Of Counsel, Morrison & Foerster LLP, Los Angeles, CA
• Angela Hayes, Partner, Mayer Brown International LLP, London, U.K.
• Elana M. Hahn, Partner, Morrison & Foerster LLP, London, U.K.
• Vladimir Maly, Partner, Latham & Watkins LLP, London, U.K.

This program will discuss the current state of financial regulatory reform in the U.S., Europe and Canada as it affects issuers of and investors in financial products in the international capital markets. This program will concentrate on the impact of these reforms, including U.S. issuers offering and selling to investors outside the U.S. under Regulation S, and European issuers selling to U.S. investors.

6:00 p.m. – 7:00 p.m.:  Networking Reception

 

FRIDAY, SEPTEMBER 23 

8:00 a.m. – 2:00 p.m.:  Registration
8:00 a.m. – 9:00 a.m.:  Networking Breakfast 

Concurrent Programs I

9:00 a.m – 11:00 a.m.

CROSS-BORDER ACQUISITIONS AND THE IMPACT OF U.S. REGULATIONS
Sponsored by Mergers and Acquisitions Committee
Program Chair and Moderator: Joel I. Greenberg, Senior Corporate Partner, Kaye Scholer LLP, New York, NY

Speakers:

• Farhad Jalinous, Partner, Kaye Scholer LLP, Washington, DC
• Lou R. Kling, Partner, Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY
• Scott P. Perlman, Partner, Mayer Brown LLP, Washington, DC 

This session will review the effect of U.S. regulatory schemes on cross-border acquisitions, including those in which U.S. companies may not be the principal target. The panelists will discuss national security review by the Committee on Foreign Investment in the United States (CFIUS) under the Exon-Florio amendments and the U.S. Department of Defense under its security clearance programs, International Traffic in Arms Regulation (ITAR), antitrust review under the Hart-Scott-Rodino Act, and federal and state securities regulation in the context of a hypothetical transaction.

9:00 a.m – 11:00 a.m.

CROSS-BORDER INSOLVENCIES: BASIC PRINCIPLES OF U.S., U.K. AND E.U. BANKRUPTCY LAW
Sponsored by Business Bankruptcy Committee and International Coordinating Committee
Program Chairs: Samuel R. Maizel, Partner, Pachulski, Stang Ziehl & Jones LLP, Los Angeles, CA and Michael St. Patrick Baxter, Partner, Covington & Burling LLP, Washington, DC
Program Moderator: Samuel R. Maizel

Speakers:

• Paul de Drée, Partner, Salans, Paris, France
• Deryck Palmer, Partner, Cadwalader Wickersham & Taft LLP, New York, NY
• Georgina Peters, Barrister, 3-4 South Square, London, U.K.

As the global economy becomes more inter-connected, attorneys world-wide must have a better understanding of the similarities and differences between how different nations deal with restructuring issues.  This panel, including internationally recognized attorneys from New York, London and Paris, will discuss the basics of U.S. bankruptcy law, and compare and contrast it with bankruptcy laws in the U.K. and within the E.U.  The panel will discuss, among other topics, the basic rules and principles dealing with cross-border insolvencies, management issues, buying and selling assets, the treatment of contracts and leases, and the resolution and payment of claims.

9:00 a.m – 11:00 a.m.

GREAT EXPECTATIONS: A FORUM DISCUSSION BY SENIOR INTERNATIONAL INVESTMENT BANKING IN-HOUSE COUNSEL OF THEIR EXPECTATIONS OF OUTSIDE LAWYERS IN THE WAKE OF THE FINANCIAL CRISIS
Sponsored by Federal Regulation of Securities Committee
Program Chair and Moderator: Daniel Bushner, Partner, Jones Day, London, U.K.

Speakers:

• Peter Castellon, Deputy General Counsel Banking & Capital Markets, Citi, London, U.K.
• John Farry, Head Global Banking-Legal, Deutsche Bank, London, U.K.
• Laura Holleman, Managing Director, General Counsel – Investment Banking Division, Goldman Sachs, London, U.K.

Leading senior lawyers from bulge bracket investment banks in London will discuss how outside lawyers and their firms are addressing the cross-border needs of major financial institutions in the post-financial crisis world.  The discussion will focus on how law firms have succeeded or failed in meeting the needs of clients, specifically in a transactional context across borders against a changing regulatory landscape.  Topics will include the role of outside counsel in controlling risk, effective deal execution and developing solutions (or creating problems).  The discussion is intended to be a frank discussion of how outside law firms can better serve clients.           

Concurrent Programs II

11:30 a.m. – 1:30 p.m.

AVOIDING LAND MINES IN ACQUIRING THE DELAWARE PUBLIC COMPANY
Sponsored by Mergers and Acquisitions Committee
Program Chair: Mark A. Morton, Partner, Potter Anderson & Corroon, LLP, Wilmington, DE

Speakers:

• Joel I. Greenberg, Senior Corporate Partner, Kaye Scholer LLP, New York, NY
• Eileen Nugent, Partner, Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY        
• The Honorable Myron T. Steele, Chief Justice, Delaware Supreme Court, Dover, DE  
• Donald J. Wolfe, Jr., Corporate Litigation Partner and Chairman, Potter Anderson & Corroon LLP, Wilmington, DE        

This program will look at the key provisions a deal lawyer should know regarding the law of a jurisdiction governing more than 70% of all U.S. companies, including structural/statutory issues, common law and equity issues, dealing with litigation in the context of a deal, key issues of Delaware law that affect the strategies, and documentation and outcomes when doing cross-border acquisitions of Delaware companies.

11:30 a.m. – 1:30 p.m.

INTERNATIONAL INSOLVENCIES: BASIC PRINCIPLES AND CURRENT PROBLEMS, INCLUDING LESSONS FROM LEHMAN, STANFORD, AND OTHER RECENT CASES
Sponsored by Business Bankruptcy Committee and Uniform Commercial Code Committee
Program Chairs: Samuel R. Maizel, Partner, Pachulski, Stang Ziehl & Jones LLP, Los Angeles, CA and Penelope Christophorou, Partner, Cleary Gottlieb Steen & Hamilton LLP, New York, NY
Program Moderator: Christopher J. Redmond, Partner, Husch & Blackwell, Kansas City, MO

Speakers:

• Margherita Bianchini, Deputy Director General and Head of Corporate Affairs, Assonime, Rome, Italy
• Seth Grosshandler, Partner, Cleary Gottlieb Steen & Hamilton LLP, New York, NY
• Look Chan Ho, Freshfields Bruckhaus Deringer, London, U.K.           

This panel is composed of experts in international insolvency law from New York, London and Rome, and moderated by a US attorney who serves as an expert on international insolvency issues for UNCITRAL, The Hague Conference on Insolvency, and UNODC.  Panelists will address the unique and more advanced issues arising under the current international rules for the insolvency of multi-national businesses and explore the current "hot" topics and lessons from recent high-profile international insolvency cases, including Lehman Brothers and Stanford International Bank, including. This panel will also discuss recent decisions dealing with COMI, who is a "natural person," and international efforts to create rules for consumer bankruptcy cases.   

11:30 a.m. – 1:30 p.m.

THE MODERNIZATION OF REGULATION S AND RULE 144A – HOW MARKET PRACTICE HAS ADAPTED (OR NOT) TO THE GLOBALIZATION OF CAPITAL MARKETS
Sponsored by Federal Regulation of Securities Committee
Program Chairs: Barbara A. Jones, Partner, Greenberg Traurig, LLP, Boston, MA and Daniel Bushner, Partner, Jones Day, London, U.K.

Speakers:

• Graham Kent, Director and Senior Counsel, Deutsche Bank, London, U.K.
• Ida Levine, The Capital Group, London, U.K.
• Sarah Murphy, Partner, Freshfields Bruckhaus Deringer LLP, London, U.K.

Since the adoption of Regulation S and Rule 144A in 1990, there has been a significant change in technology, media and electronic communications, trading platforms and the architecture of institutional investing.  These changes have dramatically impacted both issuers and institutional investors and, consequently, market practice.  This program will review the key issues facing market participants in debt and equity transactions and how market practice and changes in technology have altered the practical application of Regulation S and Rule 144A.  Panelists will also consider whether changes are necessary to existing regulations in light of the changing market dynamics.

12:00 p.m. – 1:30 p.m.:  Lunch