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Past 12 Months

Corporate & Securities

Contract

Recorded on: Jan. 14, 2013

KENNETH CHIN: When Grace talked about the audience feedback, we really do welcome that. I just want to tell you that people last year said they appreciated some of the props I brought along for my presentation. I'm doing a slightly different one this year. But I also want to let you know that us UCC lawyers are a special breed, we actually have our own coffee. So if you want a taste of this, I'm going to pour some in my cup, but I'll leave the open ...

Recorded on: Jan. 15, 2013

Taken from the Web Program Secured Transactions 2013: What Lawyers Need to Know About UCC Article 9 NY Recorded January, 2013 in New York A. Basic Building Blocks: Attachment, Perfection,and Priority; B. Drafting the Security Agreement [01:15:39] A. Basic Building Blocks: Attachment, Perfection, and Priority Does Article 9 apply to the transaction? What does a security agreement require? When does an oral security agreement ...

Recorded on: Jan. 3, 2013

GRACE E. O'HANLON: It's now my pleasure to introduce you to the chair of today's program, Alyssa Grikscheit. Alyssa is a partner in the New York office of Sidley Austin. She has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances, and restructurings. She represents domestic and foreign ...

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. 3, 2013

ALYSSA GRIKSCHEIT: OK. We are moving on to acquisition agreements. You'll notice this is the longest segment of the day. We have a networking break in the middle of it. It is worth devoting this amount of time to the topic, though. These types of agreements are very complex, and I think if you can negotiate these, you can negotiate almost anything. It gives me great pleasure to introduce Sarkis Jebejian. He's a corporate partner of Kirkland & ...

From the program: Asset Based Financing Strategies 2013

Recorded on: Mar. 18, 2013

Taken from the Web Program Asset Based Financing Strategies 2013 recorded March, 2013 in New York. Lecture Topics  [01:00:04] Equipment Financing Issues  [01:00:04] Brief review of common equipment financing structures including leasing Issues involving perfection by filing Stumbling blocks in obtaining purchase-money equipment priority When to do a fixture filing Exploring common equipment financing ...

Recorded on: Mar. 19, 2013

GRACE E. O'HANLON: It's my pleasure to introduce you to the chair of today's program, Vincent Martorana. Vinny is counsel in the corporate and securities group with Reed Smith's New York office. His practice includes the representation of clients in domestic and cross border mergers, stock an asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructuring, private equity investments, and security ...

From the program: Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider 2013

Released on: Apr. 2, 2013

The reduction to writing of an agreed-upon understanding among parties can sometimes be viewed as a cursory step in formalizing a business relationship. Yet the manner in which concepts are expressed on a page is often as important as the concepts themselves. Solid contract-drafting skills are therefore essential tools to any professional who deals with transactions or business relationships. Unfortunately, although contract counterparties might have ...

Recorded on: Sep. 10, 2012

MICHAEL TREISMAN: But if you don't satisfy that exemption, you still have to register as a registered investment company. 7(d) is really what applies to just offshore entities, not onshore entities. On the Investment Advisers Act side, as Dan mentioned, obviously, there has been heightened requirements for purposes of managers needing to register. And generally speaking, if you have more than $100 million in assets under management with some clients ...

Recorded on: Sep. 10, 2012

Taken from the Web Program Hedge Funds 2012: Strategies and Structures for an Evolving Marketplace Recorded September, 2012 in New York Basic Hedge Fund Structures [01:00:07] Formation of domestic and offshore structures Current terms and conditions for hedge funds Developments regarding fee arrangements Fundraising activities, private placement requirements, pay-to-play issues The purchase price of this segment includes ...

Recorded on: Oct. 16, 2012

EWA KNAPIK: Hello, again. At this time, I would like to introduce our last panel of today. This is the Closing Business Transactions panel. And it is my pleasure to introduce our speakers. Both of them are founder and senior managing directors of Pharus Advisors. Michael Goodman is, as I said, the founder and senior managing director. His experience includes significant operational experience in technology companies, M&A and deal making from ...

Recorded on: Jun. 6, 2012

ERIC B. SLOAN: So while our panelists are getting settled, this is our last panel of the day. This is a panel on closing business transactions. And before I let these guys get started, first let me introduce them. Drew Buechley is sitting to my immediate right. And to my far right is Michael Goodman. Drew and Michael are Senior Managing Directors, essentially partners, at Pharus Advisors in San Francisco and New York, respectively. Pharus is, I think, ...

Recorded on: Oct. 19, 2012

Taken from the Web Program Pocket MBA Fall 2012 Recorded October, 2012 in New York Closing Business Transactions [01:01:32] A detailed look at negotiation How to divide-and-conquer when working with an investment bank Common stumbling blocks to closing transactions Examination of “fringe” deal issues that often create transaction friction Non-disclosure agreements from the banker’s perspective Letters ...

Recorded on: Jun. 6, 2012

Taken from the Web Program Pocket MBA Summer 2012 Recorded June, 2012 in San Francisco Closing Business Transactions [00:59:50] A detailed look at negotiation How to divide-and-conquer when working with an investment bank Common stumbling blocks to closing transactions Examination of “fringe” deal issues that often create transaction friction The purchase price of this segment includes the following article(s) ...

From the program: Drafting Securities Filings 2012

Released on: Oct. 12, 2012

This workshop will analyze in detail the principal forms and certain drafting issues and techniques used in filings with the SEC under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”), with particular emphasis on the mechanics of and timing for assembling particular filings. Recent legislation, including the controversial Jumpstart Our Business Startups (“JOBS”) ...

Recorded on: Jan. 3, 2013

ALYSSA A. GRIKSCHEIT: Great. Welcome back. Thank you. It's now my pleasure to introduce Eric Alan Stone. He's a litigator. He's a partner at Paul Weiss. And he will talk to us about when deals go bad. ERIC ALAN STONE: Hi, folks. Nice to meet you all. So let me start by asking for a brief show of hands. How many of you are litigators? Oh my god, I'm alone. We're nine short of litigator minion. OK. All right. So giving the litigators lecture speech ...

Recorded on: Mar. 18, 2013

CHRISTINE GOULD HAMM: Thank you, Ed. OK. Good morning. We're going to start off nice and easy. I know it's Monday morning at the time change just happened, so it feels much earlier than it is, even. So we'll start off nice and easy and we'll probably get to some more challenging and interesting topics as we move along. So Equipment Financing-- in your course handbook if you're following along there, the materials are at page 127, the presentation ...

Recorded on: Mar. 18, 2013

EDWIN SMITH: So at this point, we're going to go into ethics in asset based lending that some of you may say is an oxymoron. But we're going to try to deal with some ethical problems. And Christine Gould Hamm and myself are going to try to walk through these. Other panelists are encouraged to speak up, as is the audience. JUNE BASDEN: I made it so I would not be in the middle of the discussion. EDWIN SMITH: And I hope we get more from our people ...

Recorded on: May. 7, 2012

DAVID BRITTENHAM: All right, we're back and we're going to now hear from our second panel, three luminaries of leverage finance. Angela Fontana to the far right, a partner at Weil, Gotshal. Ann Makich, a partner at Cahill Gordon, and Marissa Wesely, a partner at Simpson Thacher. You're on. MARISSA WESELY: Well, it's great to be back here once again. It's always fun for us to get together and compare notes. Just to kick it off and sort of set the ...

Recorded on: May. 8, 2012

Taken from the Web Program Leveraged Financing 2012 Recorded May, 2012 in New York Financing Commitments and Acquisition Agreement Terms [01:29:35] A. Trends in Financing Commitments Financing commitment process Conditionality; agreed precedent principles Bridge loan terms; securities demand rights Market flex rights Fee terms and structures Highly interested and highly confident letters B. Acquisition Agreement ...

Recorded on: Mar. 18, 2013

EDWIN E. SMITH: Before we start with Marshall and Inventory Financing, we did have one question, which was, how is Puerto Rico treated under Article 9? And the answer is, well. Puerto Rico has the most advanced Article 9 of any state of the United States, if it were a state. But Puerto Rico adopted the 1999 revisions to Article 9 in January. And as part of that adoption it also enacted the 2010 Amendments to Article 9, which everywhere else had a ...

Recorded on: Mar. 19, 2013

VINCENT R. MARTORANA: Welcome back to the second half of Contract Drafting CLE. We'll deal with some more advanced concepts here. I'm going to start off actually with a recap of what we discussed on the first half, because it really is sort of the real-- now kind of the real heart of the total three-hour presentation is really in that first half. So I'll spend a decent chunk of time doing a bit of recap on that. And then we'll get into some specific ...

Recorded on: Sep. 10, 2012

DANFORTH TOWNLEY: Welcome back, everybody. We're going to start our next panel. Where we get to hear from the experts on prime brokerage issues that are basically a lot of the bread and butter of actual trading activity and trading relationships of hedge funds. And the panelists today are to my right, Harry Jho who's a partner at his company Harry Jho, LLC. And he's been working for buy side and sell side firms and in working on exactly this area ...

Recorded on: Mar. 18, 2013

EDWIN E. SMITH: OK. Welcome back, everyone. And let me introduce a couple of new panelists that we have up here. Is June up here? I didn't see. Oh, she's over in the corner. She'll be up later. But Joanne DeSilva is with me, who is one of my partners at Bingham who is involved in a lot of asset-based lending, and the two of us are going to talk about a few little tidbits here. I'll mention briefly non-UCC liens, then we're going to go into intercreditor ...

Recorded on: Mar. 18, 2013

SCOTT A. LESSNE: Thank you, Ed. For those of you who are following along in the book, the narrative section starts on page 211, and the PowerPoint presentation starts on page 373. So before we start sort of delving into the details of receivables, I want to step back, for a second, and talk a little bit about just asset-based lending, from a slightly different perspective. I spent 20 years in-house watching the sausage being made. And also doing ...