2013 Roundtable on Mergers & Acquisitions

May 21–22, 2013

The Harvard Law School Program on Corporate Governance convened its Mergers & Acquisitions Roundtable Wednesday, May 22. The M&A Roundtable brought leading experts in the M&A field from the judiciary, legal practice, the academy, investment banking, proxy advising and soliciting, and the investor community. The topics of discussion and participants in the event are set out below.

The morning session of the M&A Roundtable focused on issues concerning acquisitions, both friendly and hostile. Among the issues discussed were management buyouts and private equity buyouts; deal-protection terms and go-shop provisions; the proliferation of M&A litigation; forum shopping and forum selection and arbitration clauses; reform of Section 13(d); and poison pills and other takeover defenses.

The afternoon session of the M&A Roundtable focused on hedge fund activism and shareholder activism more generally. Among the issues discussed were compensation for dissident directors, proxy advisors, universal ballots, and the short-term and long-term effects of shareholder activism.

The Program on Corporate Governance wishes to express its appreciation to its supporting organizations: Cleary Gottlieb; Corporation Service Company; Cornerstone Research; Davis Polk; Gibson, Dunn & Crutcher; Latham & Watkins; Mayer Brown; Shearman & Sterling; Simpson Thacher; and Skadden.

The Program on Corporate Governance also wishes to acknowledge the sponsors of the Harvard M&A Roundtable: Analysis Group, Deloitte, Houlihan Lokey, Innisfree M&A Inc. and MacKenzie Partners, Inc.

The event is co-presented by the Harvard Law School Program on Institutional Investors, which wishes to acknowledge the support of its institutional investor members.

Agenda

May 21, 2013

Harvard Faculty Club, 20 Quincy Street

6:45–7:30 pm	Reception
7:30 pm	Dinner

May 22, 2013

Wasserstein Hall, 1585 Massachusetts Avenue

8:15–9:00 am	Registration and continental breakfast
Agenda for morning sessions: Acquisitions, Friendly and Hostile The morning sessions will focus on issues concerning acquisitions, both friendly and hostile, that are of interest to roundtable participants. Topics to be discussed during these sessions may include management buyouts and private equity buyouts; the proliferation of M&A litigation; developments in merger agreements and deal-protection terms; and takeover defenses. To the extent that the interest of roundtable participants warrants, discussion of some of these issues may be completed in the first afternoon session.
9:00–10:25 am	First morning session
10:25–10:45 am	Coffee Break
10:45–12:10 pm	Second morning session
12:10–1:20 pm	Buffet lunch
Agenda for Afternoon Sessions: Hedge Fund and Shareholder Activism The afternoon sessions will focus on issues of interest to roundtable participants concerning hedge fund activism and shareholder activism more generally. Topics to be discussed in these sessions may include compensation for dissident directors; reform of Section 13(d); proxy access and universal ballot; the long-term effects of activism; and dual-class share structures.
1:20–2:45 pm	First afternoon session
2:45–3:05 pm	Coffee Break
3:05–4:30 pm	Final session
4:30–5:00 pm	Closing Reception