European In-house Counsel Summit - IFLR.com

FREE for in-housecounselEuropean In-houseCounsel SummitA LEGAL UPDATE FOR CORPORATE AND BANKERS’ COUNSEL7 CPE/CLEpointsJanuary 24, 2013 • The Waldorf Hotel, LondonBenefits of attending:• Learn how changes to the Takeover Code will impact hostile takeovers• Listen to debate on bank documentation and execution standards• Debate the pros and cons of listing venues• Hear how to manage exchange risk and redenomination of contracts• Learn the benefits of Alternative Dispute Resolution mechanisms• How to cope with increased regulatory scrutiny• Important tips for drafting employment manuals• How to ensure your brand is protected, and moreLead sponsorSponsors:Supported byTo register, or for more information:Visit: www.iflr.com/IHsummit2013 Call: +44 (0) 207 779 8334Email: registrations@iflr.com

IFLR European In-houseCounsel SummitJanuary 24, 2013 • The Waldorf Hotel, LondonInternational Financial Law Review is launching the IFLREuropean In-house Counsel Summit in London onJanuary 24, 2013. The event will bring together in-housecounsel from top European corporates (public and private)and UK and European-based banks to discuss mattersrelating to financial law, including M&A, capital markets,liability management and competition.Eurozone concerns may not be as urgent as in 2011, butthe crisis is in no way over. European sovereign debt hangsover the continent like a dark cloud and the Liikanen Reportneeds to be digested by the banking community before itsimpact can be ascertained fully. In the meantime, investorswill remain cautious amid volatile conditions and capitalmarkets are unpredictable in the wake of Facebook andManchester United.As a result, companies and banks are implementing costcuttingmeasures and in-house legal departments aregrappling with shrinking staff numbers and increasingworkloads. It is difficult to navigate an increasingly globaland pervasive regulatory environment and pre-emptivemeasures are necessary to ensure that companies andbanks monitor and address the compliance risks they face.Who you will meet:· General counsel· Heads of legal· Corporate counsel· Company secretaries· Chief legal officers· Private practice lawyersTo register, or for more information:Visit: www.iflr.com/IHsummit2013Call: +44 (0) 20 7779 8334Email: registrations@iflr.comFor corporate counsel, it is essential to balance the shorttermshareholder-friendly agendas of boards with longerrisk management timelines.The IFLR European In-house Counsel Summit will tacklethese issues in a panel format. The programme has beendeveloped in conjunction with general counsel from topcorporates and banks and will deliver an update on a rangeof legal and commercial issues that in-house counsel faceon a daily basis.Sponsorship opportunities: We will create a bespoke solution that will position yourcompany as a thought leader and ensure you engage with your target audience. Thiswill help you to meet and influence the people who are going to grow your business.Please contact Melanie Petch on +44 207 779 8836 or MPetch@euromoneyplc.comto discuss.The hotel: The Waldorf Hotel, LondonAldwychLondon WC2B 4DDUnited KingdomTelephone: 020 7836 2400www.hilton.co.uk/waldorfSituated two miles from London's financial centre, andin the heart of London’s west end, The Waldorf Hiltonhotel has an executive lounge, a 24-hour businesscentre and seven meeting rooms for up to 400 withwireless internet access. All guest rooms have highspeedinternet access. Upgrade to a deluxe room orchoose an executive room for executive lounge access.

January 24, 20138.20 Registration and breakfast8.50 Chair’s introduction and opening remarksJim Scoville, partner, Debevoise & PlimptonTim Wakefield, managing director, IFLR9.00 M&A & private equity issues• Different approaches to M&A transactions: strategics vssponsors• Acquisition due diligence, as buyer or seller• Special considerations for carve-outs• Structuring sales through a dual-track process• Evolution of key terms: time for a eurozone Mac clause?Liability caps, thresholds, etc.• M&A deals in growth markets• Changes to the Takeover Code and the implications fordefending hostile takeoversRaman Bet-Mansour, partner, Debevoise & Plimpton (chair)Rushad Abadan, general counsel, corporate/M&A, Royal Bank ofScotlandIan FitzSimons, group general counsel, Pernod-RicardDavid Innes, partner, Debevoise & Plimpton10.00 Restructuring: techniques for managingyour liability• How the eurozone crisis is affecting liquidity• Managing counterparty risk and contractual obligations• Balancing your role as a manager and a lawyerMark Fennessy, partner, Proskauer Rose (chair)Joseph Ward, senior legal counsel, CIT Aerospace InternationalKim Stockdale, country sector lead lawyer, corporate & finance legalUK, SiemensEdmond Leedham, chief counsel – Europe, US Bank GlobalCorporate Trust Services13.00 Lunch and networkingSponsored by:14.00 Disputes: alternatives for the UK courts• The importance of considering dispute resolution termsearly• Choosing the best venue and ADR versus litigation• The benefits of Alternative Dispute Resolution mechanisms• Legal privilege and how to handle internal communicationsinside and outside the UK• The burden of proof: discovery and testimony in the UKcourts and elsewhere• Costs and timing of litigation: comparing between venuesPaul Olden, partner, NautaDutilh (chair)Henk Scheffer, company secretary, ArcelorMittalJonathan Nash QC, barrister, 3VB (Gray’s Inn)Gerard Meijer, partner, NautaDutilh14.50 Competition issues• Merger clearance post-crisis: dealing with protectionism• The creation of a single-tier system under the UK’s newCompetition and Markets Authority• How the CMA will impact companies: new tests and largerfinesAlasdair Balfour, partner, Fried Frank (chair)Mary Starks, senior director, Office of Fair Trading - Services,infrastructure and public markets groupSarah Harper, vice president, senior legal adviser, Visa EuropePaolo Palmigiano, head of competition law, group legal, LloydsBanking Group15.40 Coffee and networking10.50 Coffee and networking11.10 Capital markets: debt and equitydevelopments• Changes to bank documentation and execution standards• Listing venues: where to go and what to look for• SEC registered deals for European companies• Market abuse: how enforcement has changed post-Einhornaction• High yield deals and the risks of retail high yield issuance• Examining the key text of the European MarketInfrastructure RegulationsBernd Bohr, partner, Mayer Brown (chair)Philipp Mössner, partner, Bonn & SchmittCatherine Pierre, director, Citigroup Global MarketsCarlo Oly, vice president, head of issuers and securities department,Luxembourg Stock Exchange12.10 Corporate governance• How to cope with increased regulatory scrutiny• The dos and don’ts of corporate governance duties• Ensuring your anti-corruption compliance programmes areup-to-date and actively implemented• Minimising franchise risk• The implications of the first prosecutions under the UKBribery ActRichard May, partner, Fried Frank (chair)Claire Chapman, general counsel and company secretary, DMGTRobert Robinson, group general counsel, AmlinKerem Turunç, partner, Turunç16.00 Employment responsibilities• Dealing with the surge in employee whistleblowercomplaints• Downsizing and outsourcing challenges• How to manage employment issues effectively• Latest red flags when drafting employment manuals• Employment issues arising out of M&A deals• Resolving employment disputes with the latest methodsDanny Kaufer, partner, Heenan Blaikie (chair)Tish Clyde, global labor & employment counsel, GE HealthcareMonica Risam, general counsel, Aviva GroupMike Delikat, partner, OrrickPieter De Koster, partner, Allen & Overy16.50 Intellectual property: protecting yourbrand and profiting from it• Social media: privacy and trademark issues• Protecting copyright in the digital age• Patent Box legislation: incentivising monetisation of patentportfolio through a reduction of corporation tax• How to make sure your brand is protectedPeter Brownlow, partner, Bird & Bird (chair)Calum Smyth, global head of IP, commercial legal, Barclays17.40 Closing comments17.45 CocktailsSponsored by:To register, or for more information:Visit: www.iflr.com/IHsummit2013 Call: +44 (0) 207 779 8334Email: registrations@iflr.com

I would like to register for IFLR’sEuropean In-houseCounsel SummitJanuary 24, 2013 - The Waldorf Hotel, London1|Register (Please tick one box):Booking fee Advisors / Consultants / Corporate counsel /Private practitioners Bankers counsel / Professionalsfrom banks & fundsEarly booking rate £595 FREE(before November 30, 2012)Standard booking rate £795 FREE(after November 30, 2012)+ 20% VAT. Total Remittance2|Your details for registration (Please print):Name:Job title:Company:Address:To RegisterOnline:www.iflr.com/IHSummit2013Tel:++44 (0) 20 7779 8334Fax:+44 (0) 20 7779 8279Email:registrations@iflr.comMail:Marina FabriLegal Media GroupNestor HousePlayhouse YardLondon EC4V 5EX UKCountry:Tel:Fax:Email:Postcode:Please photocopy this form for additional delegates.I cannot attend but please add me to your mailing list for future events.3|Method of paymentPayment must be received before the conference date to guarantee your place.Please tick box to select payment method and sign agreement in boxBank transfer quoting reference number£ Account – 01043191; Sort code – 30-00-02IBAN no – GB 97 LOYD 300002 01043191Lloyds Bank TSB Plc, City Office, PO Box 72, Bailey Drive,Gillingham Business Park, Gillingham, Kent, ME8 0LS, UK$ Account – 11512129; Sort code – 30-12-18IBAN no – GB 29 LOYD 301218 11512129€ Account – 59008833; Sort code – 30-12-18IBAN no – GB 25 LOYD 301218 59008833SWIFT address: LOYD GB2 LCTYPlease 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/IHSummit2013 or call: +44 (0) 20 7779 8334Please note that in completing this booking form you undertake to adhere to thecancellation and payment terms listed below.Signature:Position:Date:ADMINISTRATIVE INFORMATION:CANCELLATION POLICY: If you cannotattend you must cancel your registration inwriting by 21 December 2012 to receive arefund less a 10% administration charge.Cancellations received after 21 December2012, or no shows, are liable for the fullconference fee. You may send a substituteto attend in your place at no extra charge,however we must know by 18 January2013 via email. We cannot accept verbalcancellations. If you make your bookingonline or via the telephone, you areautomatically adhering to our terms andconditions.REGISTRATION FEE: The registrationfee includes participation in the forum,documentation material, breakfast, coffeebreaks and lunch. All bookings arebinding on receipt of the booking form.The information you provide will besafeguarded by the Euromoney InstitutionalInvestor PLC group, whose subsidiaries mayuse it to keep you informed of relevantproducts and services. We occasionally allowreputable companies outside the EuromoneyInstitutional Investor group to contact you withdetails of products that may be of interest toyou. As an international group, we may transferyour data on a global basis for the purposesindicated above. If you object to contact bytelephone , fax or email please tick thebox. If you do not want us to share yourinformation with other reputable companiesplease tick this box .