Professional Practice

Past 3 Months

Corporate & Securities

From the program: Venture Capital 2013: Nuts and Bolts

Released on: Mar. 14, 2013

A thorough understanding of current market practice, deal terms and conditions, transaction documents and applicable securities, regulatory and ethical issues is critical in the venture capital business. This program, designed for those seeking a secure foundation in the venture capital field, will teach you the essentials of venture capital. From examining the anatomy of a venture capital deal, to participating in a mock term sheet negotiation, to ...

Released on: Mar. 5, 2013

Taken from the briefing Preparing and Disclosing Financial Projections in Public M&A recorded February, 2013. Sullivan & Cromwell LLP M&A partners Francis J. Aquila and Krishna Veeraraghavan will discuss the basics of preparing and disclosing financial projections in public mergers and acquisitions transactions.   Lecture Topics  [Total Time: 01:02:58] Best practices of a target board in having financial forecasts ...

Recorded on: Mar. 5, 2013

Taken from the briefing ERISA Controlled Group Liability for Private Equity Funds: Fully Covered or Over Exposed? recorded February, 2013. The presentation will focus on the court and administrative decisions addressing whether ERISA's controlled group liability provisions expose investment fund assets (including minority investments) to the pension plan liabilities of distressed portfolio companies. Lecture Topics [Total Time: ...

From the program: Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives

Released on: Mar. 19, 2013

Over the past several years, virtually all going private transactions and most public company mergers have led almost immediately to merger-related litigation.  These litigations have a unique dynamic given their interaction with corporation transactions that typically move on a highly accelerated timeline.  Merger litigation is also often complicated by the fact that multiple suits are often filed in different venues (both state and federal) ...

Recorded on: Mar. 6, 2013

Taken from the briefing "Tightening the Chokehold" - An Overview of Enhanced OFAC Sanctions and Enforcement recorded March, 2013. The United States has ratcheted up its pressure on bad-actor states- Iran, in particular - through a series of enactments that strengthen sanctions administered by the Office of Foreign Assets Control (“OFAC”). In the words of one Congresswoman, this legislation “seeks to tighten the chokehold ...

From the program: Broker-Dealer and Adviser Regulatory Compliance Forum 2013

Released on: Mar. 6, 2013

Brokerage and advisory firms' compliance programs are under intense regulatory scrutiny. In this program, you will be provided with expert analysis regarding today’s hot topics impacting the relevant regulatory framework, as well as practical considerations regarding the design and implementation of such programs. A distinguished faculty of practitioners and regulators will review current regulatory initiatives and recent examination ...

From the program: Spin-offs 2013

Released on: Mar. 7, 2013

Business separation transactions represented over 40% of all M&A transactions in 2011.  An increasing proportion of them have taken the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale.  But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them?  This program will provide an in-depth perspective on the factors ...

Released on: Mar. 7, 2013

Taken from the briefing Health Care Reform: An Employer's Essential Guide recorded February, 2013. Guidance on health care reform is coming in fast and from all angles.  The departments of Health and Human Services, Treasury and Labor have recently been releasing proposed rules in droves, with much more to come on the horizon.  Employers must already contend with several of the new rules, and other looming requirements will become effective ...

Recorded on: Mar. 8, 2013

Taken from the briefing International Banking, Part II: Foreign Banks Accessing the U.S. Markets recorded March, 2013. Foreign banks are increasingly seeking to diversify their financing opportunities.  With careful planning, banks can access U.S. investors without subjecting themselves to the securities registration requirements applicable to public offerings and to ongoing disclosure and governance requirements applicable to U.S. ...

From the program: The SEC Speaks in 2013

Released on: Mar. 9, 2013

Over the past year, the Commission has been engaged in a broad range of rulemaking projects and other initiatives to implement the newly-enacted Jumpstart Our Business Startups Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The Commission has been working to implement the provisions of the JOBS Act, including with regard to the use of general solicitation and general advertising in certain private offerings, new exemptions ...

Recorded on: Mar. 12, 2013

Taken from the briefing Navigating the Requirements for Derivatives Trading: Title VII of Dodd-Frank recorded March, 2013.Now that the rulemaking relating to Title VII of the Dodd-Frank Act has been nearly finalized, market participants are preparing themselves to function in a very different derivatives market.  Title VII imposes a comprehensive regulatory framework for derivatives, and requires both end-users and dealers to adopt ...

Released on: Mar. 12, 2013

Taken from the briefing Doing Business in Russia recorded February, 2013. As one of the world’s most important and growing economies, Russia continues to be a significant destination for global investment. Russia is a country rich in natural resources that has a highly-skilled and well-educated work force. Over the past decade, the Russian economy has demonstrated growth at rates exceeding most developed countries, doubling disposable ...

From the program: Doing Deals 2013: The Art of M&A Transactional Practice

Released on: Mar. 27, 2013

The M&A market has been experiencing a period of great expectations, with economic anxiety creating uncertainty about the future.  Increased volumes of tender offers, hostile deals, activist campaigns, as well as spin-offs, has been an important trend, while the use of innovative structuring mechanisms, such as contingent value rights, has been another.  M&A participants continue to raise questions about what “the market” ...

From the program: Investment Management Institute 2013

Released on: Mar. 22, 2013

You’ll hear expert panelists discuss: significant business and legal developments in the investment management area over the past year and important regulatory initiatives such as: The SEC’s regulatory agenda Potential new regulations affecting money-market funds Potential SEC staff guidance regarding derivatives used by registered funds Potential new regulatory initiatives relating to target date funds and exchange-traded ...

From the program: Asset Based Financing Strategies 2013

Released on: Mar. 25, 2013

Asset-based financing is a key source of credit for small and medium-size companies and for some larger, publicly traded companies as well. In contrast to equity financing where ownership in the company is diluted, asset-based financing allows companies to use their own assets to generate cash flow. In structuring these loans, lenders and their counsel must consider all senior interests in the collateral, as well as the practical difficulties in ...

Recorded on: Mar. 19, 2013

Taken from the briefing Defending Corporations and Executives in Congressional Investigations 2013 recorded March, 2013.Congressional investigations, in which corporate executives are called to account by Congress in televised hearings, have long been a fixture of American politics. And they often exact a steep price for individual corporate executives and the companies they represent. Yet few corporations are as prepared to handle congressional ...

From the program: Securities Offerings 2013: A Public Offering: How It Is Done

Released on: Mar. 29, 2013

This course tracks a public offering from the initial kickoff meeting to the closing dinner.  The session has a practical focus on translating the law of securities offerings into the actual mechanics of starting and completing a public offering.  The “how to do it” approach includes the preparation of registration statements, the SEC review and comment process, stock exchange listing and pricing mechanics.  The course will ...

Released on: Mar. 27, 2013

Taken from the briefing Life Sciences M&A: You are Not Buying Widgets - Special Considerations that You Need to Know to Buy and Sell Life Sciences Companies or Assets recorded March, 2013. Handling an acquisition or divestiture deal involving pharmaceutical products, biologics, medical devices, diagnostics or the like can be challenging. These deals often involve critical intellectual property and complex regulatory assets and/or third party ...

Released on: Mar. 28, 2013

Taken from the briefing SEC Focus on Asset Valuation: What Fund Managers Should Know recorded March, 2013. For the past year, top officials of the Securities and Exchange Commission (“SEC”) have repeatedly identified the valuation of illiquid assets held by registered funds and private equity and hedge funds as one of the regulatory agency’s top five areas of enforcement and examination focus. In a December action, the SEC charged ...

Released on: Apr. 2, 2013

Taken from the briefing Europe for Sale? European M&A Opportunities and Challenges in 2013 recorded March, 2013. Against a backdrop of economic and political uncertainty, the European capital markets are undoubtedly in turmoil. Valuations of many European companies have slipped and several companies are seeking to divest non-core businesses and operations to improve their balance sheets. In addition, some European companies are nearing the ...

Recorded on: Apr. 2, 2013

Taken from the briefing International Banking, Part IV: Foreign Banks Issuing Covered Bonds into the U.S.recorded March, 2013.Despite the sovereign crisis and heightened volatility, the covered bond market remains very attractive.  Foreign banks continue to access the U.S. markets with covered bond offerings.  We will discuss the market environment, the legal and regulatory considerations, and the process for an exempt offering by a ...

Released on: Apr. 4, 2013

Taken from the briefing International Banking, Part III: SEC Registration for Foreign Banks recorded March, 2013. Foreign banks seeking to diversify their financing opportunities may consider SEC registration. This briefing will focus on the registration process; disclosure considerations for financial institutions; and compliance, governance and ongoing reporting. Lecture Topics  [Total Time: 01:05:06] The registration process and ...

Recorded on: Apr. 5, 2013

Taken from the briefing High-Stakes Corporate Compliance: Reducing Risk and Managing Potential Sanctionsrecorded April, 2013.The past few years have seen significant increases in compliance-related investigations, suspensions and debarments, and other actions by government agencies, regulators, and law enforcement. Many government enforcement actions focus on perceived weaknesses in corporate ethical culture, and require the appointment of independent ...

Released on: Apr. 8, 2013

Taken from the briefing Supreme Court's Amgen Inc. v. Connecticut Retirement Plans & Trust Funds: Class Certification of Securities Fraud Actions recorded March, 2013. The Supreme Court handed down its decision in Amgen Inc. v. Connecticut Retirement Plans & Trust Funds, No. 11-1085, on February 27, 2013, and held that plaintiffs asserting claims for violations of Section 10(b) of the Securities Exchange Act of 1934 need not, at the class ...

Recorded on: Apr. 9, 2013

Taken from the briefing Special Problems in Representing Foreign Companies in US Criminal Investigationsrecorded April, 2013.At an accelerating rate, Department of Justice criminal investigations of antitrust, FCPA, money-laundering, financial fraud and other areas focus on foreign companies. A US lawyer representing a foreign company in such an investigation is likely to encounter cultural, institutional and legal disconnects with the US criminal ...