Post-Merger Integration Seminar 2021 Video Library

Examine the most common issues for target and acquiring companies, investors, attorneys and advisers when planning for an M&A transaction.

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Videos

Planning Ahead to Successfully Manage the Integration Process

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?

Moderator: Tatyana Mosenkis, Former Associate Director Business Development, United Technologies Corporation

Panelist: Judd Appel, BayBridge Capital Advisors

Panelist: Matthew Gilmartin, Senior Vice President and Deputy General Counsel, IQVIA

Panelist: Hemant Kumar, Chief Financial Officer, Senior Vice President Finance, SOL – Millennium Medical Group

Panelist: Michael Wolf, Vice President, Deputy General Counsel, Baxter International Inc.

Optimizing Due Diligence and Pre-Close Activities to Focus on Integration Strategy

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.

Moderator: Helen Mantel, Partner, Baker McKenzie

Panelist: Brian Mellone, Senior Vice President, Director of Corporate Development & Strategy, First Horizon 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

Tax Considerations

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.

Moderator: David Marcus, Senior Writer, The Deal

Panelist: Jessica Harger, Managing Director, Aon

Panelist: Dominika Korytek, Partner, McDermott Will & Emery

Panelist: Jeffrey Olin, Vice President, Tax, CF Industries

Technology

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.

Moderator: Dan MacAndrew, Principal Consultant, OneConstant

Panelist: Doug Barnard, Senior Vice President, General Counsel, and Secretary, CF Industries

Panelist: Janet Lee, Vice President, General Counsel & Secretary, Ansys, Inc.

Panelist: Rob McGillen, Director, CBIZ

Panelist: David Wright, Managing Director, RKON

Corporate Culture

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.

Moderator: Rob Gallo, Communications & Change Management Specialist

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

Panelist: Zafar Hasan, Vice President, Global Head of Legal, Corporate, DXC Technology

Panelist: Preston Hopson, Senior Vice President, General Counsel, and Secretary, Tetra Tech, Inc.

Panelist: Ajay Kattel, Senior Counsel, Legal Department, Silicon Valley Bank

Spotlight Session: Talent Considerations in M&A

The need to acquire innovation capabilities and fill skill gaps is now on par with traditional M&A triggers such as industry or geographic expansion. In order to maximize M&A value, companies need to address the talent side of the equation as a deal progresses – not just in the aftermath. This session will examine different organization and talent approaches depending on the type of deal and how companies can use advanced technologies to facilitate faster, better organization design and ultimately derive more value from their deals.

Moderator: Steve Gelsi, Senior Reporter, The Deal

Panelist: Michael Benyamin, Managing Director, Talent & Organization/Human Potential, Accenture Strategy

Panelist: J. Neely, Managing Director, Mergers & Acquisitions Lead, Accenture Strategy

Sales Force Integration

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.

Moderator: Chris Nolter, Senior Writer, 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

Employment and Labor Law

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.

Moderator: Steve Gelsi, Senior Reporter, The Deal

Panelist: Dolores Linehan, Vice President, Senior Counsel, Employment, FactSet

Panelist: Ronald Prague, Chief Legal Officer, Synchronoss Technologies, Inc.

Panelist: Carl Sottosanti, Former Executive Vice President, General Counsel and Secretary, Penn National Gaming, Inc.

Learn More

For more information, including how to have your firm, dealmaker or deal profiled in the series, please contact Jenney.Smith@TheDeal.com.

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