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Acquiring or Selling the Privately Held Company 2014 -- A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies

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From the program: Acquiring or Selling the Privately Held Company 2014

Recorded on: Jun. 9, 2014

Taken from the Web Program Acquiring or Selling the Privately Held Company 2014 recorded June, 2014 in New York.Lecture Topics  [01:30:11]A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies  [01:30:11]A. Indemnification [45 minutes]Techniques and issues in negotiating indemnification provisions: “Baskets” “Caps” Partial indemnification “Sandbagging” Survival of warranties Control ...

Antitrust Counseling & Compliance 2013 -- Mergers & Acquisitions

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From the program: Antitrust Counseling & Compliance 2013

Recorded on: Nov. 4, 2013

Taken from the Web Program Antitrust Counseling & Compliance 2013 recorded November, 2013 in New York.Lecture Topics  [01:30:12]Mergers & Acquisitions  [01:30:12] The Merger Review Process When to file under HSR and what you can learn from recent civil penalty actions for failing to file Negotiating antitrust risk shifting provisions in merger agreements New FTC rules on “pulling and refiling” Coordinating global filings ...

Antitrust Counseling & Compliance 2014 -- Competition Law Compliance from an In-House Perspective

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From the program: Antitrust Counseling & Compliance 2014

Recorded on: Nov. 3, 2014

Taken from the Web Program Antitrust Counseling & Compliance 2014 recorded October, 2014 in New York. Competition Law Compliance from an In-House Perspective [00:48:30] Global competition law environment Goals and elements of a successful competition law compliance program Importance of a global program for global operations Potential risk areas Leniency programs Mark D. Whitener The purchase price of this segment ...

Antitrust Institute 2014: Developments & Hot Topics -- Acquisitions and Mergers

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From the program: Antitrust Institute 2014: Developments & Hot Topics

Recorded on: May. 8, 2014

Taken from the Web Program Antitrust Institute 2014: Developments & Hot Topics recorded May, 2014 in New York.Lecture Topics  [01:11:16]Acquisitions and Mergers  [01:11:16] Section 7 of the Clayton Act What you need to know about the Horizontal Merger Guidelines Critical H-S-R reporting updates What are the latest enforcement activities at federal and state levels? Recent decisions involving unilateral and coordinated ...

Asset Based Financing Strategies 2014 -- Asset Based Financing Foundations

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From the program: Asset Based Financing Strategies 2014

Recorded on: Mar. 4, 2014

Taken from the Web Program Asset Based Financing Strategies 2014 recorded February, 2014 in New York.Lecture Topics  [00:27:42]Asset Based Financing Foundations  [00:27:42] The asset-based lending market The importance of a security interest UCC Article 9 definitions Basics of attachment, perfection and priority of a security interest The purchase price of this segment includes the following article from the Course Handbook available ...

Basics of Accounting for Lawyers 2014: What Every Practicing Lawyer Needs to Know -- Anatomy of the Balance Sheet

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From the program: Basics of Accounting for Lawyers 2014: What Every Practicing Lawyer Needs to Know

Recorded on: May. 15, 2014

Taken from the Web Program Basics of Accounting for Lawyers 2014: What Every Practicing Lawyer Needs to Know recorded May, 2014 in New York.Lecture Topics  [02:02:20]Anatomy of the Balance Sheet  [02:02:20] The elements of a balance sheet - assets, liabilities and stockholders’ equity and their significance What to look for when reading a balance sheet Current assets, such as cash, receivables, inventories, investments ...

Basics of Mutual Funds and Other Registered Investment Companies 2013 -- Fund Marketing and Sale of Fund Shares

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From the program: Basics of Mutual Funds and Other Registered Investment Companies 2013

Recorded on: Apr. 30, 2013

Taken from the Web Program Basics of Mutual Funds and Other Registered Investment Companies 2013 recorded April, 2013 in New York.Lecture Topics  [01:01:23]Fund Marketing and Sale of Fund Shares  [01:01:23] How are Fund Shares Distributed? “Funds are sold, not bought”: the role of sales charges and no-load funds, and the future of Rule 12b-1 (or (2)) (let’s do on the last panel) How funds are priced: the critical importance of fund ...

Basics of Mutual Funds and Other Registered Investment Companies 2014 -- Current Trends and Developments

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From the program: Basics of Mutual Funds and Other Registered Investment Companies 2014

Recorded on: Apr. 24, 2014

Taken from the Web Program Basics of Mutual Funds and Other Registered Investment Companies 2014 recorded April, 2014 in New York.Lecture Topics  [01:00:44]Current Trends and Developments  [01:00:44] What are the major trends in the design and distribution of mutual funds? Can ETFs continue to grow at a record pace? Will ETFs ever overtake mutual funds as the dominant pooled investment vehicle for the retail investor? Where ...

Bolstering Your Company’s Fraud Defenses 2014: Proactive Prevention and Responses -- Prevention

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From the program: Bolstering Your Company’s Fraud Defenses 2014: Proactive Prevention and Responses

Recorded on: Nov. 14, 2014

Taken from the Web Program Bolstering Your Company’s Fraud Defenses 2014: Proactive Prevention and Responses recorded November, 2014 in San Francisco. Prevention [01:02:35] Common Weaknesses: How your business runs and where you are vulnerable. Implementing a Successful Prevention Program Anti-Fraud Policies Preventions Controls Detection Policies Moderator: Kristina Azlin Panelists: ...

Broker-Dealer Advisory Services 2014: Current Legal and Compliance Issues Facing Dual Registrants -- Advice Regarding Commodities

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From the program: Broker-Dealer Advisory Services 2014: Current Legal and Compliance Issues Facing Dual Registrants

Recorded on: Feb. 22, 2014

Taken from the Web Program Broker-Dealer Advisory Services 2014: Current Legal and Compliance Issues Facing Dual Registrants recorded February, 2014 in New York.Lecture Topics  [00:53:35]Advice Regarding Commodities  [00:53:35] Implication for Retail Advisory Services Related to Advice about mutual funds and ETFs that are commodity pools CTA Registration NFA Compliance Obligations The purchase price of this segment includes ...

Building Better Construction Contracts 2014 -- Contract Considerations in International (Transnational) Contracting

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From the program: Building Better Construction Contracts 2014

Recorded on: Jun. 26, 2014

Taken from the Web Program Building Better Construction Contracts 2014 recorded June, 2014 in New York.Lecture Topics  [01:00:14]Contract Considerations in International (Transnational) Contracting  [01:00:14] Overview of some considerations for designers, owners and contractors Boycott clauses FCPA Licensing-Insurance Dispute resolution-Taxes-Currency The purchase price of this segment includes the following article from ...

Cloud Computing 2014: Key Issues and Practical Guidance -- Contract Issues

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From the program: Cloud Computing 2014: Key Issues and Practical Guidance

Recorded on: Jun. 10, 2014

Taken from the Web Program Cloud Computing 2014: Key Issues and Practical Guidance recorded June, 2014 in San Francisco.Lecture Topics  [01:29:55]Contract Issues  [01:29:55] What can and can’t be negotiated in enterprise cloud-computing deals? What are the most significant issues for RFPs, due diligence and negotiations? What’s the range of reasonable outcomes on key provisions in cloud deals?: Privacy, data security and confidentiality ...

Commercial Real Estate Institute 2014 (16th Annual) -- Private Equity Issues in Real Estate

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From the program: Commercial Real Estate Institute 2014 (16th Annual)

Recorded on: Nov. 24, 2014

Taken from the Web Program 16th Annual Commercial Real Estate Institute recorded November, 2014 in New York. Private Equity Issues in Real Estate [00:59:16] Overview of the industry (kinds of funds; how many; how much capital) Overview of basic PE structure (Delaware entities; open and closed-end; fees and carry; deal-by-deal vs. back-end; management) PE issues in purchase and sale agreements Issues in JVs (term issues; ...

Crowdfunding and Online Direct Lending (Peer-to-Peer) 2014 -- Commercial and Real Estate Peer-to-Peer Lending

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From the program: Crowdfunding and Online Direct Lending (Peer-to-Peer) 2014

Recorded on: Sep. 25, 2014

Taken from the Web Program Crowdfunding and Online Direct Lending (Peer-to-Peer) 2014 recorded September, 2014 in New York.Lecture Topics  [00:46:17]Commercial and Real Estate Peer-to-Peer Lending  [00:46:17] Issues in commercial lending, including licensing, custody and servicing Real estate transactions and the online loan marketplace Starting your own platform and white label hosting considerations International considerations: ...

Doing Business in and with Emerging Markets 2014 -- Antitrust Considerations in International Deals

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From the program: Doing Business in and with Emerging Markets 2014

Recorded on: Jul. 14, 2014

Taken from the Web Program Doing Business in and with Emerging Markets 2014 recorded July, 2014 in New York.Lecture Topics  [00:59:01]Antitrust Considerations in International Deals  [00:59:01] Recent developments in the antitrust frameworks applicable to deals in Emerging Markets Dealing with antitrust considerations in foreign acquisitions and joint ventures Antitrust enforcement The purchase price of this segment includes the ...

Doing Deals 2014: The Art of M&A Transactional Practice -- Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors

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From the program: Doing Deals 2014: The Art of M&A Transactional Practice

Recorded on: Mar. 17, 2014

Taken from the Web Program Doing Deals 2014: The Art of M&A Transactional Practice recorded March, 2014 in New York.Lecture Topics  [01:34:27]Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors  [01:34:27] Confidentiality agreements Emerging issues in working with financial advisors Effective auction techniques - from bid instruction to closing The purchase price of this segment includes the ...

Drafting and Negotiating Corporate Agreements 2014 -- A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements B. Letters of Intent, Confidentiality and Standstill Agreements

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From the program: Drafting and Negotiating Corporate Agreements 2014

Recorded on: Jan. 15, 2014

Taken from the Web Program Drafting and Negotiating Corporate Agreements 2014 recorded January, 2014 in New York.Lecture Topics  [00:56:10]A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements B. Letters of Intent, Confidentiality and Standstill Agreements  [00:56:10] A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements The range of corporate agreements Controlling the ...

Drafting Securities Filings 2012 -- The Disclosure Cycle and Related Filings

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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  [01:00:18] The Disclosure Cycle and Related Filings  [01:00:18] A. The Duty to Disclose Disclosure beyond the line items: the sources of the duty to disclose Duty to update and duty to correct Missing guidance - breaking the bad news B. Quarterly Earnings Cycle  Earnings announcements and related ...

Fashion and Retail Law 2014: Going Global and Mobile -- Acquiring Brands and Businesses

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From the program: Fashion and Retail Law 2014: Going Global and Mobile

Recorded on: May. 21, 2014

Taken from the Web Program Fashion and Retail Law 2014: Going Global and Mobile recorded May, 2014 in New York.Lecture Topics  [01:01:06]Acquiring Brands and Businesses  [01:01:06] Surveying the deal landscape Structuring a transaction Due diligence challenges Addressing valuation issues Compensating and motivating founders The purchase price of this segment includes the following article from the Course Handbook ...

Financial Services Industry Regulatory Compliance & Ethics Forum 2014 -- Broker-Dealer, Adviser and Mutual Fund Compliance Program

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From the program: Financial Services Industry Regulatory Compliance & Ethics Forum 2014

Recorded on: Oct. 30, 2014

Taken from the Web Program Financial Services Industry Regulatory Compliance & Ethics Forum 2014 recorded October, 2014 in New York. Broker-Dealer, Adviser and Mutual Fund Compliance Program [01:00:49] The regulatory framework SEC regulatory scrutiny regarding defective compliance programs The Annual Review Paula A. Bosco, Ronald A. Holinsky, Clifford E. Kirsch The purchase price of this segment includes the following ...

Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider 2014 -- Basic Concepts

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From the program: Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider 2014

Recorded on: Mar. 18, 2014

Taken from the Web Program Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider 2014 recorded March, 2014 in New York.Lecture Topics  [01:27:11]Basic Concepts  [01:27:11] Preliminary Matters The Framework of a Contract The purchase price of this segment includes the following article from the Course Handbook available online: Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to ...

Fundamentals of Broker-Dealer Regulation 2013 -- Financial Responsibility, Recordkeeping, and Exams

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From the program: Fundamentals of Broker-Dealer Regulation 2013

Recorded on: Jun. 28, 2013

Taken from the Web Program Fundamentals of Broker-Dealer Regulation 2013 recorded June, 2013 in New York.Lecture Topics  [01:13:11]Financial Responsibility, Recordkeeping, and Exams  [01:13:11] The Net Capital and Customer Protection Rules Recordkeeping The SEC and FINRA’s exam program The purchase price of this segment includes the following article from the Course Handbook available online: Record-Keeping (August 6, 2012)John ...

Fundamentals of Broker-Dealer Regulation 2014 -- Broker-Dealer Registration and FINRA Membership

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From the program: Fundamentals of Broker-Dealer Regulation 2014

Recorded on: Jun. 24, 2014

Taken from the Web Program Fundamentals of Broker-Dealer Regulation 2014 recorded June, 2014 in New York.Lecture Topics  [01:01:11]Broker-Dealer Registration and FINRA Membership  [01:01:11]Registration as a broker-dealer: The Form BD FINRA’s membership process The membership agreement Registration of Associated Persons Clifford E. Kirsch, Allison ReidThe purchase price of this segment includes the following article from the Course ...

Fundamentals of Investment Adviser Regulation 2014 -- Adviser Registration; Regulatory Jurisdiction

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From the program: Fundamentals of Investment Adviser Regulation 2014

Recorded on: Jul. 17, 2014

Taken from the Web Program Fundamentals of Investment Adviser Regulation 2014 recorded July, 2014 in New York.Lecture Topics  [01:05:45]Adviser Registration; Regulatory Jurisdiction  [01:05:45] State regulation The interplay between the SEC and the states Registration as an Adviser: The Form ADV Registration of Associated Persons The role played by the DOL The purchase price of this segment includes the following article ...

Fundamentals of Swaps & Other Derivatives 2014 -- Bilateral OTC Derivatives: Termination, Valuation, Netting, Closeout, Netting Opinions

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From the program: Fundamentals of Swaps & Other Derivatives 2014

Recorded on: Oct. 16, 2014

Taken from the Web Program Fundamentals of Swaps & Other Derivatives 2014 recorded October, 2014 in New York. Bilateral OTC Derivatives: Termination, Valuation, Netting, Closeout, Netting Opinions [01:01:27] Netting opinions and jurisdictional considerations Valuation at termination: case law issues; regulated aspects Other issues Moderators: Gary Barnett, Joshua D. Cohn Scott L. Flood, Cristina Pérez The purchase ...

Featured Faculty/Authors
Kevin J. Ryan

Kevin J. Ryan ~ Managing Director, Global Capital Markets, Morgan Stanley

David G. Keyko

David G. Keyko ~ Pillsbury Winthrop Shaw Pittman LLP

Alyssa A. Grikscheit

Alyssa A. Grikscheit ~ Sidley Austin LLP