This Year

Corporate & Securities

Corporate Governance

From the program: Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments

Released on: Jan. 1, 2013

Audio CD's from the program Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments, held December, 2012.

From the program: Understanding the Securities Laws 2012

Released on: Jan. 10, 2013

Audio CD's from the program Understanding the Securities Laws 2012, held December, 2012.

From the program: Mergers & Acquisitions 2013: Trends and Developments

Released on: Feb. 1, 2013

A number of factors have combined to reinvigorate the environment for mergers and acquisitions. High corporate cash balances, unutilized private equity commitments and low interest rates have made capital plentiful for acquisitions. The challenges faced by strategic acquirors in growing organically, the pressure on private equity funds to spend their available capital, and the increased appetite of foreign buyers have fueled the demand for quality ...

From the program: Recent Developments in Distressed Debt, Restructurings and Workouts 2013

Recorded on: Jan. 25, 2013

Taken from the Web Program Recent Developments in Distressed Debt, Restructurings and Workouts 2013 recorded January, 2013 in New York. Lecture Topics  [01:01:30] Role of Financial Advisors and Corporate Governance  [01:01:30] The Role of the Investment Banker, et al (cont’d) Business plans, valuations, sales and exit strategies Negotiations and problem-solving James M. Lukenda, Robert C. Smith Corporate Governance ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: We're going to get started. Our next speaker is Marilyn Sonnie. She's going to be speaking on the subject of advising the board of directors. Marilyn is a seasoned M&A practitioner at Jones Day. She's in their M&A and corporate governance groups. And she's been with us a number of times before. So we're happen to have her back. Marilyn. MARILYN W. SONNIE: Thanks. Every M&A lawyer has to know about fiduciary duties. ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: OK, we're going to get going again. So the next speaker is yours truly. and I'm going to be addressing issues regarding negotiating of the negotiation of the purchase agreement. When you think about preparing a purchase agreement, one of the threshold questions is, who is making representations and warranties. In a cash deal, typically the seller makes most of the representations to the buyer. If the seller is taking stock of ...

Recorded on: Jan. 29, 2013

RICHARD GOLDBERG: OK, we're going to get started again. Our next speaker is Eric Simonson. He's a partner at Blank Rome, has been practicing in the M and A area for a couple of decades or more. ERIC SIMONSON: Or more. RICHARD GOLDBERG: And he's been doing this program with me for quite a number of years. We put together an eclectic group of topics for Eric to talk about, all of which are important to the deal, and Eric has quite an interesting spin ...

Recorded on: Jan. 29, 2013

ELIZA W. SWANN: Good to see you all. And I apologize for going last, I guess. I know it's late on a Friday afternoon and it's probably been a long day already. My topic is disclosure matters and other SEC considerations. As you have already guessed, it's a very broad topic and a little bit unwieldy. I think to sort of manage it, what I'm going to do this year is to try to focus a little bit more on current trends and issues, things that have been ...

Recorded on: Jan. 29, 2013

RICH: Good morning. I'd like to introduce our first speaker, David Morse. He's a partner at Otterbourg. He's been representing lenders for the past 25 years. And so I guess he has something of a lender bias in practice, but he's going to try to give us a balanced presentation on financing the transaction. DAVID W. MORSE: Thank you, Rich. Yeah. That's one of things I'd like to make clear before we get going just in case it doesn't come through over ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: OK. I'm going to turn it over now to [? Jon ?] Kim who actually is my own partner at Dechert. Jon specializes his practice in M&A as well as finance transactions, leverage finance. There's a fair amount of representation of private equity markets. And he's going to address deal protections. JONATHAN C. KIM: Thanks, Rich. Good morning. I'm going to switch gears here for a little bit, and this topic will be on public M&A ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: We're going to move into the last segment for the day, and that is the special committee meeting of the Board of Brand Name. The agenda for the meeting is in your binder, in case you care to look. And let me introduce the members of the special committee and those attending the meeting. So I'm playing the role of Robert Thompson III. I always wanted to be a third. And I'm the chair of the special committee. ERIC SIMONSON: And ...

Recorded on: Jan. 29, 2013

PRESENTER: Welcome. KELLEY PARKER: Thank you. Good morning everyone. PRESENTER: Here. KELLEY PARKER: Oh, great. PRESENTER: Press that to move your slides. And press that one to move and go back, the big green one. KELLEY PARKER: Green, OK. Thank you. So I've got an hour to cover about six topics, confidentiality agreements; letters of intent; structuring, one step versus two step; timetables; use of special committees; management's role in the ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: So let me just give you a minute of background to set up the negotiation, the role playing that we're going to have regarding the negotiation. So we're assuming that the Tolex deal is the deal that was agreed to, and that the agreement, which is in your binder that you should all have, that's the one that we'll be negotiating. I'm representing the target company, Brand Name. And this is Ernie Wechsler. He's a partner at Kramer ...

Recorded on: Jan. 29, 2013

STUART M. FINKELSTEIN: OK. I don't have Richard Goldberg to give me an introduction, so I guess I will introduce myself. I am Stu Finkelstein, a partner at Skadden Arps here in New York. Tax jockey. Tax guy. Been doing this, I was just telling somebody, going on 28 years. Which is a little scary. All at Skadden actually. The only job I've had. A couple ground rules. Not really ground rules. But here's the way I like to do these things. I think it's ...

Recorded on: Jan. 30, 2013

Taken from the briefing Empty Voting and the TELUS Experience recorded January, 2013. Empty voting has enormous corporate governance implications.  We rely on the fact that shareholders will vote rationally, in their own economic interest in the issuer.  If the shares are voted at a shareholder meeting by persons who do not have commensurate economic exposure to the company (in other words, if the shares and the economic interest ...

From the program: Institute on Securities Regulation in Europe (Twelfth Annual): Overcoming Deal-Making Challenges in the Current Markets

Released on: Feb. 15, 2013

We are proud to present Practising Law Institute’s Twelfth Annual Institute on Securities Regulation in Europe: Overcoming Deal-Making Challenges in the Current Markets, the most comprehensive securities programme available in Europe. Once again, the Institute will feature leading practitioners active in U.S. and European corporate law, as well as government regulators, investment bankers and in-house counsel. This year’s programme ...

Released on: Feb. 7, 2013

Taken from the briefing 10b5-1 Trading Plans and Insider Trading Under the Spotlight: Key Issues Companies and Executives Must Consider recorded January, 2013. A recent front page article in the Wall Street Journal entitled “Executives’ Good Luck in Trading Own Stock” reported that, based on the review of thousands of trades by corporate insiders, many executives appear to have done suspiciously well buying and selling their companies’ ...

Recorded on: Feb. 7, 2013

AMY: It is now my pleasure to turn this briefing over to John Tuttle. JONATHAN TUTTLE: Hello all and welcome and thanks for joining on the call today. What Matt and I are going to talk about really had its most recent origin in some newspaper articles that Matt will discuss later talking about 10b5-1 trading plans and bringing those plans kind of back to the forefront of both the enforcement and the corporate issuer context. I think what we're going ...

Recorded on: Feb. 7, 2013

CHRIS BATES: Good morning. We're going to move into the next panel, which is entitled Regulatory Development Market Response. I'm Chris Bates, partner at Clifford Chance in London in the financial regulation area. I'm joined on this panel on my right by Ed Greene, who's a longstanding supporter, and current or former trustee? I can never remember. EDWARD F. GREENE: Current. CHRIS BATES: Current trustee, indeed, of PLI, and so has a strong personal ...

Recorded on: Feb. 7, 2013

DIANA BILLIK: Good afternoon. Welcome to this session, which is going to deal with OFAC, FCPA, and Bribery Act risks in a context of mergers and acquisitions as well as capital market transactions. My name is Diana Billik. I am a partner with Allen and Overy, resident in their Paris office. And I practice US securities laws. To my right, you have Nilufer Von Bismarck. If you haven't met her already from this morning, Nilufer is a partner with Slaughter ...

Recorded on: Feb. 7, 2013

DAVID J. GREENWALD: Good afternoon, everyone. I think we'll get started again. My name is David Greenwald. And if you weren't here this morning, I'm the International General Counsel for Goldman Sachs. It's my pleasure to welcome you to this panel event hosted by PLI. To start, I would like to introduce and welcome our other panelists who have kindly agreed to join us today. I will keep the introductions brief so we can spend more time on the discussion. ...

Recorded on: Feb. 11, 2013

AMY TAUB: Hello, my name is Amy Taub, and I am a program attorney with PLI. I would like to welcome you to today's briefing, "Empty Voting and the TELUS Experience." Before we begin, I have some administrative announcements. Thie briefing will be one hour in length. Please feel free to send questions at any time during the briefing. Please remember that you have access to materials for this briefing via the course handbook tab in the program ...

From the program: Corporate Governance - A Master Class 2013

Released on: Feb. 27, 2013

Recent developments, including increasingly intense shareholder activism, seemingly shorter investment time horizons, and regulatory developments under the Dodd-Frank Act, have accelerated changes in corporate governance. Many of the changes are fundamental and will have a profound impact on public companies, their directors and management, and the securities markets. Our stellar faculty will discuss what has already occurred as well as what ...

Recorded on: Feb. 14, 2013

AMY TAUB: Thank you. Hello, my name is Amy Taub, and I am a program attorney with PLI. I would like to welcome you to today's briefing, Key Elements of Effective Remediation-- An Insider's View. Before we begin, I have some administrative announcements. This briefing will be one hour in length. Please feel free to send questions at any time during the briefing. Please remember that you have access to materials for this briefing via the Course Handbook ...

Released on: Feb. 14, 2013

Taken from the briefing Key Elements of Effective Remediation: An Insider's View 2013 recorded January, 2013. The SEC and DOJ place a “high premium” on effective remediation in deciding whether to prosecute or demand a monitor.  Remediation done poorly, or worse, not at all exposes the organization to enhanced penalties, difficult audit processes and recurring financial loss.  And it is not just the organization that suffers.  ...