Overview (Program Summary)
Session I - 9:00 a.m. to 10:00 a.m. (Royer Cooper Cohen Braunfeld LLC)
BREAK - 10:00 a.m. to 10:30 a.m.
Session II - 10:30 a.m. to 11:30 a.m. (Citrin Cooperman Advisors LLC)
Session I, 9:00 a.m. to 10:00 a.m. — The Glass Is Half Full… Until It Isn’t
It is great that the glass is full, but always be prepared for a leak. The goal of corporate attorneys is to get the deal done. That could be a Merger & Acquisition, a new Master Agreement, obtaining new financing to allow the company to expand, or dozens of other transactions. And, yes, the corporate attorney does draft and edit provisions about Representations & Warranties and potential breaches, but what happens when things don’t work out as everyone had hoped? More often than not, the litigation partner is brought in, but only after the parties are not getting along or someone claims something bad happened. However, at this point the litigator is stuck with the deal terms and the agreed upon contractual language. Would this have been different if the litigator spoke with the deal/corporate attorney at the beginning? In our experience, the answer is a resounding “YES!” We will explore common and often used (or misused) parts of deals and agreements to better protect yourself if (or when) something goes wrong. Having a better understanding of how litigation works in a business dispute/break-up, will enhance your ability to proactively add key terms that are advantageous to you.
Session II, 10:30 a.m. to 11:30 a.m. — The Evolving Landscape of Corporate Transactions From a Diligence, Valuation and Dispute Perspective
The mergers and acquisitions market saw a record year in 2021 and continues to experience significant activity in 2022. It is critical for in-house counsel to understand the full life cycle of a corporation transaction as well as the proper due diligence steps to accurately value complex transactions. This program will provide an overview of the corporate transaction process from sources of capital, transaction structure, M&A due diligence, and the valuation process. The panel will discuss the current capital markets landscape and volatility and the corresponding impacts to corporate valuations. This discussion will include examples of M&A due diligence and valuation approaches. The program will conclude with a discussion of the current economic uncertainties facing corporations including supply chain disruptions, increasing borrowing costs, and availability of capital, among others.
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- Matthew Faranda-Diedrich, Partner, Royer Cooper Cohen Braunfeld LLC
- Barry Cohen, Partner, Royer Cooper Cohen Braunfeld LLC
- Kira Lum, Associate, Royer Cooper Cohen Braunfeld LLC
- Jan Fink Call, Senior Legal Director and Head of Legal for North America, Firmenich
- Sylvie Gadant, Citrin Cooperman Advisors LLC
- Mandeep Trivedi, Citrin Cooperman Advisors LLC
- Joseph W. Lesovitz, CPA/ABV/CFF, CFA, CFE, Citrin Cooperman Advisors LLC
- Yan Ling (Winnie) Wang, Senior Legal Counsel, De Lage Landen Financial Services, Inc.