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Acquiring or Selling the Privately Held Company 2015 -- 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 2015

Recorded on: Jun. 17, 2015

Taken from the Web Program Acquiring or Selling the Privately Held Company 2015 recorded June, 2015 in New York. A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies [01:35:25] A. Indemnification [45 minutes] Techniques and issues in negotiating indemnification provisions: “Baskets” “Caps” Partial indemnification “Sandbagging” Survival ...

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 ...

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 ...

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 -- Helplines, Investigation and Responding to Misconduct

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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  [02:05:19]Helplines, Investigation and Responding to Misconduct  [02:05:19] Managing Helplines and Dealing with Whistleblowers How to Combat the Fear of Retaliation Best Practices and Guidelines for Handling Internal Investigations Maintaining the Attorney-Client (and Other) Privileges The purchase price of this segment ...

Corporate Compliance and Ethics Institute 2015 -- Codes, Training and Communications

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From the program: Corporate Compliance and Ethics Institute 2015

Recorded on: Jun. 3, 2015

Taken from the Web Program Corporate Compliance and Ethics Institute 2015 recorded June, 2015 in New York. Codes, Training and Communications [01:14:58] A. Codes and Policies Designing and Revising Codes of Conduct that work Policy development, dissemination and ownership B.Trainings and Communications Best Practices in Training and Communications How to Tell if Your Compliance Training Is Working Budget-Sensitive ...

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 ...

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 ...

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 2015: 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 2015: The Art of M&A Transactional Practice

Recorded on: Mar. 18, 2015

Taken from the Web Program Doing Deals 2015: The Art of M&A Transactional Practice recorded March, 2015 in New York. Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors [01:29:27] (Skills credit for NY attorneys) Confidentiality agreements Emerging issues in working with financial advisors Effective auction techniques – from bid instruction to closing Speakers: James Ben, Igor Kirman, ...

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