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Corporate & Securities

Corporate Finance

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: Mar. 4, 2013

Taken from the Web Program Venture Capital 2013: Nuts and Bolts Recorded February, 2013 in New York A. Positioning Your Company for Venture Capital Financing/B. Anatomy of a Venture Capital Deal [01:28:24] A. Positioning Your Company for Venture Capital Financing Key issues in company formation Founders’ stock arrangements Angel and seed financing B. Anatomy of a Venture Capital Deal   Equity structures ...

Recorded on: Jun. 6, 2012

Taken from the Web Program Pocket MBA Summer 2012 Recorded June, 2012 in San Francisco A Detailed Look at Basic Financial Statements [01:32:37] The purpose of financial statements - Reporting to stakeholders - Comparability Basic Financial Statements - Income Statement - Balance Sheet - Statement of Cash Flows - Statement of Shareholders’ Equity Accounting fundamentals and core concepts  ...

Recorded on: Jan. 29, 2013

Taken from the Web Program Mergers & Acquisitions 2013: Trends and Developments Recorded January, 2013 in New York Advising the Board of Directors [01:01:51] Directors’ fiduciary duties-trends in the Delaware case law Business Judgment Rule Importance of independent directors Reliance upon third-party advisors and fairness opinions Need for special committees Enhanced scrutiny Considerations applicable ...

Recorded on: Oct. 19, 2012

Taken from the Web Program Pocket MBA Fall 2012 Recorded October, 2012 in New York A Look at Financial Statements [01:46:55] Overview of the accounting process, roles and responsibilities, including an overview of internal financial reporting and accounting Overview and use of basic financial statements Select core accounting concepts, including: - Cash vs. accrual accounting - Fair value and mark-to-market - Capital ...

Recorded on: Apr. 12, 2013

Taken from the Web Program How to Prepare an Initial Public Offering 2013 Recorded April, 2013 in New YorkAn Overview of the IPO Registration Process [01:11:21] Current state of the IPO market Considerations at the planning stage of an IPO Drafting of the registration statement and reduced disclosure requirements for emerging growth companies The purchase price of this segment includes the following article(s) from the Course Handbook available ...

Recorded on: Oct. 22, 2012

Taken from the Web Program Fundamentals of Swaps & Other Derivatives 2012 Recorded October, 2012 in New York Bilateral OTC Derivatives: Termination, Valuation, Netting, Closeout, Netting Opinions [00:58:48] Netting opinions and jurisdictional considerations Valuation at termination: case law issues Other issues The purchase price of this segment includes the following article(s) from the Course Handbook available online:  ...

Recorded on: Apr. 22, 2013

Taken from the Web Program Private Placements and Other Financing Alternatives 2013 NY Recorded April, 2013 in New YorkCommunications Issues and Unannounced Offerings [00:59:19] Regulation FD Communications safe harbors Material nonpublic information Confidentiality and Non-Disclosure Agreements Standstills and trading prohibitions Compliance concerns for placement agents and underwriters The purchase price of this segment includes the ...

Recorded on: Jul. 17, 2012

Taken from the Web Program Thirteenth Annual Private Equity Forum Recorded July, 2012 in New York Conflicts of Interest and Other Ethics Issues [01:01:09] Conflicts of interest Issues arising among funds with the same adviser Issues arising within the adviser The purchase price of this segment includes the following article(s) from the Course Handbook available online: Conflicts of Interest and Other Ethics Issues  ...

Recorded on: Apr. 30, 2013

Taken from the Web Program First Annual Institute on Corporate & Securities Law in Hong Kong 2013 Recorded April, 2013 in Hong KongDebt Markets [01:00:51] Market overview: current trends and new products PRC corporate bond issues: risks and opportunities High yield in Asia - structural issues Capital structures and leveraged finance in Asia The purchase price of this segment includes the following article(s) from the Course Handbook available ...

Recorded on: Feb. 12, 2013

Taken from the Web Program Twelfth Annual Institute on Securities Regulation in Europe: Overcoming Deal-Making Challenges in the Current Markets Recorded February, 2013 in London Developments in Capital Markets [01:11:54] Budding renaissance for foreign private issuer IPOs in the U.S.? JOBS Act - impact on registered and unregistered offerings in Europe - has it made a difference in how we do deals? Key trends in emerging markets  ...

Recorded on: Mar. 25, 2013

Taken from the Web Program Securities Offerings 2013: A Public Offering: How It Is Done Recorded March, 2013 in New YorkDue Diligence and the Offering Process [01:29:40]The purchase price of this segment includes the following article(s) from the Course Handbook available online: Lawyers as Gatekeepers in the Underwriting ProcessSarah E. Beshar Presentation Material Due Diligence and the Offering ProcessSarah E. Beshar

Recorded on: May. 8, 2012

Taken from the Web Program Leveraged Financing 2012 Recorded May, 2012 in New York Ethical Considerations in Leveraged Financings [01:03:55] Conflicts of interest and conflict waivers Who is the client; prospective and former clients Client confidences Candor in negotiations Contact with other parties represented by counsel The purchase price of this segment includes the following article(s) from the Course Handbook ...

Recorded on: Dec. 18, 2012

Taken from the Web Program Understanding the Securities Laws 2012 Recorded December, 2012 in New York Ethics and Professionalism in Securities Law [01:00:12] Lawyers as targets - special issues facing securities lawyers SEC investigations Foreign Corrupt Practices Act (“FCPA”) Attorney reporting responsibility Practical guidance for addressing difficult ethical issues The purchase price of this segment ...

Recorded on: Jun. 1, 2012

Taken from the Web Program JOBS Act 2012: What You Need to Know Now Recorded May, 2012 in New York Exempt Offerings Under the JOBS Act: Crowdfunding and Regulation A+ [00:57:19] How exempt crowdfunding offerings will be conducted Regulation of funding portals Opportunities created by the new Section 3(b)(2) exemption SEC rulemaking efforts on crowdfunding and Section 3(b)(2) exemptions The purchase price of this segment ...

Recorded on: Mar. 26, 2013

Taken from the Web Program How to Read Financial Statements 2013 Recorded March, 2013 in New York Financial Statements in Legal Practice [01:18:31] Practical application of financial statements in the context of financing transactions Restating financial statements: litigation implications and more Regulatory enforcement and shareholder litigation involving financial statements Public vs. private company financial statement ...

Recorded on: Mar. 15, 2013

Taken from the Web Program Doing Deals 2013: The Art of M&A Transactional Practice Recorded March, 2013 in New York Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors [01:31:03] Confidentiality agreements The role of financial advisors and fairness opinions Effective auction techniques - from bid instruction to closing The purchase price of this segment includes the following article(s) ...

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]  ...

Recorded on: Nov. 15, 2012

Taken from the Web Program 44th Annual Institute on Securities Regulation Recorded November, 2012 in New York Jumpstarting Capital Formation - the New Legislation and Other Developments [01:34:27] Practical impacts of the JOBS Act Measures to foster capital formation while maintaining investor protection Changes in the communications environment after the JOBS Act Dealing with nonpublic public companies Increased pressure ...

Recorded on: Dec. 7, 2012

Taken from the Web Program New Developments in Securitization Recorded November, 2012 in New York New Developments in Traditional ABS (Auto, Equipment Loan and Lease, Student Loan and Credit Card Securitizations) [01:04:54] Recent deals and developments Regulatory and legislative developments Predictions for the future The purchase price of this segment includes the following article(s) from the Course Handbook available online:  ...

Recorded on: Nov. 19, 2012

Taken from the briefing Pensions and Corporate Finance: How to Avoid Buyer's Remorse 2012recorded November, 2012. Ever since the PBGC’s 2007 opinion that a private equity fund with a controlling interest can be liable for a portfolio company’s pension problems, there is increased evidence that corporate transactions can go seriously awry if ERISA benefit plans are not properly addressed. Legal issues are not the only risk ...

Recorded on: Jul. 24, 2012

Taken from the Web Program Fundamentals of Investment Adviser Regulation Recorded July, 2012 in New York Retail Advisory Services; Managed Advisory Programs [01:21:16] The various types of managed advisory programs The role of the sponsor, portfolio manager, and advisory representative Financial planning The purchase price of this segment includes the following article(s) from the Course Handbook available online: Broker-Dealer ...

Recorded on: Oct. 26, 2012

Taken from the Web Program Advanced Swaps & Other Derivatives 2012 Recorded October, 2012 in New York Swaps, Security-Based Swaps and Mixed Swaps: What's Covered and What isn't Covered by Dodd-Frank? Who Are the Regulators? What is the Extraterritorial Reach of Dodd-Frank? [00:59:35] The CFTC, the SEC and the Prudential Regulators Potential reach and likely impact on market participants Extraterritoriality The purchase price ...

Recorded on: Feb. 27, 2013

Taken from the Web Program Spin-offs 2013 Recorded February, 2013 in New York The Decision to Separate [00:56:49] Business and financial factors - synergies and costs Activist investors as a catalyst Using different separation architectures for particular objectives Fiduciary duties of directors and the role of advisers Fraudulent conveyance/insolvency concerns The purchase price of this segment includes the following ...

Recorded on: Dec. 6, 2012

Taken from the briefing Understanding ISS' 2013 Governance and Executive Pay Policies recorded December, 2012. Institutional Shareholder Services (“ISS”), the prominent corporate governance advisory services firm, will be updating its U.S. corporate governance policies for 2013 in the next few weeks.  In the aftermath of the backlash that ISS received during the 2012 proxy season over its new methodology for analyzing ...