Corporate & Securities

Corporate Governance

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: Feb. 5, 2010

SPEAKER: Welcome back folks. We're about to start our hedge fund panel. I think for institutional investors, hedge funds might be the most challenging asset class for number of reasons. First of all, for many institutional investors, it is not an asset class that they are at all used to investing in. Or investment vehicle that they're all used to investing in. If you think about private equity, many institutional investors have been investing in ...

Recorded on: Feb. 5, 2010

PANEL INTRODUCER: Ok, folks. We're going to finish up with our ethics panel and I'm delighted to introduce this very distinguished panel that will be giving you their insights. It's a very accomplished group and I think we have a lot to listen and learn about today. Introducing from right to left on the panel. Si Lorne Si is the current Vice Chairman and Chief Legal Officer of Millenium Management. It's a hedge fund manager with over $11 billion ...

Recorded on: Feb. 24, 2010

JIM DOTY: There are certain themes and governance patterns that emerge in these programs year after year. And one of the things that we have found is that it's useful, very helpful, for all of us to hear from the people who have to make these decisions daily for the bigger companies, advise the boards of public companies from the management perspective, and essentially make sure the trains run on time in the execution of the extensive changes that ...

Recorded on: Feb. 24, 2010

DAVID: Our final panel of the day concerns ethics. And we have two speakers. David Hess who is to my immediate right is an assistant professor of business law and business ethics at the Ross School of Business at the University of Michigan. He specializes in corporate law and business ethics. And his research focuses primarily on the role of the law in ensuring corporate accountability. Simon Lorne, next to him, has a resume that takes too long ...

Recorded on: Apr. 5, 2010

SPEAKER 1: OK. We're in our home stretch. Let me introduce the second to last panel. This is a panel on exit strategies. So following our natural sequence the next step would be to think about how to sell a company or sell it to the public, hopefully, to make an exit for the investors. On the panel to Dror's right is Graham Robinson. Graham is a partner in the Boston office of Wilmer Hale. He's actually the newly minted vice chair of the corporate ...

Recorded on: Jun. 21, 2010

SPEAKER 1: OK, great. I'd like to welcome everyone back. We're going ahead and get started with our next segment. And before we do, we have two more segments left for the day. I just want to remind you all about your evaluations. We really appreciate your feedback on those evaluations. This is our new format for the program. This is the first year that Deloitte has sponsored the program here in San Francisco. And we're definitely interested in your ...

Recorded on: Jun. 21, 2010

KIRSTEN S. AUNAPU: OK, great. We're going to get started. So welcome back everyone. I'm pleased to introduce James Webb, who's a partner in Deloitte special acquisition services group. James provides merger and acquisition services and related accounting services to one of the firm's largest private equity clients and its portfolio companies. And during our next segment which is, titled Accounting, Auditing, and Financial Statements, James will provide ...

Recorded on: Aug. 11, 2010

MATTHEW SHELHORSE: OK is everyone ready to get started with our second segment here? The second segment is Accounting, Auditing & Financial Statements. And this will take us right into the lunch break. So I think we'll build on what we learned in terms of the accounting standards and policies and the background from the SEC. And I'll take that into more of a practical approach. And we have the pleasure of having with a Sy Jones and Ted Martens. ...

Recorded on: Aug. 11, 2010

PATRICIA A. ETZOLD: OK, it's 3 o'clock, so we're going to get started with the fraud regulatory focus and the "dark side" of the performance management. I think this is going to be an exciting panel for you. Particularly since it's Dan Dooley's birthday today, and I'm sure you at some point, he might ask you to sing for him. Just as a bit of introduction, I'll give you the key points of Joe Armao and Dan Dooley's bio. Joe Armao is a partner ...

Course Handbook from the program Ethics for the Negotiating Lawyer 2011, held January, 2011.

Recorded on: Jan. 21, 2011

AMY TAUB: Thank you. Greetings. My name is Amy Taub, and I am a problem attorney with PLI, and I would like to welcome you to today's briefing: Dodd-Frank Act: The Conflict Minerals Provisions. 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 access to materials for this briefing via the course handbook tab ...

Recorded on: Jan. 31, 2011

JOSEPH SAMET: We're back now. Alice Eaton is going to spend a few minutes on developments in rule 2019 having to do with who's the creditor, trading, disclosure, et cetera. And those are interesting developments for pre- and post-bankruptcy situations. And then on to the financial advisors. ALICE EATON: OK. So in the area of rule 2019, this is particularly relevant for ad hoc groups and committees and steering committees. Creditors who sort of come ...

Recorded on: Mar. 2, 2011

DAVID BECKER: OK. We're all set. This is the panel for ethics credit. I don't want to talk about it as just an ethics panel. We've got two panelists. The first is Marc Steinberg, who is the Rupert and Lillian Radford Professor of Law and Senior Associate Dean for Research at the Southern Methodist University School of Law. Marc is the director of SMU's Corporate Directors Institute. He is widely published in the areas of securities law and professional ...

Recorded on: Mar. 2, 2011

[? DAVID A. KATZ: ?] --the pike from the commission. ALAN L. BELLER: Before Larry starts, I can't resist but noting that I look to see where Larry sitting. He's like the child who snuck into his father's office and is sitting in the prized seat at the desk. That looks like chairman's seat at the open meeting room? LAWRENCE A. HAMMERMESH: I won't deny it. SPEAKER 1: He's also not wearing any pants, but don't pay any attention. Larry? LAWRENCE ...

Recorded on: Mar. 2, 2011

DAVID M. BECKER: OK, let's get started again. This next panel is actually going to go over some of the same subject matter ground as the first panel, but where the first-- And by that, I mean our starting point will be the various things that come out of Dodd-Frank. But whereas the first panel talked about things primarily from a disclosure point of view, this panel is going to talk about things primarily from a governance and related point of view. ...

Recorded on: Mar. 2, 2011

ALAN BELLER: All right, we are all that stands between you or sits between you and cocktails. So we will be entertaining and witty and we will finish promptly at six. Grace I'm sure will be pleased to hear that. This is a little different idea tonight or this afternoon. Rather than having a keynote speech which this program has had in recent years, we are going to do a keynote round table. And we have four really wonderful, experienced, expert panelists ...

Recorded on: Mar. 2, 2011

ALAN L. BELLER: Good afternoon. It's Alan Beller for those of you on the web. I'm going to start again. The first panel this afternoon is going to talk some more about the world after Dodd-Frank, but from yet a third perspective which is the perspective of General Counsels and Inside Counsel, trying to wrestle with the issues that are before them. And there will be some emphasis here on financial institutions. Let me introduce our panel again. As ...

Recorded on: Mar. 2, 2011

CARMEN J. LAWRENCE: Quite interesting. DAVID BECKER: OK, thank you, Carmen. George, rumor has it that the commission has brought a few insider trading cases recently. Could you tell us about that and how perhaps it may intersect with other matters? GEORGE S. CANELLOS: Well, I guess since our stated general topic is Corporate Governance, I think it might be interesting to think of some of the recent spade of insider trading cases for their implications ...

Recorded on: Mar. 17, 2011

AMY TAUB: Thank you. Greetings. My name is Amy Taub and I am a program attorney with PLI. I would like to welcome you to today's briefing: Poison Pills After Airgas. Rights plans remain the most potent takeover defensive measure. 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 ...

Recorded on: Apr. 20, 2011

SPEAKER 1: Thank you, Carroll. MARC R. TREVINO: Especially, Carol, thank you for joining us. We're going to go straight to the next panel which is going from Linda and me, because we have to introduce ourselves. But basically going from what's been going on this season to what we're expecting going forward. And that's a lot. Ann covered some of this already. So we'll try to go through it quickly, highlighting, in particular, rules that have just ...

Recorded on: Apr. 20, 2011

GRACE: and Marc Trevino. I'm just going to give you a brief bio of theirs. Their full bio is available in the course handbook. Linda is the Practice Group Leader Emeritus of the Executive Compensation and Employee Benefits Private Client group at Shearman & Sterling. Her practice focuses on all aspects of executive compensation and benefits, including corporate securities and tax laws, and ERISA. Marc is co-managing partner of Sullivan & ...

Recorded on: Apr. 20, 2011

LINDA E. RAPPAPORT: Hello everybody. We're going to get started again. I think Mark is on his way back. So it's my great pleasure to introduce our next panelists. Assuming I can find their resumes here. To my immediate right is Jeannemarie O'Brien, who is a leader of the Executive Compensation practice at Wachtell Lipton, and will be addressing us in the area of M&A developments for Executive Compensation, which will be terrific. And then, for ...

Recorded on: Apr. 20, 2011

MARC R. TREVINO: Welcome back. Welcome back. We're ready to go again. Following on Anne Krauskopf's sort of a Q&A with us. We're about to talk about our proxy season that we're going through right now, and what to expect for next year. Because it's never too soon for that. And so let me introduce the panel, and we will get started. Usually I start to Linda on my right, work our way down, but it I'm actually going to start with someone who's only ...

Course Handbook from the program Delaware Law Developments 2011: What All Business Lawyers Need to Know, held May 2011.