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A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies

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Recorded on: Jun. 11, 2014

Taken from the Web Program Acquiring or Selling the Privately Held Company 2014 Recorded June, 2014 in New YorkA. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies [01:30:44] A. Indemnification [45 minutes] Techniques and issues in negotiating indemnification provisions: “Baskets” “Caps” Partial indemnification “Sandbagging” Survival of warranties Control of defense of claims Director ...

A. Positioning Your Company for Venture Capital Financing B. Anatomy of a Venture Capital Deal

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Recorded on: Mar. 6, 2014

Taken from the Web Program Venture Capital 2014: Nuts and Bolts Recorded February, 2014 in New YorkA. Positioning Your Company for Venture Capital Financing B. Anatomy of a Venture Capital Deal [01:31:01] Key issues in company formation Founders’ stock arrangements Angel and seed financing B. Anatomy of a Venture Capital Deal Equity structures Financing documentation Securities law issues and private placement exemptions The purchase ...

Accounting and Auditing: Not Extra Credit, Mandatory for Lawyers

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Recorded on: Nov. 11, 2013

Taken from the Web Program 45th Annual Institute on Securities Regulation Recorded November, 2013 in New YorkAccounting and Auditing: Not Extra Credit, Mandatory for Lawyers [01:30:35] Tips for lawyers in interacting with auditors and audit committees What the SEC's Office of the Chief Accountant does and what Corp Fin’s Office of Chief Accountant does – where to go for what Key accounting and financial reporting issues at the SEC and FASB ...

A Detailed Look at Basic Financial Statements

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Recorded on: Oct. 18, 2013

Taken from the Web Program Pocket MBA Fall 2013: Finance for Lawyers Recorded October, 2013 in New YorkA Detailed Look at Basic Financial Statements [01:32:00] The purpose of financial statements- Reporting to stakeholders- Comparability Basic Financial Statements- Income Statement- Balance Sheet- Statement of Cash Flows- Statement of Shareholders’ Equity Accounting fundamentals and core concepts- Matching principle, accrual method- Historical ...

A Detailed Look at Financial Statements

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Recorded on: May. 6, 2014

Taken from the Web Program Pocket MBA Summer 2014: Finance for Lawyers and Other Professionals Recorded May, 2014 in San FranciscoA Detailed Look at Financial Statements [01:31:03] The purpose of financial statements Reporting to stakeholders Comparability Basic Financial Statements Income Statement Balance Sheet Statement of Cash Flows Statement of Shareholders’ Equity Accounting and reporting: SEC registered (public company) ...

Advanced Exits - M&A, IPO, Secondary Sales

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Recorded on: Dec. 4, 2013

Taken from the Web Program Advanced Venture Capital 2013 Recorded December, 2013 in San FranciscoAdvanced Exits - M&A, IPO, Secondary Sales [01:29:58] M&A deal terms, including indemnity and waivers of claims Investor issues and protections Deal protective measures IPO developments, JOBS Act crowdfunding Secondary markets and liquidity programs The purchase price of this segment includes the following article(s) from the Course ...

Basic Concepts

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Recorded on: Mar. 18, 2014

Taken from the Web Program Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail toConsider 2014 Recorded March, 2014 in New YorkBasic Concepts [01:27:53] Preliminary Matters The Framework of a Contract The purchase price of this segment includes the following article(s) from the Course Handbook available online: Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to ConsiderVincent R. Martorana Fundamental ...

Basics of Accounting for Lawyers 2014: What Every Practicing Lawyer Needs to Know -- Notes to the Financial Statements: The Rest of the Story

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From the program: Basics of Accounting for Lawyers 2014: What Every Practicing Lawyer Needs to Know

Recorded on: May. 15, 2014

Taken from the Web Program Basics of Accounting for Lawyers 2014: What Every Practicing Lawyer Needs to Know recorded May, 2014 in New York.Lecture Topics  [01:29:13]Notes to the Financial Statements: The Rest of the Story  [01:29:13]A practical discussion on using the financial statement notes to understand the financial statements, identify policies or transactions of interest, and enhance assessment of company performance and financial ...

Building a Patent Licensing Program

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Recorded on: Sep. 23, 2013

Taken from the Web Program Building a Law Department IP Licensing Program 2013: Driving Shareholder Value Recorded September, 2013 in San FranciscoBuilding a Patent Licensing Program [01:41:33] Defining strategy and objectives Determining value Getting executive and board alignment Corporate governance: role of shareholder activism on IP-adjusted enterprise value Direct versus indirect licensing Sustaining product (patent) development ...

Clearing and Trading; End-Users; Margin for Cleared and Uncleared Transactions; Client Money Segregation; Default Management

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Recorded on: Oct. 25, 2013

Taken from the Web Program Advanced Swaps & Other Derivatives 2013 Recorded October, 2013 in New YorkClearing and Trading; End-Users; Margin for Cleared and Uncleared Transactions; Client Money Segregation; Default Management [01:30:44] Mandatory clearing and trading requirements SEFs and trading facilities, including definitions, exceptions, regulation and registration Margin, segregation, default management and focus on CCP default funds: ...

Cloud Computing 2014: Key Issues and Practical Guidance -- Contract Issues

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From the program: Cloud Computing 2014: Key Issues and Practical Guidance

Recorded on: Jun. 10, 2014

Taken from the Web Program Cloud Computing 2014: Key Issues and Practical Guidance recorded June, 2014 in San Francisco.Lecture Topics  [01:29:55]Contract Issues  [01:29:55] What can and can’t be negotiated in enterprise cloud-computing deals? What are the most significant issues for RFPs, due diligence and negotiations? What’s the range of reasonable outcomes on key provisions in cloud deals?: Privacy, data security and confidentiality ...

Commencing the Investigation: Considerations at the Outset

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Recorded on: Jul. 1, 2013

Taken from the Web Program Internal Investigations 2013 Recorded June, 2013 in New YorkCommencing the Investigation: Considerations at the Outset [01:27:55] How do you deal with allegations by a whistleblower? What are the labor and employment issues? When is an investigation warranted? Who should oversee the investigation? Who should conduct the investigation?In-house vs. outside counsel What is the appropriate scope of the investigation? ...

Commencing the Investigation: Considerations at the Outset

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Recorded on: Jun. 30, 2014

Taken from the Web Program Internal Investigations 2014 Recorded June, 2014 in New YorkCommencing the Investigation: Considerations at the Outset [01:35:00] How do you deal with allegations by a whistleblower? What are the labor and employment issues? When is an investigation warranted? Who should oversee the investigation? Who should conduct the investigation? In-house vs. outside counsel What is the appropriate scope of the investigation? ...

Conversations with the SEC Staff

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Recorded on: Jan. 27, 2014

Taken from the Web Program Securities Products of Insurance Companies in the Course of Regulatory Reform 2014 Recorded January, 2014 in New YorkConversations with the SEC Staff [01:23:56] A. Panel Discussion The SEC agenda for insurance products Perspectives on risk containment Core IA and IC inspection issues Joan E. Boros, Willie Davis, William J. Kotapish, Jeffrey S. Puretz B. Special Presentation: The SEC’s Agenda and Priorities ...

Current Topics in Professional Ethics for Accountants and Attorneys

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Recorded on: Jul. 23, 2013

Taken from the Web Program Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know Recorded July, 2013 in San FranciscoCurrent Topics in Professional Ethics for Accountants and Attorneys [01:30:43] As law, accounting and finance continue to intersect, every practicing attorney should be alert to areas of ethical risk, learn from the mistakes of others, and have a basic understanding of accountants’ ethical requirements, ...

Delaware Law Developments 2014: What All Business Lawyers Need to Know -- Recent Developments in Delaware Law

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From the program: Delaware Law Developments 2014: What All Business Lawyers Need to Know

Recorded on: May. 29, 2014

Taken from the Web Program Delaware Law Developments 2014: What All Business Lawyers Need to Know recorded May, 2014 in New York.Lecture Topics  [01:33:42]Recent Developments in Delaware Law  [01:33:42] Emerging outlines of aiding and abetting liability of board advisers and officers, including effect of directors’ section 102(b)(7) defense on aiding and abetting claims and impact of Rural Metro case. Recent developments in Entire ...

Doing Business in China

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Recorded on: May. 7, 2014

Taken from the Web Program The Foreign Corrupt Practices Act and International Anti-Corruption Developments in 2014 Recorded May, 2014 in New YorkDoing Business in China [01:34:35] Who is the client? Who owns the privilege? Dealing with other countries' governments, etc. Privacy and data security The purchase price of this segment includes the following article(s) from the Course Handbook available online: Akin Gump Antibribery/Foreign Corrupt ...

Doing Deals 2014: The Art of M&A Transactional Practice -- Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors

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From the program: Doing Deals 2014: The Art of M&A Transactional Practice

Recorded on: Mar. 17, 2014

Taken from the Web Program Doing Deals 2014: The Art of M&A Transactional Practice recorded March, 2014 in New York.Lecture Topics  [01:34:27]Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors  [01:34:27] Confidentiality agreements Emerging issues in working with financial advisors Effective auction techniques - from bid instruction to closing The purchase price of this segment includes the ...

Federal Tax Considerations

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Recorded on: Jan. 21, 2014

Taken from the Web Program Mergers & Acquisitions 2014: Trends and Developments Recorded January, 2014 in New YorkFederal Tax Considerations [01:31:47] Taxable acquisitions Tax-free reorganizations Asset vs. stock acquisitions Merger of equals Spin-offs and split-offs Section 382 and NOL rights plans S. FinkelsteinThe purchase price of this segment includes the following article(s) from the Course Handbook available online:

Financial Reform Overview

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Recorded on: Oct. 24, 2013

Taken from the Web Program Fundamental of Swaps & Other Derivatives 2013 Recorded October, 2013 in New YorkFinancial Reform Overview [01:31:52] Overview and effectiveness of Dodd-Frank Considerations for Swap Dealers, Security-Based Swap Dealers, Major Swap Participants and Major Security-Based Swap Participants End-user issues Extraterritorial application and steps to be taken today The purchase price of this segment includes the following ...

Financial Statements in Legal Practice

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Recorded on: Mar. 26, 2014

Taken from the Web Program How to Read Financial Statements 2014 Recorded March, 2014 in New YorkFinancial Statements in Legal Practice [01:28:49] Public vs. private company financial statement considerations Practical application of financial statements in the context of financing transactions Restating financial statements: litigation implications and more Regulatory enforcement and shareholder litigation involving financial statements ...

Foundational Principles

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Recorded on: Aug. 9, 2013

Taken from the Web Program Writing for Transactional Lawyers 2013 Recorded August, 2013 in New YorkFoundational Principles [01:25:38] Back to law school: A review of the basic principles of contract interpretation Discussion of winning transactional writing: What subject matter is typically in dispute, how to write to win, use of examples Litigators are your friends: Working with your colleagues at the drafting stages to identify potential ...

General Overview of Private Equity Funds

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Recorded on: Jul. 10, 2013

Taken from the Web Program Fourteenth Annual Private Equity Forum Recorded July, 2013 in New YorkGeneral Overview of Private Equity Funds [01:25:10] Securities Act of 1933 Investment Company Act of 1940 Securities Exchange Act of 1934 ERISA The purchase price of this segment includes the following article(s) from the Course Handbook available online: Significant Topics in Private EquityJohn D. Amorosi Regulation of Securities Offerings ...

Introduction to Securities Laws

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Recorded on: Aug. 2, 2013

Taken from the Web Program Understanding the Securities Laws 2013 Recorded July, 2013 in New YorkIntroduction to Securities Laws [01:43:03] Sources of securities law How to approach securities law Securities Act of 1933 Securities Exchange Act of 1934 Integrated disclosure system New rules for “emerging growth companies” What is a “security”? What is an “offer,” a “sale” and a “prospectus”? Who is an “underwriter”? The purchase ...

Leveraged Financing 2014 -- Leveraged Financing Today

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From the program: Leveraged Financing 2014

Recorded on: May. 14, 2014

Taken from the Web Program Leveraged Financing 2014 recorded May, 2014 in New York.Lecture Topics  [01:39:15]Leveraged Financing Today  [01:39:15] Market overview Private equity strategies Refinancing needs and techniques Sources of financing Trends in deal structures and terms Product, market and geographic comparisons Impact of tax, regulatory and accounting changes The purchase price of this segment ...

Featured Faculty/Authors
George M. Wilson, MBA, CPA

George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI

Katie M. Lachter

Katie M. Lachter ~ Hinshaw & Culbertson LLP

Alex Hao

Alex Hao ~ Jun He Law Offices