Preliminary Agenda Topics

• Safeguarding deals against economic and geopolitical events
• Structuring deals in a changing regulatory environment
• Has the playbook changed? Are there new approaches to the M&A process?
• How is AI and technology impacting the dealmaking process?
• Target Diligence: Avoiding oversights when evaluating a deal, and what market factors should be considered? How is AI in the mix?
• Successfully identifying acquisition synergies
• What exit options and controls should be negotiated up front?
• What impact will the new Administration have on the M&A market? Exploring the impact of tariffs
• Is the Board on-board with the pipeline?
• Where is the current market for R&W insurance, indemnification caps, exclusions, retention bonuses and premiums?
• Properly performing FCPA and sanctions diligence

• What new best practices and data sources are being used to help create a more robust pipeline development process?
• Standards for Go-Shop Clauses, NDAs, Letters of Intent and Indicators of Interest
• How are dealmakers using AI to more precisely filter and screen targets? Can tech help with assessing the degree of closing difficulty?
• Establishing clear objectives and criteria for your deal flow
• What changes in the process are being explored to make it more agile?
• Pipeline Metrics: Tracking potential targets in the pipeline, conversion rates and deal closure time
• What tools can be used to make go-no-go decisions quicker?
• Are there overlooked risks in coordinating agreements, and what methods can help prevent standstills?
• Best practices for developing a post-merger integration plan early in the process
• What recent changes in deal terms are coming under scrutiny during the negotiating process?

• Advantages of spin-offs vs. carve-outs vs. hybrid structures vs. sales in the current environment
• Should the assessments come from the M&A team or from the Board and CEO?
• How to deal with a shareholder activist calling for a divestiture
• What are the essential steps to executing a proactive and skillful separation?
• How can dealmakers plan proactively to minimize delays in the process?
• How AI is being used to identify key financial and operational metrics, market trends, potential risks and insights into the potential value of a divestiture
• Best practices for exit and buyout provisions?

• The importance of negotiating critical closing points from the start
• What are dealmakers doing to shift the allocation of risk among counterparties and third-parties? Making sure one party does not control the closing
• Important indemnities to include in your risk allocation strategy
• Negotiating a buyer holdback
• What is the current sentiment on transaction insurance?
• When should shareholders be engaged? Dealing with opposition from key stakeholders
• Incorporating and addressing union workforces
• When to engage institutional investors and financial media
• Leveraging experienced advisors and negotiators to minimize complex issues
• What deal provisions have changed in the current environment?
• Best practices for addressing labor issues in cross-border deals

• How are sophisticated dealmakers using AI platforms to enhance acquisition evaluation and asses the viability of a deal
• AI-driven target identification, screening and selection
• Data analysis and its impact on due diligence and risk assessment
• Using third-party analytics to speed up the deal
• Are AI-driven predictive analysis models better able to assess the financial performance and growth prospects of a target company?
• Are there applications for AI to identify unrealistic integration costs and timing?
• How will generative AI change M&A in 2026?

• Discuss current thresholds and revisions related to HSR filling requirements. What do current review periods look like?
• How are regulators factoring in the role of “data” in mergers in digital markets, technology and other market sectors?
• Discuss the nature of enhanced information requests from the Agencies regarding market dynamics, competitive threats and potential impacts on consumers
• Are dealmakers anticipating changes in the treatment of divestitures and other potential remedies under the current Administration?
• Prospects for increased / reduced enforcement from the DOJ and FTC and how this is impacting the overall M&A market
• The importance of working with antitrust experts to ensure compliance, prepare for extensive investigations, and crafting deal strategies to meet the heighted scrutiny
• Can you ‘test the waters’ with antitrust regulators before agreeing to the deal?
• Standards and best practices for disclosing corporate relationships
• How can corporate deal makers effectively engage with state attorneys general and foreign competition authorities?

• Are there insights from the wave of activist campaigns that are pushing for divestitures?
• What’s behind the high volume of campaigns from last year?
• The Trump Effect: Impacts of tariffs, tax cuts and de-regulation
• How are companies preempting potential interventions prior to an acquisition?
• What are all the “first time activists” looking at?
• Why are companies placing greater emphasis on updating their shareholder rights plans?
• Exploring the recent increase in M&A related and board representation demands
• Shareholder activist views on equity rollovers, contingent considerations, and employment agreements with deferred compensation

• What is the capital markets outlook for the rest of the year and into 2026?
• What are PE deal terms in the current environment? How are managers being innovative in their deal structures and financing?
• Private credit vs. traditional bank lending
• As interest rates start coming down, how will this impact PE dealflow?
• What type of firms are getting deals done? Is there a place for smaller, niche firms?
• Exploring cross-border and international buyers. What are the foreign direct investment challenges that need to be avoided?
• What other non-traditional financing structures are being explored?
• How are dealmakers using minority investments?
• How healthcare, technology and financial services are driving PE dealflow

• How has ESG due diligence become a critical aspect of deal evaluation?
• What are the impacts of recent Executive Orders around DEI?
• ESG can derail a deal – what are dealmakers looking for?
• Balancing the pressure of short-term success vs. long-term environmental and social economic sustainability
• Exploring Supreme Court decisions on affirmative action
• How important is it for companies to look for acquisitions that align with their corporate goals?
• Using AI to cross-check information, validate ESG data and identify inconsistencies or abnormalities
• Regulatory pressures, changing consumer expectations and recognition that sustainability can lead to long-term financial success
• How are deal teams uncovering problematic undercurrents across in a target? Can AI assist?

In the traditionally male-dominated M&A market, how can influential market players better support the growth of women in the industry? To attract more women into the field and cultivate them as leaders, organizations must invest in targeted initiatives such as promoting visibility for female role models, offering leadership and mentorship training, and creating clear pathways for career progression. This breakfast small group meeting encourages an open dialogue about gender biases and embedding diversity as a core business value to transform the market into one where women can thrive and lead.