M&A Committee Report – Page 1 AIPLA Committee Report and Work Plan DATE: June 2, 2015 MEETING: AIPLA 2015 Annual Meeting COMMITTEE NAME: Mergers and Acquisitions Committee COMMITTEE LEADERSHIP: Carey C. Jordan – Chair, Chen Wang – Vice Chair 1. COMMITTEE’S OVERALL MISSION AS IT RELATES TO AIPLA’S VISION, MISSION, and VALUES The Mergers and Acquisitions (M&A) committee serves to provide our members with knowledge about this specialized transactional practice, keeping them informed in an ever-evolving legal environment. Through various subcommittees within our committee, our committee fosters professional and leadership development opportunities for our members. Through our efforts we seek to enrich the diversity of our profession in which we practice, while responding to their personal and professional needs 2. SUBCOMMITTEES Our new subcommittees offer opportunities for members to get involved in the AIPLA. Template Document Project – “Clause Bank” Subcommittee -- Chris Lewis (Ratner Prestia), Subcommittee Chair o This subcommittee needs volunteers to help to identify clauses to include in the clause bank to provide boilerplate examples for referral. Contact Chris Lewis (crlewis@ratnerprestia.com) if you are interested in helping with this project. o This subcommittee is also working with the Licensing Committee on a forms and template project. Stated Meeting Planning Committee – Randi Karpinia (Motorola Solutions) and Carol ThorstadForsyth, Subcommittee Chairs. o This subcommittee is in charge of planning programming for our committee meetings at the stated AIPLA meetings. o The program for the Annual Meeting will be “Beyond the 4 Corners: Understanding the Impact of Choosing NY, Delaware, Texas, or California in Contracts.” We hope to have other committees join us in offering this program. DM_US 61687170-1.T11466.0010 M&A Committee Report – Page 2 IP in Mergers & Acquisitions Advanced Programming Committee – Jacqueline Daspit (CR Bard) and Cecelia Vega (GE), Subcommittee Co-Chairs o Our advanced programming subcommittee has been hard at work brainstorming programming for webinars and potential roadshows. This subcommittee hopes to offer a webinar to the AIPLA community on the transferability of IP and whether certain types of IP can be split. This subcommittee is hoping to offer an M&A focused roadshow in 2016. o This subcommittee is also working on a survey to be sent to our committee to understand the needs of this committee with respect to substantive programming. Force Majeure Subcommittee – Jeff Wolfson (Haynes & Boone) and Lacy Kolo (Squire PB), Subcommittee Co-Chairs o This subcommittee organized a DC local event, and is working to set up social media connections for our committee members. In-Between Meetings Subcommittee –Subcommittee Chair Needed To Organize Brown Bag Lunch Committee Educational Conference Calls and Potential Content for Committee Newsletter or Microsite – Contact Carey Jordan (ccjordan@mwe.com) or Chen Wang (chen.wang@dupont.com) if you are interested. 3. COMMITTEE PROJECTS a. Plans for stated meetings – Stated Meeting Subcommittee i. 2015 Spring Meeting – Joint Meeting with the Trade Secret Law and Alternative Dispute Resolution Committees (90 minutes of CLE Requested) addressing Trade Secret Valuation Obligations, Risks, Rewards, and Resolutions. The speakers are Dean A. Pelletier, Pelletier Law, LLC, Chicago, IL, Lori A. Johnson, Chamberlain Hrdlicka White Williams & Aughtry, Atlanta, GA, and Donald W. Rupert, Marshall Gerstein Borun, LLP, Chicago, IL. ii. Also at the Spring meeting, our committee is participation in one of the plenary sessions, specifically Track 1—Corporate Practice: Deal or No Deal—What is the Worth of the IP in Your Briefcase? Moderator: Carine M. Doyle, Monsanto Company, Chesterfield, MO. Step into the Ring—Overview of IP Due Diligence - Jeffrey Wolfson, Haynes & Boone, Washington, DC. The Phone Rings—TM and Patent Events During Mergers and Acquisitions - Randi Karpinia, Motorola Solutions, Hypoluxo, FL. One More Thing Surprises and Valuation of IP Assets - Nancy Klembus, Kimberly-Clark Corp., Roswell, GA iii. 2015 Annual Meeting – We will host a committee educational session with CLE and a member social. The content of the educational session will be directed to the effect of difference choice of law clauses (NY, Delaware, Texas, and California) on the meaning of provisions in agreements. We are currently working to find speakers and other committees interested in joining with us to host this education session. iv. 2016 Mid-Winter Meeting – We will host a committee meeting and social. The content of the meetings is being orchestrated by our Stated Meetings Subcommittee. DM_US 61687170-1.T11466.0010 M&A Committee Report – Page 3 b. Plans for coordination between stated meetings – In-Between Meetings Subcommittee and Advanced Programming Committee, and Force Majeure Subcommittee We have three subcommittees working to provide programming between AIPLA stated meetings. First, our new “In-Between Meetings” subcommittee is working to plan activities including regular brown-bag luncheon teleconferences for hot topics and educational topics, a committee newsletter, and local networking opportunities. We hope these will be live in 3rd or 4th quarter 2015. Second, our new “Advanced Programming Subcommittee” is working to develop more involved substantive programming to AIPLA members, e.g., a Road Show (1-day and half day) and/or webinars, addressing issues important to M&A and IP and/or a Webinar (~1.5 hours). We hope to work toward an offering in 4th quarter 2015 or 2016. Our new Force Majeure is working to organize local events and stated meeting events to allow members to network with each other. For example, an announcement has gone out to all members in the DC/MD/VA region for a networking reception. This subcommittee is also evaluating the development of a social media presence for the M&A committee, allowing our members to connect at their convenience. 4. PUBLIC EDUCATION As to public education, through our “Clause Bank” subcommittee lead by Chris Lewis, our committee is working with the Licensing committee on a forms project to develop an M&A related clause bank of precedential clauses members can access to use as starting points in transactional agreements. 5. MEMBER SERVICE Our new “In-Between Meetings” subcommittee is working to offer regular informational brown-bag luncheon teleconferences for hot topics and educational topics, a committee newsletter, and local networking opportunities for our committee members. 6. PLANS FOR COMMUNICATION WITH THE COMMITTEE CLUSTERS/BOARD LIAISONS We participate regularly in the committee cluster calls to facilitate joint opportunities and keep our Board liaison informed of committee activities. DM_US 61687170-1.T11466.0010