Corporate & Securities

Mergers & Acquisitions

Recorded on: Mar. 9, 2012

IGOR KIRMAN: All right, welcome back. I know you'll be filtering in, and hello again to everyone on the web. It is my pleasure to introduce the third panel. And as I told you this morning, when I sort of gave you the outline of what we'll be talking about this entire day, there's a progression. And as you saw, we talked about structuring in the first panel. Then went on to the preliminary agreements, which sequentially is what you would think about ...

Recorded on: Mar. 9, 2012

IGOR KIRMAN: So first I want to introduce my co-panelists on the first panel, Ray Gietz, at Weil, Gotshalt, and Louis Goldberg at Davis Polk. And you have their full bio. And I was going to read you a little bit. But rather than read the very long list of deals that they've worked on-- Ray has sold General Motors to the government, and Louis represents Exxon and CBS and companies like that-- I want to characterize this panel in a different way because ...

Recorded on: Mar. 9, 2012

IGOR KIRMAN: I know people will be filtering in so, this is, as they say, the moment you've been waiting for. I've promised you an evolution in complexity and in interest. And you've gotten to the very end, the hostile deal panel with a bunch of hostile guys. And I think what you've heard to date, again, structuring preliminary agreements. The heart of an agreement, and what they're going to talk about is a particularized form of M&A transactions. ...

Recorded on: Mar. 12, 2012

LAWRENCE S. MAKOW: Good afternoon. It always seems like we run out of time at the end for questions. So I decided I would see if there any questions for this panel first. All right, that was pretty lame. I wanted to basically just say a few short words. This panel is a look at the current state of financial institution M&A and restructuring. We'll have to use a microscope to see it. But no, I think there's a lot of interesting things going on, ...

Recorded on: Mar. 15, 2012

SAJID. F. HUSSEIN: We wanted to just kickoff by explaining the format slightly. All of the things that we've talked about in the sessions so far and the ones to come tomorrow apply to all of us in varying degrees at different institutions. And the idea really was to pick out the salient points, the bits that we find difficult, that things that we are grappling with, the issues that keep us awake at night, that give us the migraines, that cause us ...

Recorded on: Mar. 15, 2012

RICHARD MORRISSEY: Well, I guess the mike is working. If we can start, it would be terrific. And maybe some people could come in from outside. First, like the SEC, I'd like to start with a disclaimer. Anything you see in the flyer about what we're going to talk about is untrue and unaccurate. So we're actually going to do something quite different. In any event, as those of you who've been here before, you've seen the routine. We're going to lay ...

Recorded on: Mar. 15, 2012

NILUFER VON BISMARCK: Good afternoon. I think we'll get started. Good afternoon everybody, and welcome to the Corporate Governance Session, What The Future Holds for Corporate Governance. Charles and I will be moderating the session. And we're very lucky to have a very experienced set of panelist here, which I'll introduce them from my left. Chris Hodge, who's the Head of Corporate Governance at the Financial Reporting Counsel and is responsible ...

From the program: IP-Driven M&A: The Revolution Has Arrived

Released on: Apr. 3, 2012

Audio CD's from the program IP-Driven M&A: The Revolution Has Arrived, held March 2012.

Recorded on: May. 2, 2012

Taken from the Web Program Advanced Trademark Law Annual Review 2012 Recorded May, 2012 in New York Trademark Due Diligence in Corporate Acquisitions [00:58:30] Portfolio management pending acquisition Evaluating the integrity of a portfolio Chain of title issues Security interests/liens International considerations and use of foreign counsel The purchase price of this segment includes the following article(s) from ...

Recorded on: May. 2, 2012

KIERAN G. DOYLE: Good afternoon. Welcome back. I hope you all had a good lunch. We're going to start off our afternoon session with the topic, Trademark Due Diligence in Corporate Acquisitions. Our speaker will be Stephanie Foster. She's going to help us understand how to navigate the corporate transfer of intellectual property rights. Ms. Foster's a Vice President and Senior Attorney with Pearson Education, one of the world's leading and largest ...

Recorded on: May. 9, 2012

Taken from the Web Program The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2012 Recorded May, 2012 in New York Hypothetical: Joint Ventures - Synergistic Relationships and Compliance Headaches [01:15:26] Establishing the joint venture with anti-corruption risk in mind Inheriting the joint venture Majority v. minority stakes Government expectations - US/UK Joint ventures with State-Owned ...

Recorded on: May. 14, 2012

Taken from the Web Program Antitrust Institute 2012: Developments & Hot Topics Recorded May, 2012 in New York Acquisitions and Mergers [01:05:58] Section 7 of the Clayton Act Revised Horizontal Merger Guidelines Critical H-S-R reporting updates What are the latest enforcement activities at federal and state levels? Recent decisions involving unilateral and coordinated competitive effects Investigations of non-reportable ...

From the program: Acquiring or Selling the Privately Held Company 2012

Released on: Jun. 22, 2012

Our experienced faculty 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, and about the techniques and strategies ...

Recorded on: May. 8, 2012

YVONNE S. QUINN: And now we don't give you a moment's rest-- on we go! We're going to move into the mergers section now and talk about a topic, for those of you who are a corporation, sooner or later, you will probably have some kind of an acquisition or merger in your practice. And there are some handouts. Anybody raise their hands if they don't have one and we'll get them to you, so if you want to scribble on them, or whatever, you'll be able to ...

From the program: Delaware Law Developments 2012: What All Business Lawyers Need to Know

Released on: Jun. 26, 2012

Delaware law plays 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: Jun. 12, 2012

DAVID W. POLLAK: OK, so let's get started. It's 3:30. We're on to the last segment of the day, but the best. So we're going to start with international aspects of M&A transactions. And Alyssa Grikscheit from the Sidley Austin firm is here to speak with us, Alyssa has a diverse corporate practice that encompasses M&A, among other matters. So Alyssa. ALYSSA A. GRIKSCHEIT: Sure. Well, I like to think that you've heard a lot about M&A and ...

Recorded on: Jun. 12, 2012

DAVID W. POLLACK: OK, the next topic is employee benefits. And Mark Poerio, who is a partner at Paul Hastings in Washington in the Employment Law department of that firm and whose practice relates to employment law matters, including in the context of M&A, is going to walk us through some of the employee benefit and labor and employment related matters. Mark? J. MARK POERIO: Yeah, thank you, very much. Yeah, I didn't get a pen today for being ...

Recorded on: Jun. 12, 2012

DAVID W. POLLAK: In the afternoon session we'll have a discussion of indemnification for about 45 minutes. Followed by a discussion of special issues relating to divisions or subsidiaries. Take another break, and then we'll have the last segment of the day, which actually has three 30 minute presentations. OK. So, indemnification is a really important topic. Which, you probably heard a lot about this morning, and before this morning. So, let's see ...

Recorded on: Jun. 12, 2012

DAVID POLLAK: Let me get into the substance of the program. Our first speaker is Marshall Heinberg. He spoke last year as well. Marshall is head of Oppenheimer's investment banking department, senior managing director at the firm. If you read his bio carefully, you'll see he's also a lawyer. Although I don't think he advertises that as much. But with that, Marshall, if you can get us started that would be great. MARSHALL HEINBERG: OK. Good morning, ...

Recorded on: Jun. 12, 2012

DAVID W. POLLAK: 1:45. Hopefully everybody had a nice lunch break. So, continuing-- this morning, there were a couple of instances where questions were raised with respect to fiduciary duties. And lo and behold, our next topic is just that-- fiduciary duties of directors and majority shareholders, which is an important topic not only in the public context, but also in the private context. And here to discuss that with us is Ron Deutsch, who's a counsel ...

Recorded on: Jun. 12, 2012

DAVID W. POLLAK: It's 11:30, why don't we get started again. The next piece of the program is one that we've alluded to a couple times already this morning, which is dealing with financial sponsors of tremendous importance in the private M&A market. And here to lead us through that discussion is Paul Shim. Paul's a partner at Cleary Gottlieb here in New York, and his practice is an M&A practice dealing, in large part, with financial sponsors. ...

Recorded on: Jun. 12, 2012

SPEAKER 1: Our next speaker is Audra Cohen, who is a partner Sullivan and Cromwell. And Audra's practice is a broad one dealing with buyers, sellers, boards, financial advisers, and M&A transactions, including lots of private transactions. And she's going to be speaking about letters of intent and other preliminary considerations, often the initial point at which a lawyer will start to get involved in a transaction. And ready to roll? AUDRA COHEN: ...

Recorded on: Jun. 18, 2012

SPEAKER 1: Welcome everyone. And thank you for attending. We have an audience, I hear, that will grow as the morning progresses. But it's one of our largest audiences. And we also have a large following out on the web today. And so we're very pleased to have this great level of participation in this seminar. We've been doing this for a number of years now. Steve and I have been involved in it for, I'd say, seven or eight years maybe. Prior to our ...

Recorded on: Jun. 18, 2012

GREGORY P. WILLIAMS: OK, folks, we're going to get started. We've got a lot of people out there on the internet who want us to stay right on schedule, and that's what we're going to do. Just logistically, so you know, there will be no break between this panel and our keynote address at noon. And then after the keynote, we will have lunch. So let's go ahead and get started. This panel is comprised of top transactional attorneys who operate at the ...

From the program: M&A Litigation 2012

Recorded on: Jun. 29, 2012

Taken from the Web Program M&A Litigation 2012 recorded June, 2012 in New York. Lecture Topics  [01:07:14] Tackling Procedure: Corporate Benefit Fee Awards and the Motion to Expedite  [01:07:14] Predicting, Awarding, Timing and Allocating Corporate Benefit Fee Awards - Can fee awards be predicted? - What is the right methodology for valuing corporate benefits? - Should the courts enter interim fee awards?  ...