Professional Practice

This Year

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Corporate & Securities

Recorded on: Jan. 15, 2013

Taken from the Web Program Secured Transactions 2013: What Lawyers Need to Know About UCC Article 9 NY Recorded January, 2013 in New York A. Basic Building Blocks: Attachment, Perfection,and Priority; B. Drafting the Security Agreement [01:15:39] A. Basic Building Blocks: Attachment, Perfection, and Priority Does Article 9 apply to the transaction? What does a security agreement require? When does an oral security agreement ...

Recorded on: Jan. 10, 2013

Taken from the Web Program Drafting and Negotiating Corporate Agreements 2013 Recorded January, 2013 in New York A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements; B. Letters of Intent, Confidentiality and Standstill Agreements [00:56:55] A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements The range of corporate agreements Controlling the process Understanding ...

Recorded on: Mar. 4, 2013

Taken from the Web Program Venture Capital 2013: Nuts and Bolts Recorded February, 2013 in New York A. Positioning Your Company for Venture Capital Financing/B. Anatomy of a Venture Capital Deal [01:28:24] A. Positioning Your Company for Venture Capital Financing Key issues in company formation Founders’ stock arrangements Angel and seed financing B. Anatomy of a Venture Capital Deal   Equity structures ...

Recorded on: Feb. 28, 2013

Taken from the Web Program The SEC Speaks in 2013 Recorded February, 2013 in Washington Accounting [01:13:25] Current financial disclosure issues Accounting and auditing issues International accounting issues Emerging practice issues Enforcement issues and trends The purchase price of this segment includes the following article(s) from the Course Handbook available online: Work Plan for the Consideration ...

Recorded on: May. 16, 2013

Taken from the Web Program Bankruptcy & Reorganizations 2013: Current Developments Recorded April, 2013 in New YorkAcquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability [01:01:24] Process, procedures and litigation - break-up and topping fees Structuring and negotiating bids - Los Angeles Dodgers; Texas Rangers, GM, Chrysler, and small and medium cases Sales free and clear and grounds for objections ...

Recorded on: May. 14, 2013

Taken from the Web Program Antitrust Institute 2013: Developments & Hot Topics Recorded May, 2013 in New YorkAcquisitions and Mergers [01:19:20] Section 7 of the Clayton Act Revised Horizontal Merger Guidelines- what do you need to know? Critical H-S-R reporting updates What are the latest enforcement activities at federal and state levels? Recent decisions involving unilateral and coordinated competitive effects Investigations of ...

Recorded on: Jun. 5, 2013

Taken from the Web Program Pocket MBA Summer 2013: Finance for Lawyers Recorded June, 2013 in San FranciscoA Detailed Look at Financial Statements [01:30:43] 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 ...

Recorded on: Jan. 29, 2013

Taken from the Web Program Mergers & Acquisitions 2013: Trends and Developments Recorded January, 2013 in New York Advising the Board of Directors [01:01:51] Directors’ fiduciary duties-trends in the Delaware case law Business Judgment Rule Importance of independent directors Reliance upon third-party advisors and fairness opinions Need for special committees Enhanced scrutiny Considerations applicable ...

Recorded on: Feb. 4, 2013

Taken from the briefing Affordable Care Act: Compliance Program Considerations for Health Care Providersrecorded February, 2013. Compliance efforts are heating up under the Affordable Care Act (ACA).  Enforcement activities at both the state and federal level are on the rise making compliance programs and plans for the health care industry a must.  Under the ACA, mandatory plans will be required for certain providers by March 23, ...

Recorded on: Jun. 6, 2013

Taken from the Web Program Global Capital Markets & the U.S. Securities Laws 2013: Raising Capital in an Evolving Regulatory Environment Recorded June, 2013 in New YorkAlternative Investment Vehicles and Derivatives Regulation [00:56:45] Private equity and hedge fund regulation Investment Company Act and broker-dealer issues in global practice EU and SEC approaches to alternative investment funds Developments with global derivatives regulation ...

Recorded on: Apr. 12, 2013

Taken from the Web Program How to Prepare an Initial Public Offering 2013 Recorded April, 2013 in New YorkAn Overview of the IPO Registration Process [01:11:21] Current state of the IPO market Considerations at the planning stage of an IPO Drafting of the registration statement and reduced disclosure requirements for emerging growth companies The purchase price of this segment includes the following article(s) from the Course Handbook available ...

Recorded on: Jan. 23, 2013

Taken from the briefing Art of the Deal 2.0 - Web 2.0 Issues in Technology Acquisitions recorded January, 2013. Web 2.0 has introduced a new breed of assets to the 21st century.  M&A lawyers who once sold plant and equipment, then trademarks, copyrights, and patents, now need to be expert in the acquisition of these elusive assets.  Yet practice in this area has yet to adapt to Friends, Channels, and App Ratings.  This ...

Recorded on: Apr. 30, 2013

Taken from the Web Program First Annual Institute on Corporate & Securities Law in Hong Kong 2013 Recorded April, 2013 in Hong KongAsian Capital Markets: India, China, Korea and Singapore [01:02:32] Comparison of Asian capital markets common practices Raising capital in India, China, Korea and Singapore New deals in Asian capital markets Convergence: status of accounting standards and practices Hot issues in the frontier economies The ...

Recorded on: Jun. 4, 2013

Taken from the briefing Basel III and Derivatives Exposures: Understanding the Regulatory Capital Effectsrecorded May, 2013.The implementation of Basel III in the U.S. and in other jurisdictions may or may not be just around the corner, but it is none too soon for banking organizations to embark on the process of understanding how the evolving regulatory capital regime will affect their balance sheets and operations. One key area of impact will ...

Recorded on: May. 6, 2013

Taken from the Web Program The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2013 Recorded May, 2013 in New YorkBenchmarking Panel - Understanding What Your Peers and Competitors are Doing [01:22:59] Training Hospitality to “foreign officials” Voluntary disclosure Facilitation payments Use of outside counsel Due diligence Risk assessments Moderator: Richard GrimeSpeakers: William B. Jacobson, Mark F. ...

Recorded on: Feb. 25, 2013

Taken from the Web Program Broker-Dealer and Adviser Regulatory Compliance Forum 2013 Recorded February, 2013 in New York Broker-dealer and Adviser Advertising Developments [01:03:03] New FINRA public communication rules Internal Use Only Material: Complying with the new “reason to believe’ standard Backtested performance Private fund advertising under the JOBS Act The purchase price of this segment includes ...

Recorded on: Feb. 5, 2013

Taken from the Web Program Hedge Fund Compliance & Regulation 2013 Recorded January, 2013 in New York Building an Effective Compliance Program [01:23:16] Regulatory focus in 2013: views from the SEC and NFA Designing an effective compliance program Implementation and testing Working with regulators and preparing for an exam   The purchase price of this segment includes the following article(s) from the Course ...

Recorded on: Jan. 17, 2013

Taken from the Web Program Real Estate M&A and REIT Transactions 2013 Recorded January, 2013 in New York Case Studies: REIT Acquisitions in a Globalizing World [00:00:01] Drivers of REIT combinations Overcoming impediments to the deal Structuring the deal: creative solutions to thorny issues Protecting the deal Key deal terms and contingencies Issues in multi-jurisdictional deals The purchase price of this ...

Recorded on: Apr. 25, 2013

Taken from the briefing Choices of Law in Acquisitions Agreements: U.S. vs. U.K. recorded April, 2013.What are the key differences between U.K. and U.S. law with respect to acquisition agreements? These days the M&A community is ever more focused on this question, as these differences are becoming of increasing commercial and strategic importance in sale processes, particularly auction sales where seller often gets to select the governing ...

Recorded on: May. 30, 2013

Taken from the Web Program New Jersey Basic CLE Marathon Recorded May, 2013 in New YorkCivil Trial Practice - The Trial [01:26:27] Trial Preparation – the 90 days before trial Motions in limine, evidence, stipulations Bench or jury trials Opening and closing statements Presentation of evidence and witness Post-trial motions Review of significant cases The purchase price of this segment includes the following article(s) from the Course ...

Recorded on: Apr. 22, 2013

Taken from the Web Program Private Placements and Other Financing Alternatives 2013 NY Recorded April, 2013 in New YorkCommunications Issues and Unannounced Offerings [00:59:19] Regulation FD Communications safe harbors Material nonpublic information Confidentiality and Non-Disclosure Agreements Standstills and trading prohibitions Compliance concerns for placement agents and underwriters The purchase price of this segment includes the ...

Recorded on: Feb. 21, 2013

Taken from the Web Program Corporate Governance - A Master Class 2013 NY Recorded February, 2013 in New York Continued Evolution in Auditing and Accounting [00:45:00] An energized PCAOB Part I - prospects for audit firm rotation An energized PCAOB Part II - nature of audits An energized PCAOB Part III - communications between auditors and audit committees IFRS update - will we land a woman on Mars before there is IFRS for ...

Recorded on: Jun. 11, 2013

Taken from the Web Program Cloud Computing 2013: Cut Through the Fluff & Tackle the Critical Stuff Recorded June, 2013 in San FranciscoContract Issues [01:35:22] 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 should/shouldn’t be included in key provisions?:- Privacy, data security and confidentiality- Indemnity and liability- Termination- ...

Recorded on: Jan. 28, 2013

Taken from the Web Program Securities Products of Insurance Companies in the Course of Regulatory Reform 2013 Recorded January, 2013 in New York Conversations with the SEC Staff [01:32:05] The SEC agenda for insurance products Staff standards for filings of product changes Core IA and IC inspection issues SRO or SEC for investment advisers The purchase price of this segment includes the following article(s) from the Course ...

Recorded on: May. 2, 2013

Taken from the Web Program Basics of Mutual Funds and Other Registered Investment Companies 2013 Recorded April, 2013 in New YorkCurrent Trends and Developments [01:04:07] Will ETFs displace mutual funds as the pooled investment vehicle for the retail investor Will hedge funds displace registered funds as the preferred 21st century investment? What other changes are afoot in the mutual fund industry? The purchase price of this segment includes ...