2017 Western M&A/Private Equity Forum
The preeminent conference devoted to addressing the most pertinent and timely topics and issues impacting M&A and Private Equity professionals today
Our 8th Annual Forum will closely examine deal activity in one of the nation’s hottest regions. Hear from law firm leaders, general counsel and the top executives in the financial industry.
Attendees walk away with proven, best practices and solutions on such topics as: Avoiding and Managing M&A Disputes; Private Equity Acquisitions; the impact of Activist Shareholders; Public/Public Deal Developments and a Current Outlook in Tech M&A and more.
About our Chairs
David W. Healy
Partner, Fenwick & West LLP
Mr. Healy is Co-Chair of the Mergers & Acquisitions Group of the law firm of Fenwick & West. In addition to advising technology companies in mergers and acquisitions, joint ventures, strategic partnering transactions and spin-offs, Mr. Healy’s practice also includes startup and public company issues, venture capital financings, public offerings and licensing matters. From December 2011 to April 2012, Mr. Healy served as Interim General Counsel of Hewlett-Packard Company.
Mr. Healy has represented a wide range of public high-technology companies, including HP, Cadence, Synaptics, Spansion, Silver Spring Networks, McKesson, Dell, VERITAS, Opsware and Sun Microsystems. His clients have also included startups backed by numerous prominent VC firms, including Andreessen Horowitz, Kleiner Perkins, Sequoia, Benchmark and NEA. Mr. Healy has negotiated sales of his clients to major companies, such as HP, Oracle, Intel, Cadence, ATI, EMC and Maxtor. He has also represented a number of VC firms, including Andreessen Horowitz, Norwest Venture Partners, Kleiner Perkins and TA Associates.
Jeffrey C. Selman
Partner, Crowell & Moring LLP
Jeffrey Selman is a corporate partner in Crowell & Moring’s San Francisco office with extensive experience facilitating transformative growth of small to mid-cap public and private technology companies through corporate finance and securities work, middle-market M&A and other strategic transactions. He has assisted public companies raise capital through public offerings and PIPE transactions. Jeff has been recognized as a top lawyer in Northern California in Chambers USA in 2016 and 2017 for Corporate/Mergers & Acquisitions
Gregory E. Wolski, CPA
Partner, Ernst & Young LLP
Greg is a partner and Certified Public Accountant in Ernst & Young’s Fraud Investigation & Dispute Services (FIDS) practice with over 37 years’ experience in due diligence, litigation, accounting and auditing and other advisory services. Greg is the firm’s global practice leader for the Transaction Forensics practice (including purchase price disputes, Foreign Corrupt Practices Act and anti-bribery/anti-corruption due diligence, private equity anti-corruption compliance, transaction fraud and forensic due diligence).
Greg has been a frequent speaker on mergers and acquisitions topics and has authored numerous articles on mitigating M&A disputes, forensic due diligence and FCPA and anti-corruption due diligence. Greg received a BS in Accounting from the University of Illinois at Chicago in 1980. Greg is a Chartered Global Management Accountant and is also Certified in Financial Forensics.
About our Speakers
Craig W. Adas
Managing Partner Silicon Valley office, Weil Gotshal & Manges LLP
Craig Adas is the Managing Partner of Weil, Gotshal & Manges, Silicon Valley office. He has an extensive mergers & acquisitions practice representing corporates, private equity sponsors and investment banks on a wide range of M&A transactions. He regularly advises boards of directors on governance, fiduciary duty, corporate opportunity and other strategic matters. Mr. Adas has been recognized as a leading lawyer in both mergers & acquisitions and private equity by Chambers USA and by Legal 500 in the field of mergers & acquisitions.
Partner, Blake, Cassels & Graydon LLP
John-Paul (JP) has a practice focused on mergers and acquisitions, private equity transactions, infrastructure and projects work, and general corporate law. JP acts for a broad range of clients, ranging from startups and venture-financed businesses to large, publicly traded corporations. He is Co-Leader of the Firm’s Private Equity Group, which has been recognized as one of Canada’s leading private equity practices by, among others, Chambers Canada and Lexpert
William (Bill) Choe
Partner, Global Head of Tech M&A, White & Case LLP
Bill Choe serves as Co-Head of the Global Technology Industry Group and is the Global Head of Tech M&A at White & Case LLP. As a partner based in the Firm’s Silicon Valley office, he has deep expertise in domestic and cross-border mergers and acquisitions, having led significant buy and sell-side representations of public and private technology companies with deal sizes ranging from a few million to billions of dollars.
Partner, Wilson Sonsini Goodrich & Rosati
Todd Cleary is a partner at Wilson Sonsini Goodrich & Rosati. Todd’s practice primarily focuses on buyout and investment transactions, including mergers and acquisitions; leveraged buyouts; spin-offs and carve-outs; restructurings and recapitalizations; and growth and later-stage financings. He has represented many prominent enterprises in technology and other markets and is a leading partner in the firm’s private equity practice. Todd also serves as counsel to leading investment banks in connection with M&A advisory engagements. In addition, he serves as lead counsel for general corporate and securities matters for a select group of public and private companies.
Jorge A. del Calvo
Partner, Pillsbury Winthrop Shaw
Jorge del Calvo continues to be one of Silicon Valley’s preeminent M&A lawyers. During his career, he has handled over one hundred mergers & acquisitions transactions, including the representation of Atheros in its $3.1Bln sale to QUALCOMM, WebEx Communications in its $3.2Bln sale to Cisco Systems, Nicira in its $1.26Bln acquisition by VMware, InvenSense in its $1.26Bln sale to TDK Corporation and Applied Micro Circuits Corporation in its $800Mil sale to MACOM. He also has extensive experience in counseling public companies and their boards with respect to hostile takeovers, proxy contests, special investigations and corporate governance issues. He is routinely honored as a top lawyer by publications such as the Daily Journal, Chambers, Best Lawyers in America amongst others.
Michael S. Dorf
Partner, Shearman & Sterling LLP
Michael Dorf is a partner in the firm’s M&A Group based in the firm’s San Francisco and Menlo Park offices. Michael has extensive experience in U.S. domestic and cross-border transactions, carve-outs, venture capital financings, strategic investments and joint ventures. He has represented public and private companies, private equity funds and venture capital investors in TMT, healthcare, renewable energy and other industries. Michael also represents portfolio companies of private equity clients, handling day-to-day legal activities, add-on acquisitions, and general corporate work.
General Counsel, TPG Capital
Adam Fliss is the General Counsel of TPG Capital, the global private equity platform of alternative asset firm, TPG . Prior to joining TPG in 2012, Adam was an Associate at Ropes & Gray. Adam received his BA from Tulane University and JD, Summa Cum Laude, from Suffolk University Law School. He serves on the Board of the charity organization Project Healing Waters Fly Fishing.
Executive Director, Morgan Stanley
Taylor Henricks is an Executive Director at Morgan Stanley and is a senior member of Morgan Stanley’s Technology M&A practice. Throughout his 12 years of technology investment banking experience, Taylor has advised companies across a range of technology subsectors.
Taylor’s recent public company transactions include: Ingram Micro’s $6Bn sale to HNA, Qlik Technologies’ $3Bn sale to Thoma Bravo, Polycom’s $2Bn sale to Siris Capital, Pandora’s $480MM strategic investment from SiriusXM, Jive Software’s $460MM sale to ESW, and Guidance Software’s $240MM sale to OpenText. Other M&A transactions include Ariba’s sale to SAP, Cisco’s acquisition of Meraki, Digital River’s sale to Siris Capital, Freescale’s sale to NXP, and GT Nexus’ sale to Infor.
Taylor holds a BSE in Operations Research and Financial Engineering from Princeton University and an MBA from the Tuck School of Business at Dartmouth.
Partner, King & Spalding
Matt Jacobson is a partner at King & Spalding and serves as Deputy Practice Group Leader for the firm’s Corporate practice. In that context, Matt advises a range of clients in a range of general M&A and private equity transactions and advises public companies in connection with governance and activism issues.
Dr. Avi Katz
Founding Member, GigNext LLC
Dr. Katz is an avid serial entrepreneur, as well as an active high-tech angel investor and BOD member, including his latest investment in April 2017 in NextGen Pharmaceutical Development (NGPD) LLC, where he is the executive chairman of the board of managers. In April 2017 he executed the sale of his latest founded company GigPeak, Inc. (NYSE: GIG) to IDT (NASDAQ: IDTI) for $250 million, and immediately formed GigNext LLC, where he is the founding managing member of the company. Since he bootstrapped GigOptix LLC, the predecessor company to GigOptix Inc. and GigPeak Inc., in April 2007, and through its recent acquisition, he served as the chairman of the board of directors, chief executive officer, and president of the company and all of its subsidiaries and daughter-companies, including its overseas operations in Brazil, Canada, China, Korea, Germany, Israel, Japan, and Switzerland. He built and steered the growth of the company through 9 acquisitions of privately held and public companies, as well as inception of international JVs. Dr. Katz led the company through the public listing on the OTC Exchange in December 2008, listing GigOptix, Inc. on the NYSE in April 2012, and GigPeak, Inc. on the NYSE in June 2016. Earlier in his career, Dr. Katz was the managing partner of APU-Global LLC, which he founded in 2005, the chief executive officer, president and a board member of Intransa, Inc., from 2004 to 2006, and the chief executive officer, president and a board member of Equator Technologies, Inc., from 2001 to 2004, which was sold to Pixelworks (NASDAQ: PXLW) for $145 million. Before 2001 he held various sales and marketing, business development, technology, and global operational corporate senior executive positions with ASTeX Inc. (NASDAQ: ASTX), which was sold in 2001 to MKS-Instruments (NASDAQ: MKSI) for $300 million, and WJ Inc. (NASDAQ: WJIT), following his tenure as a member of the technical staff with AT&T Bell Labs, Murray Hill, NJ, between 1988 and 1995. Dr. Katz holds more than 70 U.S. and international patents, has published more than 300 technical papers, and is the editor of a number of technical books. Dr. Katz received his Ph.D. in Materials Engineering in 1988 and a B.S. in Engineering in 1986 from the Technion-IIT, Israel, and is a graduate of the Israeli Naval Academy and the US Navy ASW School.
Alex S. Kaufman
Partner, Morrison & Foerster LLP
Alex S. Kaufman is a partner in Morrison & Foerster’s Private Equity Buyouts & Investment Group. He advises private equity funds and their portfolio companies on a broad range of corporate transactions, including leveraged buyouts, growth equity investments, recapitalizations and divestitures. He has significant experience advising investors and issuers in a range of industries, with an emphasis on M&A in the software and technology sectors.
Board Member, California State Board of Equalization
Board Member Fiona Ma, CPA represents 23 counties and nearly ten million Californians in her Board of Equalization District. Ms. Ma was previously elected to represent the 12th Assembly District from December 2006 to November 2012 and served as the first Asian-American woman Assembly Speaker pro Tempore in California history.
Ms. Ma is working hard to promote a culture of fairness, efficiency and respect for California’s taxpayers and businesses. She is aggressively combatting the underground economy which deprives California of approximately $8.5 billion in tax revenue. In her first year as a Board Member, Ms. Ma launched an outreach effort through her district offices that significantly decreased the number of cannabis dispensaries operating without proper permits or collecting taxes. She has participated in efforts to crack down illegal sales of cigarettes, and has been a leading advocate in ensuring that e-Cigarettes are taxed and regulated like traditional tobacco products.
Throughout her service as an elected official, she has been an outspoken advocate for California’s women. In her time in the Assembly and Board of Supervisors, she championed a number of proposals to crack down on human trafficking, reform unjust sentencing laws that kept domestic abuse survivors from presenting expert testimony in criminal trials, and to provide support and resources for victims of domestic violence.
Ms. Ma has been committed to public service ever since she was a small business owner and was elected to serve as President of the Asian Businesses Association in San Francisco, where she quickly emerged as a leading voice for San Francisco’s small business community. She was an elected delegate to the White House Conference on Small Business under President Bill Clinton, which produced a report to Congress on the 60 top policy recommendations to help small businesses grow and prosper in the 21st century. She was later appointed to the Assessment Appeals Board, and joined the staff of former Senator John Burton as a constituent advocate.
Ms. Ma received her B.S. in Accounting from the Rochester Institute of Technology (NY), her M.S. in Taxation from Golden Gate University (SF), and an MBA from Pepperdine University. She has been licensed in California as a Certified Public Accountant since 1992.
She is a card carrying member of SAG-AFTRA, the labor union representing theater, television, radio and film actors, having appeared in a number of productions filmed in San Francisco, and she was appointed to serve on the California Film Commission in 2016. Additionally, Ms. Ma serves as Treasurer of California Women Lead, the only statewide, nonpartisan women’s organization that is committed to providing women the training and support they need to be successful in the political arena.
President, CamberView Partners, LLC
Peter Michelsen is the President of CamberView Partners and also serves as the co-head of the firm’s Contested Situations practice which encompasses long and short activism defense as well as contested and complex M&A.
Before joining CamberView, Mr. Michelsen was a Managing Director in the investment banking division of Goldman, Sachs & Co., where he was a member of the Mergers & Acquisitions group and a core member of the shareholder activism defense group. In that role, Mr. Michelsen advised companies on complex M&A transactions and strategic advisory assignments, including shareholder activism, proxy fights and consent solicitations, hostile takeovers and general corporate governance matters.
Mr. Michelsen began his career at Merrill Lynch & Co., where he executed M&A transactions across a broad range of industries.
He holds a J.D. from Harvard Law School and a bachelor’s degree from Claremont McKenna College.
Managing Director, Technology Investment Banking, Goldman Sachs & Co.
Colin is a Partner in the firm’s San Francisco office where he focuses on providing M&A and strategic advice to technology and media companies. Over the course of his career, Colin has served companies across the globe with significant transaction experience in the US, Europe and Asia. Recent transactions include advising Amazon on its acquisition of Whole Foods (pending), Qualcomm on its acquisition of NXP (pending), HP Inc. on its spin-off of Hewlett-Packard Enterprise and FEI on its sale to Thermo Fisher Scientific.
Colin has advised on over $150 billion of transactions for some of the most important companies in the technology and media industries including HP, Qualcomm, Amazon, Applied Materials, IBM, Palo Alto Networks, The Walt Disney Company, Expedia, AOL, Live Nation, Western Digital, Hitachi, 3Com, Palm and Webex,
Colin received a Bachelor of Civil Law from University College Dublin
Partner, Davis Polk & Wardwell LLP
Stephen Salmon is a partner in Davis Polk’s Corporate Department, practicing in the Menlo Park office. He has extensive experience in mergers and acquisitions transactions and a variety of capital markets offerings across many industries. His notable recent public company M&A representations include advising Ingram Micro on its pending $6 billion all-cash acquisition by Tianjin Tianhai and Dialog Semiconductor on its attempted acquisition of Atmel. Mr. Salmon was recently named to the Daily Journal’s 2016 “Top 40 Under 40” list.
Alessandra L. Simons
Partner, Goodwin Procter LLP
Aly Simons is a partner at Goodwin Procter LLP. Ms. Simons coaches boards and executives through successful M&A exits and helps companies grow their businesses and realize value through acquisition. She advises companies in all stages of growth. She also assists VC funds and family offices with respect to their investing activities. While focusing on the tech sector, she has experience in a wide range of industries, including media, healthcare and consumer packaged goods.
David R. Singh
Partner, Weil Gotshal & Manges LLP
David R. Singh is a partner at Weil, Gotshal & Manges. His practice covers all aspects of complex commercial litigation, including consumer class actions, trade secret misappropriation, employee mobility disputes, breach of contract, fraud, and a broad range of M&A disputes, including earnout, indemnification and working capital disputes. Mr. Singh was recently named a “Rising Star” for Class Actions by Law 360, a “Next Generation Lawyer” by Legal 500 and a “Rising Star” by the Minority Corporate Counsel Association. He was also named to the Daily Journal’s “40 Under 40” list in 2016 and to Benchmark Litigation’s “Under 40 Hot List” in 2017.
Matthew R. Stewart
Partner, King & Spalding
Matt Stewart is a partner at King & Spalding and a key leader in the firm’s M&A and Private Equity practices. He has advised on approximately 200 M&A and growth equity transactions, representing $30 billion in transaction value. He has been recognized as a Law360 Rising Star for Private Equity, a Northern California Rising Star in M&A by Super Lawyers, and recently named to The Daily Journal’s 40 Under 40 list of top California attorneys.
Senior Manager, Ernst & Young LLP
Chris Wall is a Senior Manager in the Forensic Investigations & Disputes practice of Ernst & Young LLP. He is a former practicing attorney with nearly two decades of experience advising in-house and outside counsel on safeguarding, identification, analysis, and review of structured and unstructured electronic data. He has extensive experience using technology in civil litigation, criminal matters, and Hart-Scott-Rodino (HSR) civil investigative demands and second requests in the US and similar investigations in Europe and Asia.
Managing Director, Head of Global Technology M&A, Morgan Stanley
Mike Wyatt is a Managing Director and Head of Global Technology M&A based in Menlo Park. Mike joined Morgan Stanley in 1994 and has been a strategic advisor to clients in the areas of technology, media, and telecommunications since joining the firm, focusing specifically on technology clients since moving to California in 1998.
Mike’s recent transactions include the $26.2bn acquisition of LinkedIn by Microsoft, $2.0bn sale of Polycom to Siris Capital, $1.8bn sale of Marketo to Vista, $1.5bn sale of Ruckus to Brocade, $4.0bn merger of Spansion and Cypress, $2.3bn sale of Conversant (formerly ValueClick) to Alliance Data Systems, the $1.0bn acquisition of Mandiant by FireEye, the $800m sale of Braintree to eBay, the $1.0bn sale of Eloqua to Oracle, the $2.5bn sale of Quest Software to Dell and the $4.5bn sale of Ariba to SAP. Previous transactions include the $7.7bn sale of McAfee to Intel, the $3.3bn sale of Hyperion to Oracle, the $6.6bn sale of aQuantive to Microsoft, and HP’s $3.3bn acquisition of 3com.
Mike received a BS from Stanford in Industrial Engineering, and an MBA from the Stanford Graduate School of Business, where he was an Arjay Miller scholar.
Omni San Francisco
500 California Street
San Francisco, CA 94104
Registration & Breakfast
8:00 am - 8:55 am
8:55 am - 9:00 am
Current Tech M&A Trends and Outlook
9:00 am - 10:00 am
This panel will address the factors that continue to drive the M&A market and the impact of recent trends on the outlook of M&A going forward. Panelists will also cover the current status and trends of technology mergers and acquisitions, the evolving equity and debt markets landscape, potential for tax reform/Brexit; U.S. political and economic uncertainties and recent convergence of parties’ valuation expectations (sometimes associated with reduced VC willingness to fund ongoing losses or continuing high bar to successful IPOs).
Other topics to be covered include:
- reason for increase in >$1B tech deals
- impact of strategic/sponsor cash stockpiles
- Sponsors outbidding strategics
- convergence of enterprise software industry
- security, e-commerce, mobile, internet
- cloud/hybrid IT; gaming
- cross-industry deals (Walmart/Jet; GM/Cruise Automation)
- cross-border deals (Tencent/Supercell)
- CFIUS/reverse termination Fee/SAFE issues for China deals
- Tech M&A dominating over IPO as exit
- Continuing divestiture trend
David W. Healy, Partner & Co-Chair, Mergers & Acquisitions Group, Fenwick & West LLP
Craig W. Adas, Managing Partner Silicon Valley Office, Weil Gotshal & Manges LLP
William Choe, Partner, Global Head of Tech M&A, White & Case LLP
Colin Ryan, Managing Director, Technology Investment Banking, Goldman Sachs & Co.
Mike Wyatt, Managing Director & Head of Global Technology Mergers & Acquisitions, Morgan Stanley
10:00 am - 10:15 am
Avoiding and Managing M&A disputes
10:15 am - 11:15 am
This panel will address common sources of M&A disputes and how to minimize and manage those disputes, with emphasis on:
- Related best practices, tactics and strategies
- Mediation vs. Arbitration vs. Litigation
- Choice may vary by issue
- Venue issues for cross-border deals
- Managing/settling M&A “strike suit” litigation
- Rep & Warranty and Cyber insurance
- Earnout disputes
- True up disputes
- Complex special indemnities for known issues:
- open source
- anticipated third party disputes
- risk-sharing strategies to reduce dispute risk
- Disputes arising from lack of term sheet detail
- Negotiating and drafting “war stories”
Gregory Wolski, Partner, Ernst & Young LLP
Michael S. Dorf, Partner, Shearman & Sterling LLP
Alessandra L. Simons, Partner, Goodwin Procter LLP
David R. Singh, Partner, Weil Gotshal & Manges LLP
11:15 am - 11:30
Public/Public Deal Developments
11:30 am - 12:30 pm
Public/public deal process and terms are driven and constrained by the target’s need to maximize price, the buyer’s need to avoid non-accretive deals, the target’s insistence on deal certainty, the increased risk of regulatory intervention and the near certainty of a M&A strike suit. In addition, public companies continue to look to spin-offs and divestitures to stay focused on core competencies. Topics to include:
- deal tactics, Issues and strategies
- managing Wall Street, Board and stockholders
- activist impact (push to dividend all cash instead of M&A?)
- negotiating NDAs/standstills/no-shops
- update on deal protections, reverse termination fees
- recent case law developments
- Trends in hostile and contested bids
Jorge A. del Calvo, Partner, Pillsbury Winthrop Shaw Pittman LLP
Taylor Henricks, Executive Director, Morgan Stanley
Stephen Salmon, Partner, Davis Polk & Wardwell LLP
Chris Wall, Senior Manager, Ernst & Young LLP
12:30 pm - 1:30 pm
The Impact of Today's Activist Stockholders
1:30 pm - 2:30 pm
Activist spotlight— why activists are key deal drivers now
Activist pressure on companies to change strategic direction
- Willingness of institutional investors to follow the lead of activists
- Board responses to activist campaigns
- Buy-side response when an activist intervenes in a pending transaction
- Dual-class stock as a mechanism for lessening the impact of activists
- The role of proxy-advisory firms and possible SEC direction
Jeffrey C. Selman, Partner, Crowell & Moring LLP
Matthew Jacobson, Partner, King & Spalding
Dr. Avi Katz, Founding Member, GigNext LLC
Peter Michelsen, President, CamberView Partners LLC
2:30 pm - 2:45 pm
Private Equity Acquisitions
2:45 pm - 3:45 pm
- Panelist Introductions [5-10 minutes]
- High-level agenda
- Private Equity Buyers vs. Strategic Buyers
- Auctions and preemptive bids
- High enterprise valuation / no indemnity / all-equity funding
- Relationship with corporate VC / commercial agreements
- ROFR / notice rights
- Distinctions between tech PE and other markets
- Multiple growth vs. fundamentals growth
- Fund-to-fund trades
- What happens if there is a “market correction”
- Relationship with strategic BS cash / PE “dry powder”
- Lock-Box vs. NWC Price Adjustment
- Rationale for traditional model
- What are we solving for
- When might lock-box make sense
- How might lock-box be implemented
- Trend predictions
Matthew R. Stewart, Partner, King & Spalding
John-Paul Bogden, Partner, Blake, Cassels & Graydon LLP
Todd Cleary, Partner, Wilson Sonsini Goodrich & Rosati
Adam Fliss, General Counsel, TPG Capital
Alex S. Kaufman, Partner, Morrison & Foerster LLP
Conversation with Fiona Ma, Chairwoman of the California State Board of Equalization
3:45 - 4:15
Keeping California innovative and businesses competitive in today’s economy and investing in California’s future
4:15 pm - 5:15 pm