This Year

Corporate & Securities

Mergers & Acquisitions

• Jun. 6 - 7, 2013 New York, NY
• May. 21 - 22, 2013 Chicago, IL

• Jun. 6 - 7, 2013 Webcast

• Jun. 6 - 7, 2013 New Brunswick, NJ
• Jun. 6 - 7, 2013 Mechanicsburg, PA
• Jun. 6 - 7, 2013 Boston, MA
• Jun. 6 - 7, 2013 Pittsburgh, PA
• Jun. 6 - 7, 2013 Cleveland, OH
• Jun. 6 - 7, 2013 Philadelphia, PA

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, ...

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 ...

Course Handbook from the program Antitrust Institute 2013: Developments & Hot Topics, held May, 2013.

Recorded on: Jan. 23, 2013

Taken from the briefing Art of the Deal 2.0 - Web 2.0 Issues in Technology Acquisitions recorded January, 2013. Web 2.0 has introduced a new breed of assets to the 21st century.  M&A lawyers who once sold plant and equipment, then trademarks, copyrights, and patents, now need to be expert in the acquisition of these elusive assets.  Yet practice in this area has yet to adapt to Friends, Channels, and App Ratings.  This ...

Recorded on: Feb. 6, 2013

AMY TAUB: Hello. My name is Amy Taub and I'm a program attorney with PLI. I would like to welcome you to today's briefing, "Art of the Deal, Web 2.0 Issues in Technology Acquisitions." Before I 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 ...

Recorded on: Jan. 17, 2013

ADAM EMMERICH: Hi. Good morning again. I'm Adam Emmerich. As Warren mentioned-- one of the co-chairs today-- we're going to talk on this panel about some case studies-- REIT Acquisitions in a Globalizing World. And we're fortunate to have-- I guess it's as was mentioned in the first panel kind of some sort of ageist criteria to participate today. Because everybody on this panel also has upwards of 25 years of experience in the REIT and Real Estate ...

From the program: Real Estate M&A and REIT Transactions 2013

Released on: Jan. 24, 2013

Do you know the best negotiating strategies in the current real estate M&A market? What are the “hot buttons” for seller, buyer and lender requirements, in the board room, the courts and with the SEC?  What are the factors and legal issues you should analyze with respect to investing in distressed situations? How do the nature and ownership of the entity, and the characteristics of its property and the structuring of the acquisition ...

Recorded on: Apr. 25, 2013

Taken from the briefing Choices of Law in Acquisitions Agreements: U.S. vs. U.K. recorded April, 2013.What are the key differences between U.K. and U.S. law with respect to acquisition agreements? These days the M&A community is ever more focused on this question, as these differences are becoming of increasing commercial and strategic importance in sale processes, particularly auction sales where seller often gets to select the governing ...

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

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 ...

From the program: Spin-offs 2013

Released on: Mar. 7, 2013

Business separation transactions represented over 40% of all M&A transactions in 2011.  An increasing proportion of them have taken the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale.  But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them?  This program will provide an in-depth perspective on the factors ...

Recorded on: Feb. 7, 2013

RICHARD C. MORRISSEY: Hi. Well, certainly live from New York. In any event, we're nearing the end of your two day ordeal. So there's the M&A panel. And then immediately following a [INAUDIBLE] break will be ethics, which everyone has to stay for for all the obvious reasons. Many of you have see this show before. The cast and characters changes a little bit. But we'll be using a hypothetical that's based on facts. But many of the facts have been ...

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 ...

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” ...

From the program: Drafting and Negotiating Corporate Agreements 2013

Released on: Jan. 16, 2013

In this perennial favorite, our expert faculty will teach you the basics of drafting and negotiating corporate agreements - from how the provisions of an agreement fit together, to the fundamental drafting and negotiating principles common to all corporate agreements. You will learn how to reduce your client’s goals to a complete, clearly written and enforceable agreement, and how to identify what issues are most likely to come up in a ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: James Walker, who is at Richards, Kibbe and Orbe, practices in internal investigations and complex commercial litigation, but also specializes in ethical issues, has been on Bar Association panels for ethics for more than 15 years, and is general counsel to his own firm, dealing with ethical issues for his own firm. And so we have the benefit of hearing his perspective on some ethical issues that come up in the M&A context. ...

Released on: Apr. 2, 2013

Taken from the briefing Europe for Sale? European M&A Opportunities and Challenges in 2013 recorded March, 2013. Against a backdrop of economic and political uncertainty, the European capital markets are undoubtedly in turmoil. Valuations of many European companies have slipped and several companies are seeking to divest non-core businesses and operations to improve their balance sheets. In addition, some European companies are nearing the ...

Recorded on: Feb. 25, 2013

PAUL J. SHIM: So welcome back. Hope everyone enjoyed a brief break. Now that we've discussed the decision to affect the spin off as well as the parameters that go into the architectural design, we're now going to go into the nitty-gritty of actually carrying the spin off out and pulling it off. For this panel I'm pleased to be joined by Howard Adler of Clifford Chance and my Cleary Gottlieb colleague, Daniel Ilan, who's filling in today for Russ Binns, ...

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. 23, 2013

Taken from the Web Program Taxation of Financial Products and Transactions 2013 Recorded January, 2013 in New York Financial Products Issues in Mergers and Acquisitions [01:00:32] Using derivatives to transfer burdens and benefits of ownership Significant modifications of debt Withholding tax issues The purchase price of this segment includes the following article(s) from the Course Handbook available online: Employee ...

Recorded on: Jan. 29, 2013

RICHARD GOLDBERG: OK, we're going to get started again. Our next speaker is Lloyd Sprung. He is the senior managing director of Evercore. He's in their restructuring and debt advisory group. This is our first time having Lloyd here. He's going to be speaking about issues regarding the financing and valuation of the transaction from an investment banker perspective. So I look forward to it. LLOYD SPRUNG: Thank you, Richard, and good afternoon everyone. ...

From the program: First Annual Institute on Corporate & Securities Law in Hong Kong 2013

Released on: May. 2, 2013

PLI has offered the most comprehensive continuing legal education seminars in the United States for more than eighty years, primarily in New York City, San Francisco, Chicago and Washington, D.C.  Based on our success in the U.S., PLI expanded to London and have been offering our Institute on Securities Regulation for more than twelve years.  We are excited about our expansion into Asia.Our First Annual Institute on Corporate & Securities ...