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Financial Projections in M&A Transactions

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From the program: Financial Projections in M&A Transactions

Released on: Nov. 20, 2015

Taken from the briefing Financial Projections in M&A Transactions recorded November, 2015 in New York. Management projections are typically a key factor in how a board of directors evaluates a potential M&A transaction and are also a key input in the financial analyses performed by financial advisors. Furthermore, the Delaware Courts have recognized that management’s best estimate of a target company’s future financial ...

Financings in Close Proximity to Acquisitions

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From the program: Financings in Close Proximity to Acquisitions

Released on: Jan. 11, 2016

Taken from the briefing Financings in Close Proximity to Acquisitions recorded January, 2016 in New York. Often, public companies would like to raise capital in connection with a proposed acquisition. Depending upon the significance of the acquisition, its probability, and the timing of various announcements, the company and its advisers may face a number of challenges in devising a capital-raising plan. Lecture Topics [01:05:12] Materiality ...

Fundamentals of Delaware Limited Liability Companies

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From the program: Fundamentals of Delaware Limited Liability Companies

Released on: May. 18, 2015

Taken from the briefing Fundamentals of Delaware Limited Liability Companies recorded May, 2015 in New York. During little more than two decades, the Delaware limited liability company (LLC) has become one of the most commonly used forms of business entity. The great flexibility offered by the Delaware LLC Act enables parties to form entities tailored precisely to their needs, avoiding entity-level income tax yet shielding owners from entity-level ...

Global Advertising Law: Year in Review

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From the program: Global Advertising Law: Year in Review

Released on: Jan. 19, 2016

Taken from the briefing Global Advertising Law: Year in Review recorded January, 2016 in New York. With the ever-growing importance of social media, mobile marketing, and the internet, advertising has truly gone global. Whether creating traditional advertising, innovative social media campaigns, or sweepstakes and contests with global reach, advising clients on global marketing campaigns is a challenge. Members of the Global Advertising ...

Home Court Advantage: Recent Developments and Strategies for Litigants Concerning the SEC’s Increasing Use of Administrative Proceedings

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From the program: Home Court Advantage: Recent Developments and Strategies for Litigants Concerning the SEC’s Increasing Use of Administrative Proceedings

Released on: Oct. 8, 2015

Taken from the briefing Home Court Advantage:  Recent Developments and Strategies for Litigants Concerning the SEC’s Increasing Use of Administrative Proceedings recorded October, 2015 in New York. Since the 2010 passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission has used its expanded authority to increasingly bring its enforcement actions in administrative proceedings ...

Import Practice 101

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From the program: Import Practice 101

Released on: Jun. 25, 2015

Taken from the Web Program Import Practice 101 recorded June, 2015 in New York. In 2014, goods and services valued at nearly $3 trillion were imported into the United States, the majority of which was commercial goods. Importing commercial goods involves complying with the many complex laws and regulations administered by U.S. Customs and Border Protection. Customs law is a highly specialized area in which customs brokers, accountants, and customs ...

International Sanctions Law -- Russia, Cuba and Iran -- Recent Developments

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From the program: International Sanctions Law -- Russia, Cuba and Iran -- Recent Developments

Released on: Apr. 15, 2015

Taken from the Web Program International Sanctions Law -- Russia, Cuba and Iran -- Recent Developments recorded March, 2015 in New York. With rapid-fire developments occurring on the international scene, sanctions laws have been quickly developing. Beginning with the Russian incursion into Ukraine a year ago, a new variety of sanctions laws – sectoral sanctions – have been developed in the United States against Russia. In January 2015, ...

Investigating and Litigating Fraud Issues Post-Merger

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From the program: Investigating and Litigating Fraud Issues Post-Merger

Released on: Jun. 24, 2015

Taken from the briefing Investigating and Litigating Fraud Issues Post-Merger recorded June, 2015 in New York. Dashed buyer expectations in the post-merger context can often lead to litigation. What are the remedies available to a financial or strategic buyer who believes that fraud may have impacted a stock purchase or asset sale? One available option for buyers is to conduct a post-merger investigation into whether fraud exists with respect ...

Life Sciences Acquisitions and Divestitures: Special Considerations

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From the program: Life Sciences Acquisitions and Divestitures: Special Considerations

Released on: Apr. 23, 2015

Taken from the briefing Life Sciences Acquisitions and Divestitures: Special Considerations recorded April, 2015 in New York. Whether you are acquiring a company or its assets or divesting a portion of your business, if you are involved in mergers and acquisitions relating to pharmaceutical products, biologics, medical devices, diagnostics or similar assets, it is important to understand the products, their regulatory environment, the ...

New FCC TCPA Ruling -- Significant Compliance Challenges for Companies

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From the program: New FCC TCPA Ruling -- Significant Compliance Challenges for Companies

Released on: Sep. 24, 2015

Taken from the briefing New FCC TCPA Ruling -- Significant Compliance Challenges for Companies recorded September, 2015 in New York. On July 11, the FCC issued its long-awaited Declaratory Ruling and Order on the Telephone Consumer Protection Act which went into effect immediately. The Ruling is not generally favorable to industry and significantly impacts how companies in all business sectors may communicate with customers and prospects via ...

New G20/OECD Corporate Governance Principles

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From the program: New G20/OECD Corporate Governance Principles

Released on: Jan. 21, 2016

Taken from the briefing New G20/OECD Corporate Governance Principles recorded January, 2016 in New York. Corporate governance issues continue to make headlines in the financial press. The Organisation for Economic Co-operation and Development updated its Principles of Corporate Governance in 2015 to address corporate governance challenges and developments and to promote effective corporate governance. The Principles were originally published ...

NY Nonprofit Revitalization Act: Recent Developments and Compliance Strategies

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From the program: NY Nonprofit Revitalization Act: Recent Developments and Compliance Strategies

Released on: Aug. 13, 2015

Taken from the briefing NY Nonprofit Revitalization Act:  Recent Developments and Compliance Strategies recorded July, 2015 in New York. The New York Non-Profit Revitalization Act, which imposes significant new governance obligations on nonprofit organizations, has been in effect for a year. Lecture Topics [01:04:50] Laura Abel, Senior Policy Counsel at Lawyers Alliance for New York, and Karin Kunstler Goldman, Deputy Bureau Chief, ...

OFCCP Audits and the New Scheduling Letter

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From the program: OFCCP Audits and the New Scheduling Letter

Released on: Jun. 18, 2015

Taken from the briefing OFCCP Audits and the New Scheduling Letter recorded June, 2015 in New York. In late 2014, OFCCP issued a new, expanded and more detailed form of scheduling letter. Virtually every OFCCP audit includes both a detailed review of a contractor's affirmative action plan and program, as well as an in-depth review of a contractor's hiring, promotion, termination, and pay practices. Under the Obama Administration, and at the ...

OFCCP Compensation Discrimination: Navigating Directive 307and Item 19 of OFCCP's Itemized Listing

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From the program: OFCCP Compensation Discrimination: Navigating Directive 307and Item 19 of OFCCP's Itemized Listing

Released on: Jul. 30, 2015

Taken from the briefing OFCCP Compensation Discrimination: Navigating Directive 307 and Item 19 of OFCCP's Itemized Listing recorded July, 2015 in New York. Perhaps more than any other issue, equal pay bias remains at the top of OFCCP’s regulatory and enforcement agenda. On February 28, 2013, OFCCP released its new compensation directive (“Directive 307”), which significantly expands OFCCP’s approach to analyzing a ...

Proxy Access Proposals in the 2015 Proxy Season

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From the program: Proxy Access Proposals in the 2015 Proxy Season

Released on: Jun. 17, 2015

Taken from the briefing Proxy Access Proposals in the 2015 Proxy Season recorded June, 2015 in New York. Shareholder proposals seeking proxy access – a mechanism by which shareholders meeting certain shareholding requirements can nominate directors and have their nominees included in the company’s proxy materials – have been increasingly popular this proxy season. While in 2013 and 2014, just over a dozen proxy access shareholder ...

Real Estate Purchase and Sale Agreements: Due Diligence, Documentation and Key Issues

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From the program: Real Estate Purchase and Sale Agreements: Due Diligence, Documentation and Key Issues

Released on: Apr. 16, 2015

Taken from the briefing Real Estate Purchase and Sale Agreements: Due Diligence, Documentation and Key Issues recorded April, 2015 in New York. Because many of the issues one encounters when structuring, diligencing, and negotiating purchase and sale transactions are common to other areas of real estate law, understanding purchase and sale transactions is fundamental to the practice of real estate law and is essential to the success ...

Reps & Warranties Insurance: No Longer Optional

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From the program: Reps & Warranties Insurance: No Longer Optional

Released on: Jul. 1, 2015

Taken from the Web Program Reps & Warranties Insurance: No Longer Optional recorded June, 2015 in New York. Representations and warranties insurance has become increasingly popular among buyers and sellers as a form of added protection in structuring transactions and as a mechanism for getting deals done. The increased familiarity of the M&A market with transactional risk insurance coupled with the more fulsome coverage are just two factors ...

Responding to the Activist Playbook

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From the program: Responding to the Activist Playbook

Released on: Jul. 6, 2015

Taken from the briefing Responding to the Activist Playbook recorded June, 2015 in New York. Shareholder activism is widespread, but recent board and management victories over activists (like DuPont’s successful defense of an activist attack by Trian) suggest there is a path for companies to defend proxy fights against activists. A successful defense includes several elements, some of which need to be implemented before an activist even ...

SEC's Pay Ratio Rule: What Companies Need to do to Prepare

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From the program: SEC's Pay Ratio Rule: What Companies Need to do to Prepare

Released on: Oct. 19, 2015

Taken from the briefing SEC's Pay Ratio Rule:  What Companies Need to do to Prepare recorded October, 2015 in New York. On August 5, 2015, the SEC issued a long-awaited final rule to implement the Dodd-Frank requirement that issuers disclose the median annual total compensation of all their employees (minus the chief executive officer), the annual total compensation of their CEO, and the ratio of these two amounts. The SEC’s final ...

SEC's Regulation Crowdfunding: Path to Financing or a Tangled Web of Red Tape?

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From the program: SEC's Regulation Crowdfunding: Path to Financing or a Tangled Web of Red Tape?

Released on: Dec. 10, 2015

Taken from the briefing SEC's Regulation Crowdfunding:  Path to Financing or a Tangled Web of Red Tape? recorded December, 2015 in New York. The SEC recently adopted Regulation Crowdfunding (RC) nearly three years after the 2012 deadline. Crowdfunding rules applicable to a nationwide investor base have caused great excitement in the investment community, particularly around start-up companies and small businesses looking to raise capital ...

SEC Enforcement of Trading in Pre-IPO Securities

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From the program: SEC Enforcement of Trading in Pre-IPO Securities

Released on: Oct. 14, 2015

Taken from the briefing SEC Enforcement of Trading in Pre-IPO Securities recorded October, 2015 in New York. Just within the past 5 years, there has been an explosion in trading in the shares of private, pre-IPO companies. Insiders at companies looking for liquidity have found rapturous investors looking to get a piece of hot new companies before they go public. To facilitate these sales, new on-line marketplaces have sprung up to match buyers and ...

Sponsor's Obligations in an LBO in the Post-Crises Era: Equity Commitment Letters and Limited Guarantees

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From the program: Sponsor's Obligations in an LBO in the Post-Crises Era: Equity Commitment Letters and Limited Guarantees

Released on: May. 5, 2015

Taken from the briefing Sponsor's Obligations in an LBO in the Post-Crises Era: Equity Commitment Letters and Limited Guarantees recorded April, 2015 in New York. In the context of private equity M&A transactions, how do private equity sponsors balance the competing concerns of insulating the investment fund from potential liability from the transaction and providing the seller with assurances that a deep pocket is standing behind ...

Treatment of Commercial End-Users of Swaps

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From the program: Treatment of Commercial End-Users of Swaps

Released on: Apr. 21, 2015

Taken from the briefing Treatment of Commercial End-Users of Swaps recorded April, 2015 in New York. This briefing will review the status and responsibilities of commercial end users of swaps under Title VII of Dodd-Frank and the regulations thereunder. In analyzing the impact of Title VII on commercial end users, we will review the ways in which the regulators have distinguished between commercial end-users and other types of swap market ...

Working Capital Adjustments – Eliminating the Guesswork

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From the program: Working Capital Adjustments – Eliminating the Guesswork

Released on: Feb. 5, 2016

Taken from the briefing Working Capital Adjustments – Eliminating the Guesswork recorded February, 2016 in New York. Working capital adjustments can be some of the most highly negotiated and complex provisions in private company M&A transaction agreements. The provisions involve a blend of legal and accounting concepts and standards that can have an immediate impact on areas, such as valuation. Deal professionals must be steeped ...


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