Corporate & Securities

Contract

Recorded on: Feb. 5, 2010

Just to start off by recognizing that through this crisis, both the vehicles set up in Delaware and in the Cayman Islands have proven very resilient. The structuring changes that have been made in the last six months are more tweaks than any material or earth-shattering changes to what we were doing before. In this presentation, Jim and I hope to provide some brief background on these vehicles and remind ourselves why they're used. We'll also look ...

Recorded on: Apr. 14, 2010

SPEAKER 1: OK, that's it for letters of credit. I'm going to give Ed De Sear, my partner in the securitization area, an extra minute here. Ed has been involved in some of the really ground breaking work in securitizations from the very beginning. And is widely regarded as one of the top securitization experts in the country. I think we're all going to enjoy hearing what he has to say. EDWARD DE SEAR: Thank you Ed. And Ed, to advance the slides? To ...

Recorded on: Apr. 14, 2010

ED: I'll give the podium over to Marsha. MARSHA SIMMS: Good morning, everyone. Thanks, Ed. As Ed mentioned, we talk to each other all the time. One of the other things that we do is we are all members of a listserv which is called UCC Law. And for those of you who are interested in joining, anyone can do that, please come up afterwards to me. I have the URL. And it's a good listserv in the sense that you can send in your questions and someone will ...

Recorded on: Apr. 14, 2010

EDWIN SMITH: OK. We are back live, for Letters of Credit. This is another topic I know you've all been waiting for. As you can tell, I got all the topics that nobody else wanted to do. But letters of credit are pretty important. And they're important in a lot of asset-based loan facilities. Now, let's start off with what is a letter of credit? This may be a little bit elementary for some of you. But others of you may not have come across letters ...

Recorded on: Apr. 14, 2010

SCOTT LESNE: Welcome back, everyone. We are now going to spend some time talking about, in a combined session, inventory, and then after that, Ed will be talking about chattel paper. Let me just give you a little historical perspective, generally, about asset-based lending. I was noticing the name of the program, "Asset-Based Financing in Today's Economy" in 2010. When I first attended this program, a long time ago, it was just called, ...

Recorded on: Apr. 14, 2010

SPEAKER 1: Good morning, everyone. I hope we're all ready for our second day of Asset Based Financing in Today's Economy. Today we're going to be talking about a number of different transactional issues in the morning. And in the early afternoon, we're going to be talking about assignments, participations, guarantees, multi-lender, multi-borrower issues. That's going to be followed by-- Christine is going to lead us through that. And Scott it's going ...

Recorded on: Apr. 14, 2010

PRESENTER 1: OK, we are ready to start our afternoon program. Marsha just reminded me. I wanted to urge all of you to please fill out your evaluations. Those turn out to be very useful to us. They tell us what materials to emphasize in the program, which ones to delete, what panelists to throw off the panel. They tell us lots of good things so please go ahead and fill them in. And now, Marsha's going to talk to us about acquisition finance. MARSHA ...

Recorded on: Apr. 14, 2010

CHRISTINE HAMM: My name is Christine Gould Hamm. I'm an attorney in the Kansas City office of Husch Blackwell and Sanders. I get the pleasure of following up the exciting discussion of chattel paper with the discussion of equipment financing and fixture financing. I also got you at the perfect time of day, so hopefully I can keep you awake right after lunch. I'm going to try very hard to not spend a lot of time on the topics you've already covered ...

Recorded on: Apr. 14, 2010

SCOTT LESNE: OK, well, welcome back. We're now going to move on to discussion of enforcement issues. Yesterday we talked a fair amount about how to obtain a perfected security interest in various types of collateral, and now we're going to talk a little bit about why that's really, really important. A lot of the issues that we talked about yesterday are all precursors or prerequisites to having a successful enforcement. The way I look at enforcement ...

Recorded on: Apr. 14, 2010

EDWIN SMITH: OK. Good afternoon everybody. We're going to start again after our luxurious break. I do want to pick up on a couple of questions, or comments, that have come up through the net. One dealt with deposit account control agreements. One of our viewers mentioned that she had a very difficult time negotiating a deposit account control agreement because of the depository banks request for an indemnity. And, this is very typical of a deposit ...

Recorded on: Apr. 27, 2011

Now, key to understanding how the rules of Article XI work in the context of asset based lending are they collateral categories. Article 9 divides the world of personal property up into various categories. And you need to understand what these categories are, because very often, the way in which you perfect the security interest, or the way in which a secured party obtains priority for its security interests, depends on how the collateral is classified. So ...

Recorded on: Apr. 27, 2011

R. MARSHALL GRODNER: Well, I guess, next we're going to turn a little bit to inventory financing. First, we have moving the line between what's the difference between inventory and the equipment? And before I get started, I wanted the thank Ed for the diversity on this panel. Looks like we're all diverse here, but really, I'm the poor dumb Southern boy that Ed got to be on the panel. And plus, I'm the bow tie wearing guy too. Exactly. Moving on. ...

Recorded on: Apr. 27, 2011

SCOTT A. LESSNE: Now, hopefully you'll all be able to understand me, because I don't have that same accent that Marshall does. When I've generally have provided overviews of Article 9, I've provided a subtitle. And I think it's applicable to we're talking about today also. And that is generally that Article 9 is your friend. And I'll tell you why I think that's important to know, Whether you're representing a borrower or a lender. Article 9 provides, ...

Recorded on: Apr. 27, 2011

EDWIN E. SMITH: OK, why don't we get started this afternoon? And we're now going to be talking about some areas we just touched on very briefly. My partner, Joanne De Silva, who does a lot of commercial lending work and asset based lending work is here. Joanne is going to tell us about some issues that arise relating to non UCC liens. Some issues that arise on intercreditor agreements between first and second lien holders. And then I'm going to walk ...

Recorded on: May. 10, 2011

L. FRANCIS HUCK: OK. So we're ready to start with the next panel, which is called Financing Commitments and Acquisition Agreement Terms. We've got three really preeminent, syndicated finance lawyers: two borrower-side types, and one lender-side type, but probably not quite fair. Yeah, they did put in the middle-- But the group includes Angela Fontana from Weil Gotshal in Dallas, one of my just favorite people to work with on the other side. You can't ...

Recorded on: Jan. 5, 2012

ALYSSA A. GRIKSCHEIT: Welcome back. We're now moving on to equity agreements and I'd like to introduce Kevin Sheridan. He's a partner in the New York office of Bingham McCutchen. He focuses on corporate work, M&A, and the alternative asset management sector. L. KEVIN SHERIDAN, JR.: Thanks, Alyssa. And thanks for coming back after lunch. Gavin told me he was afraid half the people were going to flee after the morning session. This is a tough ...

Recorded on: Jan. 5, 2012

ALYSSA A. GRIKSCHEIT: Great. We are live back for, as we promised, Deals Gone Bad and Ethics. I'd like to introduce our two speakers. First we'll hear from Eric Alan Stone. He's a partner at Paul Weiss, and he's in the litigation department with experience in litigation and arbitration. And then we will hear from Michael Sackheim, a partner of mine at Sidley Austin. And he concentrates on exchange traded and over the counter derivatives, regulatory ...

Recorded on: Jan. 5, 2012

GRACE O'HANLON: Good morning, my name is Grace O'Hanlon. I'm a program attorney with the Practising Law Institute. It's my pleasure to welcome you to our program, Drafting and Negotiating Corporate Agreements 2012. A welcome to our groupcast and webcast attendees as well. Now, it's my pleasure to introduce you to the chair of today's program, Alyssa Grikscheit. Alyssa is a partner in the New York office of Sidley Austin. She has a diverse corporate ...

Recorded on: Mar. 23, 2012

GRACE O'HANLON: Contact customer service. It's now my pleasure to introduce you to the chair of today's program, Vincent Martorana Vinny is counsel in the corporate and securities group with Reed Smith's New York office. His practice includes the representation of clients in domestic and cross border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private ...

Course Handbook from the program Asset Based Financing 2012, held April, 2012.

Course Handbook from the program Leveraged Financing 2012, held May, 2012.

Recorded on: May. 7, 2012

DAVID BRITTENHAM: All right, we're back and we're going to now hear from our second panel, three luminaries of leverage finance. Angela Fontana to the far right, a partner at Weil, Gotshal. Ann Makich, a partner at Cahill Gordon, and Marissa Wesely, a partner at Simpson Thacher. You're on. MARISSA WESELY: Well, it's great to be back here once again. It's always fun for us to get together and compare notes. Just to kick it off and sort of set the ...

Course Handbook from the program Pocket MBA Summer 2012, held June, 2012.

Recorded on: Jun. 6, 2012

ERIC B. SLOAN: So while our panelists are getting settled, this is our last panel of the day. This is a panel on closing business transactions. And before I let these guys get started, first let me introduce them. Drew Buechley is sitting to my immediate right. And to my far right is Michael Goodman. Drew and Michael are Senior Managing Directors, essentially partners, at Pharus Advisors in San Francisco and New York, respectively. Pharus is, I think, ...

From the program: Hedge Funds 2012: Strategies and Structures for an Evolving Marketplace

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. Lecture Topics  [01:03:19] Prime Brokerage Issues  [01:03:19] Mechanics of a prime brokerage trade Negotiating prime brokerage agreements Evaluating counterparty risks Effect of recent market events on the hedge fund/prime broker relationship The purchase price of this segment ...