On-Demand Learning

Past 12 Months

Corporate & Securities

Corporate Governance

Recorded on: Jan. 29, 2013

ELIZA W. SWANN: Good to see you all. And I apologize for going last, I guess. I know it's late on a Friday afternoon and it's probably been a long day already. My topic is disclosure matters and other SEC considerations. As you have already guessed, it's a very broad topic and a little bit unwieldy. I think to sort of manage it, what I'm going to do this year is to try to focus a little bit more on current trends and issues, things that have been ...

Released on: Oct. 10, 2012

Taken from the briefing Dodd-Frank Act's Conflict Minerals Provisions: Analysis of Due Diligence and Reporting Requirements recorded September, 2012. Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act established reporting obligations for issuers that manufacture or contract to manufacture products that include conflict minerals from the Democratic Republic of the Congo and its neighboring countries.  These provisions ...

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” ...

From the program: Drafting Securities Filings 2012

Recorded on: Oct. 5, 2012

Taken from the Web Program Drafting Securities Filings 2012 recorded September, 2012 in New York. Lecture Topics  [01:12:15] MD&A and the Annual Report to Shareholders  [01:12:15] Relationship to financial statements and financial disclosure Current Commission focus on MD&A topics Enforcement actions Additional disclosure items for the annual report to shareholders MD&A drafting exercise The ...

Recorded on: May. 8, 2012

IVONNE KING: Good afternoon. I'm Ivonne King. We have no break right now, so we'll go until this panel ends, and then we will have a break. This is a kind of tough time slot, because you've been sitting in the audience for since the morning. And we've been talking to you for a while. And we've had lunch, and we've had no break. So I offered Laura Shields of PLI $50 to load Angry Birds on your iPad, and you'll have it for two minutes. I'm just kidding. ...

Recorded on: May. 9, 2012

Taken from the Web Program The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2012 Recorded May, 2012 in New York Effective Compliance Programs (Part 1) [01:12:54] Practical solutions to real-world problems Implementing effective compliance procedures Accounting controls that work Practical training for field employees The purchase price of this segment includes the following article(s) from ...

Recorded on: May. 8, 2012

IVONNE MENA KING: Good morning. My name is Ivonne King. I am a partner with Foley and Lardner in the Palo Alto, California office. It's my pleasure to be here with you today, and to continue the discussion that we had from yesterday on effective compliance programs. For those of you who were with us yesterday, you'll know, and anyone who's new to us today, we have prepared polling questions for the audience. We will continue with those today. In ...

Recorded on: Oct. 9, 2012

KAREN J. KIRCHEN: I'd like to move to our next panel, which is on Effective Strategies for Advising the Board in a Crisis. The moderator of this panel is Mark Roellig, who's the Executive Vice President and General Counsel of MassMutual Financial Group, where he is responsible for all legal affairs and advising management and the board of directors. He is also responsible for corporate secretary, corporate compliance, internal audit, government relations, ...

Recorded on: Jan. 30, 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 ...

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 ...

From the program: Enforcement 2012: Multi-Agency Enforcement Efforts

Released on: May. 30, 2012

DVD's from the program Enforcement 2012: Multi-Agency Enforcement Efforts, held April, 2012.

Recorded on: Jun. 26, 2012

JOHN OLSON: Well, this is the last panel of the day. This is the ethics panel. For those of you who were here for CLE, this is the medicine that we all have to take each year. So we try to sugarcoat it by setting up an interesting hypothetical. And we've got a terrific panel, yours truly excluded, to help us talk about some ethical issues that arise in a context having to do with whistle blowers and accounting issues and financial controls. So hopefully ...

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: Jan. 29, 2013

STUART M. FINKELSTEIN: OK. I don't have Richard Goldberg to give me an introduction, so I guess I will introduce myself. I am Stu Finkelstein, a partner at Skadden Arps here in New York. Tax jockey. Tax guy. Been doing this, I was just telling somebody, going on 28 years. Which is a little scary. All at Skadden actually. The only job I've had. A couple ground rules. Not really ground rules. But here's the way I like to do these things. I think it's ...

Recorded on: Oct. 15, 2012

Taken from the briefing Financial Reporting, Whistle Blowers and Legal Ethics: A Case Study recorded October, 2012. There have been important, and concerning, recent developments creating challenges and liability risks for both inside and outside counsel who advise on financial reporting issues, particularly where a whistle blower claim is made as to fraudulent reports or failed internal controls.  Every lawyer called upon for advice ...

Recorded on: Oct. 16, 2012

EWA KNAPIK: Our next session is titled Fraud, Regulatory Focus, and the Dark Side of Performance Management. Our two distinguished panelists are Carmen Lawrence and Daniel Dooley. Carmen Lawrence is co-head of the Securities Enforcement and Regulation Practice, and a litigation partner resident in Fried Frank's New York office. She joined the firm as a partner in 2000. Carmen's practice focuses on representing parties in investigation and litigations, ...

Recorded on: Oct. 19, 2012

Taken from the Web Program Pocket MBA Fall 2012 Recorded October, 2012 in New York Fraud, Regulatory Ethics and the "Dark Side" of Performance Management [01:18:35] Ethical challenges associated with performance management Fraud definition, schemes, and recent trends/developments How fraud schemes impact financial statements Internal controls, fraud awareness/prevention and governance Current regulatory and ...

Recorded on: Nov. 13, 2012

COLLEEN MAHONEY: So every year, we assemble a panel of star general counsels to share with us their perspective from the front lines of corporate America. And in recent memory, every year that panel has been chaired by Brackett Denniston, who is the general counsel of General Electric. Before he was general counsel, he held a number of interesting government positions that no doubt have informed his perspective. He worked for Governor Weld. He worked ...

Recorded on: Oct. 9, 2012

SCOTT OFFER: --get into the next session. Just some housekeeping points. There's an evaluation process form on the iPad in front of you. So if you could just remember to fill that out before you leave. And importantly, also sign out on the iPad, preferably not now or during the session. By signing out, you'll get the CLE points, the credit. So that's important. So without further ado, it's my great pleasure to introduce Brad Karp and his illustrious ...

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 ...

From the program: Global Capital Markets & the U.S. Securities Laws 2012: Raising Capital in an Evolving Regulatory Environment

Released on: May. 23, 2012

Audio CD's from the program Global Capital Markets & the U.S. Securities Laws 2012: Raising Capital in an Evolving Regulatory Environment, held April, 2012.

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 ...

From the program: Hedge Funds 2012: Strategies and Structures for an Evolving Marketplace

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. Lecture Topics  [00:59:16] Managing Hedge Funds Through Critical Issues  [00:59:16] Restricting liquidity through gates and suspensions Use of side pockets Liquidation of funds Managing through regulatory investigations The purchase price of this segment includes the following ...

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 ...