Successful integration is imperative to avoiding the risks of a merger or acquisition, and it is complicated by the fact that every deal is unique and no two deals can be integrated the same way. The Deal’s Post-Merger Integration Seminar examines some of the most common issues that need to be addressed by target and acquiring companies, advisers, attorneys and investors when planning for an M&A transaction.
Join The Deal and a roster of corporate development executives, corporate advisers and brokers, attorneys, accountants and in-house general counsel for a virtual event featuring two days of online sessions exploring how companies can manage many of the issues experienced after a deal is closed and how to successfully navigate through them. Your registration provides access to all of the sessions. View them live as they happen or on demand at a time that is convenient for you.
Mr. Alexandros Aldous is the General Counsel, Chief Government Relations Officer, and Corporate Secretary of The Chefs’ Warehouse, Inc., a NASDAQ listed, S&P 600 small cap international food distribution and manufacturing company, with operations across North America.
There are many factors that may lead to a deal failing to close or result in the inability to realize true value from the merger. Having a strong and proactive M&A integration plan is imperative to ensuring that the deal lives up to its projected value, and post-merger planning must start very early in the deal process. How can companies bridge the gap between corporate development and integration teams? At what point in the process should integration plans be established? What are the roles of internal corporate development and outside advisors in the process? What best practices should companies be using to ensure a successful integration?
Panelist: Judd Appel, BayBridge Capital Advisors
Panelist: Hemant Kumar, Chief Financial Officer, Senior Vice President Finance, SOL – Millennium Medical Group
Panelist: Chris Miner, EVP, Chief Legal Officer, WillScot Mobile Mini Holdings Corp.
Panelist: Tatyana Mosenkis, Former Associate Director Business Development, United Technologies Corporation
As many organizations seek to transform through M&A, the risk profile for many potential acquisitions is at an all-time high. This is due to key factors such as valuation expectations, economic uncertainty, synergy load, rate of innovation, complexity of new business models and the need to adopt new monetization mechanisms. This requires an integration strategy that addresses leadership, culture and change, operational risk identification and mitigation, value driver and synergy validation, technology roadmaps, and target operating models. This approach requires a fundamental rethink of due diligence and discovery to ensure that the right skills are engaged at the right time to deliver a comprehensive plan for day one and beyond.
Panelist: Brian Mellone, Senior Vice President, Director of Corporate Development & Strategy, First Horizon National Corporation
Panelist: Paul Price, Director M&A Integration, Corporate Development, IBM
Panelist: Brian Walters, Senior Vice President & General Counsel, Matthews International
Panelist: Matthew Wiener, Managing Director, Aon
The tax considerations involved in an acquisition vary depending on both the type of transaction and the types of companies involved. The structure of the transaction will affect the tax consequences arising from the deal, so sound tax advice early in the negotiation process can lead to positive financial benefits post-merger. This panel will review the typical transaction structures and the general tax consequences under each structure. Panelists will describe some of the more common tax due diligence concerns and indemnity considerations, while exploring the importance of purchase price allocations and the key considerations for buyers and sellers.
Panelist: Jeffrey Olin, Vice President, Tax, CF Industries
There is no argument that the technology landscape continues to change rapidly, as mobile devices, social media networks and the spread of user-generated content has led to an increasingly connected customer base. Large companies will likely have custom built systems, and older companies will likely have legacy systems. This panel examines the technology issues that all companies must be mindful of after completing an M&A transaction, including how to identify technology issues and how to develop a sound training plan for employees to ensure a smooth technology transition.
Panelist: Doug Barnard, Senior Vice President, General Counsel, and Secretary, CF Industries
Panelist: Janet Lee, Vice President, General Counsel & Secretary, Ansys, Inc.
Culture sometimes baffles most post-merger managers, and corporate culture is rarely used as a screening criterion. When integrating companies, especially when they are in similar businesses, it is sometimes assumed that both companies share the same corporate culture and dismiss the need for a cultural analysis. It is important that both companies understand the vulnerabilities, similarities and differences, and how to reconcile these differences. No two companies are the same, and it is important that management understands both cultures and provides the right leadership to integrate both cultures.
Panelist: Alexandros Aldous, General Counsel, Corporate Secretary & Chief Government Relations Officer, The Chefs’ Warehouse, Inc.
Panelist: Matthew Cantwell, Chief Strategy Officer, International, McGraw-Hill Education
M&A focuses inherently on growth, so a powerful and effective sales force is critical to profitability after the merger. Some view the integration of sales functions as their greatest challenge. Successful sales force integration requires detailed planning, identifying the best managers and staff, creating a program for retaining top talent and exploring ways to foster relationships with the most promising customers. This planning is an integral part of the post-merger process that should be explored in parallel with valuing the deal.
Panelist: Desiree Castillejos, Chief Strategy Officer & VP of Corporate Development, Kimball Electronics
Panelist: Edward Richards, Vice President, Corporate Business Development, The Lubrizol Corporation, a Berkshire Hathaway Company
Panelist: Gina Sandon, Director, Global Mergers & Acquisitions Synergy, IBM
A key component to a successful acquisition is often retention of the target company’s essential employees. Although this element has always been important, potential buyers and sellers have recently started to spend much more time negotiating a plan with respect to employee-related issues that works for both sides. Properly addressing these issues up front can help ensure not only continued financial success post-closing but also fair treatment of the target company’s employees. This panel examines some material employment-related issues that may arise during an M&A transaction, including “pay to stay” agreements, costs of retention payments, noncompete agreements, credit for prior service, employee diligence and inventory of existing employee agreements.
Panelist: Ronald Prague, Chief Legal Officer, Synchronoss Technologies, Inc.
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