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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 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 ...

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 2014: 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 2014: Current Developments

Recorded on: May. 1, 2014

Taken from the Web Program Bankruptcy & Reorganizations 2014: Current Developments recorded April, 2014 in New York.Lecture Topics  [01:01:39]Acquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability  [01:01:39] Process, procedures and litigation - break-up and topping fees Structuring and negotiating bids - Los Angeles Dodgers; Texas Rangers, and small and medium cases Assignments ...

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 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 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 ...

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, ...

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 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 ...

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 -- Acquisition 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  [01:57:54]Acquisition Agreements  [01:57:54] Purchase price determinations and adjustments Allocating liabilities Representations, warranties and indemnification Public and private deals Auction contexts Mergers-of-equals Specific provisions; what is “market”? “MAC”/“MAE” clauses “Fiduciary ...

Enforcement 2014: Perspectives from Government Agencies -- Enforcement Priorities

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From the program: Enforcement 2014: Perspectives from Government Agencies

Recorded on: Apr. 29, 2014

Taken from the Web Program Enforcement 2014: Perspectives from Government Agencies recorded April, 2014 in New York.Lecture Topics  [01:53:43]Enforcement Priorities  [01:53:43] Individuals/entities or both Remedies: What to expect Interagency coordination and competition Regulation by enforcement or general deterrence The purchase price of this segment includes the following article from the Course Handbook available ...

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