With a record-setting $250.9 billion of spin-offs completed globally last year, these increasingly popular transactions accounted for 53% of corporate restructurings, excluding mergers and acquisitions, in 2015. A key benefit is the increased value that a successful spin-off can bring to both SpinCo and RemainCo shareholders. With careful planning, spin-offs have proven to be a win for shareholders amid a lackluster investing climate. This conference will explore the obvious and hidden challenges, and the keys to success.

This one-day conference, held at Bloomberg headquarters in New York City, will take a deep dive into this complex world. Representatives from companies that have undertaken spin-offs, activist investors, investment bankers, analysts and legal advisors will share their perspectives. You will learn about what’s driving the uptick in spin-offs and how the market – and the regulators – view these transactions. You’ll hear about the commercial challenges associated with executing a spin-off, and the complex array of nuts-and-bolts challenges, from financial accounting issues and tax considerations to board responsibilities, investor engagement, separation mechanics and HR sensitivities.

 

 

Registration for this event is now closed. 

DETAILS

Date & Time:
Thursday, September 29, 2016
8:30 am - 6:30 pm EST

Location:
Bloomberg LP Headquarters
731 Lexington Ave.
New York, NY

Continuing Education Credits:
Up to 8 CPE/CLE Credits
Up to 1 HRCI/SHRM Credit

Event Partner:

bmck logo

AGENDA

8:00 - 8:55 am       Registration and Networking Breakfast
8:55 - 9:00 am       Welcome Remarks
9:00 - 10:00 am     What's Fueling Spin-Offs and Are They Always Good for the SpinCo and the RemainCo?

A corporate attorney, investment banker, and analyst discuss the surge of business interest in spin-offs and the reasons for this surge. How have spin-offs performed against the DJIA and other benchmarks? Are all spin-offs success stories? And how do similar transactions such as split-offs perform and compare? In this session, the panelists will also discuss:

  • The impetus for spin-offs and other corporate restructuring (e.g., investor activism, economic environment, legislation and regulations)
  • What is on the horizon for expected activity and why?
  • What are the other choices to a spin-off and how do you choose the right approach?
  • How are spin-offs used in M&A strategic planning (dual track spin / sale transactions, Reverse Morris Trust transactions, etc.)?

  • Speakers:
    Jeff Marks
    , Managing Director, Corporate Finance Advisory, JP Morgan
    Matthew Gemello
    , Partner, Baker & McKenzie

    Moderator: 
    Tom May
    , Partner, Baker & McKenzie

    10:00 - 10:30 am     Networking Break
    10:30 - 11:45 am     What is Involved in Successfully Completing a Spin-Off? Getting to 'Day One'

    Planning a successful spin-off requires more than the board of directors’ buy-in, it requires the careful and timely coordination of the work of multiple business divisions and practice areas. This session gives an overview of the challenges, what a plan needs to take into consideration, who the stakeholders are, and where the process starts and ends. In this session, the panelists will also discuss:

  • Defining key objectives to develop a separation plan
  • The importance of cross-functional collaboration and effective project management
  • Operational considerations and constraints in developing and implementing the separation plan
  • Defining work streams and aligning milestones of each work stream to complete the separation on time 

  • Speakers:
    Jim Barrett
    , Partner, Baker & McKenzie
    Keeley Mooneyhan
    , SPHR, President & Co-Founder, HR Matters, Inc.  
    Kristen Prohl
    , Vice President, Chief Regulatory Counsel, Starwood Hotels & Resorts Worldwide
    Agnieszka Samoc, Senior Director, Tax M&A and Planning, Danaher Corporation

    Moderator: 
    Marc Paul
    , Partner, Baker & McKenzie

    11:45 am - 1:15 pm   Luncheon Keynote

    Joe Cornell, author of Spin-Off to Pay-Off and founder and CEO of Spin-Off Advisors LLC, Publishers of Spin-Off Research

    1:15 - 3:45 pm          The Interdependencies of Spin-Offs

    Conference attendees will attend one of two tracks of sessions. Each track consists of two, one-hour sessions separated by a 15-minute break, with the ability to select the first and second session of each track. These sessions look at how decisions in one area will invariably impact the decisions and workflow in other responsible areas. Leaders from each discipline examine the critical decisions that must be addressed, while considering the impacts and dependencies of other stakeholders. 

    TRACK ONE 

    1:15 - 2:15 pm             HR Issues

    The impact on employees in a spin-off can be significant and require as much planning as other substantive areas, such as legal or tax. This panel will address the top HR and benefits issues to consider before, during and after a global spin-off, and provide best practices and roadmaps of traps for the unwary. Representative issues to be discussed include:

  • Employee matters (employee mapping, benefits and adjustments to equity-based compensation, transition services, allocation of liabilities, etc.)
  • Works council, employee representatives and union requirements, including timing
  • Analyzing employee transfers; assessing personnel requirements for a new company
  • Addressing harmonization and synergies to employment terms/benefits
  • Global equity considerations
  • Talent retention
  • Separating and establishing new benefit/stock plans and timing 
  • Notice, severance and termination indemnities
  • Communication strategies 
  • Change management
  • Speakers:
    Michelle R. Goldstein
    , Vice President, Deputy General Counsel, Time Inc. 
    Sherry Hill
    , Global Senior Director of HR M&A, eBay
    Carole Spink, Partner, Baker & McKenzie 
    Tery Williams, Of Counsel, Baker & McKenzie 

    Moderator:
    Aimee Soodan
    , Partner, Baker &McKenzie 

    2:15 - 2:30 pm            Networking Break

    2:30 - 3:30 pm            Legal Issues

    Issues to be covered include corporate separation issues (allocation of assets and liabilities, capital structure, formation of newcos, etc.); local separation alternatives including demergers and asset sales, time constraints and other complicating factors related to local statutory and regulatory requirements; principal transaction agreements, among other legal issues, such as corporate governance and SEC filings.

    Speakers:
    Brian Cadwallader,
    Vice President, Secretary and General Counsel, Johnson Controls
    Pamela Dayanim
    , Partner, Baker & McKenzie
    Akin Harrison, Vice President, Associate General Counsel and Secretary, TEGNA, Inc.
    Sergio E. Letelier,
    Vice President, Enterprise's Office of the General Counsel's Corporate, M&A and Ventures Group, Hewlett-Packard

    Moderator:
    Veronika Nemeth
    , Partner, Baker & McKenzie

    TRACK TWO

    1:15 - 2:15 pm              Tax Considerations

    Whether a business separation transaction can be done on a tax-free or taxable basis depends on the facts and their application to ever-more stringent tax rules.  As governments continue to impose restrictions on tax-efficient spin-offs, companies need to be mindful of tax rules that could cause major shifts in business deals.  In this session, the panelists will discuss:

  • Taxable business separations versus tax-free spin-offs, including recent regulations and guidance, requirements under Internal Revenue Code Section 355(d), Section 355(e), "device," "active business" and "business purpose" requirements, the difference between spin-offs and split-offs, etc.
  • Obtaining governmental rulings (what is possible/what issues are appropriate) and opinions from law or accounting firms (what level is acceptable - should? will?)
  • When may a spin-off be combined with an M&A transaction (e.g., Reverse Morris Trust transaction or dual-track spin/sale) or the introduction of leverage?
  • What the C-suite needs to know about discussing a sale in parallel with a possible spin
  • Crafting “tax sharing” agreements and providing tax comments to other corporate agreements (e.g., transitional services agreements)
  • Non-US tax considerations (available separation methods, costs such as de-grouping charges, indirect taxes)
  • Speakers:
    Heléna Klumpp
    , Deputy Editorial Director, Bloomberg BNA 
    Reza Nader, Partner, Baker & McKenzie 
    Ian Ross, Director, International Tax, SPX FLOW, Inc.
    James Wilson, Partner, Baker & McKenzie 

    Moderator:
    Jonathan Stevens
    , Partner, Baker & McKenzie 

    2:15 - 2:30 pm               Networking Break

    2:30 - 3:30 pm               Finance and Accounting Considerations

    A successful spin-off requires management's awareness of finance and accounting considerations that govern such transactions. In this session, the panelists will discuss these considerations, including: 

  • Capital structure of the companies, financing transactions, debt issues, credit assessments, dividends, treatment of costs, etc.
  • Financial statements
  • Financial accounting treatment of structures
  • Regulatory and financial disclosures; the Form 10 work stream
  • Interaction with tax and the broader group on other considerations 
  • Speakers:
    Avi Goldin,
    CFO, Genie Energy Limited
    Steven Hadjilogiou
    , Partner, Baker & McKenzie
    Kirsten Malm
    , Partner, Baker & McKenzie
    Shurjo Sen
    , Partner - Deals, PricewaterhouseCoopers 

    Moderator:
    Nancy Hamzo
    , Associate, Baker & McKenzie

    3:30 - 3:45 pm                Networking Break
    3:45 - 5:00 pm                The Practical Impacts of Doing a Spin-Off

    What are the real, practical implications of doing a spin-off? How do heavily affected teams (legal, controller’s group, tax) manage the workload created by a spin-off, on top of their “day jobs”? What should be the expectation for relying on outside experts to do the work that cannot be done internally – what does that ‘outside’ team do and what do they look like? How do you manage the board’s expectations and what is its role? What are the potential tensions and conflicts between peers in both the SpinCo and RemainCo? What are the key elements to successful collaboration? At what point are legal and tax teams brought into the new SpinCo, and how do they deal with the real issue of diverging interests? How will a spin-off impact you and your staff in possibly the biggest reorganization you will ever face in your career?  

    Speakers:
    David Butow
    , Vice President and General Counsel, Climate Segment, Ingersoll Rand
    Michael Gialis
    , Global Leader of Strategic Projects, Cisco
    Jeff Levinson, Vice President, General Counsel, and Secretary, NetScout
    Kristina McLaughlan
    , Global Director of HR M&A, Intuit

    Moderator:
    Tom Egan
    , Partner, Baker & McKenzie

    5:00 - 5:15 pm                 Closing Remarks
    5:15 pm                           Cocktail Reception

    SPEAKERS

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    JIM BARRETT, PARTNER, BAKER & MCKENZIE, MIAMI

    James H. Barrett is the chair of the Miami office tax department and is a senior editor for Baker & McKenzie North America Tax Practice Group's Tax News & Developments. He is the immediate past chair of the Florida Bar Tax Section. Mr. Barrett advises on United States federal income tax planning focusing on outbound and inbound international tax issues.  He has extensive experience in: (i) structuring offshore operations of and repatriations by U.S. multinationals; (ii) tax planning associated with cross-border mergers & acquisitions; (iii) advising clients with regard to tax issues arising in the use of partnerships in international transactions, and (iv) addressing issues relating to debt and equity investments in the U.S. He also advises on state and local tax issues particularly relating to tax issues concerning the State of Florida. Mr. Barrett is recognized in Chambers USA tax in the Band 1 category, the highest ranking available. Mr. Barrett is the co-founder and chairman of the board of directors of CasaBlanca Academy, Inc., a school which, for over nine years has provided a comprehensive program to address the unique sensory, perceptual and motor planning difficulties that are experienced by many children with autism. Mr. Barrett is an adjunct professor at the University of Miami School of Law teaching the course entitled "Taxation of International Transactions in Latin America."


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    DAVID C. BUTOW, VICE PRESIDENT AND GENERAL COUNSEL, CLIMATE SEGMENT, INGERSOLL RAND

    David C. Butow is Vice President and General Counsel, Climate Segment at Ingersoll Rand. The company is a diversified, global company that provides products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables as well as to increase industrial productivity and efficiency. Its brands include Ingersoll-Rand®, Trane®, Thermo King®, American Standard®, ARO®, and Club Car®. Previously at Ingersoll Rand, David oversaw mergers and acquisitions, finance and other strategic transactions globally for the legal department and had responsibility for general legal affairs in Europe, the Middle East, India and Africa. In that role, David led the legal department’s role in Ingersoll-Rand’s spin-off of its security business ($4.0 billion). Prior to joining Ingersoll Rand, David worked in the corporate law department of Citigroup where he handled proprietary mergers and acquisitions; and at the law firms of Simpson Thacher & Bartlett LLP and Arnold & Porter LLP, where he practiced primarily in the areas of mergers and acquisitions, capital markets, credit, corporate governance and general corporate matters. David received his BA from Northwestern University and his JD from Washington and Lee University School of Law, where he was a scholarship recipient and Notes Editor of, and published an article for, the Washington and Lee Law Review. He is admitted to the bar in the US State of New York.


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    BRIAN CADWALLADER, VICE PRESIDENT, SECRETARY & GENERAL COUNSEL, JOHNSON CONTROLS

    Brian Cadwallader serves as vice president, secretary and general counsel of Johnso Controls, leading more than 100 attorneys and support staff located in 16 offices worldwide. Cadwallader is responsible for the legal, compliance, shareholder services, security, risk and flight services functions of the company. He joined Johnson Controls in 2010 as the Building Efficiency group vice president and general counsel. Prior to assuming his current role, he served as a vice president and assistant secretary. Cadwallader previously served in leadership roles with International Paper Company including associate general counsel, where he led the legal functions for the company’s international businesses and shared corporate legal services. Cadwallader serves on the Board of Trustees of the Boys & Girls Clubs of Greater Milwaukee. He has a bachelor’s degree from Western Michigan University and a Juris Doctor from St. Louis University.


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    JOE CORNELL, AUTHOR OF SPIN-OFF TO PAY-OFF AND FOUNDER AND CEO OF SPIN-OFF ADVISORS LLC, PUBLISHERS OF SPIN-OFF RESEARCH

    Joe Cornell is the author of Spin-Off to Pay-Off and founder and CEO of Spin-Off Advisors, LLC, publishers of Spin-Off Research. Joe has published “Spin-Off Research” an advisory service on spin-off situations since 1997. Mr. Cornell graduated from Loyola University of Chicago in 1986 with a BS in Economics & Finance, and in 1991 received a MBA in Finance from Loyola University. In addition, he earned the Chartered Financial Analyst (CFA) designation in September 1997.


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    PAMELA DAYANIM, PARTNER, BAKER & MCKENZIE, WASHINGTON, DC

    Pamela Dayanim is a Partner in Baker & McKenzie’s Washington, DC office specializing in corporate and securities law matters. Ms. Dayanim currently serves on Baker & McKenzie’s North America Global Reorganizations Steering Committee. Prior to rejoining the Firm in 2006, Ms. Dayanim practiced in Tel Aviv, where she counseled Israeli Nasdaq-listed companies on their US corporate and securities law requirements. Ms. Dayanim also has extensive experience with the planning and implementation of global reorganization transactions for multinational enterprises, including post-acquisition integrations, tax-planning restructurings and spin-off transactions. She also counsels clients on a range of corporate and finance transactions, including venture capital investments and mergers and acquisitions.


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    TOM EGAN, PARTNER, BAKER & MCKENZIE, WASHINGTON, DC

    Tom Egan heads the Firm’s Corporate & Securities Practice Group in Washington, DC, where he previously served as managing partner. He has authored a number of articles for a variety of internal and external publications, and is also a regular speaker on corporate and securities law issues and developments. Mr. Egan advises domestic and international clients on securities offerings, mergers and acquisitions, private equity and venture capital transactions. He is also experienced in handling corporate reorganizations, financial restructurings, joint ventures, strategic alliances, and complex commercial transactions. He also provides skillful counsel on the disclosure and procedural requirements of federal securities laws, and represents sponsors in connection with the formation of private investment funds. In addition, Mr. Egan works for REITs in relation to formation transactions, securities offerings, acquisitions and financings.


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    MATTHEW GEMELLO, PARTNER, BAKER & MCKENZIE, PALO ALTO

    Matthew Gemello is a Corporate/M&A Partner in Baker & McKenzie's Palo Alto office and a member of the management committee of the North America Corporate & Securities Practice Group. Mr. Gemello is also Chair of the Firm's North America pro bono practice. He has been frequently recognized as a leading lawyer by multiple publications and peer surveys, and was recently selected by the San Francisco and Los Angeles Daily Journal as being one of the Top 10 Innovative Corporate Lawyers in California. Mr. Gemello guides technology companies and their financial sponsors through transformational corporate transactions. These deals range from private company buyouts and public takeovers in the United States and around the world, to complex multijurisdictional spinoffs and business carve-outs.


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    MICHAEL GIALIS, GLOBAL LEADER OF STRATEGIC PROJECTS, CISCO

    Michael joined Cisco Systems Corporate Strategy Office in 2011 to lead strategic programs. He has led numerous acquisitions, formed Cisco’s first joint venture in China, and conducted Cisco’s first business unit divestitures {Consumer Electronics (Linksys) and Connected Device (Scientific Atlanta)}. He currently leads the program office for the Ericsson – Cisco Strategic Alliance. Previously, Michael was at Sun Microsystems leading New Business Development for Sun’s Lab and Chief Technology Office and also held roles in M&A, product management, process and systems engineering. Prior to Sun, Michael was at Chevron where he held positions in manufacturing, logistics, trading, international sales, and business development. Michael has also founded several start-ups and held various leadership roles at non-profit and community organizations. He has a BSME from UC Davis, MBA from SFSU and completed the CEDI R program at CU Boulder.


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    AVI GOLDIN, CFO, GENIE ENERGY LIMITED

    Avi Goldin has served as Chief Financial Officer of Genie Energy Ltd (NYSE: GNE) since August 2011. Formerly, he served as a Vice President of Corporate Development at IDT Corporation (NYSE: IDT). Formerly, Mr. Goldin served as Vice President, Finance of CayCommMedia Holdings, a privately backed telecommunications acquisition fund. He also served as an Investment Analyst at Dreman Value Management, a $7 billion asset management firm and an Associate in the Satellite Communications group at Morgan Stanley & Co. Mr. Goldin earned an MBA from the Stern School of Business of New York University, a BA in Finance from the Syms School of Business of Yeshiva University and is a Chartered Financial Analyst (CFA).


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    MICHELLE R. GOLDSTEIN, VICE PRESIDENT, DEPUTY GENERAL COUNSEL, TIME INC.

    Michelle R. Goldstein joined Time Inc. in 2013 to assist with Time Inc.’s spin-off from Time Warner. At Time Inc., Ms. Goldstein's responsibilities cover the broad range of laws affecting workers (i.e., labor, employment, compensation, benefits, and immigration). Previously, Ms. Goldstein served in a similar capacity at two global employers (First Solar and Witco Corporation, which was acquired by Chemtura Corporation). Ms. Goldstein has also worked as executive compensation and benefits counsel at large NYC law firms (Weil Gotshal & Manges, Simpson Thacher & Bartlett, and Hughes Hubbard & Reed) where she has represented a myriad of companies in corporate transactions (including spin-offs).


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    STEVEN HADJILOGIOU, PARTNER, BAKER & MCKENZIE LLP, MIAMI

    Steven Hadjilogiou is a Partner in the Firm’s Tax Practice Group in Miami. He is consistently recognized as a leading tax lawyer by Chambers USA, top-rated by Florida Super Lawyers, and recognized in Florida Trend’s Legal Elite. Mr. Hadjilogiou has written numerous articles and presented on topics related to tax. He was a primary drafter of the amicus curiae brief submitted to the US Supreme Court on behalf of the Florida Bar Tax Section in Knight v. Commissioner in 2008. Mr. Hadjilogiou is also an adjunct professor in the University of Miami School of Law's Tax LLM program.


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    NANCY HAMZO, ASSOCIATE, BAKER & MCKENZIE LLP

    Nancy Hamzo is a member of Baker & McKenzie’s Global Antitrust & Competition and Corporate & Finance, and North America International Commercial practice groups. Ms. Hamzo is affiliated with the Law Society of Upper Canada, the Canadian Bar Association’s competition law section, as well as the Ontario Bar Association’s corporate law section and young lawyers division.


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    AKIN HARRISON, VICE PRESIDENT, ASSOCIATE GENERAL COUNSEL AND SECRETARY, TEGNA INC.

    Akin Harrison is Vice President, Associate General Counsel and Secretary of TEGNA Inc. (formerly Gannett Co., Inc.), a media and digital company whose assets include 46 television stations across the country, Cars.com and CareerBuilder, where he provides advice and support to TEGNA’s leadership team and board of directors on a variety of matters, including mergers and acquisitions, corporate governance and securities law matters. Prior to joining TEGNA, Mr. Harrison was a corporate attorney with Weil, Gotshal & Manges LLP in New York and Brobeck, Phleger and Harrison in Washington, DC, where his practice included representing Fortune 500 companies, venture capital firms and early stage companies in mergers and acquisitions, venture capital financings and corporate lending transactions. Mr. Harrison earned his JD from the University of Michigan Law School and his undergraduate degree in Aerospace Engineering from the University of Virginia.


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    SHERRY HILL, GLOBAL SENIOR DIRECTOR OF HR M&A, EBAY

    Sherry Hill is Sr. Director of HR M&A for eBay Inc. Prior to that, she held HR leadership roles at Microsoft, Dell, Kodak, and others. These roles include a variety of HR functions making her a true HR generalist. Her M&A experience spans these companies and roles including dedicated M&A roles. She has provided HR leadership on both the buy and sell side for global deals of all sizes. She received her undergraduate degree from the University of North Carolina in Chapel Hill and her MBA from Emory University’s Goizueta Business School.


    HELÉNA KLUMPP, DEPUTY EDITORIAL DIRECTOR, BLOOMBERG BNA

    Heléna Klumpp is a tax professional with 20 years of experience in client services, in-house tax management and publishing. Before joining BNA as deputy editorial director (federal tax) in 2016, Heléna most recently served as vice president of tax for Baxter International, Inc., a medical products and services company with $10B in annual sales and operations in over 70 countries. While at Baxter, Heléna helped oversee the tax-free spin-off of the company’s highly integrated bioscience division, now Baxalta Inc. (subsequently acquired by Shire PlC), and the corresponding separation of the company’s tax function. A 1996 graduate of Georgetown University Law Center, Heléna began her career as a tax and project finance associate in the Washington, DC office of Chadbourne & Parke LLP, and then worked for the publishing company Tax Analysts, where she eventually served as editor of the company’s flagship publication, Tax Notes.


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    SERGIO LETELIER, VICE PRESIDENT, OFFICE OF THE GENERAL COUNSELS, CORPORATE, M&A AND VENTURES GROUP, HEWLETT PACKARD ENTERPRISE

    Sergio E. Letelier is Vice President of Hewlett-Packard Enterprise’s Office of the General Counsel’s Corporate, M&A and Ventures group. In this role, he notably oversees all acquisitions, divestitures, equity investments and joint ventures undertaken by the Hewlett-Packard Enterprise Group on a worldwide basis. His team handles transactions out of Palo Alto, Geneva (Switzerland) and Sydney (Australia). Over his tenure, he has represented and advised HP in connection with all major transactions undertaken by HP (merger with Compaq, acquisitions of EDS, Palm, 3Com, Aruba Networks, HP’s Separation and subsequent spin-offs). Sergio’s team is also in charge of acquisition integrations and restructurings for the HPE group. In the recent years, Sergio has been tasked with leading the transformation of HP’s M&A practices and procedures and has been entrusted with leading the HPE/HPI separation as well HPE’s subsequent spin-offs. Prior to joining HP in 2002, Sergio practiced as a tax lawyer in Paris (France) and founded an advisory firm which specialized in tax advice to SMBs. He earned a Master's and a Postgraduate degree in Law from the University of Paris I Pantheon-Sorbonne, an LLM from the University of Cologne Germany), and a Postgraduate degree in taxes and international financial strategy from leading business school HEC Paris.


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    JEFF LEVINSON, VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY, NETSCOUT

    Jeff Levinson is NetScout's Vice President, General Counsel, and Secretary, responsible for global legal strategy and legal operations. He has previously served in-house roles in companies ranging from speech recognition software to global publishing. Mr. Levinson holds degrees from Harvard College, Boston University School of Law, and Babson College's evening MBA program. He also serves as Board member at Jericho Road Project and the Association of Corporate Counsel Northeast Chapter, among other organizations. Mr. Levinson authored the Bloomberg BNA Corporate Practice Series book Managing the Corporate Legal Department: How to Create Plans, Develop Processes, and Lead the In-House Legal Team and has written and spoken on navigating cross-border mergers and acquisitions and the role of in-house counsel as business/legal partner.    


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    KIRSTEN MALM, PARTNER, BAKER & MCKENZIE, SAN FRANCISCO, CA

    Kirsten Malm is a partner in Baker & McKenzie’s San Francisco office, advising US-based technology multinationals on federal income tax law in relation to domestic and cross-border transactions. Ms. Malm is a member of the North America Tax Practice Group’s Best Practices Committee and its Tax Planning and Transactions Steering Committee. Ms. Malm advises US and foreign multinationals, many in the technology industry, with respect to corporate transactions. These include mergers and acquisitions, postacquisition integration and IP migration transactions and corporate divestitures including spin-offs, joint ventures, partnerships, financings, international tax planning, cash repatriation and subpart F planning. She also has extensive experience representing US-based companies in the software, semiconductor, telecommunications, pharmaceutical, and medical device industries.


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    JEFF MARKS, MANAGING DIRECTOR, CORPORATE FINANCE ADVISORY, JP MORGAN

    Jeff Marks is a Managing Director in JP Morgan’s Corporate Finance Advisory group, focusing on tax structuring and its corporate finance implications for M&A and capital markets transactions. In his 15 years at JP Morgan, Jeff has executed a variety of spin-offs and split-offs, buyside and sellside M&A transactions, investment grade and high yield debt offerings, and public and private equity financings. He returned to the firm in 2006 after earning his JD from the University of California, Hastings College of the Law, with a concentration in tax. Prior to graduate school, Jeff worked in J. Morgan’s Mergers & Acquisitions group from 1997 to 2002 in San Francisco and London. Jeff holds an AB in economics from Harvard College.


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    TOM MAY, PARTNER, BAKER & MCKENZIE, NEW YORK

    Tom May leads Baker & McKenzie's Tax Practice Group in New York. He has more than 20 years of experience in the field of international and domestic taxation. He is named as a leading tax adviser by the International Tax Review, and is likewise recognized as a key practitioner in transfer pricing by Legal Media Group’s Expert Guides. Mr. May has extensive experience in international and domestic taxation. He frequently advises on domestic and international mergers and acquisitions, post-acquisition and pre-disposition restructurings, as well as joint ventures and strategic alliances. He also works on spin-offs and taxable dispositions. Mr. May also has extensive experience in the areas of foreign tax reduction, subpart F and PFIC planning, foreign tax credit utilization, interest expense apportionment, supply chain restructuring, treaties, and inbound investment.


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    KRISTINA MCLAUGHLAN, GLOBAL DIRECTOR OF HR M&A, INTUIT

    Kristina McLaughlan is Intuit’s Global Director of Human Resources, dedicated to Mergers & Acquisitions. For the past 7+ years, she has represented HR in all term sheet and purchase agreement negotiations, due diligence, key employee offers and integration/separation planning. Kristina has most recently completed the spin-off of Intuit’s inaugural product, Quicken, and has been a member of the core deal team for dozens of divestitures, including the $1B sale of Intuit’s banking business. Prior to her current position, Kristina spent five years as Intuit’s Global Integration Leader on the Corporate Strategy & Development team. She joined Intuit in December of 2002 and has completed 60+ acquisitions in addition to her vast divestiture and joint venture experience. Before joining Intuit, Kristina was an Equity Capital Markets executive at Banc of America Securities, where she drove a multi-year integration initiative following the $40B merger of Montgomery Securities, Robertson Stephens, and Banc of America Securities. Kristina also spent seven years at Morgan Stanley, holding various leadership positions in New York, Australia, Japan and Singapore. Kristina is a graduate of Cornell University’s School of Industrial & Labor Relations and currently resides in a suburb of San Francisco, CA.


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    KEELEY MOONEYHAN, SPHR, PRESIDENT & CO-FOUNDER, HR MATTERS, INC.

    Keeley Mooneyhan is President of HR Matters, an M&A consulting firm focused on strategy, due diligence/planning, and integration/separation execution for mergers, acquisitions, divestitures, and restructuring efforts. Ms. Mooneyhan has over 20 years of experience working with a diverse, global portfolio of large cap and middle market companies in the areas of people & operations strategy, M&A integration program management, culture alignment, organizational design, change management and communications. She has managed and consulted on over 80 transactions, spanning 36 countries, valued in excess of $30B in investments, while successfully integrating/transitioning people, operations, systems, and assets. Prior to HR Matters, Ms. Mooneyhan was a Group HR Integration Leader for Microsoft’s Mergers and Acquisitions organization, and built the divestiture/spin-out practice, which supported changing business imperatives. She speaks on a number of Merger, Acquisition, and Divestiture topics, and leads a quarterly M&A Roundtable in Silicon Valley.


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    REZA NADER, PARTNER, BAKER & MCKENZIE, NEW YORK

    Reza Nader is a member of the Baker & McKenzie’s North America Tax Practice Group in the New York office, where he works on international tax planning and transactions. He is an active participant at both in-house and external seminars and conferences. Mr. Nader has also worked on various pro bono matters, including work with international development organizations. In 2011, Mr. Nader served as an adjunct professor in Outbound International Taxation at the Georgetown University Law Center. Mr. Nader has experience advising clients on international mergers, acquisitions, and dispositions, supply chain restructurings, and joint ventures and alliances. He also advises clients on dispositions of US real property interests, bankruptcy reorganizations, and income tax treaties, including competent authority matters.


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    VERONIKA NEMETH, PARTNER, BAKER & MCKENZIE, SAN FRANCISCO

    Veronika Nemeth is a Partner in Baker & McKenzie’s San Francisco office. She focuses primarily on global corporate restructuring projects, including post-acquisition integrations, pre-transaction separations and tax-planning restructurings. In addition, she counsels clients on a range of general international corporate and commercial issues. Ms. Nemeth represents mostly multinational clients in a variety of industries including the software, hardware, life sciences and retail sectors. She has significant experience with the implementation of both large and small-scale international corporate restructuring projects, including several high-profile post-acquisition integrations and spin-off transactions. Ms. Nemeth also assists clients with the formation and ongoing governance of foreign subsidiaries and advises on documenting intercompany and other commercial transactions.


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    MARC PAUL, PARTNER, BAKER & MCKENZIE, WASHINGTON, DC

    Marc Paul is the immediate past chair of Baker & McKenzie's North America Corporate & Securities Practice Group and the North America Private Equity Subgroup and North American representative in the Firm's Global Private Equity and Global Merger & Acquisitions steering committees. Mr. Paul's practice — both internationally and domestically — focuses on mergers and acquisitions, and public and private securities transactions, including spinoff transactions. He has represented public companies, growth companies, private equity funds, investment banks, financial institutions and multilateral agencies in transactions throughout the United States, Latin America, Europe, the Middle East and Asia. Additionally, Mr. Paul acts as outside general counsel to numerous business entities — from large multinational corporations to domestic start-up companies.


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    KRISTEN PROHL, VICE PRESIDENT, CHIEF REGULATORY COUNSEL, STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

    Kristen is Vice President, Chief Regulatory Counsel for Starwood Hotels & Resorts Worldwide, Inc., a leading hotel and leisure company. She joined the company in 2006 as a Director, Associate General Counsel, to provide legal support for North American hotel development deals and has been successively promoted to various legal and compliance roles of increasing responsibility. Shortly after joining the company she was tapped to provide legal support for Starwood’s Europe, Africa and Middle East divisional teams located in Brussels, Belgium, and was subsequently promoted to Vice President, EAME. In 2010, she returned to Starwood’s global headquarters to serve as Vice President, Associate General Counsel in a broad-based, corporate generalist role. While in this role, Kristen advocated for a stronger focus on the regulatory risks for public corporations, leading to Kristen’s promotion to the newly created position of Vice President, Chief Compliance Officer and establishment of a legal Compliance department. In this role, she built and led the Compliance team, and establishing strategic plans, systems, policies and procedures for a premier compliance program. In 2014, she transitioned into a broader regulatory role as Vice President, Chief Regulatory Counsel with accountability for all securities compliance and related regulatory matters for the company, including SEC and NYSE compliance, as well as oversight of corporate governance matters and subsidiary maintenance. In this role, she also provides legal support for Board of Director governance, M&A, capital markets and other strategic transactions and serves as corporate counsel for core business teams. Kristen currently serves on the Board of Directors for the Association of Corporate Counsel, Westchester County NY/Southern Connecticut Chapter. She holds a JD from the University of Virginia School of Law and a BA from the University of Virginia.  


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    IAN ROSS, INTERNATIONAL TAX DIRECTOR, SPX FLOW, INC.

    Ian Ross is the International Tax Director of SPX FLOW, Inc., and served in the same role at SPX Corporation prior to the two companies separating pursuant to their 2015 spin-off transaction. He supports the global organization with transactions and tax planning, and has lead acquisition and disposition planning, restructurings, repatriation planning, and assisted the treasury group with finance and hedging transactions. He participated in every step of SPX Corporation's 2015 spin-off and preparatory restructuring transactions, as well as post-spin planning and compliance items. Prior to joining the SPX group, Ian had served in the international tax practices of two Big Four accounting firms. He is a certified public accountant and has a master's of tax from the University of Denver.


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    AGNIESZKA SAMOC, SENIOR DIRECTOR, TAX M&A AND PLANNING, DANAHER

    Agnieszka Samoc is currently Senior Director Tax M&A and Planning, leading tax matters related to Danaher's transactional activity (acquisitions and dispositions) as well as all domestic and international tax planning initiatives for the last 6 years. Significant recent transactions include Danaher's Reverse Morris Trust with Netscout, the separation of Danaher into two public companies, the public acquisition of Pall Corporation as well as numerous internal reorganizations, foreign tax credit planning initiatives, ongoing legal entity management, international business expansion and similar operational planning. Ms. Samoc's previously worked for 10 years in multiple Ernst & Young's practices including transactions tax, federal tax and Australian tax practice. Ms. Samoc has spoken at multiple educational conferences covering topics such as consolidated tax, transactional tax and inversions. Ms. Samoc serves on Tax Executive Institute ("TEI") New York Board and is also a vice chair of TEI's  International Tax Committee. Ms. Samoc recently took an adjunct professor role at Georgetown Law, teaching outbound tax.


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    SHURJO SEN, PARTNER – DEALS, PRICEWATERHOUSECOOPERS

    Shurjo Sen is a New York-based Deals Partner and leader of the US capital markets pharma sector team, serving corporate as well as private equity funds and their portfolio companies. He has over 20 years of experience advising clients, the last 15 of which have been focused on providing technical accounting, financial reporting and capital markets advice for divestitures, M&A and IPO transactions. His expertise covers the full range of unique SEC and US GAAP financial reporting requirements associated with a financing, spin-off or divestiture transactions. Some of the clients Shurjo has recently advised include Apax Partners, Johnson & Johnson, Baxter Pharmaceuticals, Citigroup, McGraw Hill Financial, Merck, OCI N.V., Sanofi, Boeringer Ingelheim, Salix, Actavis and Becton Dickinson. 


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    AIMEE SOODAN, PARTNER, BAKER & MCKENZIE, CHICAGO

    Aimee Soodan is a Partner in Baker & McKenzie’s Chicago office. She has experience in all areas of employee benefits with a concentration in US and international executive and equity compensation. She is exceptionally well-versed with respect to the tax, legal and administrative aspects of global equity programs. Ms. Soodan regularly advises large multinational employers with respect to the global extension of their employee equity compensation programs, including the design, implementation, administration and ongoing tax and regulatory compliance of such programs. She represents some of the largest companies in the pharmaceutical, biotech and medical device industries. Ms. Soodan is also well-versed in international executive mobility, particularly in the taxation of equity compensation payable to globally mobile employees. She also designs, drafts and conducts US and international legal reviews of equity reimbursement agreements, change in control agreements and nonqualified deferred compensation, long-term incentive and employee stock purchase programs.


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    CAROLE SPINK, PARTNER, BAKER & MCKENZIE, CHICAGO

    Carole Spink is a Partner in Baker & McKenzie’s Chicago office. She advises clients on domestic and cross-border employment matters, specializing in mergers and acquisitions, global corporate reorganizations and outsourcing transactions. She frequently represents multinational companies in the due diligence, negotiation and implementation aspects of such transactions. She also assists clients with various employment counseling issues, including employment-related agreements, codes of conduct, global privacy and data protection, and reductions in force and other cost-cutting measures. Ms. Spink is a trusted adviser to clients on a wide variety of employment matters, including employment agreements, employee handbooks, bonus and commission plans, expats, non-competes, reductions in force and terminations and also partners with employers who are expanding globally. She advises clients on appropriate employment structures and onboarding requirements. Additionally, she supports clients in all employment aspects of global deals, corporate reorganizations and outsourcings, including project management, due diligence, drafting and negotiation and employee transfers and implementation.


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    JONATHAN STEVENS, PARTNER, BAKER & MCKENZIE, NEW YORK

    Jonathan Stevens is a Partner in Baker & McKenzie’s Tax Practice Group in New York. His practice covers all areas of federal taxation, particularly the US and international tax aspects of acquisitions and dispositions, post-transaction integration of acquired businesses, and intellectual property licensing and planning. Mr. Stevens has also given lectures on special issues in international mergers and acquisitions from a buyer's and seller's perspective, as well as corporate international tax compliance. Mr. Stevens routinely advises foreign entities on the tax-efficient structuring of their investments in the United States. These matters include withholding tax, FIRPTA, treaty analysis, and compliance with US reporting requirements. He also advises clients in various industries — including pharmaceuticals, finance, consumer goods and technology — in the tax aspect of M&A transactions.


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    TERY WILLIAMS, OF COUNSEL, BAKER & MCKENZIE, SAN FRANCISCO

    Tery Williams is Of Counsel in the Global Equity Services Group in Baker & McKenzie's San Francisco office. Ms. Williams advises clients on the tax and legal considerations of awarding equity and other long-term incentive vehicles to employees and non-employees around the world. She advises clients on plan implementation, ongoing plan compliance, and tax and legal considerations with respect to incentive awards in the context of corporate transactions, such as mergers, IPOs and redomestications. In addition, Ms. Williams advises clients on the taxation of equity and other incentive compensation awards in cross-border situations. Ms. Williams advises clients on the US and international tax, securities, labor, exchange control and data privacy issues arising in connection with the design, implementation and maintenance of equity-based compensation programs offering stock options, stock purchase plans, restricted stock, restricted stock units, stock appreciation rights and long-term cash plans.


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    JAMES WILSON, PARTNER, BAKER & MCKENZIE, NEW YORK

    James Wilson is a member of the Baker & McKenzie’s UK Corporate Tax Practice Group and handles international tax planning matters. He is currently based in the New York office. Mr. Wilson practices in the area of, and advises on, all aspects of UK corporate and commercial tax. He concentrates on international tax planning issues with a particular focus on UK and European inbound planning for North American headquartered multinationals and multi-jurisdictional group reorganisations and restructurings.


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