in -h FRE ou E se fo co r un se l European In-house Counsel Summit 7 CPD /CLE points A legal update for corporate and bankers’ counsel January 22, 2015 • Grange Tower Bridge Hotel, London Benefits of attending: Listen to advice on takeover changes: post offer intention statements vs post-offer undertakings How to prepare your documentation to protect yourself in advance of disputes Debate the impact of ICMA’s changes to collective action clauses Discover important developments in the returning private equity sector How to stay on top of anti-corruption and anti-bribery legislation across the world Join interactive breakout sessions on whistleblowing, data protection and making legal a business Lead sponsor Sponsored by To register, or for more information: Visit: www.iflr.com/IHSummit2015 Call: +44 (0) 207 779 8334 Email: [email protected] European In-house Counsel Summit January 22, 2015 • Grange Tower Bridge Hotel, London INTRODUCTION International Financial Law Review is returning for the third IFLR European In-house Counsel Summit in London on January 22, 2015. In its first two years, an average of over 220 in-house counsel from top European corporates (public and private) and UK and European-based banks met to discuss matters relating to financial law, including M&A, capital markets, liability management and competition. The 2015 event is set to be even bigger and will incorporate breakout sessions for workshops for the first time. European markets are improving and companies are more confident in following their policies of organic growth or big ticket acquisitions. Indeed, for the latter, cash is still the preferable method. But for those requiring corporate finance, there is a raft of options available. From cov-lite to high yield and cov-loose to securitisation. Offshore jurisdictions are also having a larger role to play in the structuring of deals. However, shrinking budgets for the management of legal departments remains. Whistleblowing is on the up, compliance costs are rocketing and data protection is a growing cost centre. The pressure is on for in-house departments to show their value. Especially when companies are entering financial markets. The IFLR European In-house Counsel Summit will tackle these issues in a panel format. The programme has been developed in conjunction with general counsel from top corporates and banks and will deliver an update on a range of legal and commercial issues that in-house counsel face on a daily basis. Reserve your place today. Who you will meet: · · · · · · General counsel Heads of legal Corporate counsel Company secretaries Chief legal officers Private practice lawyers To register, or for more information: Visit: www.iflr.com/IHSummit2015 • Call: +44 (0) 207 779 8334 Email: [email protected] European In-house Counsel Summit January 22, 2015 • Grange Tower Bridge Hotel, London 8.15 8.50 Registration and breakfast Chair’s opening remarks Tim Wakefield, managing director, IFLR 9.00 12.50 Lunch and networking 13.50 BREAKOUT SESSIONS The following sessions are designed for smaller groups. They will run concurrently three times in a row so that delegates can go to all the sessions. Debt and equity capital markets • ECM: pre-deal research and the potential minefield of ‘early looks’ • How documentation has changed in the last 12 months • Listing venue options and execution standards trends • High yield versus cov-lite and cov-loose lending for alternative corporate financing • Private placements • Protecting your company from market abuse • How the PCS label has increased confidence in securitisations • Keeping track of regulatory developments A: Whistleblowing • Effective management of claims, including those involving senior management • The importance of considering behavioural economics regarding whistleblowing • Implementing a conduct-based compliance system Valeria Morosini, partner, Toffoletto De Luc Tamajo e Soci Tish Clyde, SVP global industrial relations & employment counsel, DHL Deutsche Post B: Data protection • The immediate impact of the European General Data Protection Regulation • How the Regulation will harmonise activity with regulators across the continent • Will the ‘one-stop-shop’ approach work efficiently? • How to protect your business from the ‘right to be forgotten’ Richard Price, partner, Shearman & Sterling (chair) Alison Higgins, vice president legal, Barclays Adam Pickard, executive director, ECM, Morgan Stanley Oliver Whiddett, assistant treasuer, Anglo American David Dixter, partner, Shearman & Sterling 10.00 Corporate governance priorities • Managing a global portfolio of anti-corruption and antibribery legislation • Lessons from the Serious Fraud Office’s last year of activity: GSK, Alstom etc • Minimising franchise risk and protecting your company with rigorous internal policies • Will there be a shift toward an offence of ‘failing to prevent economic fraud’? Jonathan Kelly, partner, Cleary Gottlieb Steen & Hamilton (chair) Claire Chapman, general counsel & company secretary, DMGT Robert Robinson, group general counsel, Amlin Jonathan Kolodner, partner, Cleary Gottlieb Steen & Hamilton 10.50 Coffee and networking 11.10 Mergers and acquisitions developments • Narrowing the valuation gap and limiting the impact of a ‘risk discount’ • Due diligence trends • Cash is still king, but where should you turn for alternative funding? • Managing reputational risk during an acquisition • Tracking key terms and clauses (including joint ventures) • Takeover changes: post-offer intention statements and postoffer undertakings • The benefits of a dual-track process • Developing the legal department’s voice in the organic growth versus acquisition debate Harry Small, partner, Baker & McKenzie Bridget Kerle, general counsel, Shazam C: Running legal as a business • Techniques for implementing continental or global changes • Areas where process can be improved to gain a competitive advantage • Increasing the visibility of legal within your company • Cost-cutting measures David Holme, CEO, Exigent Group Nicola Stott, global managing director, Exigent Group 15.20 Coffee and networking 15.40 Disputes resolution techniques • When to litigate and when to opt for Alternative Dispute Resolution • How to save money by deciding on terms and very as early as possible • Ensuring legal privilege and internal communications are effectively managed • How to be aware of where the burden of proof sits across all of the countries you operate in • The role of in-house counsel in international arbitration Stavros Pavlou, senior and managing partner, Patrikios Pavlou & Associates 16.30 Maurizio Delfino, partner, Willkie Farr & Gallagher (chair) Priha Pohjanpalo, deputy general counsel, Metso Corporation Raman Bet-Mansour, partner, Debevoise & Plimpton Richard Clegg, partner, Wolf Theiss Juha Koponen, partner, Attorneys at Law Borenius 12.10 • How the CMA differs from the OFT and what it means for your business • Are there new tests and different enforcement measures? • Merger clearance techniques • Compliance on a national, regional and global level • Lessons from recent competition litigation Being prepared for increased private equity activity • Where are the new battlegrounds in discussions with private equity? • Preparing your defence/timeline for an unsolicited acquisition attempt • Negotiating higher amounts of financing up front • How to purchase from an exiting private equity investment • The impact of returning sovereign wealth funds to the market Søren Fogh, partner, Gorrissen Federspiel Competition: Strategies for dealing with new regulators Matthew Readings, partner, Shearman & Sterling (chair) Paolo Palmigiano, general counsel and chief compliance officer, EMEA, Sumitomo George Milton, senior associate, Shearman & Sterling 17.20 Chair’s closing remarks I would like to register for IFLR’s European In-house Counsel Summit January 22, 2015 • Grange Tower Bridge Hotel, London To Register Online: www.iflr.com/IHSummit2015 1|Register (Please tick one box): Booking fee Advisors / Consultants / Private practitioners In-house counsel / Super early bird rate (until Friday, November 7) £695 FREE Early booking rate (until Friday, December 5) £795 FREE Standard rate (after Friday, December 5) £895 FREE Tel: ++44 (0) 20 7779 8334 Fax: +44 (0) 20 7779 8279 Email: [email protected] Total Remittance 2|Your details for registration (Please print): Name: Job title: Company: Mail: Legal Media Group Euromoney 8 Bouverie Street London EC4Y 8AX, UK Address: ADMINISTRATIVE INFORMATION: Postcode: Country: Tel: Fax: Email: Please photocopy this form for additional delegates. I cannot attend but please add me to your mailing list for future events. 3|Method of payment Payment must be received before the conference date to guarantee your place. Please tick box to select payment method and sign agreement in box Bank transfer quoting reference number £ Account – 01043191; Sort code – 30-00-02 IBAN no – GB 97 LOYD 300002 01043191 Lloyds Bank TSB Plc, City Office, PO Box 72, Bailey Drive, Gillingham Business Park, Gillingham, Kent, ME8 0LS, UK € Account – 59008833; Sort code – 30-12-18 IBAN no – GB 25 LOYD 301218 59008833 SWIFT address: LOYD GB2 LCTY Please find cheque enclosed (please make payable to Euromoney Institutional Investor PLC) To make a payment by credit card, please register and pay online at: www.iflr.com/IHSummit2015 or call: +44 (0) 20 7779 8334 Please note that in completing this booking form you undertake to adhere to the cancellation and payment terms listed below. Position: REGISTRATION FEE: The registration fee includes participation in the forum, documentation material, breakfast, coffee breaks and lunch. All delegates are responsible for their own accommodation and travel. PAYMENT: All registration fees (where applicable) must be received in full prior to the event date. $ Account – 11512129; Sort code – 30-12-18 IBAN no – GB 29 LOYD 301218 11512129 Signature: CANCELLATION POLICY: If you cannot attend you must cancel your registration in writing by December 24 2014 to receive a refund less a 10% administration charge. Cancellations received after December 24 2014, or no shows, are liable for the full conference fee (where applicable). You may send a substitute to attend in your place at no extra charge, however we must know by December 24 2014 via email. We cannot accept verbal cancellations. If you make your booking online, by email or via the telephone, you are automatically adhering to our terms and conditions. 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