Corporate & Securities

Financial Products

Published: October 2009
Last Updated: November 2010

Course Handbook for 41st Annual Institute on Securities Regulation 2009, a November 2009 program and webcast.

Recorded on: Mar. 30, 2010

CLIFF: In fact, I'm not even going to let Tom get his papers out and everything. I'm just sort of going to go into the introduction. We've covered two or three of the pooled investment vehicles. We've covered mutual funds. We've covered hedge funds. And in our earlier panel, already a couple of times we've mentioned exchange-traded products, and we mentioned their great growth over the years, their growing significance, so it was Bob's idea last ...

Recorded on: Mar. 30, 2010

SPEAKER 1: OK. Why don't we get settled so we can begin. Welcome back. This panel is focused on derivatives specifically, although, of course, we've touched on them elsewhere. I was introduced this morning. I'm going to introduce my co-panelists. Bob Rizoli will probably rejoin us quite shortly. To my left is Kiye Sakai. She is Executive Director and Counsel at UBS Securities in Stamford. She is a member of the Fixed Income Legal Team in the Americas ...

Recorded on: Mar. 30, 2010

SPEAKER 1: OK, it's 11:15. Sorry for the abbreviated break, but we need to keep the schedule here and the rest of this program, I think, is pretty interesting. So, Rebecca, you've told us about loan assignments and participations and now we're about to enter a new territory. REBECCA: I have to throw in my aside. The loan participations and loan assignments have been going on for-- I don't know how long but-- at least a century. These are the longstanding ...

Recorded on: Mar. 30, 2010

[SILENCE] [SILENCE] CLIFF KIRSCH: Welcome back, everyone. I'm Cliff Kirsch and welcome back. For the next three sessions, the next three panels, we're going to be looking at pooled investment vehicles. We're going to have one session right now on mutual funds. We're going to follow after lunch with a session on hedge funds. And then, a relatively new panel -- we had it last year -- exchange traded funds, and exchange traded. No, it's again, three ...

Recorded on: Mar. 30, 2010

SPEAKER 1: OK, good morning, everyone. Welcome back for day two of The Nuts and Bolts of Financial Products. We're going to start today, a rainy day in New York, with a presentation on securitization to be given by Stuart Litwin, who's back again. Stuart did this last year at least once, maybe more. Thank you, Stuart. Stuart is a partner and the co-head of the global securitization group at Mayer Brown LLP. He's one of the leading lawyers in the ...

Recorded on: Mar. 30, 2010

SPEAKER 1: Welcome back. To finish day one, we're turning to a discussion of tax and accounting issues. These issues are relevant to most, if not all, of the products, all of them really in one way or another, that we're talking about today. The accountant and the tax lawyer have flipped a coin, or otherwise decided that Brad McGrath from KPMG will lead-off and discuss some accounting issues affecting the financial services market. Brad is a ...

Recorded on: Mar. 30, 2010

[JAZZ MUSIC PLAYING] [SILENCE] SPEAKER 1: Welcome to today's PLI program. We hope that you will find it informative and valuable. Before we start the program, please listen carefully to the following important information. If you have any questions, please feel free to stop by the registration desk. For CLE credit purposes, please be sure to sign in at the registration desk before the program start. Also, sign out at the registration desk at the ...

Recorded on: Apr. 12, 2010

PAUL ROYE: Thanks, Buddy, for those remarks. I'd like to join Barry in welcoming you to the 2010 Investment Management Institute. We're going to be joined up here by Joel Goldberg. Joel is former Division director, and now partner at Stroock Stroock firm, and has extensive investment management practice. This panel is our opportunity drill down on what's going on in the investment management area, and you know, Buddy has talked about concerns about ...

Recorded on: May. 4, 2010

SPEAKER 1: With that, we've had two web questions, which I'll just address quickly. The first is that courts have frequently ruled that item 303, which is the MD&A discussion of known trends and uncertainties that we discussed, is not actionable in the context of securities lawsuits. And the question is, has the SEC taken a correspondingly looser stance on item 303, with respect to enforcement? And I think, from my perspective, the answer is, ...

Recorded on: May. 4, 2010

DAVE: Good morning. We're going to talk, now, about basic underwriting documents, with a focus on the underwriting agreement. The underwriting agreement is the core agreement in any public offering, that's whether it's an IPO, or a secondary offering by a selling stock holder, or if you have a takedown from a shelf registration statement by a very seasoned issuer. If you're going to be representing the underwriters, you're going to be drafting the ...

Recorded on: May. 4, 2010

So I'll give you a brief warning, what we're discussing today and I can-- the panelists are happy to add whatever it is they'd like to that, but this is all for training and illustrative purposes. And it is really not meant to say what is or is not appropriate in any particular circumstance. So with that I'll introduce-- to my immediate right is Sarah Beshar. To my next right is Bill Fredericks and to my next right is Joe Kaufman. And we are going ...

Recorded on: Jun. 22, 2010

SPEAKER 1: OK, so now comes the panel you've all been waiting for. No pressure, but you guys have gotten a lot of buzz throughout the day as to how terrific this panel is going to be. So let me just introduce Mark Holland and Lori Martin. Both of these lawyers have decades of experience representing investment advisers and mutual funds in various types of litigation, as well as other types of general securities litigation. Mark is a partner at Goodwin ...

Recorded on: Jun. 22, 2010

LORI BOSTROM: We're going to go right into the next panel. And so I'm going to invite Cliff back up and introduce our speakers. So now you're all experts in mutual fund regulation and operation, and so to help you put together all your knowledge going forward, we've invited two of the best investment management legal intellect to pull out crystal balls and talk about what's going to happen in the future with the investment management industry, as ...

Recorded on: Jun. 22, 2010

CLIFFORD E. KIRSCH: Going to start off and as said, we're going to start out by sort of addressing a couple of the questions that came in on the last panel. Spend a couple of minutes on that and then dive into our panel. The question that came in was what is a commingled investment trust fund, and how are they differ from mutual funds. And then there's sort of a host of additional parts of the question saying, is it hard to find more information about ...

Recorded on: Jun. 22, 2010

CLIFFORD E. KIRSCH: Alrighty. Why don't we get started? Welcome back everyone. This afternoon we're going to have a panel that reinforces some of the things we've discussed this morning. We're going to have this panel on the role the board and the role of the adviser. After that, we're going to look at distribution of funds and valuation, looking more at the distribution function of mutual funds and how funds are sold. Then we're going to talk about ...

Recorded on: Jun. 22, 2010

CLIFF: And in this last panel, we went inside the mutual fund and got a better sense of the different players, got a better sense of the role of the board, and the role of the advisor. For this panel, we want to sort of go outside the fund in one sense and look at how a mutual fund sells itself, how are shares sold, how are shares distributed. And we're going to be looking at the role of the distributor. And before that we're going to look at the ...

Recorded on: Jun. 22, 2010

LORI: Terrific overview, we obviously have a lot to cover today. And you've now made reference to Mary Joan half a dozen times. So let me introduce Mary Joan Hoene, who is counsel at that Sonnenschein, Nath & Rosenthal and also is a specialist in investment management law and regulation focusing on a wide range of funds and other investment products. Mary Joan's career has spanned both private practice, both at financial institutions and at law ...

Published: September 2010

Published: November 2010

Recorded on: Jan. 27, 2011

SPEAKER 1: Morning. We're going to get the program started this morning with a discussion about financing for the transaction and we're fortunate to have David Morse, who is a partner at Otterbourg Steindler, to talk to us about that topic. David represents lenders, generally, for his practice. And so, he might reveal a certain bias in his discussion, but maybe he'll give you a few secrets about negotiating with lenders. DAVID MORSE: OK. Thank you, ...

Recorded on: Jan. 27, 2011

RICHARD A. GOLDBERG: OK, we're going to get started again. Pleased to introduce our next speaker, Jonathan Knee. Jonathan is a Senior Manning Director at Evercore. He's also Adjunct Professor at Columbia Business School and has written a couple of books, which he may shamelessly promote during this segment. He's going to be talking to us about the financing of a transaction from the investment banking perspective. JONATHAN A. KNEE: Great. Richard ...

Recorded on: Feb. 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, Dodd-Frank Act and regulatory changes, landmark changes for fund managers and investment advisers. 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 ...

Recorded on: Apr. 20, 2011

LIZABETHANN R. EISEN: Great. I'll think we'll go ahead and get started and with that, I will turn it over to Dave Boston so that we can talk about underwriting and distribution arrangements. DAVID K. BOSTON: Thanks. So on this panel, again as LizAnn said, we're going to talk about the basic underwriting documents. And the one that we're going to focus most on is the underwriting agreement, and that's because the underwriting agreement is really the ...