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10b5-1 Trading Plans and Insider Trading Under the Spotlight: Key Issues Companies and Executives Must Consider 2013 (Audio-only)

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Recorded on: Feb. 7, 2013

AMY: It is now my pleasure to turn this briefing over to John Tuttle. JONATHAN TUTTLE: Hello all and welcome and thanks for joining on the call today. What Matt and I are going to talk about really had its most recent origin in some newspaper articles that Matt will discuss later talking about 10b5-1 trading plans and bringing those plans kind of back to the forefront of both the enforcement and the corporate issuer context. I think what we're going ...

2011 Practice Highlights: A. Purchase Money Security Interest (PMSI) and Consignment Transactions; B. Default and Enforcement; C. Bankruptcy

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Recorded on: Jan. 20, 2011

SPEAKER 1: OK, welcome back from your break. On our next topic, we're going to cover Purchase Money Security Interest and Consignments. And for this presentation, I'm proud to introduce Ken Karl from Sheppard Mullin in Los Angeles and I thank him for flying out here. And as you may remember this morning, I introduced one of the speakers and told you that he'd given me my first job out of law school. Well, Ken has done something slightly even more ...

Chadbourne & Parke LLP v. Troice and Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund: Recent Supreme Court Decisions and Developments in Securities Litigation 2014 (Audio-only)

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Released on: Apr. 9, 2014

Taken from the briefing Chadbourne & Parke LLP v. Troice and Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund: Recent Supreme Court Decisions and Developments in Securities Litigation recorded March, 2014.In the past several years, the Supreme Court has issued a number of decisions that have shaped the contours of securities litigation. The Court’s avid interest in securities cases continues in 2014.Lecture Topics  ...

A. Applying Private Placement Techniques to Other Financings; B. Rule 144A Offerings

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Recorded on: May. 3, 2011

ANNA T. PINEDO: OK, we're going to start again with our next series of sessions, and we're going to focus on how a lot of the techniques that developed in connection with private placements have been applied to an even broader set of transactions in recent years, particularly to confidentially marketed public offerings and register directs. So with us this afternoon we have So Young Lee, and she is a director and assistant general counsel in the equity ...

A. Basic Building Blocks: Attachment, Perfection,and Priority; B. Drafting the Security Agreement

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Recorded on: Jan. 14, 2013

KENNETH CHIN: When Grace talked about the audience feedback, we really do welcome that. I just want to tell you that people last year said they appreciated some of the props I brought along for my presentation. I'm doing a slightly different one this year. But I also want to let you know that us UCC lawyers are a special breed, we actually have our own coffee. So if you want a taste of this, I'm going to pour some in my cup, but I'll leave the open ...

A. Basic Building Blocks: Attachment, Perfection, and Priority B. Drafting the Security Agreement

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Recorded on: Jan. 16, 2014

KENNETH CHIN: I am delighted to introduce our first two speakers this morning who are sitting here on the podium. Steve Weise is a partner at Proskauer, and Ed Smith is a partner at Bingham McCutchen. Both of them frequently lecture on commercial law topics. And they both participated in drafting the current version of Article 9. Now, here's a little story about them. I've told this story to Steve but not to Ed, because I haven't seen Ed since this ...

Secured Transactions 2014: What Lawyers Need to Know About UCC Article 9

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From the program: Secured Transactions 2014: What Lawyers Need to Know About UCC Article 9

Released on: Jan. 29, 2014

Article 9 of the Uniform Commercial Code applies to secured transactions, which are interests in specific collateral granted by the debtor in conjunction with the debtor’s promise to pay. In Secured Transactions 2014: What Lawyers Need to Know About UCC Article 9, you will learn the fundamentals of acquiring a security interest, including how to attach, to perfect (filing and non-filing methods) and to gain (and maintain) priority in the collateral ...

A. Basic Building Blocks: Attachment, Perfections, and Priority; B. Drafting the Security Agreement

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Recorded on: Jan. 20, 2011

STEVEN O. WEISE: Thanks Penny and Ken. As Penny said, feel free to ask questions as I go. Just sort of wave your arms and I'll try to see you and get back to you. In terms of materials, there's an outline starting at page 25 of the book and there was a handout, which is the traditional ubiquitous PowerPoint. Which is substantively the same and follows the same order as the outline in the book. So whatever your preferences is, you'll get the same ...

A. Common Assets/Uncommon Collateral; B. The Filing System

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Recorded on: Jan. 20, 2011

KENNETH CHIN: OK so good afternoon and welcome back from lunch. I hope you all enjoyed your lunch. This afternoon, I'm going to focus my presentation on something which I've titled Common Assets and Uncommon Collateral. As you heard this morning, you heard a lot of the technical UCC terms being thrown around and those of us who practice in the field generally understand what sort of assets fit into what sort of asset categories, but a lot of people ...

A. Common Assets/Uncommon Collateral and Special Collateral Types; B.LLC and Limited Partnership Interests as Collateral; C.The UCC and Anti-Assignment Clause Overrides

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Recorded on: Jan. 14, 2013

KENNETH CHIN: OK, welcome back. It's 1:30. And our first speaker this afternoon is Mae Rogers who is special counsel at Kramer Levin. And Mae focuses primarily on general banking and finance matters, including sales, foreclosure sales, done in accordance with the UCC. Mae has spoken at the City Bar Association as well. And without further ado, I'm going to let Mae take over. And her presentation is Common Assets, Uncommon Collateral, and Special ...

A. Common Assets/Uncommon Collateral and Special Collateral Types B. LLC and Limited Partnership Interests as Collateral and Anti-Assignment Clause Overrides

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Recorded on: Jan. 16, 2014

KENNETH CHIN: OK. Welcome back. So for this afternoon, what I'm going to do is start off by having a presentation with Penny. We're going to talk about common assets, uncommon collateral. Now, finance lawyers-- if you've noticed from this morning's presentations-- finance lawyers, and particularly UCC lawyers, oftentimes have their own terminology. Oftentimes we use terms that are dictated by the UCC. We know what those terms all mean but other people ...

A. Communications Issues Arising in Connection with Private Offerings; B. Financings in Close Proximity to One Another

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Recorded on: May. 3, 2011

ANNA T. PINEDO: All right, well we're going to get started again. And for the 10:00 to 11:00 hour, we're going to cover two very interesting set of topics, communications in connection with private placements. And both David and Jerry on our first panel, alluded to many of the issues regarding general solicitation. And Jerry provided some insight regarding the staff's review following the exchange with the Hill concerning general solicitations. So ...

A. Default and Enforcement; B. Bankruptcy

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Recorded on: Jan. 14, 2013

KENNETH CHIN: And for our next speaker we have Ken Carl, who's a partner at Sheppard Mullin from Los Angeles. I'm so happy he's traveled all the way across the country in order to give this presentation. Ken's practice focuses on lender and borrower representation and financing transactions, loan workouts, and bankruptcies. And Ken is a classmate of mine from law school. And I'm so happy that he's here. So Ken will talk to us about default and remedies. ...

A. Default and Enforcement B. Bankruptcy C. How the Uniform Commercial Code Affects Your Business: Applying Articles 1, 8 and 9 to Non-Financing Transactions

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Recorded on: Jan. 16, 2014

KENNETH CHIN: Welcome back. So for this segment of the presentation, I want to introduce the next two speakers. One is Ken Carl, who is a partner at Sheppard Mullin. And he will talk about enforcing security interest under Article 9. After you've figured out-- you're perfected in everything, now the borrower doesn't pay. Then what? And immediately following him will be Kristen Campana, who is a partner at Bracewell Giuliani. And she's going to tell ...

Private Placements and Other Financing Alternatives 2014

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From the program: Private Placements and Other Financing Alternatives 2014

Released on: Apr. 9, 2014

Our expert faculty of leading practitioners and regulators as will discuss and analyze the changing regulatory framework and market for private offerings. We will address the changes to private and exempt offerings brought about by the JOBS Act, including the SEC’s final rules relaxing the ban on general solicitation for certain Rule 506 offerings and 144A offerings, and the practical implications of these changes for issuers, broker-dealers and investment ...

A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies

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Recorded on: Jun. 12, 2013

DAVID W. POLLAK: Good afternoon. It's 1:30. We're back. Hopefully, those of you in New York didn't get to wet. So for our afternoon session, we're going to start by talking about indemnification, which obviously is a natural outgrowth of the purchase agreement that we spent three hours talking about this morning. MARIE L. GIBSON: You'll be happy to hear mine's only 45 minutes. DAVID W. POLLAK: Only 45 minutes. And here to my right is Marie Gibson, ...

Acquiring or Selling the Privately Held Company 2013

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From the program: Acquiring or Selling the Privately Held Company 2013

Released on: Jun. 21, 2013

In this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, ...

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

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Recorded on: Jan. 3, 2013

GRACE E. O'HANLON: It's now my pleasure to introduce you to the chair of today's program, Alyssa Grikscheit. Alyssa is a partner in the New York office of Sidley Austin. She has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances, and restructurings. She represents domestic and foreign ...

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

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Recorded on: Jan. 5, 2012

GRACE O'HANLON: Good morning, my name is Grace O'Hanlon. I'm a program attorney with the Practising Law Institute. It's my pleasure to welcome you to our program, Drafting and Negotiating Corporate Agreements 2012. A welcome to our groupcast and webcast attendees as well. Now, it's my pleasure to introduce you to the chair of today's program, Alyssa Grikscheit. Alyssa is a partner in the New York office of Sidley Austin. She has a diverse corporate ...

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

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Recorded on: Jan. 15, 2014

GRACE O'HANLON: It's now my pleasure to introduce you to the chair of today's program, Alyssa Grikscheit. Alyssa is a partner in the New York office of Sidley Austin. She has a diverse corporate practice that currently emphasizes complex transactions in alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances, and restructurings. She has extensive experience in international ...

Drafting and Negotiating Corporate Agreements 2014

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From the program: Drafting and Negotiating Corporate Agreements 2014

Released on: Jan. 24, 2014

In this perennial favorite, our expert faculty will teach you the basics of drafting and negotiating corporate agreements - from how the provisions of an agreement fit together, to the fundamental drafting and negotiating principles common to all corporate agreements. You will learn how to reduce your client’s goals to a complete, clearly written and enforceable agreement, and how to identify what issues are most likely to come up in a negotiation ...

A. Overview of Regulation D, Rule 701 and SEC Update; B. Resales: Rule 144, Tacking, Holding Period Issues and 4 (1-1/2)

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Recorded on: May. 3, 2011

ANNA T. PINEDO: And Gerry. DAVID B. H. MARTIN: Great, thank you, Anna. Gerry, can you hear me? GERALD J. LAPORTE: Yes, I can. DAVID B. H. MARTIN: Sounds like maybe he can. I see the mouth moving. Maybe I still have this on mute. Can everybody in the room hear me? OK, let me see if we can pull this off. What Gerry and I want to do in the next 30-35 minutes is to give you a refresher, reminder, primer, however you want to think of it, on Regulation ...

A. Positioning Your Company for Venture Capital Financing/B. Anatomy of a Venture Capital Deal

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Recorded on: Mar. 4, 2013

STEVEN L. BAGLIO: So I'm going to tackle the very beginning of how a venture backed company might be formed. And then I'll turn it over to Sarah, who will talk more specifically about venture capital deal terms. And by the way, if anybody in the live audience has a question, they should feel free to interrupt me as I go. And we'll stop periodically, if you'd like. So it's really three buckets within what I'm going to talk about. Just to organize. ...

A. Positioning Your Company for Venture Capital Financing; B. Anatomy of a Venture Capital Deal

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Recorded on: Mar. 20, 2012

CURTIS L. MO: Why don't we start with the first panel? Going down the line. Steve Baglio is a partner in the New York office of Gunderson Dettmer. Mick is co-chair of the emerging growth practice at WilmerHale in Waltham in Boston. And Ellen chairs the emerging growth practice from Covington's New York office. And they're going to talk about how do you position your company for financings and what do these financings look like that we're going to ...

Venture Capital 2014: Nuts and Bolts

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From the program: Venture Capital 2014: Nuts and Bolts

Released on: Mar. 13, 2014

A thorough understanding of current market practice, deal terms and conditions, transaction documents and applicable securities, regulatory and ethical issues is critical in the venture capital business. This program, designed for those seeking a secure foundation in the venture capital field, will teach you the essentials of venture capital. From examining the anatomy of a venture capital deal, to participating in a mock term sheet negotiation, to ...

Featured Faculty/Authors
George M. Wilson, MBA, CPA

George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI

Mina Park

Mina Park ~ Director, Banking and Capital Markets Origination Legal, Asia Pacific, Citi

Harvey I. Saferstein

Harvey I. Saferstein ~ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.