The panels were moderated by partners Sally Yates from the firm’s Atlanta office and Michael Urschel from the firm’s New York office. Following the panels, the firm hosted a networking reception.
CORPORATE CULTURE
The corporate culture panel included Akinyemi Akiwowo, Vice President and Counsel in Global Litigation and Regulatory Enforcement at Morgan Stanley; Erika Engelson, the Americas Head of Litigation at Deutsche Bank; Jennifer Gordon, Partner and Managing Director, Chief Compliance Officer and Deputy Chief Operating Officer at TSSP; Alec Koch, a partner in the Washington, D.C. office of King & Spalding; and David Levine, the Chief Legal Officer of Oz Management. Corporate culture has become an increasing focus in the financial services sector because important intangibles such as corporate culture and shared values drives an increasingly greater share of the value and profitability of an organization. Culture refers to the broad range of shared values, beliefs, and assumptions that shape the behavior of organizations, and these unwritten rules may guide thousands of employee decisions throughout an organization. The panelists noted that a healthy culture serves as a unifying force that can drive short-term and long-term value creation through shared strategies, a unified workplace, talent retention and help from other third parties that are integral to an organization. On the other hand, red flags may include instances of high performers being allowed to operate outside established policies, an environment where sharing bad news is discouraged, or recognition being tied to relationships rather than skills. The speakers noted that leaders should ensure that the highest levels of an organization demonstrate that acting with integrity and valuing diversity is essential and take active steps to ensure that the desired culture is being communicated and actualized.
TRANSACTIONAL DUE DILIGENCE
The transactional due diligence panel included Mary Doherty, Director and Associate General Counsel at Deutsche Bank; Peter Walgren, Director in Investment Banking in Non-Traditional Securitization at Barclays; Elizabeth Morgan, a partner in King & Spalding’s New York office; and Chris Holt, General Counsel in Private Equity and M&A at Cerberus. The panel explained that the rationale and scope of diligence will differ depending on whether the diligence is being done in the context of financing, private equity or M&A. Transactional diligence not only includes legal diligence, but also business, accounting and other financial diligence. Properly-conducted diligence serves purposes of understanding and valuing assets in connection with acquisitions, in addition to fulsome disclosure and due diligence defense preservation in the context of a securities offering. In M&A diligence, buy-side diligence seeks to understand if a business can be acquired and valued and if so, how it can be run post-acquisition and what risks are involved in the acquired business. The panelists also noted that in the context of a securities offering or lending transaction, the lenders or underwriters use due diligence to gather information about the credit parties or issuers, both for their own credit decisions and to properly disclosure the assets and risks of a business to investors. Additionally, an important objective for underwriters is satisfying their due diligence defense for purposes of securities liability. The speakers emphasized the importance of an orderly process and clear work product as well as discussing certain substantive diligence points and policies important to their institutions.
