"Attend The Premier International M&A Event To Learn About: - The latest financial and legal developments in international M&A - The countries and the sectors where the deals are being made—and the hot deals for 2010 - A focus on the opportunities in four countries: the United States, Canada, China and India - Innovative alternative financing techniques - The newest opportunities in obtaining bank and private equity financing - The newest dangers in due diligence— including the increasingly strong enforcement of the FCPA, creating potential minefields for corporations and their executives. - How to effectively acquire distressed businesses"

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MERGERS & DISCOVERING NEW
OPPORTUNITY IN A
ACQUISITIONS
TM
CHANGING
ENVIRONMENT
NEW YORK, NY | MARCH 31-APRIL 1, 2010
HEAR FROM
PARTICIPATING
ORGANIZATIONS:
BeyondaStrategy.com
ATTEND THE PREMIER INTERNATIONAL M&A BMO Capital Markets
EVENT TO LEARN ABOUT: Carl Marks & Company
Cerberus Capital Management
• The latest financial and legal developments • The newest opportunities in obtaining
in international M&A bank and private equity financing CIBC World Markets Inc.
• The countries and the sectors where the • The newest dangers in due diligence— Credit Suisse Group
deals are being made—and the hot deals including the increasingly strong DePaul University
for 2010 enforcement of the FCPA, creating potential Dow Jones
• A focus on the opportunities in four minefields for corporations and their GE Commercial Finance
countries: the United States, Canada, China executives.
General Electric
and India • How to effectively acquire distressed
businesses—or bargain effectively if you Goldman Sachs & Co.
• Innovative alternative financing techniques
are one Houlihan Lokey
Human Dynamics Associates
Institutional Shareholder Services
SPECIAL THANKS TO OUR EXPERT ADVISORY BOARD: JP Morgan
Craig Thorburn Philip Brown Lazard
Partner Managing Partner, New York
BLAKE CASSELS & GRAYDON TORYS Meritas Mutual Funds
Microsoft
James D. Rosener Michael G. O’Bryan
Partner & Head of International Group Co-Chair, Mergers & Acquisitions Group Midwest US-China Association
PEPPER HAMILTON MORRISON FOERSTER Moody’s Capital Services
Peter Fishman Morgan Stanley
Director, Financial Restructuring Peter J. Solomon Company
HOULIHAN LOKEY Raytheon Company
RBC Capital Markets
Sony Corporation of America
Media Partners: SSG Capital Advisors
Supreme Court of Delaware
TD Bank Financial Group
WWW .MANDASUMMIT.COM The Chatterjee Group
Torys

2. International
MERGERS & DISCOVERING NEW OPPORTUNITY
IN A CHANGING ENVIRONMENT
ACQUISITIONS NEW YORK, NY
TM
MARCH 31-APRIL 1, 2010
ATTEND AND NETWORK WITH:
Corporate
Heads/ Directors of:
• M&A
• Finance
• Corporate Planning/Business
Strategy
• Treasury
M&A is Coming Back.
How Can You Benefit From It? Financial Institutions
Heads/ MDs/ VPs/ Directors of:
• M&A
Dear Colleague, • Leveraged finance
• Syndicated Loans
If it appears that mergers and • Mezzanine Finance
acquisitions are making a comebac
k, they clearly are. • Corporate Finance
According to Mergermarket, the buyin
g and selling of companies by othe
grown for the first time for quite a r companies has Consultants
while. About $575 billion worth of
announced in the fourth quarter— deals have been Heads/ MDs/ VPs/ Directors of:
and the smart thinking says that num
2010. There are deals to be had— ber will only increase in • M&A
if you know where to look and find
which to finance the transactions innovative ways in • Leveraged finance
in today’s economic climate.
• Corporate Finance
If you have even the slightest thou
ght about engaging in a merger or
need to get as much information acquisition this year, you Legal Firms
as you can. It can pay off handsome
ly. Heads/ Partners of:
And that is why IQPC is presenti • Corporate Finance
ng its International Mergers and
Discovering New Opportunity in Acquisitions 2010: • M&A
a Changing Environment in New
March 31-April 1, 2010. Designed York on
to give you the most up-to-date infor
current international M&A landscap mation on the
e, leading M&A experts from Cana
will provide you with: da and the United States
• The latest financial and legal deve
lopments in international M&A SPONSORSHIP AND
• The countries and the sectors whe
• A focus on the opportunities in
re the deals are being made—and
the hot deals for 2010 EXHIBITION 0PPORTUNITIES
four countries: the United Stat
and India es, Canada, China
Sponsoring or exhibiting at International
• Innovative financing techniques Mergers and Acquisitions in 2010 is an excellent
• The newest opportunities in obta opportunity for your company to showcase its
ining bank and private equity fina
• The newest dangers in due diligence— ncing products and services to an audience of
including the increasingly strong enfo
FCPA, creating potential minefield rcement of the institutional investors. For more information on
s for corporations and their executive
• How to effectively acquire distr s.
essed businesses—or bargain effe sponsoring or exhibiting at this or upcoming
one ctively if you are
events, please call Mario Matulich on 212-885-
2719 or e-mail mario.matulich@iqpc.com.
This conference is worth its weight
in gold. With the enormous amount
that’s involved in all of these deals of money—and risk--
, every single tip can pay off hand
them from some of the best peop somely. So why not get
le in the field? This conference will
opportunity! give you that
This is an outstanding learning expe
FUTURE IQPC
rience—and I look forward to seein
Kindest regards,
g you in New York! FINANCE EVENTS
February:
DC Plans Summit
2/24- 2/25/2010 New York, New York
Fred Sagel, M.A., LL.M
March:
Conference Director
Foundations & Endowments
3/24-3/25/2010 New York, New York
2 Register Online at www.MandASummit.com or Call 1-800-882-8684

3. MAIN CONFERENCE DAY 1 WEDNESDAY,
MARCH 31, 2010
8:00 Registration and Continental Breakfast 1:00 Dealmakers’ Power Panel
Legends of Wall Street and the business community will convene
8:45 Opening Remarks from the Co-Chair to chart the course of the future of transaction finance, private
equity and legal deal making issues. With an uncertain economy
9:00 M&A Forecast 2010: Which Countries and that brings significant risks and targeted opportunities, these
Sectors Offer the Greatest Opportunities? dealmakers will share their vision and strategy of the types of
As the fallout from the great recession settles, which industries are transactions that they are seeing in their business. This is an
poised for shake-ups, and which sectors in what countries will invaluable opportunity to hear from the best in a not-to-be-missed
present the greatest M&A opportunities in the next year? This session.
panel will give you the prognosis on national and international
Marc Brown
M&A activity for the coming year. You will learn:
Managing Director, Corporate Development
• The countries and regions likely to see significant M&A activity MICROSOFT
• Sectors offering the greatest acquisition opportunities in 2010
Philip Brown
• How—and why—the tech industry is ready for takeover this
Managing Partner
year
TORYS (New York, NY)
• The ins and outs of M&A in the health care sector—who’s ripe
for takeover and why Duncan O’Brien
• The deals that will dominate the year General Manager of Corporate Development
• Why defense and consumer products will be hot industries GENERAL ELECTRIC COMPANY (Fairfield, CT)
• The industries that will scare away dealmakers
Gary W. Parr
• Outlook for large scale industry consolidation
Deputy Chairman
• Where weaker companies will likely be forced to merge
LAZARD (New York, NY)
Andre L. Hidi
Gregg Walker
Executive Managing Director and Head of M&A, Global
Senior Vice President of Corporate Development
BMO CAPITAL MARKETS (Toronto, ON)
SONY CORPORATION OF AMERICA (New York, NY)
Robert Kindler
Vice Chairman, Global Head of M&A 2:30 Shareholder Activism in the Wake of the
MORGAN STANLEY (New York, NY) Economic Crisis: Building Trust
Recent events have reduced the level of trust between companies
Karim Pakravan and their many stakeholders. Investors, employees, customers,
Associate Professor of Finance regulations, and the general public. are far more skeptical than
DePAUL UNIVERSITY (Chicago, IL) before. A rise in shareholder activism and the adoption of “say on
pay” provisions and proposed changes to corporate governance
10:15 Networking Refreshment Break regulations will require greater shareholder collaboration in the
future. And how will that affect governance? Find out from this
10:45 Innovative Alternative Financing Options for expert panel, which will examine how changing stakeholder
M&As in 2010 expectations will affect governance in 2010, including:
Experts contend that credit markets have been tighter in the last • Implementing “say on pay” resolutions effectively
12 months than at any time since the last great depression, but all • How executive compensation evolved and shareholder
indications are that markets may be starting to open up. This engagement began—and where it sits today
panel will examine the current state of bank and non-bank credit • The new power of the emerging shareholders—and how to
markets, alternative options for financing M&A transactions, deal build their trust
terms and fees and how buyers can protect themselves from the • Majority voting and the elimination of slate director elections
downside risks of deal non-completion. This fascinating forum •
The role of independent directors
features both national and international experts. • Directors’ liability: new threats
• How directors should respond to potential shareholder activism
Jonathan Malkin • Increased transparency in financial and social responsibility
Vice President reporting
CERBERUS CAPITAL MANAGEMENT (New York, NY) • How to build the trust required for successful M&A
Joseph Stein III William D. Anderson Jr.
Managing Partner, Head of the Financing Group Managing Director
PETER J. SOLOMON COMPANY (New York, NY) GOLDMAN SACHS & CO. (New York, NY)
11:45 Networking Luncheon for Speakers and Gary Hawton
Delegates Chief Executive Officer
MERITAS MUTUAL FUNDS (Toronto, ON)
Special Luncheon Speaker
John Lonski Patrick McGurn
Chief Economist Special Counsel
MOODY’S CAPITAL MARKETS INSTITUTIONAL SHAREHOLDER SERVICES (Rockville, MD)
3:30 Refreshment Break
3 Register Online at www.MandASummit.com or Call 1-800-882-8684

4. MAIN CONFERENCE DAY 1 CONTINUED
3:45 The Very Latest on the Acquisition of a Troubled is the FCPA. In this session, you will hear due diligence and FCPA
Business experts discuss what measures successful organizations are using
Timing is everything, and bargain-hunting investors are indicating to be certain that they are maximizing the success of the deals
that now could be a good time to acquire troubled assets. they will be making. You will learn:
Certainly, the mergers and acquisitions market is not crowded right Proper due diligence—and lessons to be learned
now. U.S. deal volume in the third quarter was the slowest period • The important steps that need to be take during target
by dollar value since the third quarter of 2004, according to The selection
Wall Street Journal. • The newest due diligence measures—and the specific areas that
require a special focus
Meanwhile, there is no shortage of potential acquisition targets. • The due diligence required for culture, key talent and HR
With large declines in the global markets, stock prices are at
delivery systems—factors that have been historically
below-average levels, based on a 10-year price-to-earnings
downplayed
average. And the number of troubled assets available for sale • What is absolutely necessary in the integration process—and
continues to rise. Opportunistic companies with healthy balance how do you discover it
sheets and access to cheap sources of financing may be in a good • Methods to ensure that the post-acquisition workforce is
position to execute on long-term growth strategies. Timing the optimized
market is a notoriously difficult task, however, especially in today's • The experience of a highly successful acquirer in completing
volatile environment. Corporate buyers face additional complexities over 36 successful acquisitions
when trying to identify the right moment to purchase a distressed
asset. How to Avoid FCPA Liability with Due Diligence
• The ever-increasing liability and damages for FCPA violations—
Peter Fishman both personal and corporate
Director, Financial Restructuring • The FCPA dangers lurking for any company contemplating a
HOULIHAN LOKEY (San Francisco, CA) merger
• Lessons learned from the costly Siemens case—and others
Charles C. Reardon • Taking the right steps to avoid FCPA liability
Partner • Using the right due diligence to detect FCPA violations
CARL MARKS & COMPANY (Vienna, VA) • How corporate executives can avoid personal liability—which is
J. Scott Victor increasing dramatically
Managing Director Mona Pearl
SSG CAPITAL ADVISORS (West Conshohoken, PA) Founder & CEO
www.BEYONDASTRATEGY.com
4:45 Danger Alert: M&A Surge Means Greater
Cutting-Edge Due Diligence—from Cultural Gerri King
Integration to FCPA Exposure President
With the economic uncertainty and the need of some acquirers to HUMAN DYNAMICS ASSOCIATES (Concord, NH)
do deals beyond their recent purview will make it more important Anne Caputo
than ever to make corporate development best practices more Executive Director
important than ever. Due diligence has never become more DOW JONES & COMPANY (Washington, D.C.)
important. And one of the greatest dangers that can expose
companies and directors to great corporate and personal liability— 5:45 Conference Adjourns
MID-CONFERENCE WORKSHOP THURSDAY,
APRIL 1, 2010
8:00-10:15
An Intricate Guide to Conducting Due Diligence What We Will Cover:
for M&A in Foreign Countries An Invaluable Guide • The types of due diligence that are required depending upon the nature of the services of
for Every American Corporation the vendor
Recent experiences in enforcement have clearly shown that any company • The exact degree of effort required to scrutinize a potential intermediary or partner
which does international business will face serious civil and criminal • How to gather information about the officers and directors of the foreign partners or
consequences as well as severe financial penalties if the foreign third intermediaries while still honoring privacy laws
parties they deal with commit bribery or other corrupt moves. Continual • The steps required to monitor intermediaries once you establish your relationship with them
compliance becomes a strong imperative. But the exact nature of that • The steps you should perform for in-house due diligence
compliance is often not understood by officials in U.S. companies. • Using cost-effective measures to carry on your due diligence
You will learn: Workshop Leaders
• The most cutting-edge strategies every U.S. company requires for Larry V. Buel, Director, International and Domestic Agreements, Compliance,
M&A compliance RAYTHEON COMPANY (Washington, D.C.)
• How to investigate your potential business partners Anne Caputo, Executive Director
• Establishing the proper policies for due diligence DOW JONES & COMPANY (Washington, D.C.)
• The exact requirements you are expected to know about your foreign
partners or intermediaries Mona Pearl, Founder & CEO
www.BEYONDASTRATEGY.com
4 Register Online at www.MandASummit.com or Call 1-800-882-8684

5. MAIN CONFERENCE DAY 2 THURSDAY,
APRIL 1, 2010
10:00 Opening Remarks from the Co-Chair 1:45 Opportunity Knocks: Taking Advantage of the
Latest Chinese M&A Activity
10:15 Solving the Critical Issues in Cross-Border Deals Most financial experts agree that the global financial trend is
Deal activity is increasingly global. Multinational corporations shifting to Asia, most notably China. China’s robust economic
continue to look for opportunities in emerging markets to expand growth has fueled a number of mergers and acquisitions that are
their customer base and maximize operations, with India and facing new challenges and opportunities during the downturn. Its
China being a prime draw of late. Buyers from countries with legal environment has become more transparent and the
strong currencies relative to the U.S. dollar are on a shopping regulatory framework is relatively complete. As well, many
spree for American and Canadian targets and foreign direct Chinese companies have been cashing in on a weak U.S. dollar
investment is also on the upswing in the U.S., at a rate outpacing and stepping up their presence in the North American M&A
most other nations. Beyond a discussion of these trends, this panel market. In this session, learn about:
will also distill the complexities of transacting abroad, the primary • The critical sectors for M&A: while investment in
legal obstacles and the risk-reward trade-offs of working in the manufacturing continues to grow, a significant number of
international deal community. You will learn: foreign Chinese investors have invested in areas such as:
• The latest important factors in negotiating a cross-border deal • service
• Conditionality • high-tech
• Deal protections and executive compensation issues • new resources
• Regulatory impediments • consumer related activities
• Dealing with the differences in Delaware law and Canadian law • How China will increase overseas M&A by 40% in 2010—with
in a Canadian-U.S. transaction a deal volume of $30-$35 billion
• the new developments in poison pills • The major challenge for foreign companies doing M&A in
• overcoming regulatory hurdles China
• making the transaction work easier • Understanding China’s new regulations in the context of its
investment policies and overall development goals
Cory Fraiberg • Why it is so important for foreign companies to be sensitive to
Managing Director
delicate issues with respect to law, culture and public relations
RBC CAPITAL MARKETS (New York, NY) • How to properly allocate management resources to attend to
Hon. Travis Laster companies’ strategic issues on China
Vice Chancellor • What the Chinese companies are looking for when they invest
SUPREME COURT OF DELAWARE (Wilmington, DE) in Canada and the U.S.
• The challenges involved in the Chinese lack of experience in
11:15 The Exciting New Opportunities for Canadian international deals
M&A John L. Rogers
There is new excitement in Canada about M&A, where whole new
President
opportunities abound. Pension funds and private equity are
MIDWEST US-CHINA ASSOCIATION (Chicago, IL)
eagerly eyeing income trusts, a lucrative investment vehicle, before
they are phased out in 2011—or are acquired. Canadian
3:00 Refreshment Break
companies came out of the economic downturn quite strong, so
many are better positioned as buyers than their counterparts in
3:15 India: Interesting Opportunities Beyond
the United States and elsewhere as countries emerge from the
Outsourcing
recession. In this fascinating discussion, learn about:
In the last 10 years, India has become a leading global force that
• The new opportunities in Canadian M&A
offers business opportunities in a number of sectors. Within 30
• Where international buyers will find attractive investments
years, it will become the most populous nation on earth and, as
•
New developments: what you are seeing now that you
such, presents enormous opportunities for M&A. In this section,
weren’t seeing a year ago
hear about both in bound and outbound business opportunities in
• Where the deals are likely to take place
India—and the potential they hold for North American business.
• Recent developments in Canadian M&A law
You will hear leading experts discuss the opportunities in India,
• How to deal with the 200 income trusts that have not yet
including:
converted to a corporation—and how they could be an • M&A opportunities in the market
attractive acquisition target • How the global financial markets impact M&A financing—and
• The opportunities for foreign M&A in Canada
to best deal with it
• How private equity players are moving into the market • Private equity and public M&A in India
Geoffrey Belsher • The most important sectors to keep an eye on
Global Head of Investment Banking • The outbound activity: how the Indian brand is being taken
CIBC WORLD MARKETS INC. (Toronto, ON) global
• Dealing effectively with the changing legal landscape
Dougal Macdonald
President and Managing Director Radhika Rajan
MORGAN STANLEY LTD. (Toronto, ON) Principal
THE CHATTERJEEE GROUP (New York, NY)
12:30 Networking Luncheon for Speakers and
Delegates 4:15 Conference Concludes
SPECIAL LUNCHEON SPEAKER
Dr. Karim Pakravan
Associate Professor of Finance
DePAUL UNIVERSITY (Chicago, IL)
5 Register Online at www.MandASummit.com or Call 1-800-882-8684

6. International
MERGERS & DISCOVERING NEW OPPORTUNITY
IN A CHANGING ENVIRONMENT
ACQUISITIONS NEW YORK, NY
TM
MARCH 31-APRIL 1, 2010
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REGISTER:
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