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Corporate & Securities

Corporate Governance

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: Sep. 13, 2012

Taken from the Web Program Directors' Institute on Corporate Governance (Tenth Annual) Recorded September, 2012 in New York Audit Committee [01:02:29] SOX - ten years later Auditor communications and rotation Audit and risk management Audit firm networks Audit report modifications The purchase price of this segment includes the following article(s) from the Course Handbook available online: PCAOB Reproposes ...

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: Feb. 21, 2013

Taken from the Web Program Corporate Governance - A Master Class 2013 NY Recorded February, 2013 in New York Continued Evolution in Auditing and Accounting [00:45:00] An energized PCAOB Part I - prospects for audit firm rotation An energized PCAOB Part II - nature of audits An energized PCAOB Part III - communications between auditors and audit committees IFRS update - will we land a woman on Mars before there is IFRS for ...

Recorded on: Dec. 6, 2012

Taken from the Web Program Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments Recorded December, 2012 in New York Corporate Governance and Shareholder Proposals [01:20:13] Corporate governance disclosures Overview of the 2012 shareholder proposal season; what is anticipated for 2013 Shareholder Proposals: tips on how to handle; be alert to changes in staff positions  ...

Recorded on: Feb. 28, 2013

Taken from the Web Program The SEC Speaks in 2013 Recorded February, 2013 in Washington Corporation Finance [01:12:41] Dodd-Frank Act rulemaking JOBS Act implementation efforts M&A and international corporate finance developments Other Division initiatives The purchase price of this Web segment includes the following article(s) from the Course Handbook available online: Compendium of Rulemaking and Public ...

Recorded on: Nov. 15, 2012

Taken from the Web Program 44th Annual Institute on Securities Regulation Recorded November, 2012 in New York Dealing with Challenging Corporate Problems - Hypothetical Scenarios [01:33:38] Our CEO has been accused of wrongdoing Do we have to disclose the details about that loss contingency? We may have an FCPA problem Our data protection systems are vulnerable We may have to restate The purchase price of this segment ...

Recorded on: Jun. 20, 2012

Taken from the Web Program Delaware Law Developments 2012: What All Business Lawyers Need to Know Recorded June, 2012 in New York Deal Lawyers Roundtable [00:57:59] Top transactional lawyers discuss, in a roundtable format: - How they advise their clients with respect to pre-signing market checks, post-signing checks and deal protection - How the possibility of stockholder litigation affects they way in which they structure deals - Corporate ...

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  ...

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: Oct. 11, 2012

Taken from the Web Program Corporate Counsel Institute 2012 Recorded October, 2012 in New York Effective Strategies for Advising the Board in a Crisis [01:03:55] Crisis management Executive misdeeds Activist shareholders Corporate transactions (spin-offs, sales and hostile transactions) The purchase price of this segment includes the following article(s) from the Course Handbook available online: The Practitioner's ...

Recorded on: Jun. 26, 2012

Taken from the Web Program Audit Committee Workshop 2012 Recorded June, 2012 in New York Ethics Issues for Audit Committees and Their Advisors [00:58:21]   When does an audit committee need its own lawyer? If the audit committee hires a lawyer, who is the lawyer’s client? When is a second opinion from another audit firm advisable? How much can audit committees rely on reports and assurances of company managers?  ...

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: 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: 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 January, 2013 in London Getting the Numbers Right and Working with Your Auditors [01:29:17] Current hot spots in SEC accounting reviews for foreign private issuers Audit committees and auditors in the spotlight: new communications requirements; understanding the regulators’ inspections  ...

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 KongIn-House Counsel Roundtable [01:01:08] What issues keep General Counsel up at night? Risk oversight and legal compliance systems Challenges counseling management and Boards of Directors Dealing with complexities of global operations The purchase price of this segment includes the following article(s) from ...

Recorded on: Dec. 18, 2012

Taken from the Web Program Understanding the Securities Laws 2012 Recorded December, 2012 in New York Inside Counsels' Perspective on Securities Law Issues [01:01:32] Inside counsels’ role in the disclosure process - interacting with other members of management Interacting with outside counsel Addressing SEC comments Dealing with shareholder proposals and executive compensation matters Practical advice on current ...

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 Managing Hedge Funds Through Critical Issues [01:00:12] 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 article(s) from the Course Handbook available ...

Recorded on: Oct. 9, 2012

Taken from the Web Program Drafting Securities Filings 2012 Recorded September, 2012 in New York MD&A and the Annual Report to Shareholders [01:13:04] 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 purchase price of this segment includes ...

Recorded on: Jan. 30, 2013

Taken from the Web Program Recent Developments in Distressed Debt, Restructurings and Workouts 2013 Recorded January, 2013 in New York Role of Financial Advisors and Corporate Governance [01:02:13] The Role of the Investment Banker, et al (cont’d) Business plans, valuations, sales and exit strategies Negotiations and problem-solving James M. Lukenda, Robert C. Smith Corporate Governance and Officer and Director Risks and ...

Recorded on: Mar. 6, 2013

Taken from the Web Program Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives Recorded March, 2013 in San Francisco Settlements and D&O Insurance [01:00:14] Emerging trends in settlements (e.g., lower fees for disclosure cases, Delaware vs non-Delaware, some of the recent big fee awards) Increasing trend between disclosure settlements and more-costly litigation How much insurance is necessary? ...

Recorded on: Apr. 12, 2013

Taken from the Web Program How to Prepare an Initial Public Offering 2013 Recorded April, 2013 in New YorkSpecial Considerations for Foreign Private Issuers and Market Practice Under the JOBS Act One Year Later [00:51:42] Issues specific to foreign private issuers contemplating an initial public offering How has market practice generally changed as a result of the JOBS Act The purchase price of this segment includes the following article(s) from ...