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Corporate & Securities

Corporate Governance

Released on: Feb. 7, 2013

Taken from the briefing 10b5-1 Trading Plans and Insider Trading Under the Spotlight: Key Issues Companies and Executives Must Consider recorded January, 2013. A recent front page article in the Wall Street Journal entitled “Executives’ Good Luck in Trading Own Stock” reported that, based on the review of thousands of trades by corporate insiders, many executives appear to have done suspiciously well buying and selling their companies’ ...

Recorded on: Feb. 7, 2013

AMY: It is now my pleasure to turn this briefing over to John Tuttle. JONATHAN TUTTLE: Hello all and welcome and thanks for joining on the call today. What Matt and I are going to talk about really had its most recent origin in some newspaper articles that Matt will discuss later talking about 10b5-1 trading plans and bringing those plans kind of back to the forefront of both the enforcement and the corporate issuer context. I think what we're going ...

Recorded on: Feb. 20, 2013

ALAN L. BELLER: Now for what I always think of as the most exciting subject of the day, which is why we do it immediately after lunch, which is auditing and accounting, continuing evolution in auditing and accounting. And the group that's up her to help us to go through our agenda is on my immediate right, Jack Ciesielski, who is the owner of RG Associates, which is an investment research and portfolio management firm in Baltimore. And Jack is the ...

From the program: Corporate Governance - A Master Class 2013

Released on: Feb. 27, 2013

Recent developments, including increasingly intense shareholder activism, seemingly shorter investment time horizons, and regulatory developments under the Dodd-Frank Act, have accelerated changes in corporate governance. Many of the changes are fundamental and will have a profound impact on public companies, their directors and management, and the securities markets. Our stellar faculty will discuss what has already occurred as well as what ...

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 KongCorporate Governance Issues [01:03:51] Impact of U.S. and U.K. proprietary trading laws Liability issues impacting boards of directors Criteria for and role of independent directors Minority shareholder rights Board audit function: supervision and liability The purchase price of this segment includes the ...

From the program: The SEC Speaks in 2013

Released on: Mar. 9, 2013

Over the past year, the Commission has been engaged in a broad range of rulemaking projects and other initiatives to implement the newly-enacted Jumpstart Our Business Startups Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The Commission has been working to implement the provisions of the JOBS Act, including with regard to the use of general solicitation and general advertising in certain private offerings, new exemptions ...

Recorded on: Feb. 25, 2013

PAUL CHAN: So for our second panel we're going to do a deep dive into the design of the spin-off transaction, in light of the very subjectives that people have, that you just heard about. And the related securities law, accounting, and tax considerations that people to take into account. So for this panel I'm pleased to introduce Nicole Pinder, Eric Schiele, and Eiko Stange. I hope I got that right, Eiko? T. EIKO STANGE: Yeah. PAUL CHAN: Thank ...

Recorded on: Feb. 27, 2013

Taken from the Web Program Spin-offs 2013 Recorded February, 2013 in New York Designing the Spin-off [01:20:31] Securities law requirements Accounting and reporting issues Tax considerations and requirements The purchase price of this segment includes the following article(s) from the Course Handbook available online: Selected Federal Income Tax Considerations in Structuring Section 355 Distributions T. Eiko Stange  ...

From the program: Doing Deals 2013: The Art of M&A Transactional Practice

Released on: Mar. 27, 2013

The M&A market has been experiencing a period of great expectations, with economic anxiety creating uncertainty about the future.  Increased volumes of tender offers, hostile deals, activist campaigns, as well as spin-offs, has been an important trend, while the use of innovative structuring mechanisms, such as contingent value rights, has been another.  M&A participants continue to raise questions about what “the market” ...

Recorded on: Feb. 11, 2013

AMY TAUB: Hello, my name is Amy Taub, and I am a program attorney with PLI. I would like to welcome you to today's briefing, "Empty Voting and the TELUS Experience." Before we begin, I have some administrative announcements. Thie 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 via the course handbook tab in the program ...

Released on: Feb. 11, 2013

Taken from the briefing Empty Voting and the TELUS Experience recorded January, 2013. Empty voting has enormous corporate governance implications.  We rely on the fact that shareholders will vote rationally, in their own economic interest in the issuer.  If the shares are voted at a shareholder meeting by persons who do not have commensurate economic exposure to the company (in other words, if the shares and the economic interest associated ...

Recorded on: Feb. 25, 2013

PAUL J. SHIM: So welcome back. Hope everyone enjoyed a brief break. Now that we've discussed the decision to affect the spin off as well as the parameters that go into the architectural design, we're now going to go into the nitty-gritty of actually carrying the spin off out and pulling it off. For this panel I'm pleased to be joined by Howard Adler of Clifford Chance and my Cleary Gottlieb colleague, Daniel Ilan, who's filling in today for Russ Binns, ...

Recorded on: Mar. 14, 2013

IGOR KIRMAN: OK. Why don't we get started? Welcome back everyone from your break and to those of you on the web. So let me first introduce this panel, in which I'll participate as well. I've already introduced myself. So my co-conspirators here. This is what I call an ex Sullivan and Cromwell panel because all three of us were actually at Sullivan and Cromwell in the late 1990s. We were there together. We overlapped so we're friendly and we moved ...

From the program: Institute on Securities Regulation in Europe (Twelfth Annual): Overcoming Deal-Making Challenges in the Current Markets

Released on: Feb. 15, 2013

We are proud to present Practising Law Institute’s Twelfth Annual Institute on Securities Regulation in Europe: Overcoming Deal-Making Challenges in the Current Markets, the most comprehensive securities programme available in Europe. Once again, the Institute will feature leading practitioners active in U.S. and European corporate law, as well as government regulators, investment bankers and in-house counsel. This year’s programme ...

Recorded on: Feb. 7, 2013

DIANA BILLIK: Good afternoon. Welcome to this session, which is going to deal with OFAC, FCPA, and Bribery Act risks in a context of mergers and acquisitions as well as capital market transactions. My name is Diana Billik. I am a partner with Allen and Overy, resident in their Paris office. And I practice US securities laws. To my right, you have Nilufer Von Bismarck. If you haven't met her already from this morning, Nilufer is a partner with Slaughter ...

Recorded on: Apr. 5, 2013

Taken from the briefing High-Stakes Corporate Compliance: Reducing Risk and Managing Potential Sanctionsrecorded April, 2013.The past few years have seen significant increases in compliance-related investigations, suspensions and debarments, and other actions by government agencies, regulators, and law enforcement. Many government enforcement actions focus on perceived weaknesses in corporate ethical culture, and require the appointment of independent ...

From the program: How to Prepare an Initial Public Offering 2013

Released on: Apr. 24, 2013

Understanding the IPO process is an essential skill for both legal and business advisors.  With the improvement in the markets, IPOs are happening with increasing frequency.  In addition, last April, Congress enacted  IPO “on ramp” provisions in the JOBS Act that made becoming a public company even easier for “emerging growth companies,” which represent almost 90% of the IPO market.  If you have not worked on an IPO recently, now ...

Recorded on: Feb. 20, 2013

ALAN L. BELLER: --which is, is the "new look" compensation committee the same as the "old look" compensation committee? I think the answer to that is no. Though I would note that Floyd left you with the thought that maybe the "New Look" compensation Committee is producing the same results as the "Old Look" compensation Committee. But we can, maybe, talk about that. I want to introduce our three distinguished ...

Recorded on: Mar. 14, 2013

IGOR KIRMAN: OK, why don't we get started with the last panel today. And this is the moment you've been waiting for, the name of the new pope. It's Pope Francis of Argentina. This is the hostile panel. I warned you about these guys in the beginning. This is where a lot of the things that we've been talking about, the basic things we've been talking about today come together in a non-consensual M&A transaction. And those of us who do regular M&A ...

Released on: Feb. 14, 2013

Taken from the briefing Key Elements of Effective Remediation: An Insider's View 2013 recorded January, 2013. The SEC and DOJ place a “high premium” on effective remediation in deciding whether to prosecute or demand a monitor.  Remediation done poorly, or worse, not at all exposes the organization to enhanced penalties, difficult audit processes and recurring financial loss.  And it is not just the organization that suffers.  ...

Recorded on: Feb. 14, 2013

AMY TAUB: Thank you. Hello, my name is Amy Taub, and I am a program attorney with PLI. I would like to welcome you to today's briefing, Key Elements of Effective Remediation-- An Insider's View. 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 via the Course Handbook ...

From the program: Mergers & Acquisitions 2013: Trends and Developments

Released on: Feb. 1, 2013

A number of factors have combined to reinvigorate the environment for mergers and acquisitions. High corporate cash balances, unutilized private equity commitments and low interest rates have made capital plentiful for acquisitions. The challenges faced by strategic acquirors in growing organically, the pressure on private equity funds to spend their available capital, and the increased appetite of foreign buyers have fueled the demand for quality ...

Recorded on: Mar. 14, 2013

IGOR KIRMAN: We're going to get started again with the third panel. So welcome back for those of you here in New York and those of you even more of you on the web. So I want to introduce this panel, which as I previewed with you this morning, this is the meatiest of the panels. And we talked a little bit about structuring. We talked about preliminary agreements, the role of investment bankers, all of which help you get the deal started. But then, ...

Released on: Apr. 11, 2013

Taken from the briefing New Compensation Committee Independence Standards recorded March, 2013. In January, the Securities and Exchange Commission approved changes to the listing standards of the national securities exchanges to complete the implementation of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As has been widely reported, these revised standards strengthen the independence requirements for members of the ...

Recorded on: Feb. 7, 2013

CHRIS BATES: Good morning. We're going to move into the next panel, which is entitled Regulatory Development Market Response. I'm Chris Bates, partner at Clifford Chance in London in the financial regulation area. I'm joined on this panel on my right by Ed Greene, who's a longstanding supporter, and current or former trustee? I can never remember. EDWARD F. GREENE: Current. CHRIS BATES: Current trustee, indeed, of PLI, and so has a strong personal ...