Bloomberg Law/ABA Business Law Section CLE Program

Patricia O. Vella, Morris Nichols Delaware Corporate Law Counseling Group partner, will serve as a panelist for The Board's Role in Retaining, Managing and Relying on Financial Advisors in M&A Transactions presented by Bloomberg Law and the ABA Business Law Section Mergers and Acquisitions Committee Financial Advisor Task Force on Wednesday, May 22, 2013, 8:30 -10:30 a.m., at Bloomberg LP in New York City.

The program is designed to assist board members, counsel to boards and companies, and financial advisors and their counsel in understanding the current issues facing, and practices undertaken by, boards in fulfilling their fiduciary duties when dealing with financial advisors in M&A transactions.

Key areas of discussion will include:

• Selecting a Financial Advisor: What role should a board play in interviewing and selecting a financial advisor?
• Gathering Information Regarding Potential Conflicts of Financial Advisors:  What information regarding potential conflicts should a board request from a prospective financial advisor prior to engagement? How detailed should such information be and how should it be memorialized?
• Evaluating Potential Conflicts:  How should a board evaluate whether potential conflicts undermine a prospective financial advisor's ability to render independent advice?
• Engagement Letters:  What representations, covenants, or other provisions should a board expect to be contained (or insist on being contained) in a financial advisor's engagement letter?
• Monitoring and Mitigating Potential Conflicts:  What steps should a board take during the pendency of a transaction to monitor and mitigate potential conflicts of a financial advisor?
• Additional Financial Advisors:  Does engaging an additional financial advisor help in mitigating potential conflicts of the first financial advisor? If so, how should the board structure the relationship between, and fees of, the two financial advisors?
• Getting the Best Analysis and Advice from Financial Advisors: What steps should a board take to ensure that it is getting the best analysis and advice from financial advisors and adequately understanding the analysis and advice it is receiving?

Joining Patricia as faculty panelists are Marjorie L. Bowen, Independent Director, Dune Energy, Inc., Albert H. Garner, Vice-Chair, U.S. Investment Banking, Lazard, Trevor S. Norwitz, Partner, Wachtell, Lipton, Rosen & Katz, Daniel Schleifman, Managing Director, Credit Suisse Securities (USA) LLC, Stephen M. Kotran, Partner, Sullivan & Cromwell, and Yvette Austin Smith, Managing Director, Valuation & Financial Opinions, Stout Risius & Ross.