On-Demand Learning

Transcripts

Corporate & Securities

Financial Products

Recorded on: May. 3, 2011

ANNA T. PINEDO: OK, we're going to start again with our next series of sessions, and we're going to focus on how a lot of the techniques that developed in connection with private placements have been applied to an even broader set of transactions in recent years, particularly to confidentially marketed public offerings and register directs. So with us this afternoon we have So Young Lee, and she is a director and assistant general counsel in the equity ...

Recorded on: May. 3, 2011

ANNA T. PINEDO: All right, well we're going to get started again. And for the 10:00 to 11:00 hour, we're going to cover two very interesting set of topics, communications in connection with private placements. And both David and Jerry on our first panel, alluded to many of the issues regarding general solicitation. And Jerry provided some insight regarding the staff's review following the exchange with the Hill concerning general solicitations. So ...

Recorded on: May. 3, 2011

ANNA T. PINEDO: And Gerry. DAVID B. H. MARTIN: Great, thank you, Anna. Gerry, can you hear me? GERALD J. LAPORTE: Yes, I can. DAVID B. H. MARTIN: Sounds like maybe he can. I see the mouth moving. Maybe I still have this on mute. Can everybody in the room hear me? OK, let me see if we can pull this off. What Gerry and I want to do in the next 30-35 minutes is to give you a refresher, reminder, primer, however you want to think of it, on Regulation ...

Recorded on: Apr. 17, 2012

ANNA PINEDO: Good morning. If you're joining us on the web, we're going to get started with our next two segments. We're continuing on this morning in our discussion of private placements and exempt and hybrid securities offerings. This morning, we began with a general overview section 4(2), or now 4(a)(2), and the Regulation D safe harbor. As we discussed in our session, the securities that are sold in private placement transactions are restricted ...

Recorded on: Dec. 5, 2012

SPEAKER 1: I don't even know what we're [INAUDIBLE]. SPEAKER 2: I don't either, I don't know what it is either. It's just [INAUDIBLE] CURTIS L. MO: OK, we're in the home stretch. So I mean, exits are obviously a huge topic, and we can go on forever. And we kind of will, because this is the last two hours of the day. But I promise you it'll be packed with content, and you'll get a very good look into the big issues today. And there are more exits ...

Recorded on: Jun. 22, 2010

LORI BOSTROM: We're going to go right into the next panel. And so I'm going to invite Cliff back up and introduce our speakers. So now you're all experts in mutual fund regulation and operation, and so to help you put together all your knowledge going forward, we've invited two of the best investment management legal intellect to pull out crystal balls and talk about what's going to happen in the future with the investment management industry, as ...

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 ...

Recorded on: Mar. 7, 2012

LAUREN ESPOSITO: Program attorney with the Practicing Law Institute. It's my pleasure to welcome you to how to prepare an initial public offering 2012. A welcome to our webcast attendees as well. Before we begin today's program, I'm excited to announce that PLI has installed iPad tablets at each attendee seat in the conference room. This electronic tablet has been designed to supplement and enhance our programs. You'll be able to access various program ...

Recorded on: Apr. 17, 2012

ANNA PINEDO: Thanks for a wonderful panel. And we're going to move right along and continue into our next session. So we invite our speakers to join us. Our next session covers communications issues arising in connection with private placements and hybrid offerings. And with us this morning we have three panelists. Marty Dunn, and Marty is a partner at O'Melveny's Washington, D.C., office and a member of the corporate finance and capital markets ...

Recorded on: Apr. 17, 2012

ANNA PINEDO: Joining us this morning for our first session, providing an overview of the basic provisions that guide private placements, Section 4(2), Regulation D, and introspective compensatory stock grants, Rule 701, are David Martin and Carol McGee. David Martin is the co-head of the securities practice at Covington & Burling. And he's joined us in the past a number of times. And has done a wonderful job providing a very thorough overview ...

Recorded on: Jun. 22, 2010

LORI: Terrific overview, we obviously have a lot to cover today. And you've now made reference to Mary Joan half a dozen times. So let me introduce Mary Joan Hoene, who is counsel at that Sonnenschein, Nath & Rosenthal and also is a specialist in investment management law and regulation focusing on a wide range of funds and other investment products. Mary Joan's career has spanned both private practice, both at financial institutions and at law ...

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. 9, 2011

LAURIN BLUMENTHAL KLEIMAN: That was really a great introduction to a lot of the fundamental principles we're going to be talking about throughout the day. And if you don't appreciate that now, I think as you listen to the speakers talk about some of these issues that Karrie laid out, you will truly appreciate how comprehensive an overview of the principles Karrie outlined. But to truly understand the operation and regulation of investment companies, ...

Recorded on: Sep. 10, 2012

MICHAEL TREISMAN: But if you don't satisfy that exemption, you still have to register as a registered investment company. 7(d) is really what applies to just offshore entities, not onshore entities. On the Investment Advisers Act side, as Dan mentioned, obviously, there has been heightened requirements for purposes of managers needing to register. And generally speaking, if you have more than $100 million in assets under management with some clients ...

Recorded on: Oct. 7, 2011

LAUREL FITZPATRICK: We apologize in advance. It's always hard to know exactly where to pitch these kinds of things. I see people in the audience that could as easily be giving this presentation as us, and I'm sure that there are people for whom hedge funds are a new topic. So this first session is sort of pitched as the introduction. And we're going to kind of go over the basics-- which again may be repetitive for some people-- and then try to talk ...

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: Mar. 30, 2010

SPEAKER 1: OK, it's 11:15. Sorry for the abbreviated break, but we need to keep the schedule here and the rest of this program, I think, is pretty interesting. So, Rebecca, you've told us about loan assignments and participations and now we're about to enter a new territory. REBECCA: I have to throw in my aside. The loan participations and loan assignments have been going on for-- I don't know how long but-- at least a century. These are the longstanding ...

Recorded on: Feb. 10, 2012

ROBERT S. RISOLEO: Well, welcome back. With me for the final segment of the day are Gary Brown who's returning. He was here this morning and will spend some time next speaking about life settlements. And after Gary, we will hear from Ken Josselyn, to Gary's right, who is managing director at Goldman Sachs where he's been advising the treasury function and having a lot of experience and doing a lot of work with their structured notes and other matters ...

Recorded on: Oct. 19, 2012

GARY BARNETT: OK, welcome back. We're going to move into our next session now, clearing and trading, grandfathering, end users, margin posting for cleared and uncleared transactions, client money segregation, loss mutualization. And our moderator is Kathryn, or Katie, Trkla. I'm going to introduce her, and then let her introduce the rest of the panel. Katie's a partner with Foley & Lardner. She's a member of Foley's securities, commodities, and ...

Recorded on: Mar. 7, 2012

DEANNA L. KIRKPATRICK: We're going to now do a segment on comfort letters and accounting considerations that Laird is going to kick off with. We had traditionally had an accountant come and do this presentation. But we decided a couple of years ago to try and do it ourselves. So let us know what you think. LAIRD H. SIMONS: This is what happens when you get a couple of MBAs as chairpeople. We think we can do the accounting side as well and be much ...

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: 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: Dec. 5, 2012

JASON DOREN: This next panel is on corporate governance for venture-backed companies. We're got a distinguished panel. To my immediate right here is Thomas Kellerman. Tom's the managing partner of Morgan Lewis's Palo Alto office, and co-chair of their emerging Business and Technology practice. He concentrates his practice on advising companies, VCs, investment banks, focused on corporate finance, mergers and acquisitions, and corporate governance ...

Recorded on: Dec. 5, 2012

CURTIS L. MO: Why don't we get started? So our first panel in the afternoon has to do with corporate investments. And there been a lot of companies that have done investments over the years. But we've noticed a significant ramp-up in the last several years. And I don't know if that's because companies have cash in our flush because of low interest rate environment, or just great operations, or if they're doing [INAUDIBLE] investments. But we're going ...

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 ...