On-Demand Learning

Corporate & Securities

Released on: Feb. 7, 2013

Taken from the briefing 10b5-1 Trading Plans and Insider Trading Under the Spotlight: Key Issues Companies and Executives Must Consider recorded January, 2013. A recent front page article in the Wall Street Journal entitled “Executives’ Good Luck in Trading Own Stock” reported that, based on the review of thousands of trades by corporate insiders, many executives appear to have done suspiciously well buying and selling their companies’ ...

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 ...

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 ...

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 ...

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 ...

From the program: Secured Transactions 2013: What Lawyers Need to Know About UCC Article 9

Released on: Jan. 23, 2013

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. At Secured Transactions 2013: 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 ...

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 ...

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 ...

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 ...

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 ...

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. ...

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, ...

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 ...

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 ...

From the program: Drafting and Negotiating Corporate Agreements 2013

Released on: Jan. 16, 2013

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 ...

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 ...

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. ...

From the program: Venture Capital 2013: Nuts and Bolts

Released on: Mar. 14, 2013

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 ...

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 ...

Recorded on: Apr. 17, 2012

ANNA PINEDO: Good morning. If you're joining us on the web, we're going to get started with our next two segments. We're continuing on this morning in our discussion of private placements and exempt and hybrid securities offerings. This morning, we began with a general overview section 4(2), or now 4(a)(2), and the Regulation D safe harbor. As we discussed in our session, the securities that are sold in private placement transactions are restricted ...

Recorded on: Apr. 20, 2011

GRACE: and Marc Trevino. I'm just going to give you a brief bio of theirs. Their full bio is available in the course handbook. Linda is the Practice Group Leader Emeritus of the Executive Compensation and Employee Benefits Private Client group at Shearman & Sterling. Her practice focuses on all aspects of executive compensation and benefits, including corporate securities and tax laws, and ERISA. Marc is co-managing partner of Sullivan & ...

Recorded on: Apr. 20, 2011

LINDA E. RAPPAPORT: Hello everybody. We're going to get started again. I think Mark is on his way back. So it's my great pleasure to introduce our next panelists. Assuming I can find their resumes here. To my immediate right is Jeannemarie O'Brien, who is a leader of the Executive Compensation practice at Wachtell Lipton, and will be addressing us in the area of M&A developments for Executive Compensation, which will be terrific. And then, for ...

Recorded on: Jan. 20, 2011

PENELOPE L. CHRISTOPHOROU: We're going to begin now. If everyone can take their seat. So we're going to be turning now to some special collateral types that were alluded to in Ed's and Steve's presentation, but as to which I'm going to go into a bit more detail. These are deposit accounts, securities accounts, and letters of credit. Basically we're going to go over what exactly these categories are, the role of control with respect to these categories, ...

Recorded on: Mar. 14, 2011

CURTIS: So without further ado, why don't we talk about Startup to Seed Financing. Anthony Pergola, facing us to our left here, is a Vice Chair and Cofounder of Lowenstein Sandler's tech group. They're very active, particularly in the near Tri-State area. He's also perfect for this topic because he's actually an active angel investor also. ANTHONY O. PERGOLA: Sure. Active in that I've made a number of angel investments that haven't exited or resulted ...

Recorded on: Jan. 14, 2013

KENNETH CHIN: Our next speaker is Darrell Pierce, who is the co-leader of his firm Dykema's Lending Team. He supervises the UCC filing team. Darrell is a member of the Article 9 Study Committee for the Permanent Editorial Board of the Uniform Commercial Code. He is the chair of the Article 9 Filing Project and the primary drafter of the International Association of Commercial Administrators' Model Administrative Rules for Article 9 Filing Offices. So ...