On-Demand Learning

Corporate & Securities

Corporate Governance

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 ...

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: Apr. 20, 2011

GRACE: and Marc Trevino. I'm just going to give you a brief bio of theirs. Their full bio is available in the course handbook. Linda is the Practice Group Leader Emeritus of the Executive Compensation and Employee Benefits Private Client group at Shearman & Sterling. Her practice focuses on all aspects of executive compensation and benefits, including corporate securities and tax laws, and ERISA. Marc is co-managing partner of Sullivan & ...

Recorded on: Apr. 20, 2011

LINDA E. RAPPAPORT: Hello everybody. We're going to get started again. I think Mark is on his way back. So it's my great pleasure to introduce our next panelists. Assuming I can find their resumes here. To my immediate right is Jeannemarie O'Brien, who is a leader of the Executive Compensation practice at Wachtell Lipton, and will be addressing us in the area of M&A developments for Executive Compensation, which will be terrific. And then, for ...

Recorded on: Jun. 21, 2010

KIRSTEN S. AUNAPU: OK, great. We're going to get started. So welcome back everyone. I'm pleased to introduce James Webb, who's a partner in Deloitte special acquisition services group. James provides merger and acquisition services and related accounting services to one of the firm's largest private equity clients and its portfolio companies. And during our next segment which is, titled Accounting, Auditing, and Financial Statements, James will provide ...

Recorded on: Aug. 11, 2010

MATTHEW SHELHORSE: OK is everyone ready to get started with our second segment here? The second segment is Accounting, Auditing & Financial Statements. And this will take us right into the lunch break. So I think we'll build on what we learned in terms of the accounting standards and policies and the background from the SEC. And I'll take that into more of a practical approach. And we have the pleasure of having with a Sy Jones and Ted Martens. ...

Recorded on: May. 16, 2013

Taken from the Web Program Bankruptcy & Reorganizations 2013: Current Developments Recorded April, 2013 in New YorkAcquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability [01:01:24] Process, procedures and litigation - break-up and topping fees Structuring and negotiating bids - Los Angeles Dodgers; Texas Rangers, GM, Chrysler, and small and medium cases Sales free and clear and grounds for objections ...

Recorded on: Oct. 13, 2011

SPEAKER 1: I'm going to get started with our next panel on advising the board. And I want to introduce Mark Roellig, who is the executive vice president and general counsel of MassMutual Financial Group. Prior to joining MassMutual, Mark served as the general counsel and secretary for Fisher Scientific International and for Storage Tech. Mark, I will let you introduce your co-panelists. MARK D. ROELLIG: Sure, thank you very much. Sitting to my immediate ...

Recorded on: Jan. 17, 2012

SPEAKER 1: Good afternoon. Let's see if they get to start it. Good. OK. Welcome back from lunch. I would like to introduce our next speaker, who's going to cover the advising the board of directors panel. Marilyn Sonnie is a partner with Jones Day. She's a corporate and transactional lawyer with extensive experience in public company mergers and corporate governance. And we're happy to have her here this afternoon to cover this issue. Marilyn? MARILYN ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: We're going to get started. Our next speaker is Marilyn Sonnie. She's going to be speaking on the subject of advising the board of directors. Marilyn is a seasoned M&A practitioner at Jones Day. She's in their M&A and corporate governance groups. And she's been with us a number of times before. So we're happen to have her back. Marilyn. MARILYN W. SONNIE: Thanks. Every M&A lawyer has to know about fiduciary duties. ...

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: Feb. 29, 2012

MELISSA SAWYER: OK, we're going to go ahead and get started with the second half of the day's programming. Our next panel is going to be speaking about advising the financial advisor. And I'd like to introduce our panelists quickly. To Nancy's right is Susan Zachman. Susan is a corporate partner in the New York office of Kirkland & Ellis. And she works, as many of our other panelists, on a wide variety of transactions ranging from IPOs, a prepackaged ...

Recorded on: Feb. 29, 2012

NANCY: We're going to start. So our next panel is entitled Advising the Special Committee. Let me introduce Rick Climan. He is a partner in the M&A group at Dewey LeBoeuf. In 2011, Rick, I didn't know this, you were recognized by Who's Who Legal as among the 10 most highly regarded M&A lawyers in the world. RICHARD E. CLIMAN: I didn't know that either. MICHAEL J. AIELLO: Not the galaxy? NANCY: Next, that's next. So Rick, I'll turn it over ...

Recorded on: Feb. 5, 2010

SPEAKER: Welcome back folks. We're about to start our hedge fund panel. I think for institutional investors, hedge funds might be the most challenging asset class for number of reasons. First of all, for many institutional investors, it is not an asset class that they are at all used to investing in. Or investment vehicle that they're all used to investing in. If you think about private equity, many institutional investors have been investing in ...

From the program: Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments

Released on: Dec. 18, 2012

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty who will focus on current “hot issues,” best practices and practical pointers. 2012 appears headed towards being another interesting year with significant events and uncertainties covering a wide spectrum of matters affecting public company ...

Recorded on: Sep. 13, 2012

MICHAEL R. YOUNG: OK, everyone. Can hear me? We're going to get started again. And the good news is that your long wait is over. I know that you have been all sitting here patiently for everyone's favorite panels. And that is the panel on Audit Committees. And then the panels on Enforcement. And your patience is now to be rewarded. We're going to do first the audit committees. And then at four o'clock we're going to do enforcement. And with audit ...

From the program: Directors' Institute on Corporate Governance (Tenth Annual)

Released on: Sep. 26, 2012

In the past year, new expectations were placed on boards in critical areas of governance, including corporate social responsibility, board governance, audit committee oversight of financial reporting and independent auditors, shareholder activism, and executive compensation. In addition, the Dodd-Frank Act will continue to put new requirements on companies and boards, and boards need to remain mindful of the implications of said requirements, as well ...

Recorded on: Mar. 1, 2012

ALAN BELLER: We're going to slide very appropriately from Lew Ferguson's speech to audit committees. I'm not sure we planned that, but we're happy we have it. Joining us for this panel, in order from my right, my immediate right, Debra Perry, who had a long career at Moody's, I think culminating as Chief Administrative Officer after several years in various senior positions there. She has more recently been involved on the boards of directors of ...

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 ...

Recorded on: Feb. 5, 2010

PANEL INTRODUCER: Ok, folks. We're going to finish up with our ethics panel and I'm delighted to introduce this very distinguished panel that will be giving you their insights. It's a very accomplished group and I think we have a lot to listen and learn about today. Introducing from right to left on the panel. Si Lorne Si is the current Vice Chairman and Chief Legal Officer of Millenium Management. It's a hedge fund manager with over $11 billion ...

Recorded on: Jun. 11, 2012

CLIFFORD E. KIRSCH: And we are ready to begin the first panel discussion. And what we plan to do in this next hour is to give you a historical perspective on the mutual fund industry and mutual fund regulation, and really look at how we got to where we are today. And to lead our discussion, I'm very pleased to introduce Mary Joan Hoene and George Martinez. Mary Joan is counsel at Carter, Ledyard, & Milburn in New York. And George is Executive ...

Recorded on: Sep. 11, 2012

Taken from the briefing Catching Up on Clawbacks recorded September, 2012. Since the introduction of compensation recovery (“clawback”) requirements in the Sarbanes-Oxley Act of 2002, corporate America has been moving inexorably towards mandatory clawback policies. Not only have institutional investors and their advisors promoted the adoption of these policies, the recent spotlight on managing compensation-related risk ...

Recorded on: May. 6, 2013

RICHARD W. GRIME: OK, good afternoon everybody, and welcome back. I guess there's just no break really for coffee, but hopefully the next panel will keep you on your toes. We're going to go to Greta Lichtenbaum, who's a partner of mine at O'Melveny & Myers, and let her introduce the panel members and kick off the panel. GRETA LICHTENBAUM: Great. Thanks, Richard. I didn't really focus on the fact that not only are we in the afternoon, but you ...

From the program: The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2013

Released on: May. 17, 2013

Enforcement under the Foreign Corrupt Practices Act (“FCPA”) continues as a critical priority for both the DOJ and the SEC. Recent FCPA enforcement actions and disclosures demonstrate that no industry is immune from FCPA scrutiny, and FCPA sweep investigations across industry sectors are becoming more common and challenging. Beyond the FCPA, an increasing number of countries, as well as international organizations, are ramping up anti-corruption enforcement ...

Recorded on: Mar. 1, 2012

ALAN BELLER:OK. I think we're ready to go. We are going to turn our attention to Comp and Nominating committees and some other interesting governance issues. We have another great panel. On my immediate right is Paul Cappuccio, who's the Executive Vice-President General Counsel of Time Warner Inc. He has extensive background experience as Chief Legal Officer at US corporations. Before he was at Time Warner, he was the Senior Vice-President and General ...