Transaction Liability in Buying a Business: A New Frontier
Presented By: Aon / Proskauer Rose LLP
Learn about the evolving landscape of transaction liability in business acquisitions from a panel of serial acquirers and M&A advisors. You’ll hear about emerging risks for buyers, including cybersecurity threats, AI implications, and the geopolitical factors shaping buy-side deals, as well as glean valuable insights on how to better navigate the due diligence process.
Moderator:
Partner
Proskauer Rose LLP
Chris Ahn is a partner in the Mergers & Acquisitions and Private Equity Group. Chris advises private equity sponsors, other investors, private and public companies and investment banks on merger & acquisition transactions, including leveraged buyouts, joint ventures, restructurings, minority investments, growth equity investments and other strategic transactions.
Chris also serves as day-to-day legal advisor to numerous operating companies, including many of the portfolio companies owned or controlled by his sponsor clients, and is actively involved in many aspects of their businesses, including add-on acquisitions and commercial arrangements. He also has deep experience with non-traditional equity transactions, including debt-like preferred equity as third party financing, equity kickers and co-investments for private credit investors and debt for equity swaps involving troubled companies.
From 2018 until 2021, Chris served as General Counsel of James Perse, a global apparel, furniture, furnishings and lifestyle brand based in Los Angeles.
Chris is an active participant in firm administration and recruiting, and currently serves as co-chair of the Hiring Committee for the Los Angeles office.
Panelists:
EVP - Strategy, M&A and Business Partnerships
Church & Dwight
Brian is the Head of Strategy, M&A and Business Partnerships for Church & Dwight based out of Ewing, NJ – Church & Dwight is a manufacturer of consumer and specialty products and owns such iconic brands as Arm & Hammer, Trojan, OxiClean, Zicam, Waterpik, First Response, Vitafusion, Flawless, Hero Mighty Patch, TheraBreath, Nair and Orajel with net sales of over $5 billion and an enterprise value over $25 billion.
Since joining Church & Dwight in 2006 the company has acquired 19 brands with an aggregate transaction value over $6 billion including: Hero Mighty Patch acne patches, TheraBreath oral rinses, Zicam cold shortening products, Flawless hair removal devices, Waterpik water flossers, Passport Food Safety, Agro Biosciences Animal Nutrition, Viviscal hair care, Anusol hemorrhoid business, Toppik hair fiber care, Vi-Cor Animal Nutrition, RepHresh and Replens Women’s health brands, Avid Health (L’il Critters and VitaFusion gummy vitamins), OxiClean, Orajel, Simply Saline, Batiste, Toothtunes and Feline Pine brands and sold nine brands as well. Brian also is on the board of directors of the Armand Products JV in the Specialty Products Division for Church & Dwight.
Brian joined Church & Dwight in 2006 after a 10-year career on Wall Street, in Private Equity and Corporate M&A. Brian began his career working in the Healthcare Investment Banking Group at Morgan Stanley. Brian then went on to work in Private Equity at Columbia Capital in Washington, DC making over 20 direct investments totaling over $400 million in early stage Technology, Software and Telecommunications companies. Most recently prior to Church & Dwight he headed the M&A department at Lafarge North America which was the largest U.S. basic materials provider before being acquired in 2006.
He received his BS in Finance from Georgetown University.
Senior Vice President
Aon M&A and Transaction Solutions
Jerald Khoo is a Senior Vice President on Aon’s M&A and Transaction Solutions team, specializing as a broker of Representations and Warranties Insurance. Prior to joining Aon, Jerald was an attorney at Paul, Weiss, Rifkind, Wharton & Garrison LLP in their Corporate Department, where he represented public and private companies, private equity firms, and financial institutions on mergers and acquisitions, joint ventures, investments, restructurings, and corporate governance matters.
Managing Director
Stellex Capital Management
Mike Livanos is a Managing Director and founding member of Stellex Capital Management. Stellex is a private equity firm that invests in middle-market companies in North America and Europe through its offices in New York, Pittsburgh, Detroit and London. We seek to identify opportunities where we can deploy capital to provide stability, catalyze operational improvement and foster growth. We work closely with high quality management teams to unlock and enhance the value of the underlying franchise.
Mr. Livanos currently serves as a director on the boards of Continental Global Material Handling, Custom Glass Solutions, Dominion Hospitality, Fenix Parts, A. Stucki Company and is a board observer of AF Global. Prior to Stellex, Mr. Livanos held various roles at Barclays, Houlihan Lokey and Citigroup.
Mr. Livanos received his BS in Computer Science and Business Administration from Carnegie Mellon University and his MBA from Columbia Business School.
Partner & Chief Administrative Officer
Palladium Equity Partners
Ms. Mitchell joined Palladium in 2021 as a Managing Director. Ms. Mitchell serves as CAO of the firm. She also serves on the Board of Directors of Palladium portfolio company Envoy Global.
Prior to joining Palladium, Ms. Mitchell was a partner at O’Melveny & Myers, an international law firm founded in Los Angeles, California in 1885.
Before that, she was a partner at another international law firm and spent two years in the leverage finance group at CIBC World Markets.
She worked on numerous high-profile matters during her legal career, including representing the Governor of California in the PG&E case and Puerto Rico in its restructuring process.
She also has extensive experience building strong and cohesive teams, offices and practice groups throughout her career.
Ms. Mitchell earned a B.A. from Indiana University and a J.D. from the University of Michigan.
Principal
Heartwood Partners
Andrea is a Principal at Heartwood Partners. She leads the evaluation and diligence of investment opportunities as well as the oversight of portfolio companies. She currently serves on the board of directors for Sur-Seal, Patten Seed Company, Bush Brothers, and Royal Products.
Prior to joining Heartwood Partners, she spent 6 years in investment banking and asset management. Andrea earned her B.A. from The Johns Hopkins University and an MBA from the University of Chicago Booth School of Business.