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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: Feb. 22, 2013

CLIFFORD KIRSCH: Great. All righty, welcome back. And Anna gave the lead-in for this session. Our next panel is going to look at advertising developments. And as I said at the outset, we wanted to spend an hour working through the material here, because there really are very, very significant changes both on the broker-dealer side and the adviser side. And I have a great panel to walk us through, Stephanie Nicolas and Jesse Kanach. Stephanie is a ...

Recorded on: Feb. 25, 2013

Taken from the Web Program Broker-Dealer and Adviser Regulatory Compliance Forum 2013 Recorded February, 2013 in New York Broker-dealer and Adviser Advertising Developments [01:03:03] New FINRA public communication rules Internal Use Only Material: Complying with the new “reason to believe’ standard Backtested performance Private fund advertising under the JOBS Act The purchase price of this segment includes ...

From the program: Hedge Fund Compliance & Regulation 2013

Released on: Feb. 12, 2013

Nearly one-third of the investment advisers that registered with the Securities and Exchange Commission as a result of the Dodd-Frank Act manage private funds.  As a result, the SEC’s examination staff has developed new strategies and processes to address the risks presented by hedge funds and other private funds.  In this program, three distinguished panels of experts will discuss the regulatory and compliance challenges facing ...

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: Feb. 22, 2013

ANNA T. PINEDO: So as Cliff mentioned, we're going to spend this hour talking about complex products and, indeed, complex products have become the most important issue for FINRA from a prudential and an enforcement perspective and have been for some time. And largely that's been as a result of concerns that emerged during the financial crisis, that investors who purchased particular products didn't necessarily understand all of the risks associated ...

Recorded on: Feb. 22, 2013

CLIFFORD E. KIRSCH: Welcome back everyone. And we're ready with our next panel. As I said at the outset of the program, more and more people-- lawyers, compliance officers, [? at ?] broker dealers, and advisers-- are being asked to deal with cross border issues. I think it's a natural consequence from where the business is going. And I've asked a real expert in this area, Christopher Christian, who works very, very closely with these issues and counsels ...

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: 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 ...

From the program: Spin-offs 2013

Released on: Mar. 7, 2013

Business separation transactions represented over 40% of all M&A transactions in 2011.  An increasing proportion of them have taken the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale.  But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them?  This program will provide an in-depth perspective on the factors ...

Recorded on: Feb. 7, 2013

RICHARD C. MORRISSEY: Hi. Well, certainly live from New York. In any event, we're nearing the end of your two day ordeal. So there's the M&A panel. And then immediately following a [INAUDIBLE] break will be ethics, which everyone has to stay for for all the obvious reasons. Many of you have see this show before. The cast and characters changes a little bit. But we'll be using a hypothetical that's based on facts. But many of the facts have been ...

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 February, 2013 in London Developments in Mergers & Acquisitions and Private Equity [01:11:14] Using a hypothetical based on recent deals, the panel will address:   Changing landscape in cross-border and hostile M&A Stake building - when is it effective? When does it ...

Recorded on: Mar. 25, 2013

LIZABETHANN R EISEN: Hey, we're returning from our break. And this will be our last panel before lunch. Just before we get started, I want to introduce two new panelists who've joined us. We have Sarah Beshar, who is a partner in Davis Polk's corporate department. Ms. Beshar represents clients in US and global capital markets transactions and advises on general securities and corporate governance issues. She regularly works for issuers and underwriters ...

From the program: Securities Offerings 2013: A Public Offering: How It Is Done

Released on: Mar. 29, 2013

This course tracks a public offering from the initial kickoff meeting to the closing dinner.  The session has a practical focus on translating the law of securities offerings into the actual mechanics of starting and completing a public offering.  The “how to do it” approach includes the preparation of registration statements, the SEC review and comment process, stock exchange listing and pricing mechanics.  The course will ...

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: 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: Mar. 25, 2013

SPEAKER 1: Thanks, everybody. LIZABETHANN EISEN: So now it is or our last panel of the day. And this is the hot topics panel. We're going to talk about a number of things. Joining me on the panel are Rob Evans, Will Fogg, and Joe Kaufman, who you've met at various points throughout the day. And we are going to cover comp committee issues, some new cyber security issues, SEC conflict minerals rules, which, for the first time this year, will be applicable, ...

Recorded on: Mar. 25, 2013

LIZABETHANN R. EISEN: I think we'll go ahead and get started. As a reminder, my name is Liz Ann Eisen. To my right is Joe Kaufman, from Simpson Thatcher. And to his right is Debbie O'Connell, a new panelist. Debbie joins us from PricewaterhouseCoopers, where she is a partner in the SEC services group within PwC's National Professional Services Group. Debbie stands out as a seasoned expert in the technology industry that people rely on for insight ...