On-Demand Learning

Corporate & Securities

Mergers & Acquisitions

From the program: Acquiring or Selling the Privately Held Company 2013

Released on: Jun. 21, 2013

In this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, ...

Recorded on: Jan. 6, 2011

ALYSSA A. GRICKSCHEIT: I was going to say, I'll take advantage of the pause to tell people to be interactive with this section. This is a very long section on acquisition agreements. There is a lot of material, so feel free to ask questions along the way. We don't mind being interrupted. In fact, it makes it more interactive and and the material more tailored to what you're interested in. So I would like very much to welcome Gavin Solotar. He's a ...

Recorded on: May. 9, 2013

J. THOMAS ROSCH: Yvonne comes to us from Sullivan & Cromwell, as you heard this morning. She has a broad portfolio in this arena, as well. She's a member of the Executive Committee of the Antitrust Section of the New York State Bar, and she has served as Chair of the Antitrust and Trade Regulation Committee of the New York City Bar. And she's been, again, a leading antitrust practitioner in a number of guides to the legal profession, which are ...

Recorded on: May. 8, 2012

YVONNE S. QUINN: And now we don't give you a moment's rest-- on we go! We're going to move into the mergers section now and talk about a topic, for those of you who are a corporation, sooner or later, you will probably have some kind of an acquisition or merger in your practice. And there are some handouts. Anybody raise their hands if they don't have one and we'll get them to you, so if you want to scribble on them, or whatever, you'll be able to ...

Recorded on: Feb. 22, 2011

TOM ROSCH: OK, I'd appreciate it if everybody who's in the hallway would come on back in and once again, welcome to our internet audience. And we have another super star with us this afternoon to discuss mergers and acquisitions with us. His name is Scott Sher and he's a partner in the Washington, DC office of Wilson and Sonsini. I personally dealt with him in connection in the Google double click matter a little bit earlier. Or actually, it was I ...

Recorded on: May. 14, 2013

Taken from the Web Program Antitrust Institute 2013: Developments & Hot Topics Recorded May, 2013 in New YorkAcquisitions and Mergers [01:19:20] Section 7 of the Clayton Act Revised Horizontal Merger Guidelines- what do you need to know? Critical H-S-R reporting updates What are the latest enforcement activities at federal and state levels? Recent decisions involving unilateral and coordinated competitive effects Investigations of ...

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 ...

Recorded on: Jan. 17, 2012

SPEAKER 1: Good afternoon. Let's see if they get to start it. Good. OK. Welcome back from lunch. I would like to introduce our next speaker, who's going to cover the advising the board of directors panel. Marilyn Sonnie is a partner with Jones Day. She's a corporate and transactional lawyer with extensive experience in public company mergers and corporate governance. And we're happy to have her here this afternoon to cover this issue. Marilyn? MARILYN ...

Recorded on: Jan. 27, 2011

CORINNE BALL: One may wonder why it is that someone that does a lot of distressed M&A is so focused on boards and fiduciary duties. And I must say that's something that Rich and I debated for a number of years. But rest assured that where all your advice gets tested, our cases are the margin, and they certainly get tested in bankruptcy course where there's-- So we are constantly concerned with this. And that's one of the reasons I want to talk ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: We're going to get started. Our next speaker is Marilyn Sonnie. She's going to be speaking on the subject of advising the board of directors. Marilyn is a seasoned M&A practitioner at Jones Day. She's in their M&A and corporate governance groups. And she's been with us a number of times before. So we're happen to have her back. Marilyn. MARILYN W. SONNIE: Thanks. Every M&A lawyer has to know about fiduciary duties. ...

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

Released on: Feb. 1, 2013

A number of factors have combined to reinvigorate the environment for mergers and acquisitions. High corporate cash balances, unutilized private equity commitments and low interest rates have made capital plentiful for acquisitions. The challenges faced by strategic acquirors in growing organically, the pressure on private equity funds to spend their available capital, and the increased appetite of foreign buyers have fueled the demand for quality ...

Recorded on: Feb. 29, 2012

MELISSA SAWYER: OK, we're going to go ahead and get started with the second half of the day's programming. Our next panel is going to be speaking about advising the financial advisor. And I'd like to introduce our panelists quickly. To Nancy's right is Susan Zachman. Susan is a corporate partner in the New York office of Kirkland & Ellis. And she works, as many of our other panelists, on a wide variety of transactions ranging from IPOs, a prepackaged ...

Recorded on: Feb. 29, 2012

NANCY: We're going to start. So our next panel is entitled Advising the Special Committee. Let me introduce Rick Climan. He is a partner in the M&A group at Dewey LeBoeuf. In 2011, Rick, I didn't know this, you were recognized by Who's Who Legal as among the 10 most highly regarded M&A lawyers in the world. RICHARD E. CLIMAN: I didn't know that either. MICHAEL J. AIELLO: Not the galaxy? NANCY: Next, that's next. So Rick, I'll turn it over ...

Recorded on: Mar. 12, 2012

LAWRENCE S. MAKOW: Good afternoon. It always seems like we run out of time at the end for questions. So I decided I would see if there any questions for this panel first. All right, that was pretty lame. I wanted to basically just say a few short words. This panel is a look at the current state of financial institution M&A and restructuring. We'll have to use a microscope to see it. But no, I think there's a lot of interesting things going on, ...

Recorded on: Oct. 23, 2012

MARK S. HOLMES: Thank you, John, and welcome back. To me this is the most enjoyable parts of the whole program. And I want to thank our panelists we're going to introduce now for appearing. On my far left is Winston Henderson. He's a vice president and general counsel at NanoTerra, a Boston-based nanotechnology company with life science and non-life science divisions. Before that, he was at Surface Logix, which is a biopharmaceutical and drug development ...

From the program: Hot Topics in Mergers & Acquisitions 2012

Released on: Sep. 20, 2012

After a rather tepid start to the year, the M&A markets have begun to show signs of renewed life in 2012. The variability in deal activity creates uncertainty and rewards preparedness. Now more than ever, it is critical for dealmakers and their counsel to stay abreast of the latest trends and forecasts. Will the tough markets of the last year give way to greater stability and optimism in the second half of 2012?  How will buyers and sellers ...

Recorded on: Jan. 23, 2013

Taken from the briefing Art of the Deal 2.0 - Web 2.0 Issues in Technology Acquisitions recorded January, 2013. Web 2.0 has introduced a new breed of assets to the 21st century.  M&A lawyers who once sold plant and equipment, then trademarks, copyrights, and patents, now need to be expert in the acquisition of these elusive assets.  Yet practice in this area has yet to adapt to Friends, Channels, and App Ratings.  This ...

Recorded on: Feb. 6, 2013

AMY TAUB: Hello. My name is Amy Taub and I'm a program attorney with PLI. I would like to welcome you to today's briefing, "Art of the Deal, Web 2.0 Issues in Technology Acquisitions." Before I begin, I have some administrative announcements. This briefing will be one hour in length. Please feel free to send questions at any time during the briefing. Please remember that you have access to materials for this briefing via the course handbook ...

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  ...

Recorded on: Jan. 17, 2013

ADAM EMMERICH: Hi. Good morning again. I'm Adam Emmerich. As Warren mentioned-- one of the co-chairs today-- we're going to talk on this panel about some case studies-- REIT Acquisitions in a Globalizing World. And we're fortunate to have-- I guess it's as was mentioned in the first panel kind of some sort of ageist criteria to participate today. Because everybody on this panel also has upwards of 25 years of experience in the REIT and Real Estate ...

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

Released on: Jan. 24, 2013

Do you know the best negotiating strategies in the current real estate M&A market? What are the “hot buttons” for seller, buyer and lender requirements, in the board room, the courts and with the SEC?  What are the factors and legal issues you should analyze with respect to investing in distressed situations? How do the nature and ownership of the entity, and the characteristics of its property and the structuring of the acquisition ...

Recorded on: Apr. 25, 2013

Taken from the briefing Choices of Law in Acquisitions Agreements: U.S. vs. U.K. recorded April, 2013.What are the key differences between U.K. and U.S. law with respect to acquisition agreements? These days the M&A community is ever more focused on this question, as these differences are becoming of increasing commercial and strategic importance in sale processes, particularly auction sales where seller often gets to select the governing ...

Recorded on: Sep. 10, 2012

SARKIS JEBEJIAN: It's 4 o'clock. Why don't we start our last panel of the day? In some ways, it's a perfect ending. In the morning, we heard a lot about how a large part of the M&A activity this year has been spinoffs and other divestitures, some of it activist driven, and so the last panel today is, in fact, to talk about those kinds of transactions. We have a great panel starting all the way to your left-- Paul Shim, who is a frequent guest ...

Recorded on: Mar. 15, 2012

NILUFER VON BISMARCK: Good afternoon. I think we'll get started. Good afternoon everybody, and welcome to the Corporate Governance Session, What The Future Holds for Corporate Governance. Charles and I will be moderating the session. And we're very lucky to have a very experienced set of panelist here, which I'll introduce them from my left. Chris Hodge, who's the Head of Corporate Governance at the Financial Reporting Counsel and is responsible ...

Recorded on: Dec. 17, 2012

LEE A. MEYERSON: As I mentioned at the beginning of this conference, at one point within living memory, this conference was actually the bank M&A conference. Bank M&A has now been reduced to a 45-minute panel with three panelists. But I'm sure some day it's all going to change, and we'll stop talking about enforcement actions and start talking about doing deals. We have three of the leading market players in such bank M&A as there is. ...