July, 2013

Corporate & Securities

From the program: Cybersecurity 2013: Managing the Risk

Released on: Jul. 15, 2013

Not long ago, “cyber attacks" invoked futuristic battles in a virtual universe. Today, the threats posed by cyber attacks are very real, and are wreaking havoc on companies around the world. No industry sector is immune, and cybercrime targets have broadened significantly. Media reports of the staggering number of increasingly sophisticated cyber attacks attest to this trend, with organizations such as The New York Times, The Washington Post, Twitter, ...

From the program: Internal Investigations 2013

Released on: Jul. 9, 2013

Knowing how to conduct effective and efficient internal investigations is key to protecting your clients or company. Companies and their counsel need to be diligent and proactive in identifying risks and remedying potential issues. In this program, panels of experts from the private bar, in-house and the government use a real-world hypothetical fact pattern throughout the day to review the many considerations and issues that can and do arise ...

Released on: Jul. 2, 2013

Taken from the briefing Hedge Fund Activism: Post-Crisis Reemergence recorded June, 2013.After a relative lull during the financial crisis, hedge fund activism has reemerged as a common phenomenon in the corporate landscape. With a view to driving short-term gains, hedge funds use a variety of approaches to prompt transactions or force other changes in their investee companies. As a result of the increased prevalence of hedge fund activity, preparedness ...

From the program: Audit Committees and Financial Reporting 2013: Recent Developments and Current Issues

Released on: Jul. 5, 2013

As we continue to see many new regulations from the SEC, PCAOB and financial institution regulators, we also continue to see numerous challenges emerge for the audit committee. If you are a director or member of an audit committee, or if you advise audit committees, this program will help you understand what is required of the audit committee, and those who advise them, in this rapidly changing environment. You will hear from an expert faculty of ...

From the program: Private Equity Forum (Fourteenth Annual)

Released on: Jul. 23, 2013

Since the financial crisis a few years ago, private equity firms have been dealing with its aftermath, including increased regulatory and legislative scrutiny of their activities and the activities of their funds as well as difficult environments in which to raise new funds and to get deals done. Many firms were required to register as investment advisers with the SEC and a number of newly registered firms are now undergoing their first SEC audits. In ...

From the program: Fundamentals of Broker-Dealer Regulation 2013

Released on: Jul. 8, 2013

Major changes in broker-dealer regulation and the industry have come about as a result of the financial services crisis and the resulting regulatory reform. At the same time, FINRA’s overhaul of its rulebook as part of its Rulebook Consolidation process is almost complete. This program will provide you with a solid foundation in the regulatory regime applying to broker-dealers, including what to expect next regarding broker-dealer regulation. ...

Released on: Jul. 8, 2013

Taken from the briefing Considerations for End-Users of Derivatives recorded June, 2013.Derivatives market participants are becoming subject to a series of regulatory requirements related to clearing, trade reporting, and record-keeping. Even occasional corporate end-users of derivatives will have to prepare to comply with certain of these new obligations.In this Briefing, James Schwartz and Anna T. Pinedo of Morrison & Foerster LLP, and Matthew ...

From the program: M&A Litigation 2013

Released on: Jul. 11, 2013

What better way to learn about M&A litigation than from the attorneys that litigate the nation’s most important M&A disputes and the judges who preside over them? We have assembled judges from the Delaware Supreme Court and the Court of Chancery - the most experienced and respected courts on M&A matters - and distinguished M&A litigators to give you their perspectives on the best ways to handle corporate M&A disputes.Whether you ...

From the program: Doing Deals in and with Emerging Markets: BRICs and Beyond 2013

Released on: Jul. 25, 2013

With emerging markets players, like those of the BRIC (Brazil, Russia, India and China) countries, playing an ever greater role in the global economy, attorneys and other professionals facilitating cross-border transactions need to familiarize themselves with their perspective on inbound and outbound investments. According to a recent Office for Economic Co-operation and Development study, emerging markets will account for over 60% of global economic ...

Recorded on: Jul. 11, 2013

A. THOMPSON BAYLISS: So name that judge who said the following, "I'm just going to confess out loud that I have reached the point in my career of what I will call 'disclosure fatigue.' That is the struggle that the court goes through to try to figure out what information, about a target's financial advisor's analysis, needs to be disclosed to stockholders." Well everybody's voting. I'll just ask the panel, who here suffers from disclosure ...

Released on: Jul. 12, 2013

Taken from the briefing Return of Structured Finance and Residential MBS recorded June, 2013.As the U.S. capital markets continue to gain relative strength and longstanding regulatory uncertainties are resolved, ABS, MBS and covered bond issuers are increasingly inquiring about the prospects for entering these markets once again. The years since the financial crisis have brought sweeping changes in the rules affecting structured finance in the U.S., ...

Recorded on: Jul. 12, 2013

JOHN DU: All right, so this panel, we are going to talk about resolving international disputes. Well, no talk on doing business internationally can omit an international dispute discussion. So today we are fortunate to have several distinguished panelists from different jurisdictions to talk about how to resolve international disputes. Dietmar is going to introduce the panel because I'm very bad at pronouncing Latin names. DIETMAR W. PRAGER: Well, ...

Recorded on: Jul. 12, 2013

JOHN DU: All right, thank you. We are going to move to the next panel, which is antitrust. We have talked about how to do due diligence in the emerging markets as well as on negotiations. And antitrust is one of the primary concerns in structuring a deal. So today, we have three panelists here. And all of them are M&A lawyers with a focus, for Janet and Mariana, in antitrust. So today, I'm going to introduce the speakers first. And then we'll ...

Recorded on: Jul. 12, 2013

JOHN DU: So we're moving to the next topic of ethics. This has been a traditional topic for the past, at least seven years for this program. And the predecessor of this program. And very often, it has led to great discussion and a lot of participation from the audience. We hope to repeat our success in the past sessions. And we're still missing one panelist. And he emailed. And he should be here very, I believe, momentarily. But PLI has its rules, ...

Recorded on: Jul. 12, 2013

PAULO C. ARAGAO: Good morning. It's a pleasure to be here. And although definitely I'm not the political scientist, let me talk a little bit about what we think is happening in Brazil-- we're not sure, but what we think is happening there. We have a line in our national anthem, written 200 years ago, that talks about a sleeping giant. I think the giant is awakening. We have a country with 200 million inhabitants with now a very powerful middle class, ...

Recorded on: Jul. 16, 2013

Taken from the briefing Supreme Court's Shelby County and the Future of Voting Rights Enforcementrecorded July, 2013.On June 25, 2013, the Supreme Court of the United States issued one of the most significant voting rights opinions in decades: Shelby County, Ala. v. Holder.  The Court considered the constitutionality of Section 5 of the federal Voting Rights Act, which requires certain "covered" jurisdictions to obtain advance ...

From the program: Fundamentals of Investment Adviser Regulation 2013

Released on: Jul. 31, 2013

In the aftermath of the financial crisis and the resulting regulatory reform, the SEC has advanced significant rulemaking to impose a greater degree of controls on investment advisers’ operations. In fact, the SEC has put the regulation of investment advisers under the microscope, establishing new rules related to adviser custody, political contributions and adviser disclosure and has retooled its adviser exam program.In this program, you ...

Recorded on: Jul. 18, 2013

CLIFFORD E. KIRSCH: All righty. We are back. Hope you had a nice lunch. And we are going to get into our next session, which is Regulation of Advisers (Part II), which is looking at the framework for applying brokerage and trading practices and what are the rules and regulations with respect to the adviser brokerage and trading practices. And I'm sincere when I say I couldn't think of somebody, a better fit to do this panel. I'm very, very pleased ...

Recorded on: Jul. 18, 2013

CLIFFORD E. KIRSCH: Thanks everyone, and welcome back. For this next panel, we're going to be doing that Part 1, that I mentioned earlier, Part 1 of Adviser Act Regulation, and exploring some of the concepts we just introduced briefly at this last panel. And this first panel is going to look at "Attracting Clients and Establishing the Adviser-Client Relationship." So again, going back to the framework we set out-- advertising, referral relationships, ...

Recorded on: Jul. 18, 2013

CLIFFORD KIRSCH: All righty, and we are going to go right into the next panel. And I'm here with Phil Rutledge, and what Phil and I wanted to do was give you an overview, just assume-- put beside the analysis of is someone required to register or not. Someone is required to register. They're doing activity. That's an adviser. What Phil and I wanted to do in this panel is really just set the stage of what does it mean to be registered, what does it ...

Recorded on: Jul. 18, 2013

ROBIN GOLDSTEIN: Now it's my pleasure to introduce you to the chair of today's program, Cliff Kirsch. Cliff Kirsch is a partner at Sutherland, Asbill, and Brennan here in New York City where he focuses on adviser and broker-dealer issues. Before joining Sutherland, Cliff served as an assistant director at the SEC's Division of Investment Management, and then became chief legal officer for a duly registered broker-dealer adviser. Cliff is the editor ...

Recorded on: Jul. 18, 2013

CLIFFORD E. KIRSCH: Welcome back. And our next session is part III of adviser regulation. You're the final part, and then we have a break. And then we look at adviser to private fund issues. And on this session, we want to really go-- take a pretty deep dive into some of the concepts we mentioned at the earlier session, the requirements regarding a compliance program, record keeping and exams. What are the requirements with respect to advisers with ...

Recorded on: Jul. 18, 2013

CLIFF: Thanks for sticking with us today. It's been a great audience and a great program. So thanks for your attention throughout. I'm very pleased to introduce our last panel, which is a dedicated panel. We structured this, just because of all the issues that are arising and people are dealing with, a standalone panel on advisors to private funds. And I'm very pleased to welcome, to my right, Peter Rosenblum. Peter has spoken on this program. But ...

Course Handbook from the program PLI's Ethics Programs: Summer 2013, held July, 2013.

From the program: Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know

Recorded on: Jul. 23, 2013

Taken from the Web Program Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know recorded July, 2013 in San Francisco.Lecture Topics  [01:00:45]What the Statement of Cash Flows Tells You  [01:00:45] What this statement can tell you about a company’s financial health and the significance of supplemental and certain non-cash informationThe purchase price of this segment includes the following article from ...