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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 ...

Advanced Compliance and Ethics Workshop 2014 -- Creating and Sustaining an Ethical Culture

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From the program: Advanced Compliance and Ethics Workshop 2014

Recorded on: Oct. 8, 2014

Please note that "ethics" in the program title refers to the “Compliance and Ethics Program” used in the Federal Sentencing Guidelines for Organizations. It does not specifically refer to legal ethics. Please check the credit calculator to the right for credit information for your jurisdiction. Taken from the Web Program Advanced Compliance and Ethics Workshop 2014 recorded October 2014 in New York. Creating and Sustaining an Ethical ...

Advanced Swaps & Other Derivatives 2014 -- Cleared and Uncleared Swaps, Swap Execution Methods, Give-up and Reporting

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From the program: Advanced Swaps & Other Derivatives 2014

Recorded on: Oct. 20, 2014

Taken from the Web Program Advanced Swaps & Other Derivatives 2014 recorded October, 2014 in New York. Cleared and Uncleared Swaps, Swap Execution Methods, Give-up and Reporting [01:04:53] Execution Give-up arrangements, futures agreement addenda and execution agreements PB and asset manager allocation issues SDR reporting Moderator: Joshua D. Cohn Daniel J. Bucsa, Frank N. Fisanich, Geoffrey B. Goldman, Nancy ...

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 2015: Developments & Hot Topics -- Acquisitions and Mergers

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From the program: Antitrust Institute 2015: Developments & Hot Topics

Recorded on: May. 13, 2015

Taken from the Web Program Antitrust Institute 2015: Developments & Hot Topics recorded May, 2015 in New York. Acquisitions and Mergers [01:06:57] 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 ...

Asset Based Financing Strategies 2015 -- Bankruptcy

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From the program: Asset Based Financing Strategies 2015

Recorded on: Mar. 2, 2015

Taken from the Web Program Asset Based Financing Strategies 2015 recorded February, 2015 in New York. Bankruptcy [00:59:41] Chapter 7 vs. Chapter 11 Automatic stay Adequate protection Financing the debtor - do secured creditors exert too much control over the process? Bankruptcy trustee’s avoiding powers - key concerns to asset-based lenders? Issues for asset-based lenders in Chapter 11 plans June ...

Audit Committees and Financial Reporting 2014: Recent Developments and Current Issues -- Ethical Challenges for Audit Committees and Their Adviors: Look Out the SEC and DOJ are Watching

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From the program: Audit Committees and Financial Reporting 2014: Recent Developments and Current Issues

Recorded on: Jun. 23, 2014

Taken from the Web Program Audit Committees and Financial Reporting 2014: Recent Developments and Current Issues recorded June, 2014 in New York.Lecture Topics  [00:59:08]Ethical Challenges for Audit Committees and Their Adviors: Look Out... the SEC and DOJ are Watching  [00:59:08] How to deal with tough disclosure and financial reporting issues without getting your fingers burned When does the audit committee need its own counsel? ...

Bankruptcy & Reorganizations 2015: Current Developments -- Acquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability

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From the program: Bankruptcy & Reorganizations 2015: Current Developments

Recorded on: Apr. 30, 2015

Taken from the Web Program Bankruptcy & Reorganizations 2015: Current Developments recorded April, 2015 in New York. Acquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability [01:00:10] Process, procedures and litigation—scope and extent of break-up and topping fees Structuring and negotiating bids—Los Angeles Dodgers; Texas Rangers, and small and medium cases Assignments of ...

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 2015 -- Current Trends and Developments

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From the program: Basics of Mutual Funds and Other Registered Investment Companies 2015

Recorded on: May. 4, 2015

Taken from the Web Program Basics of Mutual Funds and Other Registered Investment Companies 2015 recorded April, 2015 in New York. Current Trends and Developments [01:00:06] 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 do hedge funds fit in ...

Broker-Dealer Advisory Services 2015: Current Legal and Compliance Issues Facing Dual Registrants -- Dual-Registrant Advice in the Retirement Marketplace

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From the program: Broker-Dealer Advisory Services 2015: Current Legal and Compliance Issues Facing Dual Registrants

Recorded on: Feb. 20, 2015

Taken from the Web Program Broker-Dealer Advisory Services 2015: Current Legal and Compliance Issues Facing Dual Registrants recorded February, 2015 in New York. Dual-Registrant Advice in the Retirement Marketplace [00:56:52] What it means to be an ERISA fiduciary ERISA fiduciary duty redefinition IRA rollovers DOL’s exam and enforcement trends Speaker: Jason C. Roberts The purchase price of this segment ...

Broker/Dealer Regulation and Enforcement 2014 -- Compliance Officer Roundtable

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From the program: Broker/Dealer Regulation and Enforcement 2014

Recorded on: Oct. 23, 2014

Taken from the Web Program Broker/Dealer Regulation and Enforcement 2014 recorded October, 2014 in New York. Compliance Officer Roundtable [00:59:55] This panel of Chief Compliance Officers will discuss the challenges they face managing their compliance programs in light of continued unprecedented changes in the broker dealer industry. They will discuss current regulatory issues and priorities and offer lessons learned from recent enforcement ...

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 ...

CMBS and the Real Estate Lawyer 2015 - Lender and Borrower Issues in the Capital Markets -- Administering the CMBS Trust Collateral Pools

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From the program: CMBS and the Real Estate Lawyer 2015 - Lender and Borrower Issues in the Capital Markets

Recorded on: Feb. 17, 2015

Taken from the Web Program CMBS and the Real Estate Lawyer 2015 - Lender and Borrower Issues in the Capital Markets recorded February, 2015 in New York. Administering the CMBS Trust Collateral Pools [00:56:18] Representing CMBS trustees; master servicers; special servicers and operating advisors as well as borrowers and guarantors after securitization Roles and Responsibilities Pre-Default Loan Administration Post-Default ...

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; ...

Corporate Compliance and Ethics Institute 2014 -- Audit/Assessment: Ensuring the Effectiveness of a Program

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From the program: Corporate Compliance and Ethics Institute 2014

Recorded on: Jun. 3, 2014

Taken from the Web Program Corporate Compliance and Ethics Institute 2014 recorded May, 2014 in New York.Lecture Topics  [01:00:23]Audit/Assessment: Ensuring the Effectiveness of a Program  [01:00:23] Best Practices in Compliance Auditing Program Assessment: How Do You Know if Your Program Is Working? Using Data to Enhance Your Program: What Metrics Matter Most to Compliance? Compliance and Ethics Surveys: Internal and External ...

Corporate Counsel Institute 2014 -- Cybersecurity: Protecting Your Virtual Assets

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From the program: Corporate Counsel Institute 2014

Recorded on: Oct. 8, 2014

Taken from the Web Program Corporate Counsel Institute 2014 recorded October, 2014 in New York. Cybersecurity: Protecting Your Virtual Assets  [01:00:20] Practical guide to incident response, especially data breaches involving theft of credit card data in an age where stolen card numbers have a mature value in the black market Dealing with service attacks, such as Denial-of-Service or Distributed Denial of Service (or DDoS) attacks, ...

Corporate Governance -- A Master Class 2015 -- Audit Committees and Delaware Law

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From the program: Corporate Governance -- A Master Class 2015

Recorded on: Feb. 18, 2015

Taken from the Web Program Corporate Governance -- A Master Class 2015 recorded February, 2015 in New York. Audit Committees and Delaware Law [01:46:18] Accounting Meets Governance — Further Evolution of Audit Committee Roles (CPE Field of Study: Auditing) What should be uppermost in the minds of Audit Committee members in 2015? The PCAOB inspection process and the impact on auditors — what Audit Committees should know ...

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: ...

Cybersecurity 2014: Managing the Risk -- CISO Panel

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From the program: Cybersecurity 2014: Managing the Risk

Recorded on: Sep. 11, 2014

Taken from the Web Program Cybersecurity 2014: Managing the Risk recorded September, 2014 in New York.Lecture Topics  [00:58:23]CISO Panel  [00:58:23] Strategies for global companies facing persistent threats Lessons learned from previous cybersecurity incidents Industry standards and best practices Prevention strategies The purchase price of this segment includes the following article from the Course Handbook available online: Current ...

Delaware Law Developments 2012: What All Business Lawyers Need to Know -- Deal Lawyers Roundtable

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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 ...

Delaware Law Developments 2014: What All Business Lawyers Need to Know -- Appraisal Litigation

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From the program: Delaware Law Developments 2014: What All Business Lawyers Need to Know

Recorded on: May. 29, 2014

Taken from the Web Program Delaware Law Developments 2014: What All Business Lawyers Need to Know recorded May, 2014 in New York.Lecture Topics  [00:57:18]Appraisal Litigation  [00:57:18] Appraisal as an investment strategy Identifying cases in which to seek appraisal The mechanics - how does appraisal work Recent appraisal caselaw Moderator: Gregory P. Williams Speakers: John Hendershot, Steve Jenkins, Marcus Montejo, ...

Directors' Institute on Corporate Governance 2014 (Twelfth Annual) -- Disclosure - Does It Have to Be So Complicated?

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From the program: Directors' Institute on Corporate Governance 2014 (Twelfth Annual)

Recorded on: Nov. 26, 2014

Taken from the Web Program Directors' Institute on Corporate Governance 2014 (Twelfth Annual) recorded November, 2014 in New York. Disclosure - Does It Have to Be So Complicated? [01:17:00] New SEC disclosure requirements Drafting for different audiences – from retail investors to financial analysts to proxy advisory firms Challenges in diligence, in internal control and in disclosure controls Lessons to date and ...

Featured Faculty/Authors
Jae  Kim

Jae Kim ~ Senior Vice President and General Counsel, Rambus Inc.

Lori A. Richards

Lori A. Richards ~ Chief Compliance Officer, Asset Management Unit, JP Morgan & Co

Edwin E. Smith

Edwin E. Smith ~ Morgan Lewis & Bockius LLP