Past Month

Corporate & Securities

Corporate Finance

Course Handbook from the program Acquiring or Selling the Privately Held Company 2013, held April, 2013.

Recorded on: Apr. 11, 2013

LAUREN E. NOCHTA: It is now my pleasure to introduce each of the chairs of today's program, Laird Simons and Deanna Kirkpatrick. Laird is a partner at Fenwick and West where he is a member of the securities group. He concentrates his practice in initial public offerings for both domestic and foreign corporations, follow on offerings for already public companies, and ongoing securities advice and counseling for public companies. Deanna is a partner ...

From the program: How to Prepare an Initial Public Offering 2013

Released on: Apr. 24, 2013

Understanding the IPO process is an essential skill for both legal and business advisors.  With the improvement in the markets, IPOs are happening with increasing frequency.  In addition, last April, Congress enacted  IPO “on ramp” provisions in the JOBS Act that made becoming a public company even easier for “emerging growth companies,” which represent almost 90% of the IPO market.  If you have not worked on an IPO recently, now ...

Course Handbook from the program Bankruptcy & Reorganizations 2013: Current Developments, held April, 2013.

Course Handbook from the program Basics of Mutual Funds and Other Registered Investment Companies 2013, held April, 2013.

Recorded on: Apr. 11, 2013

DEANNA L. KIRKPATRICK: Well, I think we'll get started again and try and stay on schedule. So I think in our next segment, Laird is going to talk about comfort letters, which as you heard-- or I'm sorry, financial statement requirements, which we didn't cover in the initial registration process part. LAIRD H. SIMONS III: So for a good probably 45 minutes or so, we're going to delve into the accounting piece of the registration statement. Some years ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: -unannounced offerings. So as we were discussing earlier this morning, there are lots of complex issues in terms of making certain that companies don't have to make premature disclosures when they're attempting to conduct an offering that they want to remain unannounced. And so to help walk through all of those issues, we have Andrew Fabens. And Andrew's a partner at Gibson-Dunn in the New York office, where he's the co-chair of the ...

From the program: Private Placements and Other Financing Alternatives 2013

Released on: Apr. 29, 2013

Our expert faculty of leading practitioners and regulators will analyze current developments in private placements and hybrid financing transactions, including changes brought about by the adoption of the JOBS Act. We will discuss the basics of private placements and other exempt offerings. We will discuss recent changes to Regulation D effected by the Dodd-Frank Act and by the JOBS Act. We will address how changes brought about by the JOBS Act and ...

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 KongDebt Markets [01:00:51] Market overview: current trends and new products PRC corporate bond issues: risks and opportunities High yield in Asia - structural issues Capital structures and leveraged finance in Asia The purchase price of this segment includes the following article(s) from the Course Handbook available ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: So joining us for the integration discussion today are Cathy Dixon. And Cathy's a partner in Weil Gotshal's Washington DC office in the securities area. And before joining Weil, Cathy was the chief counsel of the Division of Corporation Finance at the SEC. And also joining us is Stan Keller, a partner at Edwards Wildman Palmer in Boston. And Stan, of course, has extensive experience in securities offerings and has been very actively ...

From the program: How to Read Financial Statements 2013

Released on: Apr. 3, 2013

Financial statements provide great insight into the financial activities of a corporation.  For some corporations, these statements may be complex and can require extensive review.  Attorneys are often involved in negotiating, structuring, or litigating matters where understanding a corporation’s financial statements is an essential element of the overall engagement. In this practical program, a distinguished panel of experts ...

Released on: Apr. 11, 2013

Taken from the briefing New Compensation Committee Independence Standards recorded March, 2013. In January, the Securities and Exchange Commission approved changes to the listing standards of the national securities exchanges to complete the implementation of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As has been widely reported, these revised standards strengthen the independence requirements for members of the ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: All right. Welcome back for this afternoon's sessions. This afternoon, we're going to move into a discussion of various private and hybrid offering formats, and discuss some of the practical considerations that issuers, underwriters, placement agents have to consider when they're choosing among these transaction formats. And so, for our first panel of the afternoon, we're going to be discussing PIPE transactions, registered direct offerings, ...

Recorded on: Apr. 22, 2013

SPEAKER 1: So our last session for today is an overview of regulatory and enforcement activities in the context of private transactions, PIPEs, hybrids, et cetera. And with us today, we have Jim Rothwell, a partner in Davis Polk's corporate department, and Jim advises dealers, issuers and funds on structured equity derivatives transactions. And Alex Cohen, a partner in the DC office of Lathan & Watkins, and a former SEC official in the office ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: All right. So we're back, and as promised for the next two sessions, really focus on trying to monetize the value of securities sold in private placements that are restricted securities. And with us now to talk about resales of restricted securities we have Adele Hogan. And Adele is a securities lawyer, focusing on both private and public offerings of equity and debt. And Adele is a frequent PLI speaker. Brian Korn is also with us, ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: OK, we're going to continue with the last two sessions of the day. So on our next panel, we're going to be talking about Rule 144A offerings, the most liquid of the various offering formats that we've been talking about. And so to go through 144A, we have Stuart Fishman. And Stuart's a managing director and associate general counsel at JPMorgan Chase, where he is involved in public, private, and 144A offerings of debt securities, ...

Recorded on: Apr. 11, 2013

DEANNA KIRKPATRICK: Welcome back everybody. We're now at our final segment of the day. And I'm happy to have my partner, Maurice Blanco with me. He's a partner in our Latin American group and essentially splits his time between our Brazil office and our New York office. Maurice is going to be talking about special considerations affecting foreign private issuers. MAURICE BLANCO: Thanks Deanna. So as Deanna mentioned, much of what I do on a day-to-day ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: So for this panel, we have Dave Lynn, my partner at Morrison and Foerster and the co-head of our public company's practice. Dave is the former chief counsel of the SEC's Division of Corporation Finance. Marty Dunn-- joining us again, a partner in O'Melveny's corporate practice in the DC office, and prior to joining O'Melveny, a deputy director at the SEC. And Annemarie Tierney-- who is general counsel for SecondMarket Holdings, the ...

Recorded on: Apr. 11, 2013

JOHN J. CLARKE, JR.: Thanks, Deanna. I'm John Clarke. Jonathan Clark is a much more distinguished former colleague of ours. And I'm going to go quickly through sort of the basics about the potential liabilities that you could face in an IPO because it's nice to have that grounding as you do your work in getting an IPO ready, since, really, the preparation of a registration, statement, and prospectus serves the important function of describing a company. ...