On-Demand Learning

Past 12 Months

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: 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 ...

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 ...

From the program: Audit Committee Workshop 2012

Released on: Jul. 6, 2012

As we continue to see many new regulations from the SEC, PCAOB, CFTC and financial institution regulators, 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 in this new and rapidly changing environment.  An expert faculty of public company directors who have served on audit ...

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: Jun. 11, 2012

Taken from the Web Program Fundamentals of Mutual Funds and Exchange-Traded Funds 2012 Recorded June, 2012 in New York Background: Mutual Funds and Exchange-Traded Funds [01:02:11] History The different types of mutual funds The mutual fund as a retail product and as a retirement vehicle The emergence of ETFs The purchase price of this segment includes the following article(s) from the Course Handbook available online:  ...

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: Sep. 13, 2012

SPEAKER 1: We're going to have the next panel. We don't have a hard break, so I'm just going to have the next panel come up. And this is compensation committees. And our panelists are Charles Nathan-- Chuck, he is a member of the corporate department in Latham and Watkins' New York office, and is global co-chair of the firm's mergers and acquisition group. His practice focuses on mergers and acquisitions, corporate counseling, and corporate governance. Seated ...

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 ...

From the program: Corporate Counsel Institute 2012

Released on: Oct. 14, 2012

There’s always something new coming along to keep corporate counsel on their toes, and indeed, even awake at night. The role of the corporate counsel continues to evolve to meet new challenges in relation to an increasingly global economy, recent financial turmoil and continually changing new technologies. It is essential for all corporate counsel to be informed of the latest issues and possess effective, budget-conscious strategies for managing ...

Recorded on: Dec. 6, 2012

ABIGAIL ARMS: Welcome back to continue on to our afternoon session and the remaining panels. We have two new faculty members up here. Down to Steve Brown's right is Rick Grubaugh, and Rick is senior vice president of D.F. King, and co-director of their extraordinary event group and proxy division, whatever extraordinary events are. And D.F. King is a leading full service proxy solicitation and corporate financial communications firm. Rick primarily ...

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: Nov. 13, 2012

STAN KELLER: If folks would take their seats, we're going to begin, with perhaps the most practical of the sessions that we're doing, which is dealing with challenging corporate problems. And taking hypothetical scenarios and running through them. The panel was to be moderated by Tom Cole, from Sidley & Austin in Chicago. Those of you who have been here in prior years know Tom well. Unfortunately, because of the weather, particularly yesterday's ...

From the program: Securities Regulation Institute (44th Annual)

Released on: Nov. 21, 2012

PLI's Annual Institute on Securities Regulation has become the most highly anticipated annual review of the current state of securities, financial regulation, and corporate law and practice. As always, we strive to bring you the most up-to-date information in response to the many developments of the past year. We continue to see significant changes in the securities laws field - as a result of the enactment of the JOBS Act, changes to the ...

Recorded on: Jun. 18, 2012

GREGORY P. WILLIAMS: OK, folks, we're going to get started. We've got a lot of people out there on the internet who want us to stay right on schedule, and that's what we're going to do. Just logistically, so you know, there will be no break between this panel and our keynote address at noon. And then after the keynote, we will have lunch. So let's go ahead and get started. This panel is comprised of top transactional attorneys who operate at the ...

From the program: Delaware Law Developments 2012: What All Business Lawyers Need to Know

Released on: Jun. 26, 2012

Delaware law plays a critical role in U.S. corporate and securities law, particularly in today’s challenging and changing business environment.  This unique annual program focuses on the important Delaware corporate law developments over the past year and the practical impact on your corporate or legal practice.  The very top Delaware corporate law experts from the Delaware judiciary, leading law firms and corporations, and academia, ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: OK. I'm going to turn it over now to [? Jon ?] Kim who actually is my own partner at Dechert. Jon specializes his practice in M&A as well as finance transactions, leverage finance. There's a fair amount of representation of private equity markets. And he's going to address deal protections. JONATHAN C. KIM: Thanks, Rich. Good morning. I'm going to switch gears here for a little bit, and this topic will be on public M&A ...

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  ...