TMA Activist Investing Video Series

made possible in part by Skadden, Arps, Slate, Meagher & Flom LLP

produced by Victoria Creason, VLC Associates, LTD

moderated by The Honorable Kevin J. Carey, U.S. Bankruptcy Judge for the District of Delaware

Activism Impacts Everyone.

Cutting Edge Topic. Gold-Plated Panels. Prepare Yourself.

This three-part video series on activist shareholders will provide viewers a glimpse into every stage of the process. From a general overview of what activist investing means in today's business environment and how to manage activist investors, to contingency planning and how to control the message.

Part 1: Current Trends in Activist Investing

Moderator: Judge Kevin Carey

Panelists: Jenna Levine (Wachtell Lipton), Jay Goffman (Skadden), Dennis Dunne (Milbank), Lisa Donahue (AlixPartners), Bill Derrough (Moelis), Alan Carr (Drivetrain Advisors)

Topics covered:

1. Who are today's activist investors?
2. What are the goals of today's activist investors?
3. How do today's activist investors achieve goals?
4. What are early warning signals of potential activist interest?
5. What are the key factors for issuers to consider?

Part 2: Contingency Planning and Other Critical Issues in Managing Activist Investors

Moderator: Judge Kevin Carey

Panelists: Jenna Levine (Wachtell Lipton), Jay Goffman (Skadden), Dennis Dunne (Milbank), Bill Derrough (Moelis), Jack Williams (Baker Tilly/Georgia State University College of Law), Alan Carr (Drivetrain Advisors)

Topics covered:

1. What are the key strategies and effective responses for other issues and activists?
2. What are key considerations from a valuation perspective?
3. What are primary tactics to implement a solution?
4. What conflicts can arise in activist situations?
5. What are key regulatory considerations?

Part 3: Post-Restructuring Activism and Controlling the Message

Moderator: Judge Kevin Carey

Panelists: Jenna Levine (Wachtell Lipton), Jay Goffman (Skadden), Bill Derrough (Moelis), Lisa Donahue (AlixPartners), Alan Carr (Drivetrain Advisors), Mike Sitrick (Sitrick and Company)

Topics covered:

1. What can an issuer do to preempt or address activist pressure?
2. How can boards prepare for activist situations?
3. How do the dynamics of activism change post-restructuring?
4. How should post-restructuring boards respond to activism?
5. What are the key post-restructuring considerations?
6. How do you "control the messaging?"