Industry Perspectives: Financial Services, Technology, Pharma, etc.

Synopsis

This course takes an in-depth look at significant legal and business issues arising in mergers and acquisitions, as they pertain to several different industries including the financial services sector, technology, and pharmaceuticals.

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Outline

I. Mergers and Acquisitions: An Industry Perspective
        A. Introduction
        B. M&A Technology, Market and Dynamics
        C. Takeovers
        D. Retaining, Incentivizing, and Acquiring
        E. Big Pharma and Biotech Deals
        F. Dealing with Complex Situations
        G. Acquisitions in the Pharmaceutical Realm
        H. Very Few Bank Deals
        I. The Lack of Bank Merger Activity
        J. Dodd-Frank 
        K. Capital Plans 
        L. The Ten Billion Dollar Test
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The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.





Speakers / Authors:

Photo of Warren de Wied

Warren de Wied

Warren de Wied is widely recognized as a leading advisor to corporate boards and public companies in M&A transactions, shareholder activism, and corporate governance. In his more than 25 years in New York, Warren has advised global corporations, private equity firms, and investment banks on significant business combination transactions, as well as takeover defense strategies, contested bids, and activist shareholder campaigns. His corporate board practice has increasingly focused on shareholder activism in the technology sector, and he has advised companies in connection with activist campaigns by prominent activist funds, including Elliott Associates, Icahn Management, Pershing Square, Relational Investors, Starboard Value, Third Point, and ValueAct.

In 2009, Mr. de Wied joined the firm from Merrill Lynch & Co., where he was a managing director and head of Merrill's takeover defense and shareholder activist response practice. While at Merrill, he advised Biogen Idec in its proxy contests against Carl Icahn in 2008 and 2009, Sybase Corp. in connection with a threatened proxy contest by Sandell Management, Insituform Technologies in its successful defense against a proxy contest by Water Asset Management, TomoTherapy in connection with its proxy contest with Avalon Partners, Facet Biotech in connection with its proxy contest with Dr. Roderick Wong, RAMCO-Gershenson Properties Trust in connection with an unsolicited proposal by Equity One, Ventana Medical Systems in its defense against an unsolicited bid by Roche Holding, Mentor Graphics Corporation in its successful defense against an unsolicited bid by Cadence Design Systems, and Asyst Technologies in its successful defense against an unsolicited bid by Aquest and Gores Group.

Prior to his time at Merrill, Mr. de Wied was a partner at Fried, Frank, Harris, Shriver & Jacobson LLP, and co-head of the M&A practice. His transactional experience covered a wide range of industries and involved some of the most high-profile transactions of the past two decades.

Mr. de Wied received his J.D. from University of California, Berkeley, Order of the Coif, in 1987 and an M.A. and B.A from Trinity College, Cambridge University in 1987 and 1983 respectively.

Photo of Matthew Hurd

Matthew Hurd

Matthew G. Hurd advises companies and their directors on domestic and cross-border mergers, acquisitions and similar strategic transactions. For over two decades Mr. Hurd has been actively involved in the development of the Firm’s Healthcare and Life Sciences Group, of which he is Co-Head. He also has significant expertise with financial institutions and technology companies.In Pharmaceuticals, he regularly represents Amgen and Bayer on acquisition projects, and acts for various publicly traded and privately owned companies in particular strategic transactions and projects. In Medical Devices, Mr. Hurd has represented Philips Electronics in the largest acquisitions in its corporate history, which transformed Philips Healthcare into the second largest medical device company in the world.

Mr. Hurd has been associated with areas of the Firm’s Financial Services practice throughout his career. In 2010, he led the negotiations in four transactions involving The Royal Bank of Scotland’s divestiture of a large Latin American loan book and banks in Argentina, Chile and Colombia. During the 2008 financial crisis he acted for Mitsubishi UFJ in its equity investment in Morgan Stanley. He regularly represents Fiserv in acquisitions and divestitures, including its recent acquisitions of CashEdge and CheckFree.

Mr. Hurd was actively involved in developing the Firm’s Technology practice, and during the technology boom he co-founded the Firm’s Silicon Valley practice. Since his 2006 return to New York, he and another partner have mentored hundreds of beginning corporate lawyers as they undertake Sullivan & Cromwell’s rigorous associate development program. Mr. Hurd speaks regularly at professional gatherings concerning mergers and acquisitions. His charitable and cultural interests include service on the board of the Metropolitan Opera and the International Women’s Health Coalition.

Mr. Hurd received his J.D. from UC Berkeley School of Law in 1991, and his B.A. from the University of California, Los Angeles in 1988.

Photo of Lee Myerson

Lee Myerson

Lee A. Myerson is a partner in the law firm of Simpson Thatcher and specializes in mergers and acquisitions and in capital markets transactions for financial institutions. Mr. Myerson, who is Head of the Firm’s M&A Group, Head of the Financial Institutions Practice and a member of the Firm’s Executive Committee, has participated in many of the largest U.S. financial services mergers of the past decade, including representing JPMorgan Chase & Co. in its $58 billion merger with Bank One Corporation, Mellon Financial in its $16.8 billion merger with The Bank of New York and The Toronto-Dominion Bank in its acquisitions of Commerce Bancorp ($8.5 billion), Chrysler Financial ($6.3 billion) and Target’s credit card portfolio ($5.9 billion). He has also represented clients outside the financial services industry, including Petrohawk in its $15 billion sale to BHP Billiton.

Since the beginning of the financial crisis in 2008, he has represented a broad spectrum of banks, private investors and government agencies in many of the key transactions during this period. At the height of the crisis in October 2008, he represented the U.S. Treasury in connection with developing, structuring and documenting its $250 billion TARP program for purchasing equity in U.S. financial institutions, as well as Treasury’s targeted investments in Citigroup and Bank of America and the exchange of $49 billion of Citigroup preferred stock for common stock and trust preferred securities. Throughout this period he has also been actively involved in FDIC failed bank auctions, representing both bank bidders and consortiums of private equity and other investors.

Mr. Myerson's capital markets practice includes IPOs (including the recent IPOs of Capital Bank and Everbank) and a broad range of debt, equity and hybrid capital securities offerings for banks, thrifts, insurance companies and other financial services companies. He participated in many of the U.S. bank stock offerings of the past several years, including common and preferred stock offerings for a broad range of regional and money center banks ranging from Cullen/Frost, First Horizon, Texas Capital and TCF Financial to JPMorgan Chase. Earlier transactions included representing CIBC in the innovative monetization of its $369 million equity stake in Global Payments Inc. through a series of hedged collar transactions and underwritten share offering and representing the underwriters in Hudson City Bancorp’s $3.93 billion second-step conversion and common stock offering, which was at the time the largest public stock offering in the history of the U.S. banking industry.

Mr. Myerson has been ranked as one of the leading M&A and banking lawyers in the United States in a number of recent surveys, including The American Lawyer, which selected him as a “Dealmaker of the Year” for both 2008 (no. 4) and 2005, Chambers USA: America’s Leading Lawyers for Business 2013 (Financial Institutions M&A – Band 1; Financial Services Regulation – Band 2; Corporate/M&A – Band 3), Who’s Who Legal 2013(“Top 10” lawyer in Banking), The Legal 500 US 2013 (Leading lawyer in Financial Services: Regulatory and M&A: mega-deals), The Best Lawyers in America (Banking and Finance Law 2012), Practicing Law Company Yearbook 2009 (“Highly Recommended Individual”), and BTI’s 2008 Client Service All-Star Team for Corporate Transactions. On October 22, 2009, Financial Times awarded Lee and his team the 2009 Innovative Lawyers award for their work relating to the “U.S. Financial Crisis and Downturn 2009.” 

Mr. Myerson received his J.D. from New York University School of Law in 1981, where he was editor of the New York University Law Review, and his A.B., magna cum laude, in 1977 from Duke University.

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Price (USD)

Standard Rate: $99.00
Subscribers: FREE
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Details

Course Code : 776464

Release Date: 6/18/2014 12:00:00 AM
Length: 51min
Format Type: Video
Recorded Date: 9/27/2013

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