4th Annual Midwestern M&A and Private Equity Forum

Event Details

May 12, 2016

8:30 AM - 6:00 PM

Chicago, IL


The Thomson Reuters Legal Executive Institute is pleased to present The 4th Annual Midwestern M&A & Private Equity Forum at The University Club of Chicago. A premier forum on corporate mergers, acquisitions, divestitures and deal activity, our summit routinely showcases top industry practitioners and advisors for a comprehensive look at key developments impacting the middle market.

This year’s program examines the growing specter of data security in M&A, the unique set of challenges associated with dispositions and divestitures, the continued scrutiny of the regulatory approval process in public and private deals, and best practices in advising the Board of Directors throughout the sales process.

Why You Should Attend

  • Engage leading industry practitioners and advisors on critical trends impacting the middle market.
  • Network with peers and top dealmakers on new business development opportunities and more
  • Gain valuable and digestible insight for easy adoption at your firm
  • Receive the CPE and CLE credit you deserve through our substantive conference presentations

Event Co-Chairs

Andrew Noreuil

Partner, Mayer Brown LLP

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Jodi A. Simala

Partner, Mayer Brown LLP

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Gregory E. Wolski

Partner, Ernst & Young LLP

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Event Details

Thursday, May 12

8:30 AM
Registration & Networking Continental Breakfast
9:30 AM
Co-Chairs’ Welcome
9:45 AM
M&A Litigation Trends and 2016 Deals Spotlight

Gain an in-depth look at the top mid-west deals to date and the factors and influencers expected to drive deal activity in 2016.  New technologies, start-up ventures, pending or evolving access to capital, regulatory changes, and industry market changes, among other factors will all play a significant role in the volume and scope of deals developed in 2016.  The session will delve into:

  • Big deals to date
  • Q3/Q4 and 2017 forecast and outlook
  • Factors driving the M&A market
  • Economic trends and product innovations likely to impact M&A deals this year
  • Equity and debt markets landscape
  • Global economic uncertainties
  • Impact of value investors and stockholder activism on M&A strategy

Chris Smyth
 – Transaction Advisory Services Leader, Ernst & Young LLP

Hon. Justice Randy J. Holland
– Delaware Supreme Court
Jamie Koumanakos
– Partner, Blake, Cassels & Graydon LLP
Matthew Toole
– Director, Deals Intelligence, Thomson Reuters

10:45 AM
Networking Refreshment Break
11:15 AM
The Evolving Face of Risk: Navigating Data Security and Geopolitical Instability in the M&A Process

In a recent study conducted by Ernst & Young, CEO confidence appears high in 2016, leading to a robust mid-market M&A environment enjoying unprecedented success since 2008. A vibrant wave of start-ups entering the market has complimented the diverse economic conditions fueling strong interest in cross-border deals. But along with the opportunity comes an elevated amount of risk, including risks surrounding the volatile currency and commodity markets, increased global and regional political instability and, especially given many targets’ heavy reliance on technology and digital assets and their customer-facing business models, the escalating specter of data privacy and cybersecurity. As a core business issue, cybersecurity must now be managed as part of the deal-making process. Risks include theft of R&D, intellectual property and employee and customer data, financial fraud and reputational damage. This critical conversation takes a deep dive into some of the most difficult challenges facing dealmakers today:

  • How to protect critical data and intelligence through proven cybersecurity measure
  • Understanding key considerations in seller cyber liability
  • Structuring considerations, cultural considerations and corruption concerns from cross borders deals
  • Use of cyber-insurance and other measure to manage risk

Gregory E. Wolski
– Partner, Ernst & Young LLP

Maranda E. Fritz
 – Partner, Thompson Hine LLP
Kirk Sanderson
– Vice President, Transactional Risk, Equity Risk Partners, Inc
John Toney
 – Senior Manager, Ernst & Young LLP


12:15 PM
Networking Luncheon
1:30 PM
Dispositions and Divestitures - Unique Issues

In part driven by activist investors and capital marked premiums for “pure play” companies focused on their core competencies, public companies are increasingly evaluating their business activities to determine optimum allocation of capital. Increasingly, this is resulting in divestitures to optimize asset portfolios, with both strategic and financial investors among the buyers. We will evaluate these trends and the unique legal and business issues raised by divestitures, including:

  • Identification and separation of assets and liabilities
  • Assignment, licensing and license backs of necessary intellectual property and related exclusivity and non-compete issues
  • Transition services agreements and related scope, term, pricing and liability issues
  • Dealing with lack of standalone or audited financials
  • Deal specific representation, warranty and indemnity considerations
  • Employee and employee benefit issues
  • Issues associated with divestitures involving management buy-outs

Jodi A. Simala
– Partner, Mayer Brown LLP

Brian Graves
  – Board Member, Summit Holdings
Paul Hammes
 – Partner, Ernst & Young LLP
Robert Macklin 
 – Vice President, Deputy General Counsel, Hill-Rom

2:30 PM
Navigating the Regulatory Approval Process in Public and Private M&A Deals

Public takeovers, whether by tender offer, merger or other means, are regulated at both the federal and state levels. In addition, industries such as banking, utilities, insurance, airline, media and communications are subject to significant restrictions on investments by both U.S. and Non-U.S. persons. During this engaging session, we’ll take a close look at the key regulatory parameters that publicly traded, as well as private, companies must be aware of and well-prepared for to ensure a smooth merger or acquisition transaction. We’ll specifically take a close look at:

  • Federal laws and the SEC
  • State laws and the impact and corporation specific compliance requirements
  • Application of U.S. rules to offers for non-U.S. companies
  • China deals and foreign investors in the U.S. market

William R. Kucera
 – Partner, Mayer Brown LLP

Michael D. Allen
 – Director, Richards, Layton & Finger, PA
David S. Schaffer
 – Principal, Miller Canfield PLC
Steven H. Shapiro 
 – Partner, Krasnow Saunders Kaplan & Beninati LLP

3:30 PM
Networking Break
3:45 PM
Shareholder Activism and Advising the Board of Directors

This session will walk through the decision-making process that boards of directors face when running a sales process and the host of legal and regulatory issues that boards face when negotiating a merger or acquisition, including:

  • Rate returns on activist funds
  • The utility and limitations of an extensive pre-signing market check
  • Fiduciary issues raised by exclusivity agreements and “don’t ask, don’t waive” clauses
  • How the scope of the sales process will impact the reasonableness of the deal protections
  • How the structure of the deal – one step, two step or 251(h) – may create or eliminate fiduciary issues for the board
  • Best practices for handling insiders when negotiating a merger transaction
  • The target’s desire to enhance closing certainty while preserving the right to terminate in appropriate circumstances
  • Allocating the risk of dissent – whether in the form of a “no” vote or a demand for appraisal

Andrew J. Noreuil
– Partner, Mayer Brown LLP                          

Richard Hawwa
 – Director, Citigroup


4:45 PM
Conclusion of Conference – Networking Reception
Jamie Koumanakos

Partner, Blake, Cassels & Graydon LLP

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Matthew Toole

Director, Deals Intelligence, Thomson Reuters

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Maranda E. Fritz

Partner, Thompson Hine

View Faculty Page
Paul Hammes

Partner, Ernst & Young LLP

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Robert Macklin

Vice President, Deputy General Counsel, Hill-Rom

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The University Club of Chicago

76 East Monroe Street
Chicago, IL 60603

Our room block cut-off date at the University Club has passed. However, they are still accepting reservations at our group rate ($209/night for Court Rooms, $249/night for Monroe Rooms, $309/night for Michigan Rooms – see descriptions here: University Club Guest Room Descriptions), based on availability. Please contact the Club at 312.726.2840 (ask to be connected to Reservations) and reference “Thomson Reuters”.

For assistance with guest room reservations, please contact our Conference Planner, Meghan Landis, at Meghan.landis@tr.com or 201.912.3042.

Dress Code: Business Casual. We recommend dressing in layers as meeting room temperatures tend to fluctuate.

More Info

Nearby Hotels

Chicago Athletic Association


Palmer House Hilton


Silversmith Hotel Chicago Downtown


Hotel Burnham, a Kimpton Hotel


W Chicago – City Center


JW Marriott Chicago


Sponsors of This Event