This Year

Corporate & Securities

Corporate Governance

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: 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. ...

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: 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.

• Dec. 2 - 3, 2013 New York, NY
• Dec. 5 - 6, 2013 Chicago, IL

Full, fair and timely communications to investors and the financial markets is a cornerstone of effective corporate governance and investor relations. As you prepare your annual disclosure documents, hear from our experienced faculty, including SEC staff, in-house counsel, private practitioners, and compensation and corporate governance advisers. Our faculty will discuss key areas of staff comment, staff review priorities and interpretations, disclosure ...

• Jun. 21, 2013 New York, NY

• Jun. 21, 2013 Webcast

• Jun. 21, 2013 Philadelphia, PA
• Jun. 21, 2013 Mechanicsburg, PA
• Jun. 21, 2013 Pittsburgh, PA

As we continue to see many new regulations from the SEC, PCAOB and financial institution regulators, we also continue to see numerous challenges emerge for the audit committee. If you are a director or member of an audit committee, or if you advise audit committees, this program will help you understand what is required of the audit committee, and those who advise them, in this rapidly changing environment. You will hear from an expert faculty of ...

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

From the program: The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2013

Released on: May. 17, 2013

Enforcement under the Foreign Corrupt Practices Act (“FCPA”) continues as a critical priority for both the DOJ and the SEC. Recent FCPA enforcement actions and disclosures demonstrate that no industry is immune from FCPA scrutiny, and FCPA sweep investigations across industry sectors are becoming more common and challenging. Beyond the FCPA, an increasing number of countries, as well as international organizations, are ramping up anti-corruption enforcement ...

Recorded on: Feb. 20, 2013

ALAN L. BELLER: Now for what I always think of as the most exciting subject of the day, which is why we do it immediately after lunch, which is auditing and accounting, continuing evolution in auditing and accounting. And the group that's up her to help us to go through our agenda is on my immediate right, Jack Ciesielski, who is the owner of RG Associates, which is an investment research and portfolio management firm in Baltimore. And Jack is the ...

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 ...

• Oct. 2, 2013 New York, NY

• Oct. 2, 2013 Webcast

The role of the corporate counsel continues to transform to meet new challenges in relation to an increasingly global economy, recent financial turmoil and continually changing new technologies. It is essential for all corporate counsel to be informed of the latest issues and trends and possess effective, budget-conscious strategies for managing the legal and practical business matters of corporate law departments and adding value to the enterprise.

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 KongCorporate Governance Issues [01:03:51] Impact of U.S. and U.K. proprietary trading laws Liability issues impacting boards of directors Criteria for and role of independent directors Minority shareholder rights Board audit function: supervision and liability The purchase price of this segment includes the ...

From the program: The SEC Speaks in 2013

Released on: Mar. 9, 2013

Over the past year, the Commission has been engaged in a broad range of rulemaking projects and other initiatives to implement the newly-enacted Jumpstart Our Business Startups Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The Commission has been working to implement the provisions of the JOBS Act, including with regard to the use of general solicitation and general advertising in certain private offerings, new exemptions ...

Released on: May. 30, 2013

Taken from the briefing Crisis Management - A View from Inside and Outside the U.S. recorded May, 2013.Crises are unpredictable but not unmanageable. In recent years, we've seen numerous corporate crises in the headlines, some of which have caused significant damage to companies, and highlighted the critical role of the general counsel as crisis manager. Although a corporate crisis can be a turning point for any company, it does not need to end badly. ...

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 ...

• May. 29, 2013 New York, NY

• May. 29, 2013 Webcast

• May. 29, 2013 Philadelphia, PA
• May. 29, 2013 Cleveland, OH
• May. 29, 2013 Pittsburgh, PA
• May. 29, 2013 Mechanicsburg, PA
• May. 29, 2013 Atlanta, GA
• May. 29, 2013 Boston, MA
• May. 29, 2013 New Brunswick, NJ

Delaware law continues to play a critical role in U.S. corporate and securities law, particularly in today’s challenging and changing business environment. This unique annual program focuses on the important Delaware corporate law developments over the past year and the practical impact on your corporate or legal practice. The very top Delaware corporate law experts from the Delaware judiciary, leading law firms and corporations, and academia, ...

Recorded on: Feb. 25, 2013

PAUL CHAN: So for our second panel we're going to do a deep dive into the design of the spin-off transaction, in light of the very subjectives that people have, that you just heard about. And the related securities law, accounting, and tax considerations that people to take into account. So for this panel I'm pleased to introduce Nicole Pinder, Eric Schiele, and Eiko Stange. I hope I got that right, Eiko? T. EIKO STANGE: Yeah. PAUL CHAN: Thank ...

Recorded on: Feb. 27, 2013

Taken from the Web Program Spin-offs 2013 Recorded February, 2013 in New York Designing the Spin-off [01:20:31] Securities law requirements Accounting and reporting issues Tax considerations and requirements The purchase price of this segment includes the following article(s) from the Course Handbook available online: Selected Federal Income Tax Considerations in Structuring Section 355 Distributions T. Eiko Stange  ...

• Sep. 11, 2013 New York, NY

• Sep. 11, 2013 Webcast

In the past year, new expectations were being placed on boards in critical areas of governance, including disclosure, oversight of complex operational issues, and responsiveness to and communication with investors pressing different concerns, such as short-term shareholder value, traditional governance issues and social responsibility. In addition, the Dodd-Frank Act, the Foreign Corrupt Practices Act, and other anti-bribery laws have put new requirements ...

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 ...

From the program: Doing Deals 2013: The Art of M&A Transactional Practice

Released on: Mar. 27, 2013

The M&A market has been experiencing a period of great expectations, with economic anxiety creating uncertainty about the future.  Increased volumes of tender offers, hostile deals, activist campaigns, as well as spin-offs, has been an important trend, while the use of innovative structuring mechanisms, such as contingent value rights, has been another.  M&A participants continue to raise questions about what “the market” ...

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 ...

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: Enforcement 2013: Perspectives from Government Agencies

Released on: May. 10, 2013

We continue to see unprecedented changes in our economic, business and regulatory regimes in general, and in enforcement efforts in particular. This unique program brings together panels of senior staff from the various enforcement and regulatory agencies, including the U.S. Commodity Futures Trading Commission, FINRA, U.S. Securities and Exchange Commission, U.S. Attorney’s Office, U.S. Department of the Treasury, U.S. Department of Justice, Federal ...