8:45 Opening Remarks From The Co-Chair

Andrew M. Ross
Partner and Chair, Mergers and Acquisitions Practice Group
LOEB & LOEB

9:00 M&A Forecast 2010: Which Countries And Sectors Offer The Greatest Opportunities?

As the fallout from the great recession settles, which industries are poised for shake-ups, and which sectors in what countries will present the greatest M&A opportunities in the next year? This panel will give you the prognosis on national and international M&A activity for the coming year. You will learn:

• The countries and regions likely to see significant M&A activity
• Sectors offering the greatest acquisition opportunities in 2010
• How—and why—the tech industry is ready for takeover this year
• The ins and outs of M&A in the health care sector—who’s ripe for takeover and why
• The deals that will dominate the year
• Why defense and consumer products will be hot industries
• The industries that will scare away dealmakers
• Outlook for large scale industry consolidation
• Where weaker companies will likely be forced to merge

10:45 Innovative Alternative Financing Options For M&As In 2010

Experts contend that credit markets have been tighter in the last 12 months than at any time since the last great depression, but all indications are that markets may be starting to open up. This panel will examine the current state of bank and non-bank credit markets, alternative options for financing M&A transactions, deal terms and fees and how buyers can protect themselves from the downside risks of deal non-completion. This fascinating forum features both national and international experts.

1:00 Dealmakers’ Power Panel

Legends of Wall Street and the business community will convene to chart the course of the future of transaction finance, private equity and legal deal making issues. With an uncertain economy that brings significant risks and targeted opportunities, these dealmakers will share their vision and strategy of the types of transactions that they are seeing in their business. This is an invaluable opportunity to hear from the best in a not-to-be-missed session.

2:30 Shareholder Activism In The Wake Of The Economic Crisis: Building Trust

Recent events have reduced the level of trust between companies and their many stakeholders. Investors, employees, customers, regulations, and the general public. are far more skeptical than before. A rise in shareholder activism and the adoption of “say on pay” provisions and proposed changes to corporate governance regulations will require greater shareholder collaboration in the future. And how will that affect governance? Find out from this expert panel, which will examine how changing stakeholder expectations will affect governance in 2010, including:

• Implementing “say on pay” resolutions effectively
• How executive compensation evolved and shareholder engagement began—and where it sits today
• The new power of the emerging shareholders—and how to build their trust
• Majority voting and the elimination of slate director elections
• The role of independent directors
• Directors’ liability: new threats
• How directors should respond to potential shareholder activism
• Increased transparency in financial and social responsibility reporting
• How to build the trust required for successful M&A

4:00 The Very Latest On The Acquisition Of A Troubled Business

Timing is everything, and bargain-hunting investors are indicating that now could be a good time to acquire troubled assets. Certainly, the mergers and acquisitions market is not crowded right now. U.S. deal volume in the third quarter was the slowest period by dollar value since the third quarter of 2004, according to The Wall Street Journal.

Meanwhile, there is no shortage of potential acquisition targets. With large declines in the global markets, stock prices are at below-average levels, based on a 10-year price-to-earnings average. And the number of troubled assets available for sale continues to rise. Opportunistic companies with healthy balance sheets and access to cheap sources of financing may be in a good position to execute on long-term growth strategies. Timing the market is a notoriously difficult task, however, especially in today's volatile environment. Corporate buyers face additional complexities when trying to identify the right moment to purchase a distressed asset.

4:50 Danger Alert: M&A Surge Means Greater Cutting-Edge Due Diligence—from Cultural Integration To FCPA Exposure

With the economic uncertainty and the need of some acquirers to do deals beyond their recent purview will make it more important than ever to make corporate development best practices more important than ever. Due diligence has never become more important. And one of the greatest dangers that can expose companies and directors to great corporate and personal liability—is the FCPA. In this session, you will hear due diligence and FCPA experts discuss what measures successful organizations are using to be certain that they are maximizing the success of the deals they will be making. You will learn:

Proper due diligence—and lessons to be learned

• The important steps that need to be take during target selection
• The newest due diligence measures—and the specific areas that require a special focus
• The due diligence required for culture, key talent and HR delivery systems—factors that have been historically downplayed
• What is absolutely necessary in the integration process—and how do you discover it
• Methods to ensure that the post-acquisition workforce is optimized
• The experience of a highly successful acquirer in completing over 36 successful acquisitions

How to Avoid FCPA Liability with Due Diligence

• The ever-increasing liability and damages for FCPA violations— both personal and corporate
• The FCPA dangers lurking for any company contemplating a merger
• Lessons learned from the costly Siemens case—and others
• Taking the right steps to avoid FCPA liability
• Using the right due diligence to detect FCPA violations
• How corporate executives can avoid personal liability—which is increasing dramatically

5:50 Conference Adjourns