Corporate & Securities

Mergers & Acquisitions

Recorded on: Jul. 12, 2012

SPEAKER 1: Thank you YUKAKO KAWATA: OK, so welcome back, everybody, and we are on our second MNA panel, and the last panel for this afternoon. And for this panel we have with us again David and Michael, and we are joined by Justin HAMILL. Justin is a partner in the corporate department of Paul Weiss and is a member of the mergers and acquisitions group and private equity group. And we are particularly grateful that Justin is here because, unfortunately, ...

Published: August 2012

From the program: Hot Topics in Mergers & Acquisitions 2012

Released on: Sep. 20, 2012

After a rather tepid start to the year, the M&A markets have begun to show signs of renewed life in 2012. The variability in deal activity creates uncertainty and rewards preparedness. Now more than ever, it is critical for dealmakers and their counsel to stay abreast of the latest trends and forecasts. Will the tough markets of the last year give way to greater stability and optimism in the second half of 2012?  How will buyers and sellers ...

Recorded on: Sep. 10, 2012

SARKIS JEBEJIAN: It's 4 o'clock. Why don't we start our last panel of the day? In some ways, it's a perfect ending. In the morning, we heard a lot about how a large part of the M&A activity this year has been spinoffs and other divestitures, some of it activist driven, and so the last panel today is, in fact, to talk about those kinds of transactions. We have a great panel starting all the way to your left-- Paul Shim, who is a frequent guest ...

Recorded on: Sep. 10, 2012

JOHN C. KOSKI: Well welcome everybody. Pleased to be here. Wanted to talk about ethics today from a different perspective. Rather than talking about mergers, I'm going to be talking about movies and hopefully we can all leave with a little bit of a feel good appreciation that no matter how bad a day you've had in your practice, there's been some movie lawyer somewhere who's had it worse. So what we are going to do today is kind of review a few clips. ...

Recorded on: Sep. 10, 2012

SARKIS JEBEJIAN: Well it's 1:45m why don't we get started. The next panel is about shareholder activism, a topic we heard a little introduction on in the opening panel with the bankers this morning and we have a great, great group of speakers for this afternoon. Starting furthest away from me, we have Chris Young who's the head of the takeover defense practice at Credit Suisse, and he's well known to all of us for his prior life as well when he was ...

Recorded on: Sep. 10, 2012

LAUREN NOCHTA: Now it is my pleasure to introduce you to the chairs of today's program, Scott Falk and Sarkis Jebejian. Scott is a partner in the Chicago office of Kirkland and Ellis, where his practice focuses primarily on mergers and acquisitions, and securities offerings for public company clients. His broad base of experience includes negotiated mergers, tender and exchange offers, joint ventures, acquisitions and divestitures of subsidiaries, ...

Recorded on: Sep. 10, 2012

SPEAKER 1: OK. While everyone's getting seated I'll just start with the introductions of our next panel so that we can stay on time. To Sarkis's immediate right is Anne Foster. Anne's with Richards, Layton & Finger, in Wilmington, Delaware. She's a litigator. She represents clients in highly complex, corporate and commercial litigation matters. And she's a frequent speaker on issues of importance to deal lawyers, and also a good friend of the ...

From the program: Drafting Securities Filings 2012

Recorded on: Oct. 5, 2012

Taken from the Web Program Drafting Securities Filings 2012 recorded September, 2012 in New York. Lecture Topics  [00:59:18] Securities Filings in M&A Transactions  [00:59:18] ’33 Act issues - Form S-4 and Rule 425 Tender offers - Schedules TO and 14D-9 “Going Private” transactions - Schedule 13E-3 Exempt offerings in M&A transactions - Regulation D and fairness hearings The purchase ...

Recorded on: Oct. 5, 2012

STEVEN V. BERNARD: Before we do-- before we move to our next topic, there is one web question that was held over earlier. And I'll ask it and try and answer. It says-- this came up in the context of when Gideon Schor was speaking about expertising. It says, the board is required to designate an expert director on the audit committee. So that would be the audit committee financial expert. Does that person become an expert for purposes of Section 11B, ...

From the program: Advanced Patent Licensing 2012: Current Developments and Best Practices

Recorded on: Oct. 23, 2012

Taken from the Web Program Advanced Patent Licensing 2012: Current Developments and Best Practices recorded October, 2012 in San Francisco. Lecture Topics  [02:01:25] Analysis of a Patent License Agreement  [02:01:25] The 30 page license agreement: where are the land mines? Are you a deal killer? When to kill the deal What makes a patent license fair for both sides? What are the hot legal buttons? Are patent ...

Recorded on: Oct. 23, 2012

MARK S. HOLMES: Thank you, John, and welcome back. To me this is the most enjoyable parts of the whole program. And I want to thank our panelists we're going to introduce now for appearing. On my far left is Winston Henderson. He's a vice president and general counsel at NanoTerra, a Boston-based nanotechnology company with life science and non-life science divisions. Before that, he was at Surface Logix, which is a biopharmaceutical and drug development ...

From the program: Understanding the Securities Laws 2012

Recorded on: Dec. 17, 2012

Taken from the Web Program Understanding the Securities Laws 2012 recorded December, 2012 in New York. Lecture Topics  [00:59:59] Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions  [00:59:59] How the federal securities laws are triggered Cash vs. stock consideration Mergers Third-party tender offers Issuer tender offers and going private transactions The purchase price of ...

From the program: Securities Regulation Institute 2012 (44th Annual)

Recorded on: Nov. 13, 2012

Taken from the Web Program Securities Regulation Institute 2012 (44th Annual) recorded November, 2012 in New York. Lecture Topics  [01:31:46] M&A Returns: Friendly and Unfriendly Deals  [01:31:46] Current trends in the M&A market and in deal terms and structure Dealing with financial adviser conflicts How far can you go in locking up the deal? Defensive practices after Airgas Dealing with financing ...

From the program: Banking Law Institute 2012

Recorded on: Dec. 17, 2012

Taken from the Web Program Banking Law Institute 2012 recorded December, 2012 in New York. Lecture Topics  [01:15:22] Current and Future M&A Activity & Regulatory Challenges for M&A Activity  [01:15:22] Current and Future M&A Activity – The coming consolidation wave? – Key structuring risks/challenges in the new environment – Managing FDIC loss-sharing agreements in M&A transactions  ...

Recorded on: Dec. 10, 2012

Taken from the briefing FCPA Due Diligence in Cross-Border Transactions recorded December, 2012. With stricter enforcement of the FCPA and the increase in cross-border acquisitions and multinational strategic alliances, companies are increasingly finding that due diligence takes on a whole new level of importance. Business practices vary from market to market, but acquirors need to be prepared for the challenges that they may face ...

Recorded on: Dec. 17, 2012

LEE A. MEYERSON: As I mentioned at the beginning of this conference, at one point within living memory, this conference was actually the bank M&A conference. Bank M&A has now been reduced to a 45-minute panel with three panelists. But I'm sure some day it's all going to change, and we'll stop talking about enforcement actions and start talking about doing deals. We have three of the leading market players in such bank M&A as there is. ...

Recorded on: Dec. 17, 2012

ADELE HOGAN: Thank you. So here we go again, and we're in the last part of the program in the home stretch. And we're going to have two one-hour panels. The first one's going to be a general review of M&A and securities law issues. It goes very fast but it will give you a lot of the buzz words, and the new trends and things, and there are excellent materials included in the book and in the slides. And then we're going to spend an hour, that's ...

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 ...

Released on: Jan. 4, 2013

Taken from the briefing FCPA Due Diligence in Cross-Border Transactions recorded December, 2012. On November 14, 2012, the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) released their much-anticipated Resource Guide to the Foreign Corrupt Practices Act, a self-described “unprecedented undertaking … to provide the public with detailed information about our FCPA enforcement approach and priorities.”  ...

Recorded on: Jan. 4, 2013

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, First Read-- DOJ/SEC's Resource Guide to the Foreign Corrupt Practices Act. 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 ...

Recorded on: Jan. 9, 2013

Taken from the briefing JOBS Act: Growing Momentum recorded January, 2013. Since enactment of the JOBS Act in April 2012, the Staff of the Securities & Exchange Commission has published many of the required studies and released significant guidance concerning many of the JOBS Act provisions. Market practice continues to evolve in relation to emerging growth company IPOs. Lecture Topics  [Total Time: 01:09:15]  ...

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 ...

Course Handbook from the program Silicon Valley Corporate Law Update 2013, held January, 2013.

From the program: Taxation of Financial Products and Transactions 2013

Recorded on: Jan. 22, 2013

Taken from the Web Program Taxation of Financial Products and Transactions 2013 recorded January, 2013 in New York. Lecture Topics  [00:59:53] Financial Products Issues in Mergers and Acquisitions  [00:59:53] 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 from the Course ...