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Mergers & Acquisitions

From the program: Acquiring or Selling the Privately Held Company 2012

Recorded on: Jun. 12, 2012

Taken from the Web Program Acquiring or Selling the Privately Held Company 2012 Recorded June 2012 in New York City Lecture Topics Dealing with Financial Sponsors [00:59:41] A review of the key issues that arise when a private equity firm, hedge fund, sovereign wealth fund or other financial sponsor is the buyer or seller of the privately held company, including: Financing commitments Capital structure Management equity participation  ...

From the program: Advanced Patent Licensing 2012: Current Developments and Best Practices

Recorded on: Oct. 23, 2012

Taken from the Web Program Advanced Patent Licensing 2012: Current Developments and Best Practices recorded October, 2012 in San Francisco. Lecture Topics  [02:01:25] Analysis of a Patent License Agreement  [02:01:25] The 30 page license agreement: where are the land mines? Are you a deal killer? When to kill the deal What makes a patent license fair for both sides? What are the hot legal buttons? Are patent ...

From the program: Banking Law Institute 2012

Recorded on: Dec. 17, 2012

Taken from the Web Program Banking Law Institute 2012 recorded December, 2012 in New York. Lecture Topics  [01:15:22] Current and Future M&A Activity & Regulatory Challenges for M&A Activity  [01:15:22] Current and Future M&A Activity – The coming consolidation wave? – Key structuring risks/challenges in the new environment – Managing FDIC loss-sharing agreements in M&A transactions  ...

From the program: Delaware Law Developments 2012: What All Business Lawyers Need to Know

Recorded on: Jun. 18, 2012

Taken from the Web Program Delaware Law Developments 2012: What All Business Lawyers Need to Know Recorded June 2012 in New York City Lecture Topics Deal Lawyers Roundtable [00:57:15] - 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 ...

From the program: Doing Deals 2013: The Art of M&A Transactional Practice

Recorded on: Mar. 14, 2013

Taken from the Web Program Doing Deals 2013: The Art of M&A Transactional Practice recorded March, 2013 in New York. Lecture Topics  [01:30:24] Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors  [01:30:24] Confidentiality agreements The role of financial advisors and fairness opinions Effective auction techniques - from bid instruction to closing The purchase price of ...

From the program: Drafting Securities Filings 2012

Recorded on: Oct. 5, 2012

Taken from the Web Program Drafting Securities Filings 2012 recorded September, 2012 in New York. Lecture Topics  [00:59:18] Securities Filings in M&A Transactions  [00:59:18] ’33 Act issues - Form S-4 and Rule 425 Tender offers - Schedules TO and 14D-9 “Going Private” transactions - Schedule 13E-3 Exempt offerings in M&A transactions - Regulation D and fairness hearings The purchase ...

From the program: First Annual Institute on Corporate & Securities Law in Hong Kong 2013

Recorded on: Apr. 22, 2013

Taken from the Web Program First Annual Institute on Corporate & Securities Law in Hong Kong 2013 recorded April, 2013 in Hong Kong.Lecture Topics  [01:01:22]Mergers & Acquisitions: Pitfalls, Competition Law and Other Red Flags  [01:01:22] Fund formation, side deals, etc.: “Private equity gone bad” Impact of Asian competition laws on merger activity Foreign investment restrictions and industry regulation across borders: China, ...

From the program: Hot Topics in Mergers & Acquisitions 2012

Recorded on: Sep. 10, 2012

Taken from the Web Program Hot Topics in Mergers & Acquisitions 2012 recorded September, 2012 in New York. Lecture Topics  [00:59:27] Antitrust Issues for the M&A Lawyer  [00:59:27] Understanding the current policy regime Industries under the spotlight Practical guidance on contract drafting The purchase price of this segment includes the following article from the Course Handbook available online:  ...

From the program: Institute on Securities Regulation in Europe 2013 (Twelfth Annual): Overcoming Deal-Making Challenges in the Current Markets

Recorded on: Feb. 7, 2013

Taken from the Web Program Institute on Securities Regulation in Europe 2013 (Twelfth Annual): Overcoming Deal-Making Challenges in the Current Markets recorded January 31 - February 1, 2013 in London. Lecture Topics  [01:10:33] Developments in Mergers & Acquisitions and Private Equity  [01:10:33] Using a hypothetical based on recent deals, the panel will address: Changing landscape in cross-border and hostile M&A  ...

From the program: M&A Litigation 2012

Recorded on: Jun. 29, 2012

Taken from the Web Program M&A Litigation 2012 recorded June, 2012 in New York. Lecture Topics  [00:59:09] Litigating Over Alleged Process Flaws in M&A Deals  [00:59:09] Assessing the Advantages of Special Committees After Southern Peru - What went wrong and why it mattered - What sort of authority does a special committee need? - Do the litigation advantages outweigh the transactional costs? Litigating ...

From the program: Mergers & Acquisitions 2013: Trends and Developments

Recorded on: Jan. 29, 2013

Taken from the Web Program Mergers & Acquisitions 2013: Trends and Developments recorded January, 2013 in New York. Lecture Topics  [01:01:08] Advising the Board of Directors  [01:01:08] 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 ...

From the program: Private Equity Forum 2012 (Thirteenth Annual)

Recorded on: Jul. 12, 2012

Taken from the Web Program Private Equity Forum (Thirteenth Annual) recorded July, 2012 in New York. Lecture Topics  [01:30:26] Current Environment for Private Equity Investing  [01:30:26] Take-private transactions: Process and substance Developments in non-traditional private equity transactions, including: Private investments in public equity transactions Market overview The purchase price of this segment includes ...

From the program: Real Estate M&A and REIT Transactions 2013

Recorded on: Jan. 17, 2013

Taken from the Web Program Real Estate M&A and REIT Transactions 2013 recorded January, 2013 in New York. Lecture Topics  [00:53:44] Case Studies: REIT Acquisitions in a Globalizing World  [00:53:44] Drivers of REIT combinations Overcoming impediments to the deal Structuring the deal: creative solutions to thorny issues Protecting the deal Key deal terms and contingencies Issues in multi-jurisdictional ...

From the program: Securities Regulation Institute 2012 (44th Annual)

Recorded on: Nov. 13, 2012

Taken from the Web Program Securities Regulation Institute 2012 (44th Annual) recorded November, 2012 in New York. Lecture Topics  [01:31:46] M&A Returns: Friendly and Unfriendly Deals  [01:31:46] Current trends in the M&A market and in deal terms and structure Dealing with financial adviser conflicts How far can you go in locking up the deal? Defensive practices after Airgas Dealing with financing ...

From the program: Spin-offs 2013

Recorded on: Feb. 25, 2013

Taken from the Web Program Spin-offs 2013 recorded February, 2013 in New York. Lecture Topics  [01:19:53] Designing the Spin-off  [01:19:53] Securities law requirements Accounting and reporting issues Tax considerations and requirements The purchase price of this segment includes the following article from the Course Handbook available online: Selected Federal Income Tax Considerations in Structuring ...

From the program: Taxation of Financial Products and Transactions 2013

Recorded on: Jan. 22, 2013

Taken from the Web Program Taxation of Financial Products and Transactions 2013 recorded January, 2013 in New York. Lecture Topics  [00:59:53] Financial Products Issues in Mergers and Acquisitions  [00:59:53] Using derivatives to transfer burdens and benefits of ownership Significant modifications of debt Withholding tax issues The purchase price of this segment includes the following article from the Course ...

From the program: The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2013

Recorded on: May. 6, 2013

Taken from the Web Program The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2013 recorded May, 2013 in New York.Lecture Topics  [01:14:40]Hypothetical: M&A Acquisition Topics  [01:14:40] Identifying the corruption risks Effective due diligence in compressed timetables Strategies for mitigating risk Government expectations, 08-02, Tyco, Watts Water Discovering issues – options? Integration ...

From the program: Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives

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. Lecture Topics  [01:00:32] Forum Selection Provisions and their Impact on Merger Litigation  [01:00:32] More than 300 publicly traded entities, including many well-known firms such as Berkshire Hathaway, Chevron, and Fedex, have adopted intra-corporate forum selection provisions. The ...

From the program: Understanding the Securities Laws 2012

Recorded on: Dec. 17, 2012

Taken from the Web Program Understanding the Securities Laws 2012 recorded December, 2012 in New York. Lecture Topics  [00:59:59] Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions  [00:59:59] How the federal securities laws are triggered Cash vs. stock consideration Mergers Third-party tender offers Issuer tender offers and going private transactions The purchase price of ...