Mergers & Acquisitions Committee I. Leadership. Who are the Committee Leaders? Chair Vice Chair Paul B. Hewitt Norman A. Armstrong, Jr. Ronan P. Harty Mary N. Lehner Robert L. Magielnicki, Sr. Mary K. Marks Young Lawyer Representative Responsible Council Member Responsible Committee Operations Co-Chair Megan Browdie Paul H. Friedman Subrata Bhattacharjee II. Committee Organization. Identify which person on the Committee Leadership team will have responsibility for the following Membership Recruitment and Involvement Connect and other technology Committee Updates and Newsletters Publications Committee Programs Armstrong Marks, Browdie Harty Harty, Magielnicki Lehner, Armstrong III. Committee Communication. How will the Committee Leadership communicate? 1
Time of Monthly Conference call (e.g., first Tuesday of each month) Will there be Committee Town Halls? If so, when? Will there be a Committee Meeting at the Spring Meeting? Third Wednesday of each month None planned If possible IV. Membership. Ensuring Member Involvement and Recruitment What are the greatest challenges that the committee faces in recruiting new members? What are the greatest challenges that the committee faces in engaging current members? Please identify at least three ways that you intend to recruit new members to your committee. Inertia among section members and related desire of section members to minimize amount of ABA e-mail they receive We have numerous projects that engage current members, but if we had more projects we could engage even more members 1. Direct contacts with organizations active in antitrust M&A activities (law firms, government agencies, corporations); 2. Solicitation of volunteers to work on committee projects; 3. Urging existing members to recruit their friends. Please identify at least three programs, publications or other projects that will provide volunteer opportunities for your committee members. 1. Updating of M&A product market catalog; 2. Writing articles for the Threshold; 3. Working on book projects including the M&A and JV chapters of ALD 2014 and new 4 th edition of Mergers & Acquisitions: Understanding the Antitrust Issues V. Diversity Our Section s goal is to ensure that our membership benefits by ensuring that people of different races, genders, sexual orientations, levels of experience, and career choices (e.g., working for the government, plaintiff-side representations, inhouse, small law firms) can and do participate ( Section Diversity ). What are the greatest challenges that your committee faces in ensuring Section Diversity? Our committee is but a small part of the whole Section. We strive to do our part. 2
Please describe at least three specific activities planned to increase participation by women lawyers, minority lawyers, young lawyers, corporate counsel, government lawyers, foreign lawyers, the plaintiffs bar, and/or non-lawyers. The best way to increase diversity, as well as overall membership involvement, is to have interesting and challenging projects that attract participation. Specific projects that should encourage participation by the full spectrum of Section members are: 1. The Threshold. We routinely solicit and publish articles from any antitruster who is willing to write a timely, good article; 2. Our ongoing product market updating project; and 3. Our now-ongoing antitrust-related merger agreement clause project. VI. Committee Programs. Please provide a schedule of planned programs and teleseminars for the upcoming year. As you complete this schedule, please consider the following: Type of Program. There are generally four types of programs that you should consider: Committee Programs, also known as brown bags, are generally one-hour programs on a particular topic of interest. Committee programs are free to Section Members, and are $25 for non-members. Committee Update programs are recurring programs in a subject matter area. These programs can occur monthly, quarterly, or at other intervals. Committee update programs are free to Section Members, and are $25 for non-members. Teleseminars are programs where CLE credit is offered. There is generally more detail required and a more rigorous approval process. Teleseminars are generally [$] for Members and [$] for non-members. Town Hall programs are programs put on by committees to inform their membership about Committee activities, and to solicit involvement and volunteers. These Town Hall programs are free to Section Members, and are $25 for non-members. General Subject Matter. If known, please indicate the program s topic area. If a program is planned for some months in the future, please provide as much information as possible, and at a minimum indicate the general subject matter, such as whether the program will cover recent developments, fundamentals, surveys across jurisdictions or trends. Date. Please provide the approximate date for the program, which will be confirmed after the program, has been approved. Diversity Opportunity. Please indicate how the program will support Section Diversity among speakers or participants. If the program is to be scheduled with another ABA Section or organization, please consult your assigned Committee Operations co-chair for assistance on obtaining those approvals. 3
Except for the Efficiencies program listed below, the committee has not yet determined its program topics for the 2014 15 Section year. Topics will be drawn from proposals for Spring Meeting programs that we do not plan to pursue for that purpose. Other program topics will depend on current developments in merger enforcement, both domestically and internationally. As we have in the past, we will also look for opportunities, consistent with ABA rules, to work with other Bar Associations to provide programs of interest to the members of all the sponsoring entities. Consistent with past practice we would expect to sponsor or co-sponsor approximately six programs, with the first program in September. Type of Program General Subject Matter Date Diversity Opportunity We will follow the Section s diversity guidelines in all of our programs Committee Program Efficiencies: Hot Documents and Hot Data September 2014 Committee Programs TBD (see above) November, January, March, May, and June VII. Committee Updates and Newsletters Please identify the newsletters and other regular updates that the committee provides to its members. Please include both newsletters and non-newsletter communication channels such as blogs or CONNECT. 4
Newsletter/Update Name and Brief Description. How many will be published? Dates of Publication The Threshold (newsletter with meaty articles on timely M&A issues and developments) List Serv and CONNECT notices of significant developments 3 times per year April, August, November As warranted VIII. Book & Treatises Projects Project/Book Title Brief Description Project Leaders Date for Completion ALD 2014 Ch. 4 Joint Ventures Derek Ludwin Spring meeting 2015 ALD 2014 Ch. 3 Mergers and Acquisitions Steve Smith Spring Meeting 2015 Status Ongoing Ongoing Premerger Notification Practice Manual (5 th ed.) HSR bible Michelle Harrington; Ellen Jakovic Spring Meeting 2015 In editing process in conjunction with FTC PMNO Mergers & Acquisitions: Understanding the Antitrust Issues (4 th ed.) Substantive federal antitrust merger law Ronan Harty; Leon Greenfield Spring Meeting 2015 In advanced stage of editing IX. Monitoring Developments. Describe how the committee will stay abreast of developments in the committee s areas of interest, including new cases and agency actions, legislative proposals, and policy initiatives. 5
Substantive Area How is it being monitored? Responsible Person Developments at FTC First-hand knowledge Norm Armstrong Developments at DOJ Announcements and speeches Mary Lehner Foreign Merger Developments Announcements and speeches Bob Magielnicki HSR Developments Announcements and speeches Mary Marks Legislative Developments Review of bills Ronan Harty M&A in the courts Review of ongoing cases and recent decisions Megan Browdie X. Other Activities and Projects. Please identify any planned committee activities not described above, particularly if there are budgetary constraints. Planned Activity/Project Estimated Date Any Support Needed? 1. Merger Cost Study. Working with Bill Kolasky, the committee took the lead in organizing and implementing a Section- funded study of HSR merger review costs that will update a study done several years ago by the ABA Merger Process Task Force. Confidential questionnaires were distributed to law firms involved in significant merger reviews over the last several years. The results have been tabulated by CRA economist Andrew Dick, with the goal of publishing a Threshold article in 2014 2014 No 2. Website Project: Antitrust-Related Clauses in Merger Agreements. A team of volunteers has produced a database of antitrust related clauses in publicly available merger agreements. This database will be accessible through an HTML clickable outline/table of contents, with relevant merger clauses accessible both by deal name and by specific topics, such as Cooperation, Conditions Precedent, Defense Strategy, or Reverse Break Fees. Our current plan is to go live with the database by the start of the new ABA year and to further populate and refine it as the year goes on based on user feedback August 2014 and ongoing No 3. Website Project: Market Definition Catalogue. This catalogue is a user friendly compilation of product market and other information regarding all FTC and DOJ merger cases going back to [Date]. The catalogue is currently updated through the end of FY 2013. Our goal this year is to update on a more regular basis. Groups of volunteers Ongoing throughout the year No 6
from the FTC have recently been pulling the labouring oars. 4. Section Comments. The Committee is routinely called upon to assist, or lead, in preparing draft Section comments on various types of antitrust merger control initiatives, domestic and foreign. We expect more of the same in 2014-15. Ongoing, on an asneeded basis No XI. Summary Recap: Major Goals and Activities. Using the information provided above, please list the major projects, goals and dates for completion for the year [NOTE: Dates for activities reports and book publication projects to be inserted at/after Post-Annual Meeting] Date Planned Activity September First draft of JV and M&A Chapters of ALD 2014 Committee Program on Efficiencies Submission of Spring Meeting program proposals October November Updated ALD Drafts Updated ALD Drafts Threshold, including merger cost study report Second Committee program December Updated ALD Drafts Evaluations January Final ALD inserts Third Committee program February March Committee Self-Assessment form Fourth committee program (pre-spring Meeting blackout) April Spring Meeting programs 7
Publication of Premerger Notification Practice Manual, and Mergers and Acquisitions 4 th Ed. May June July August Fifth Committee program Sixth committee program Draft annual plan Final annual plan The Draft Annual Plan is due to Deborah Morgan (diane.odom@americanbar.org) on or before July 31, 2014. Final Annual Plan is due to Diane Odom diane.odom@americanbar.org) on or before August 28, 2014. We confirm that: our Committee s Leadership has reviewed and discussed the above plan; we have discussed our plan with the Responsible Council Member and a Committee Operations Co- Chair; each of us understands and is committed to completing the assigned tasks and achieving the stated goals; and we believe that the goals that we have listed are achievable. Signed: Paul B. Hewitt Committee Chair Norman Armstrong, Jr. 8
Ronan P. Harty Mary N. Lehner Robert L. Magielnicki, Sr. Mary K. Marks 9