Deal or No Deal

Join us for the ACC SFBA’s biggest event of the year! A full day of CLE topics focused on contracts, transactions, and related case law.  All in-house counsel are welcome.  Join us for 1 session or all.  The event will feature:

✯ 6 hrs. CA CLE programs ✯

✯ Opportunities to connect with members & sponsors ✯

✯ Networking breakfast and lunch ✯

✯ Cocktail reception ✯

✯ Chance to win business card draw prizes ✯

AGENDA

7:30 AM - 8:30 AM | TRANSPERFECT LEGAL
Networking Breakfast

_____________________________________
8:30 AM - 9:30 AM | EXTERRO
What Data Risks are Hiding in Your Deals?

This session will delve into the unseen data challenges that can arise during deal-making, from regulatory compliance to cybersecurity and data retention, with a focus on key areas like mergers and acquisitions, contract management, and onboarding new technology. Gain insights to help safeguard your organization and navigate complex data landscapes effectively in any transaction.

Speakers:
Rebecca Perry, Managing Director of GTM Strategy & Operations -Privacy & Data Governance Solutions, Exterro
Sushila Chanana, Partner, Farella Braun + Martel 
Paola Zeni, Chief Privacy Officer, RingCentral

_____________________________________
9:45 AM - 10:45 AM | WILSON SONSINI
Recent Changes to Statutory/Regulatory Framework in the Context of M&A Deals 

Wilson Sonsini partners Ben Crosson and Dylan Savage will discuss recent changes to several different regulatory and/or statutory frameworks, as these changes could have implications in the M&A context and beyond. Ben and Dylan will be joined by Christina Latta, Senior Director and Associate General Counsel, Employment & Litigation at Upstart.

The presenters will begin by discussing the recently revised guidance regarding the Evaluation of Corporate Compliance Programs put forth by the Department of Justice in September 2024. They will walk through the updated priorities articulated by the DOJ (including M&A due diligence), and what these priorities mean for companies and their compliance regimes. Then, they will discuss the August 2024 revisions to the Delaware General Corporation Law, which came on the heels of (and in response to) several controversial Delaware Chancery Court decisions impacting how companies should approach certain elements of M&A.

Speakers:
Ben Crosson, Partner, Wilson Sonsini
Dylan Savage, Partner, Wilson Sonsini
Christina Latta, Senior Director and Associate General Counsel, Employment & Litigation, Upstart

_____________________________________
11:00 AM - 12:00 PM | SIMMONS & SIMMONS
Global Ripples of Emerging Regulation

The panel will delve into privacy, online harms, platform liability, cyber security, AI regulation, anti-trust considerations, mass litigation and share experience-based views on how each of these is having a wider impact.  The discussion will serve as a check list of areas to consider as businesses evaluate transactions, market expansion and related risks in markets outside the US.  This promises to be an insightful discussion with views on the prospect of greater harmonization to make emerging markets less challenging for US businesses.

Speakers:
Emily Jones – Head of US office and Partner, Simmons & Simmons
Raza Rizvi –  Middle East TMT Lead and Partner, Simmons & Simmons
Sophie Sheldon – Partner, Simmons & Simmons
David Kidman – Partner, Simmons & Simmons

_____________________________________
12:00 PM - 12:45 PM
Lunch

_____________________________________
12:45 PM - 1:45 PM | MINTZ
M&A Deals and IP: Insider Tips for a Successful Deal

M&A deals that involve IP bring unique challenges and considerations. Smart and proactive planning can ensure a smooth transaction, while missteps can slow or halt a deal permanently.  In this dynamic discussion, get insider advice from the perspective of a patent attorney, M&A lawyer, insurance broker, and in-house counsel. Find out what actions to take when preparing for and during a deal. Learn what issues can arise post-close, and how to plan for them.

Speakers:
Alex Trimble, PhD, Member, Mintz
Thomas Earnest, Member, Mintz
Emily Maier, SVP, Head of Transactional Insurance, Woodruff Sawyer
Spencer Chen, General Counsel, Subtle Medical, Inc.

_____________________________________
2:00 PM – 3:00 PM | COZEN O’CONNOR
What’s on the Horizon in 2025 for California Workplaces

 Autumn always brings a flurry of new bills and requirements for California employers.  Governor Newsom has been busy, signing numerous bills on issues ranging from AI in the workplace, local enforcement of employment discrimination claims, intersectional discrimination, expanded protection for victims of crime or abuse, protections for freelancers, “captive audience” prohibitions, paid family leave, voluntary social compliance audits, and more.  In this session we will look at these new employment laws, when they go into effect, and what is required for compliance.  We will also discuss steps you can take now to ensure you are ready for 2025.

Speakers:
Michelle Miller, Chair, West Coast Labor & Employment, Cozen O'Connor
Walter Stella, Member, Cozen O'Connor

_____________________________________
3:15 PM – 4:15 PM | FARELLA BRAUN + MARTEL
When Deals Go Bad: Risks of Failed Business Ventures 

This session will delve into the risks associated with failed business venture negotiations, specifically focusing on the potential for NDA breaches, trade secret misappropriation, and patent infringement. Through real-world case studies—including our own experiences—participants will gain insight into how and why these issues arise, the impact on businesses, and best practices for safeguarding proprietary information in uncertain deal-making scenarios. This program offers a blend of practical advice and cautionary tales to equip attendees with the knowledge to navigate the complexities of high-stakes negotiations.

Key topics to be discussed:

• Tips and tools to implement now to avoid trade secret litigation
• Practical tips for implementing and monitoring deal clean rooms
• How to define and implement need-to-know access to confidential information
• NDA contract clauses to implement and avoid
• Patent infringement risks

Speakers:
Jeff Fisher, Partner, Farella Braun + Martel
Eugene Mar, Partner, Farella Braun + Martel

_____________________________________
4:15 PM - 5:30 PM
Networking Reception