Expansion structures: organic, mergers, acquisitions, joint ventures, other Structuring private equity acquisitions abroad Intellectual property and technology transfer issues Understanding local infrastructure, language and culture Staffing a deal team Due diligence and disclosures Dispute resolution mechanisms Transfer pricing, tax structures and repatriation of capital Financing availability

1. Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co.
Panel:
• Mark S. McNeill, Partner, International Arbitration Group, Shearman & Sterling LLP
• James D. Rosener, Head of International Practice Group, Managing Partner, New York
Office, Pepper Hamilton LLP
• David L. Forst, Partner, Tax, Fenwick & West LLP
• Neil Morganbesser, President, DelMorgan & Co.
© Copyright 2017 Expert Webcast – All Rights Reserved
STRATEGIES FOR US COMPANIES’
EXPANSION ABROAD
November 16, 2017

2. 1
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3. 2
MODERATOR: Alexander B. Kasdan, Senior Managing Director,
DelMorgan & Co., brings more than twenty-five years of senior-level Wall
Street advice to middle market companies, entrepreneurs and institutional
investors. He has extensive experience in investment banking, corporate law
and restructuring at world’s leading firms, including Credit Suisse First Boston,
O’Sullivan Graev & Karabell LLP (now O'Melveny & Myers LLP), Battle
Fowler LLP (now Paul Hastings LLP) and Schlumberger Ltd., and as a
founding partner of Convergence Capital Partners. Alex has worked on more
than 100 domestic and cross-border transactions in North America, Europe and
Africa.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm
established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners
with corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable
discussions attracting business leaders and leading professionals from around
the world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree
in Economics and Italian and was elected to Phi Beta Kappa during his junior
year. In addition, he holds a J.D. degree from Columbia University Law School
and has studied at the University of Florence in Italy.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
+1 310 980 1718 mobile
+1 310 935 3826 office
ak@delmorganco.com
www.delmorganco.com

4. 3
Panelist: Mark S. McNeill, Partner at Shearman & Sterling LLP,
leads the firm’s international arbitration team in London.
For nearly two decades, he has acted as advocate in numerous
commercial and investment treaty arbitrations, including in matters
involving intellectual property, technology, nuclear construction,
pharmaceuticals, mergers & acquisitions, oil & gas, taxation, mining,
insurance and reinsurance. He also serves as an arbitrator and is listed
on the ICDR International Panel of Arbitrators and CPR’s Panel of
Distinguished Neutrals. Since 2014, he has lectured on International
Investment Arbitration at Sciences Po Law School in Paris. He is
admitted to practice in New York, is an Avocat at the Paris Bar and a
Solicitor of the Supreme Court of England and Wales.
He previously served as Attorney-Adviser in the Office of the Legal
Adviser of the U.S. Department of State where he represented the US
Government in investment arbitrations submitted under the North
American Free Trade Agreement. He received his law degree from
New York University School of Law and holds a post-graduate degree
in international relations from the Johns Hopkins University Paul Nitze
School of Advanced International Studies.
9 Appold Street
London EC2A 2AP
T: +44 20 7655 5758
F: +44 20 7655 5500
mark.mcneill@shearman.com
www.shearman.com

5. 4
Panelist: James D. Rosener is a partner in the Commercial Department of
Pepper Hamilton LLP. He heads the firm's International Practice Group, is
managing partner of the New York office and has served as a member of the
firm’s Executive Committee. His practice is devoted primarily to representing
private equity, funds and others in mergers and acquisitions and corporate
financing transactions.
Mr. Rosener has represented domestic and foreign private equity funds in
transactions in over 70 countries, including platform and follow-on acquisitions
by portfolio companies, distressed buyouts, including in bankruptcy, corporate
carve-outs and restructurings. He also has represented U.S.-based companies in
transactions throughout Europe, Latin America and Asia (particularly, India and
China), as well as several European, Indian, South American and Japanese
companies in merger and acquisitions and financing transactions as well as joint
ventures. In addition, he also has represented management-led groups in the
acquisition of businesses from divesting corporations.
Mr. Rosener has published numerous articles and lectures around the world
frequently on legal issues relating to business.
Mr. Rosener holds a B.S. degree from Lehigh University, an M.B.A. from
Fairleigh Dickinson University at Madison, and a J.D. from Delaware Law
School (since been renamed Widener University School of Law).
The New York Times Building
37th Floor
620 Eighth Avenue
New York, NY 10018-14051
United States
1. 212.808.2717
rosenerj@pepperlaw.com
www.pepperlaw.com

6. 5
Panelist: David L. Forst is a Partner, Tax at Fenwick & West LLP. He
focuses on international corporate taxation. David is included in Legal
Media Group's Tax Advisers Expert Guide. He is also in the Legal 500 Hall
of Fame and Law and Business Research’s International Who’s Who of
Corporate and Tax Lawyers (for the past seven years). David is listed
in Chambers USA America's Leading Lawyers for Business (2011-2016), and
has been named a Northern California Super Lawyer in Tax by San
Francisco Magazine.
David is a lecturer at Stanford Law School and UC Berkeley Law School
where he focuses on international taxation. ​He is an editor of and regular
contributor to the Journal of Taxation, where his publications have included
articles on international joint ventures, international tax aspects of mergers
and acquisitions, the dual consolidated loss regulations, and foreign currency
issues. He is a regular contributor to the Journal of Passthrough Entities,
where he writes a column on international issues. David is a frequent chair
and speaker at tax conferences, including the NYU Tax Institute, the Tax
Executives Institute, and the International Fiscal Association.
David holds a J.D. with distinction from Stanford Law School and an A.B.
from Princeton University, Woodrow Wilson School of Public and
International Affairs, cum laude, Phi Beta Kappa.
801 California Street
Mountain View, CA 94041
650-335-7254
dforst@fenwick.com
www.fenwick.com

7. 6
Panelist: Neil Morganbesser is co-Founder and President & CEO of DelMorgan & Co.
where he provides senior leadership within the firm and helps oversee all client engagements. Mr.
Morganbesser is also CEO of Globalist Capital LLC, DelMorgan’s broker-dealer affiliate. Mr.
Morganbesser has over 25 years of experience providing financial and strategic advice to a full
range of clients, including entrepreneurs, large corporations, governments, family businesses,
private equity funds, and special committees of public companies.
Mr. Morganbesser has been affiliated with some of the leading institutions in the world, and his
experience ranges from representing the offshore owners in the sale of a small, private U.S.
company for $10 million to representing the special committee of a large, public company in a $9
billion negotiated management buyout with a highly complex financial structure.
Mr. Morganbesser has truly global experience with the most sophisticated transactions, across a
broad range of industries and in a large number of jurisdictions, as the lead banker on a wide
variety of transactional and other advisory assignments, including domestic and cross-border
mergers, acquisitions, joint ventures, sales and divestitures, restructurings, special committee
assignments, unsolicited acquisitions and hostile defense. With transactional experience in over
30 countries, Mr. Morganbesser has successfully advised on over 100 transactions.
Until May 2008, Mr. Morganbesser was the head of West Coast and Asia Mergers & Acquisitions
at Bear Stearns & Co., as a Senior Managing Director based in Los Angeles. Prior to joining
Bear Stearns in May 2001, Mr. Morganbesser was an investment banker in the Mergers,
Acquisitions and Restructuring Department at Morgan Stanley (in New York and Los
Angeles). From 1990-1993, Mr. Morganbesser was a corporate and M&A attorney at Wachtell,
Lipton, Rosen & Katz.
Mr. Morganbesser graduated with an A.B. magna cum laude in Applied Mathematics /
Economics from Harvard University (Phi Beta Kappa) in 1986 and received his J.D. and M.B.A.
degrees (Order of the Coif, with honors) from Stanford University in 1990.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
(310) 319-2000
nm@delmorganco.com
www.delmorganco.com

8. 7
MAJOR TOPICS:
• Expansion structures: organic, mergers, acquisitions, joint
ventures, other
• Structuring private equity acquisitions abroad
• Intellectual property and technology transfer issues
• Understanding local infrastructure, language and culture
• Staffing a deal team
• Due diligence and disclosures
• Process and record-keeping
• Dispute resolution mechanisms
• Transfer pricing, tax structures and repatriation of capital
• Financing availability