On-Demand Learning

Past 3 Months

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

Released on: May. 8, 2013

This program is designed to provide you with a basic overview of the legal, regulatory and operational issues affecting “registered investment companies” – the universe of publicly offered pooled investment vehicles that include mutual funds, closed-end funds, exchange-traded funds (“ETFs”) and others. You will learn the fundamentals of the extensive regulatory framework that dictates the structure and operations of retail investment funds ...

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: 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: 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 ...

Recorded on: Mar. 25, 2013

LAUREN: Permitted. It is now my pleasure to introduce you to the chair of today's program, LizAnn Eizen. LizAnn a partner in Cravath corporate department. Her practice focuses on domestic and international corporate finance transactions, corporate governance, and reporting matters, and restructurings. Ladies and gentlemen, LizAnn Eisen. LIZABETHANN R. EISEN: Thanks, Lauren. Thanks to everybody for coming today. I'm going to introduce my co panelists ...

From the program: Investment Management Institute 2013

Recorded on: Mar. 15, 2013

Taken from the Web Program Investment Management Institute 2013 recorded March, 2013 in New York. Lecture Topics  [01:18:56] Current Division of Investment Managment Agenda  [01:18:56] Money market fund regulation Funds’ use of derivatives Target date fund rules Exchange-traded fund initiatives The purchase price of this segment includes the following article from the Course Handbook available ...

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, ...

Released on: Mar. 5, 2013

Taken from the briefing Preparing and Disclosing Financial Projections in Public M&A recorded February, 2013. Sullivan & Cromwell LLP M&A partners Francis J. Aquila and Krishna Veeraraghavan will discuss the basics of preparing and disclosing financial projections in public mergers and acquisitions transactions.   Lecture Topics  [Total Time: 01:02:58] Best practices of a target board in having financial forecasts ...

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: May. 1, 2013

Taken from the briefing SEC's Extension of Exemptions for Security-Based Swaps 2013 recorded April, 2013.Among its many important changes to the legal landscape, The Dodd-Frank Act defined the term “security” to include security-based swaps. The SEC has taken a deliberative approach in relation to the effects of this change, and recently extended until February, 2014 the expiration date of certain temporary exemptions and interim final rules ...

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 ...