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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: Jul. 2, 2012

Taken from the briefing A Capital Idea? Proposed Changes to the U.S. Regulatory Capital Frameworkrecorded June, 2012. On June 12, 2012, the Federal banking agencies formally proposed for comment, in three separate but related proposals, significant changes to the U.S. regulatory capital framework: the Basel III Proposal, which applies the Basel III capital framework to almost all U.S. banking organizations; the Standardized Approach Proposal, ...

Recorded on: Dec. 6, 2012

Taken from the Web Program Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments Recorded December, 2012 in New York Accounting and Financial Reporting Developments and Priorities [01:15:28] Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements ASC 450 (FAS 5) contingencies Fair value accounting Impairments  ...

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. 14, 2012

Taken from the Web Program Antitrust Institute 2012: Developments & Hot Topics Recorded May, 2012 in New York Acquisitions and Mergers [01:05:58] Section 7 of the Clayton Act Revised Horizontal Merger Guidelines 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 non-reportable ...

Recorded on: Jun. 6, 2012

Taken from the Web Program Pocket MBA Summer 2012 Recorded June, 2012 in San Francisco A Detailed Look at Basic Financial Statements [01:32:37] 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  ...

Recorded on: Dec. 5, 2012

Taken from the Web Program Advanced Venture Capital 2012 Recorded December, 2012 in San Francisco Advanced Exits - M&A, IPO, Secondary Sales [02:03:46] M&A deal terms, including indemnity and waivers of claims Investor issues and protections Deal protective measures IPO developments JOBS Act and other regulatory considerations Secondary markets and liquidity programs The purchase price of this segment ...

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: Oct. 19, 2012

Taken from the Web Program Pocket MBA Fall 2012 Recorded October, 2012 in New York A Look at Financial Statements [01:46:55] Overview of the accounting process, roles and responsibilities, including an overview of internal financial reporting and accounting Overview and use of basic financial statements Select core accounting concepts, including: - Cash vs. accrual accounting - Fair value and mark-to-market - Capital ...

Recorded on: Oct. 23, 2012

Taken from the Web Program Advanced Patent Licensing 2012: Current Developments and Best Practices Recorded October, 2012 in San Francisco Analysis of a Patent License Agreement [02:02:00] The 30 page license agreement: where are the land mines? Are you a deal killer? When to kill the deal What makes a patent license fair for both sides? What are the hot legal buttons? Are patent owners becoming more willing to indemnify ...

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: Jun. 13, 2012

Taken from the briefing Antitrust Enforcement in the Health Care Industry: Current FTC and DOJ Activities recorded June 2012. With health care costs seemingly spiraling out of control, federal antitrust regulators have turned a watchful eye to the health care industry.  The FTC and DOJ have made it clear that they will aggressively challenge both new transactions and established practices they believe threaten competition.  ...

Recorded on: Sep. 10, 2012

Taken from the Web Program Hot Topics in Mergers & Acquisitions 2012 Recorded September, 2012 in New York Antitrust Issues for the M&A Lawyer [00:00:01] Understanding the current policy regime Industries under the spotlight Practical guidance on contract drafting The purchase price of this segment includes the following article(s) from the Course Handbook available online: In the Matter of ProMedica Health System, ...

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. 5, 2012

Taken from the Web Program Corporate Compliance and Ethics Institute 2012 Recorded May, 2012 in New York Audit/Assessment: Ensuring the Effectiveness of a Program [01:00:44] Best Practices in Compliance Auditing Program Assessment: How Do You Know if Your Program Is Working? What Metrics Matter Most to Compliance? Compliance and Ethics Surveys: Internal and External The purchase price of this segment includes the following ...

Recorded on: Sep. 13, 2012

Taken from the Web Program Directors' Institute on Corporate Governance (Tenth Annual) Recorded September, 2012 in New York Audit Committee [01:02:29] SOX - ten years later Auditor communications and rotation Audit and risk management Audit firm networks Audit report modifications The purchase price of this segment includes the following article(s) from the Course Handbook available online: PCAOB Reproposes ...

Recorded on: Jun. 11, 2012

Taken from the Web Program Fundamentals of Mutual Funds and Exchange-Traded Funds 2012 Recorded June, 2012 in New York Background: Mutual Funds and Exchange-Traded Funds [01:02:11] History The different types of mutual funds The mutual fund as a retail product and as a retirement vehicle The emergence of ETFs The purchase price of this segment includes the following article(s) from the Course Handbook available online:  ...

Recorded on: Sep. 10, 2012

Taken from the Web Program Hedge Funds 2012: Strategies and Structures for an Evolving Marketplace Recorded September, 2012 in New York Basic Hedge Fund Structures [01:00:07] Formation of domestic and offshore structures Current terms and conditions for hedge funds Developments regarding fee arrangements Fundraising activities, private placement requirements, pay-to-play issues The purchase price of this segment includes ...

Recorded on: Dec. 5, 2012

Taken from the briefing Basics of Export Controls 2012 recorded December, 2012. U.S. and multinational corporations are increasingly affected by the range of U.S. laws and regulations governing international trade. The Commerce Department's Bureau of Industry and Security (BIS), the State Department's Directorate of Defense Trade Controls (DDTC), and the Treasury Department's Office of Foreign Assets Control (OFAC) each plays an ...

Recorded on: May. 9, 2012

Taken from the Web Program The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2012 Recorded May, 2012 in New York Benchmarking: Key Anti-Corruption Issues [01:11:45] Assess your anti-corruption program against your competitors Understand new trends and best practices Determine answers to critical questions on training, diligence, entertainment of foreign officials, facilitation payments and commercial ...

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. ...