Counsel to Counsel - September 2008 - (Page 3) C O M M E R C I A L T R A NSAC T IONS Martindale-Hubbell® Strategic Agreements Illustrations by Holly Haugen Counsel to Counsel A Forum on Best Practices in Corporate Legal Services Join an intimate, candid and practical peer-to-peer dialogue about issues you face. Upcoming SeSSion: new York citY • September 25 managing complex transactions: Leveraging best practices • Working with different players in the market: private equity, hedge funds, etc. • Dealing with the effects of recent market trends, globalization and the current regulatory environment on transactions • Effectively and efficiently managing the deal flow and the deal team, due diligence and post-deal integration • Evaluating and optimizing deal structures that create the most value for your company co-chairS: christina gross, Managing Director, Chief Operating Officer and Head of M&A, Deputy Head of Legal Americas, Legal and Compliance - Asset Management, credit Suisse Jay clemens, Senior Vice President & Deputy General Counsel, ebay, inc. Dyan L. gershman, Transactions and Finance Counsel, general electric co. Samuel W. Apicelli Partner Duane Morris LLP swapicelli@duanemorris.com Gregory Harrington Partner Arnold & Porter LLP Gregory.Harrington@aporter.com There is a saying in Southeast Asia that when the elephants dance, the mice step aside. That can seem particularly true when small companies form strategic alliance agreements with much larger companies. There are two things that small companies should remember. First, although a large company may look like an elephant, it’s really a big school of small fish. You need to find the smaller portion of the company where your product meets that group’s goal. Secondly, you need to find the person in the larger company who can be your internal champion. First, you need to understand your client’s goals. Is the alliance exclusive? Who owns the assets? Also, prepare your client for the negotiations. Discuss relative contributions, geographic or market reach, decision making within the alliance, division of profits, etc. Just as important, understand the other side. Why have they chosen to work with your client? What do they contribute (technology, access)? What other alliances have they formed? Finally, remember that this is an alliance, so find a way to address less pleasant issues—indemnification, termination, dispute resolution— amicably. c2c forums are free and exclusively for corporate counsel. attendees may receive up to 3.5 cLe credits. Space is limited. Reserve your place at the table today. web: www.martindale.com/c2c phone: 1-908-771-8630 e-maiL: c2c@martindale.com For more information about these lawyers and their firms, please visit www.martindale.com. www.martindale.com/c2c SEptEmbEr 2008 03 http://www.martindale.com/c2c http://www.martindale.com http://www.martindale.com/c2c
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