On-Demand Learning

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Corporate & Securities

Financial Products

Recorded on: Apr. 11, 2013

LAUREN E. NOCHTA: It is now my pleasure to introduce each of the chairs of today's program, Laird Simons and Deanna Kirkpatrick. Laird is a partner at Fenwick and West where he is a member of the securities group. He concentrates his practice in initial public offerings for both domestic and foreign corporations, follow on offerings for already public companies, and ongoing securities advice and counseling for public companies. Deanna is a partner ...

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 ...

From the program: Basics of Mutual Funds and Other Registered Investment Companies 2013

Recorded on: Apr. 30, 2013

Taken from the Web Program Basics of Mutual Funds and Other Registered Investment Companies 2013 recorded April, 2013 in New York.Lecture Topics  [01:03:27]Current Trends and Developments  [01:03:27] Will ETFs displace mutual funds as the pooled investment vehicle for the retail investor Will hedge funds displace registered funds as the preferred 21st century investment? What other changes are afoot in the mutual fund industry? The ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: -unannounced offerings. So as we were discussing earlier this morning, there are lots of complex issues in terms of making certain that companies don't have to make premature disclosures when they're attempting to conduct an offering that they want to remain unannounced. And so to help walk through all of those issues, we have Andrew Fabens. And Andrew's a partner at Gibson-Dunn in the New York office, where he's the co-chair of the ...

Recorded on: Apr. 22, 2013

Taken from the Web Program Private Placements and Other Financing Alternatives 2013 NY Recorded April, 2013 in New YorkCommunications Issues and Unannounced Offerings [00:59:19] Regulation FD Communications safe harbors Material nonpublic information Confidentiality and Non-Disclosure Agreements Standstills and trading prohibitions Compliance concerns for placement agents and underwriters The purchase price of this segment includes the ...

Recorded on: Apr. 30, 2013

LAURIN BLUMENTHAL KLEIMAN: --our last panel of the day, and here's the point in the program where we talk not only about the more traditional registered investment companies, but also new and different and alternative ways of pulling assets and selling securities publicly, like exchange traded funds and other things like that. I see Ed and I see Bob, and there's Jim. How are you? EDWARD BAER: Good to see you. The right hand of power. LAURIN BLUMENTHAL ...

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 KongDebt Markets [01:00:51] Market overview: current trends and new products PRC corporate bond issues: risks and opportunities High yield in Asia - structural issues Capital structures and leveraged finance in Asia The purchase price of this segment includes the following article(s) from the Course Handbook available ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: So joining us for the integration discussion today are Cathy Dixon. And Cathy's a partner in Weil Gotshal's Washington DC office in the securities area. And before joining Weil, Cathy was the chief counsel of the Division of Corporation Finance at the SEC. And also joining us is Stan Keller, a partner at Edwards Wildman Palmer in Boston. And Stan, of course, has extensive experience in securities offerings and has been very actively ...

Recorded on: Apr. 30, 2013

CLIFFORD E. KIRSCH: I'd like to get started again. And in this next panel, we begin taking a dive into the regulation of investment companies, as it exists today and, again, taking a pretty in-depth look into the Investment Company Act. And in this panel, Fund Anatomy, we take an inside look at the mutual fund. And what we're going to look at is the mutual fund regulations, with respect to the board of directors, portfolio management, and also how ...

Recorded on: Apr. 30, 2013

LAURIN BLUMENTHAL KLEIMAN: Welcome back. This next panel is always a real crowd-pleaser. Fund litigation-- we just got finished talking about the regulatory oversight and what the SEC can do to make a fund's life challenging. Now we're going to talk about the adventures that funds have gone through in the courts. My two panelists have been with this program for several years, and it's always really interesting to hear what they have to say. To my ...

Recorded on: Apr. 30, 2013

CLIFFORD E. KIRSCH: Alrighty, welcome back. We're going to start. I know others will be joining us as we begin chatting. And welcome back to the folks on the web as well. Thanks for joining us. On this panel, we're going to go for an hour, looking at how a mutual fund markets itself and sells fund shares. And I'm delighted to be able to welcome two folks who are new to this program but not new at all to investment management regulation. To my far ...

Recorded on: Apr. 30, 2013

ANDREW J DONOHUE: Before I start my prepared remarks, just an observation. Many of the folks that are going to be talking to you today about investment company matters are the people I call when I don't know the answer. So fabulous faculty I think that you've together here, and it looks like a really good program. I wish I could stay for it all. I asked Lauren to stay up here, because I actually like her to interrupt me as I speak. If there's issues ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: All right. Welcome back for this afternoon's sessions. This afternoon, we're going to move into a discussion of various private and hybrid offering formats, and discuss some of the practical considerations that issuers, underwriters, placement agents have to consider when they're choosing among these transaction formats. And so, for our first panel of the afternoon, we're going to be discussing PIPE transactions, registered direct offerings, ...

Recorded on: Apr. 22, 2013

SPEAKER 1: So our last session for today is an overview of regulatory and enforcement activities in the context of private transactions, PIPEs, hybrids, et cetera. And with us today, we have Jim Rothwell, a partner in Davis Polk's corporate department, and Jim advises dealers, issuers and funds on structured equity derivatives transactions. And Alex Cohen, a partner in the DC office of Lathan & Watkins, and a former SEC official in the office ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: All right. So we're back, and as promised for the next two sessions, really focus on trying to monetize the value of securities sold in private placements that are restricted securities. And with us now to talk about resales of restricted securities we have Adele Hogan. And Adele is a securities lawyer, focusing on both private and public offerings of equity and debt. And Adele is a frequent PLI speaker. Brian Korn is also with us, ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: OK, we're going to continue with the last two sessions of the day. So on our next panel, we're going to be talking about Rule 144A offerings, the most liquid of the various offering formats that we've been talking about. And so to go through 144A, we have Stuart Fishman. And Stuart's a managing director and associate general counsel at JPMorgan Chase, where he is involved in public, private, and 144A offerings of debt securities, ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: So for this panel, we have Dave Lynn, my partner at Morrison and Foerster and the co-head of our public company's practice. Dave is the former chief counsel of the SEC's Division of Corporation Finance. Marty Dunn-- joining us again, a partner in O'Melveny's corporate practice in the DC office, and prior to joining O'Melveny, a deputy director at the SEC. And Annemarie Tierney-- who is general counsel for SecondMarket Holdings, the ...