“... the equivalent of Davos for the rainmaker crowd.”

–The New York Times

“… the industry’s main conference ... combining fried

oyster feasts, spirited debates and late-night crawls down

Bourbon Street.”

– Wall Street Journal

“ The annual spring fest at Tulane … is the most important

gathering of its kind … the preeminent annual conference

for M&A lawyers.”

–The Deal/Corporate Control Alert

“ Everybody who is anybody is there. You just can’t miss

New Orleans.”

–The M&A Journal

TULANE UNIVERSITY LAW SCHOOL

TWENTY-SIXTH ANNUAL

CORPORATE LAW INSTITUTE

MARCH 27 - 28, 2014

Roosevelt Waldorf-Astoria

New Orleans, Louisiana

26

26th TULANE

Thursday, March 27, 2014

8:00 - 8:15

Welcoming Remarks

Eileen Nugent, David Katz and Tulane Law School Dean,

David Meyer

8:15 - 9:15

A Global Banker’s Perspective of Deals in 2014

An experienced investment banker with significant international

experience will describe the M&A landscape for both global and

domestic transactions, highlighting significant trends with an

outlook for the remainder of 2014 and discuss how such trends

will affect M&A lawyers and their clients.

Michael Carr, Co-Head Americas M&A, Goldman, Sachs & Co.

9:15 - 10:30

M&A in 2014

This panel will examine recent trends in structuring and

negotiating M&A deals, including increasing use of tender offers

after the enactment of DGCL 251h, SEC developments, trends in

financing of deals and case law and practice developments

affecting terms of acquisition agreements, hostile deals, deal

protection and controlling shareholder transactions.

Eileen Nugent, moderator, Michael Aiello, Michele Anderson,

Michael Carr, Jeffrey Rosen and Faiza Saeed

10:30 - 10:45 Break

10:45 - 12:00

Cross-Border Transactions

This panel will explore the issues presented in deal-making

across borders, including issues presented by legal and social

differences in different jurisdictions, concerns over enforceability,

different dispute resolution and enforcement techniques, CFIUS

and other regulatory concerns.

George Bason and Robert Spatt, co-moderators, Michael

Carr, Matthew Herman, Peter Thomas and Robert Townsend

12:00 - 1:30 Lunch (on your own)

CORPORATE LAW INSTITUTE

1:30 - 2:00

Keynote Speech

The Corporate Law Institute is pleased to have as its keynote

speaker SEC Commissioner Daniel Gallagher who will focus

on developments in shareholder activism, corporate governance

and the proxy arena.

2:00 - 3:00

M&A Deal-Making and the Media: What Lawyers Should

Know

A perennial favorite with Tulane attendees, leading journalists

from The New York Times, Bloomberg News and other deal

professionals involved with stockholder communications describe

the evolving nature of how media works and how it affects M&A

deal-making in 2014.

Robert Kindler, moderator, Dana Mattioli, Jeff McCracken,

George Sard and Andrew Ross Sorkin

3:00 - 3:15 Break

3:15 - 4:30

Dealing with Shareholder Activism

Reflecting the continuing importance of shareholder activism and

its effect on M&A, these panelists will describe current issues

related to the ability to get deals done from the point-of-view of a

variety of constituencies involved in activist approaches and

responding to them.

David Katz, moderator, Daniel Burch, Chris Cernich,

Joele Frank, Victor Lewkow and Steve Wolosky

4:30 - 5:45

Delaware Developments

This panel will review and comment upon significant Delaware

case law developments in the past year, including In re MFW

Shareholders Litigation and In re Morton’s Restaurant Group.

Mark Gentile, moderator, Justice Henry duPont Ridgely,

Frederick Alexander, Paul Choi and Brad Davey

5:45 - 7:00 Cocktail Reception

Sponsored by the Office of the Delaware Secretary of State

26th TULANE CORPORATE LAW INSTITUTE

Friday, March 28, 2014

8:00 - 9:00

From Revlon to Unocal to Van Gorkom: A Conversation with

Marty Lipton

DealBook's Andrew Ross Sorkin will interview Martin Lipton of

Wachtell, Lipton, Rosen & Katz about his observations during his

decades of deal-making, changes he has experienced and his

views of what lies ahead for global deal-making for M&A

practitioners.

9:00 - 10:15

Corporate Investigations

This panel will discuss the challenges faced by issuers in dealing

with corporate investigations, including advising the board of

directors, dealing with privilege issues, dealing with disclosure and

stockholder communications issues as well as other related

litigation.

Patrick Fitzgerald, moderator, Patrick Craine, Michael

Gertzman, Peter Lyons, Kris Swanson and James Webb

10:15 - 10:30 Break

10:30 - 12:00

Early Stage Deal Considerations

This panel will examine the important issues presented at the early

stages of a deal, many of which set the stage for fiduciary and other

issues to come, including the importance of confidentiality

agreements and various issues that arise during their negotiation,

determining the structure of a deal and its approval processes,

considering the need for the creation of a special committee and

other issues.

Keith Pagnani, moderator, M. Adel Aslani-Far, Diane Holt

Frankle and Gregory Williams

12:00 - 12:15 Break (Boxed Lunch Pick-up)

12:15 - 2:15

Ethics and Professionalism

This panel will explore a number of the ethical and professionalism

issues facing corporate practitioners and litigators, including issues

that arise during structuring and negotiating a transaction.

Bruce Silverstein, moderator, Justice Henry duPont Ridgely,

Julie Duffy, John Villa and Kristine Wellman

Institute Chairpersons

Eileen T. Nugent Skadden, Arps, Slate, Meagher & Flom

David A. Katz Wachtell, Lipton, Rosen & Katz

Donald J. Wolfe, Jr. Potter Anderson & Corroon

New Orleans Sponsors

These New Orleans-based firms have supported the Institute throughout its 26 years, many since its inception. We are grateful for the continuing loyalty, enthusiasm and support of these firms:

Adams & Reese

Baker Donelson Bearman Caldwell & Berkowitz PC

Fishman Haygood Phelps Walmsley Willis & Swanson, LLP

Jones, Walker, Waechter, Poitevent, Carrere & Denegre LLP

Lowe, Stein, Hoffman, Allweiss & Hauver, LLP

McGlinchey Stafford PLLC

Phelps Dunbar LLP

Stone Pigman Walther Wittmann LLC

A Note of Appreciation

Our Planning Committee and Faculty are volunteers. Without their generous contributions of time, thought and energy, Tulane would not be able to bring you this “most important gathering of its kind.” We thank them for their gifts.

Institute Dates:

Registration:

Program Time:

Location:

CLE Credit:

Fee:

Late Registration:

March 27 - 28, 2014

7:30am, March 27

8:00 - 5:45, March 27

8:00 - 2:15, March 28

Roosevelt Waldorf-Astoria

123 Baronne Street

New Orleans, LA

12.75 CLE credit hours (60

minute states) including one

hour of Ethics and one hour

of Professionalism

$895, $750 for additional

registrants from same firm

$925 (all registrations after

March 19)

26th TULANE CORPORATE LAW INSTITUTE

Professor William T. Allen NYU School of Law Professor Onnig Dombalagian Tulane Law School Jesse A. Finkelstein Richards, Layton & Finger Louis Y. Fishman Fishman Haygood Phelps Walmsley Willis & Swanson Michael D. Fricklas Viacom, Inc. Michael D. Goldman Potter Anderson & Corroon

Justice Jack B. Jacobs Supreme Court of Delaware Janet Langford Kelly Conoco Phillips Simon M. Lorne Millennium Partners Frederick C. Lowinger Sidley Austin David C. McBride Young, Conaway, Stargatt & Taylor Theodore N. Mirvis Wachtell, Lipton, Rosen & Katz

Justice Andrew G.T. Moore, II Gibbons P.C. Former Justice, Supreme Court of Delaware James C. Morphy Sullivan & Cromwell Kim K.W. Rucker Kraft Foods Group, Inc. A. Gilchrist Sparks, III Morris, Nichols, Arsht & Tunnell Honorable Leo E. Strine, Jr. Chief Justice, Delaware Supreme Court Donald J. Wolfe, Jr. Potter Anderson & Corroon

Michael J. Aiello Weil, Gotshal & Manges LLP Frederick H. Alexander* Morris, Nichols, Arsht & Tunnell Michele M. Anderson Securities and Exchange Commission M. Adel Aslani-Far Latham & Watkins LLP George R. Bason, Jr.* Davis Polk Wardell Daniel H. Burch MacKenzie Partners, Inc. Michael J. Carr Goldman, Sachs & Co. Christopher Cernich Institutional Shareholder Services Inc. Paul L. Choi* Sidley Austin Patrick K. Craine Chesapeake Energy Corporation T. Brad Davey Potter Anderson & Corroon Julie G. Duffy Textron Patrick Fitzgerald Skadden, Arps, Slate, Meagher & Flom Joele Frank Joele Frank, Wilkinson Brimmer Katcher Diane Holt Frankle Kaye Scholer LLP

Commissioner Daniel M. Gallagher Securities and Exchange Commission Mark J. Gentile* Richards, Layton & Finger Michael E. Gertzman Paul, Weiss, Rifkind, Wharton & Garrison Matthew Herman Freshfields Bruckhaus Deringer David A. Katz* Wachtell, Lipton, Rosen & Katz Robert A. Kindler* Morgan Stanley Victor I. Lewkow* Cleary, Gottlieb, Steen & Hamilton Martin Lipton Wachtell, Lipton, Rosen & Katz Peter D. Lyons* Shearman & Sterling Dana Mattioli The Wall Street Journal Jeffrey McCracken Bloomberg Eileen T. Nugent* Skadden, Arps, Slate, Meagher & Flom Keith A. Pagnani Sullivan & Cromwell LLP Justice Henry duPont Ridgely Supreme Court of Delaware Jeffrey J. Rosen Debevoise & Plimpton LLP

Faiza J. Saeed* Cravath, Swaine & Moore LLP George Sard Sard Verbinnen & Co. Bruce L. Silverstein* Young Conaway Stargatt & Taylor Andrew Ross Sorkin CNBC, DealBook Robert E. Spatt* Simpson Thacher & Bartlett LLP Kristofer K. Swanson PricewaterhouseCoopers LLP Peter C. Thomas Simpson Thacher & Bartlett LLP Robert S. Townsend Morrison & Foerster LLP John K. Villa Williams & Connolly, LLP James R. Webb Chesapeake Energy Corporation Kristine Wellman Capital One Gregory P. Williams Richards, Layton & Finger Steve Wolosky Olshan Frome Wolosky LLP

Planning Committee *Asterisked Faculty and:

Program Faculty

26th Corporate Law Institute ♦ March 27 - 28, 2014 ♦ Roosevelt Waldorf-Astoria

REGISTRATION FORM

I would like to register for the Institute at the rate of:

□ $895 First registrant from firm (before March 19) □ $750 Additional registrant (from same firm)

□ $925 Late registration (after March 19)

□ I would like to receive a boxed lunch on Friday, March 28.

□ I cannot attend the Institute but would like to order the course materials (on a flash drive). $125

Mr./Ms.

Name on Badge (if different from above):

Firm:

Address:

City: State: Zip:

Phone: ( ) - Email:

Bar membership state(s) and number(s):

♦♦♦

To register online, please visit www.law.tulane.edu/corporate (VISA or MasterCard ONLY)

To register by mail, send registration form and check payable to: Tulane CLE

200 Broadway, Suite 203

New Orleans, LA 70118

For more information, call 504.865.5900, email mcle@tulane.edu or visit www.law.tulane.edu/corporate

Remember to reserve your hotel room early as space is limited.

Registration On-line registration is available at www.law.tulane.edu/corporate. The Standard Registration Fee is $895 for the first person from a firm or organization. A reduced fee of $750 is offered for additional people from the same firm or organization, government employees, and non-profit organizations. Fee includes course material on a flash drive, refreshment breaks and cocktail reception on Thursday evening. ALL registrations received after March 19 will be charged the Late Registration Fee of $925. Tulane CLE accepts checks, cash, VISA and MasterCard. If you require special needs, please contact our office.

Cancellation & Refund Tulane CLE offers a $650 refund through March 19. All cancellations must be submitted in writing either via fax to 504.866.1583 or by email to Pat R. Smith at patsmith@tulane.edu no later than March 19. Course Material The Institute faculty always provides excellent course material covering the program topics. The extensive course material will be on a convenient flash drive. You may wish to bring your laptop to easily access the material at the conference; however hardcopies will be available to download before the program at www.law.tulane.edu/corporate.

If you are unable to attend the Institute, you may order the course material using the registration form. Please include payment of $125 with your order. CLE Credit Tulane CLE will assist in your reporting process. This program is being presented in Louisiana, a mandatory CLE state. Attorneys licensed in 60-minute states will receive a maximum of 12.75 hours for attending the Institute. Attorneys licensed in 50-minute states will receive a maximum of 15.3 hours of credit. The Institute includes one hour of ethics and one hour of professionalism.

General Information