Corporate & Securities

Contract

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: 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. 3, 2013

ALYSSA A. GRIKSCHEIT: Great. Welcome back. Thank you. It's now my pleasure to introduce Eric Alan Stone. He's a litigator. He's a partner at Paul Weiss. And he will talk to us about when deals go bad. ERIC ALAN STONE: Hi, folks. Nice to meet you all. So let me start by asking for a brief show of hands. How many of you are litigators? Oh my god, I'm alone. We're nine short of litigator minion. OK. All right. So giving the litigators lecture speech ...

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. 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: Mar. 18, 2013

CHRISTINE GOULD HAMM: Thank you, Ed. OK. Good morning. We're going to start off nice and easy. I know it's Monday morning at the time change just happened, so it feels much earlier than it is, even. So we'll start off nice and easy and we'll probably get to some more challenging and interesting topics as we move along. So Equipment Financing-- in your course handbook if you're following along there, the materials are at page 127, the presentation ...

Recorded on: Mar. 18, 2013

EDWIN SMITH: So at this point, we're going to go into ethics in asset based lending that some of you may say is an oxymoron. But we're going to try to deal with some ethical problems. And Christine Gould Hamm and myself are going to try to walk through these. Other panelists are encouraged to speak up, as is the audience. JUNE BASDEN: I made it so I would not be in the middle of the discussion. EDWIN SMITH: And I hope we get more from our people ...

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: May. 15, 2013

DAVID A. BRITTENHAM: This is a panel of speakers who've been on our program for a number of years now. And we're very happy to have them back. I'll give a brief introduction and then turn it over to them. To my immediate right is Angela Fontana. Angela is co-head of Weil US banking and finance practice. She is resident in the Dallas office. To her right is Ann Makich, who is a partner in Cahill's corporate practice group doing all manner of financing. ...

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 ...

From the program: Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider 2012

Released on: Apr. 6, 2012

Audio CD's from the program Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider 2012, held March, 2012.

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 ...

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. 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: Mar. 18, 2013

EDWIN E. SMITH: Before we start with Marshall and Inventory Financing, we did have one question, which was, how is Puerto Rico treated under Article 9? And the answer is, well. Puerto Rico has the most advanced Article 9 of any state of the United States, if it were a state. But Puerto Rico adopted the 1999 revisions to Article 9 in January. And as part of that adoption it also enacted the 2010 Amendments to Article 9, which everywhere else had a ...

Course Handbook from the program IP Issues in Business Transactions 2012, held January, 2012.

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 ...

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

Released on: Jun. 24, 2013

Taken from the briefing M&A Non-Disclosure Agreements: Drafting and Key Issues that Can Affect the Course of a Deal recorded June, 2013.Entry into a confidentiality agreement is often the first major milestone on the path towards a potential M&A transaction. But while NDAs are certainly ubiquitous, their negotiation and execution is anything but a perfunctory exercise. Indeed, recent case-law has underscored the fact that NDA language can ...

Recorded on: Mar. 19, 2013

VINCENT R. MARTORANA: Welcome back to the second half of Contract Drafting CLE. We'll deal with some more advanced concepts here. I'm going to start off actually with a recap of what we discussed on the first half, because it really is sort of the real-- now kind of the real heart of the total three-hour presentation is really in that first half. So I'll spend a decent chunk of time doing a bit of recap on that. And then we'll get into some specific ...

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: Sep. 10, 2012

DANFORTH TOWNLEY: Welcome back, everybody. We're going to start our next panel. Where we get to hear from the experts on prime brokerage issues that are basically a lot of the bread and butter of actual trading activity and trading relationships of hedge funds. And the panelists today are to my right, Harry Jho who's a partner at his company Harry Jho, LLC. And he's been working for buy side and sell side firms and in working on exactly this area ...

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: Mar. 18, 2013

EDWIN E. SMITH: OK. Welcome back, everyone. And let me introduce a couple of new panelists that we have up here. Is June up here? I didn't see. Oh, she's over in the corner. She'll be up later. But Joanne DeSilva is with me, who is one of my partners at Bingham who is involved in a lot of asset-based lending, and the two of us are going to talk about a few little tidbits here. I'll mention briefly non-UCC liens, then we're going to go into intercreditor ...

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, ...