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

Recorded on: Jun. 12, 2013

Taken from the Web Program Acquiring or Selling the Privately Held Company 2013 recorded June, 2013 in New York.Lecture Topics  [01:29:29]A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies  [01:29:29]A. Indemnification [45 minutes]Techniques and issues in negotiating indemnification provisions: “Baskets” “Caps” Partial indemnification “Sandbagging” Survival of warranties Control ...

From the program: Advanced Compliance and Ethics Workshop 2012

Recorded on: Nov. 29, 2012

Taken from the Web Program Advanced Compliance and Ethics Workshop 2012 recorded November, 2012 in San Francisco. Lecture Topics  [01:01:40] Conflicts of Interest and Gifts and Entertainment: Risks and Compliance Measures  [01:01:40] Drafting workable policies Approval procedures Questionnaires and certifications Balancing competing interests The purchase price of this segment includes the following article ...

From the program: Advanced Patent Licensing 2012: Current Developments and Best Practices

Recorded on: Oct. 23, 2012

Taken from the Web Program Advanced Patent Licensing 2012: Current Developments and Best Practices recorded October, 2012 in San Francisco. Lecture Topics  [02:01:25] Analysis of a Patent License Agreement  [02:01:25] The 30 page license agreement: where are the land mines? Are you a deal killer? When to kill the deal What makes a patent license fair for both sides? What are the hot legal buttons? Are patent ...

From the program: Advanced Swaps & Other Derivatives 2012

Recorded on: Oct. 19, 2012

Taken from the Web Program Advanced Swaps & Other Derivatives 2012 recorded October, 2012 in New York. Lecture Topics  [01:27:28] Clearing and Trading; Grandfathering; End-Users; Marin Posting for Cleared and Uncleared Transactions; Client Money Segregation; Loss Mutualization  [01:27:28] Mandatory clearing and trading requirements SEFs and trading facilities, including definitions, exceptions, regulation and registration  ...

From the program: Advanced Venture Capital 2012

Recorded on: Dec. 5, 2012

Taken from the Web Program Advanced Venture Capital 2012 recorded December, 2012 in San Francisco. Lecture Topics  [02:03:10] Advanced Exits - M&A, IPO, Secondary Sales  [02:03:10] M&A deal terms, including indemnity and waivers of claims Investor issues and protections Deal protective measures IPO developments JOBS Act and other regulatory considerations Secondary markets and liquidity programs The ...

From the program: Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments

Recorded on: Dec. 6, 2012

Taken from the Web Program Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments recorded December, 2012 in New York. Lecture Topics  [01:14:50] Accounting and Financial Reporting Developments and Priorities  [01:14:50] Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements ASC 450 (FAS 5) contingencies  ...

From the program: Antitrust Institute 2013: Developments & Hot Topics

Recorded on: May. 9, 2013

Taken from the Web Program Antitrust Institute 2013: Developments & Hot Topics recorded May, 2013 in New York.Lecture Topics  [01:18:41]Acquisitions and Mergers  [01:18:41] 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 ...

From the program: Asset Based Financing Strategies 2013

Recorded on: Mar. 18, 2013

Taken from the Web Program Asset Based Financing Strategies 2013 recorded March, 2013 in New York. Lecture Topics  [01:01:22] Bankruptcy -- Hot Issues for Secured Creditors  [01:01:22] Automatic stay Post-petition interest and attorneys’ fees Executory contracts Post-petition financing Bankruptcy trustee avoiding powers Credit bidding “Cram down” and “cram up” ...

From the program: Audit Committee Workshop 2013

Recorded on: Jun. 24, 2013

Taken from the Web Program Audit Committee Workshop 2013 recorded June, 2013 in New York.Lecture Topics  [01:01:08]Compliance: What Audit Committees Need to Know  [01:01:08] Role of internal audit New FCPA guidance C-suite fraud Crisis management Challenges and best practices for 2013The purchase price of this segment includes the following article from the Course Handbook available online: Reaching Greater Heights: Are ...

From the program: Banking Law Institute 2012

Recorded on: Dec. 17, 2012

Taken from the Web Program Banking Law Institute 2012 recorded December, 2012 in New York. Lecture Topics  [01:15:22] Current and Future M&A Activity & Regulatory Challenges for M&A Activity  [01:15:22] Current and Future M&A Activity – The coming consolidation wave? – Key structuring risks/challenges in the new environment – Managing FDIC loss-sharing agreements in M&A transactions  ...

From the program: Bankruptcy & Reorganizations 2013: Current Developments

Recorded on: May. 1, 2013

Taken from the Web Program Bankruptcy & Reorganizations 2013: Current Developments recorded April, 2013 in New York.Lecture Topics  [01:00:45]Acquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability  [01:00:45] Process, procedures and litigation - break-up and topping fees Structuring and negotiating bids - Los Angeles Dodgers; Texas Rangers, GM, Chrysler, and small and medium cases Sales ...

From the program: Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know

Recorded on: Jul. 23, 2013

Taken from the Web Program Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know recorded July, 2013 in San Francisco.Lecture Topics  [01:45:00]Anatomy of the Balance Sheet  [01:45:00] 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 in debt ...

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  [01:03:27]Current Trends and Developments  [01:03:27] Will ETFs displace mutual funds as the pooled investment vehicle for the retail investor Will hedge funds displace registered funds as the preferred 21st century investment? What other changes are afoot in the mutual fund industry? The ...

From the program: Broker-Dealer and Adviser Regulatory Compliance Forum 2013

Recorded on: Feb. 22, 2013

Taken from the Web Program Broker-Dealer and Adviser Regulatory Compliance Forum 2013 recorded February, 2013 in New York. Lecture Topics  [01:02:23] Broker-dealer and Adviser Advertising Developments  [01:02:23] New FINRA public communication rules Internal Use Only Material: Complying with the new “reason to believe’ standard Backtested performance Private fund advertising under the JOBS Act The ...

From the program: Broker/Dealer Regulation and Enforcement 2012

Recorded on: Nov. 2, 2012

Taken from the Web Program Broker/Dealer Regulation and Enforcement 2012 recorded October, 2012 in New York. Lecture Topics  [00:59:52] Compliance Officer Roundtable  [00:59:52] 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 ...

From the program: Building a Law Department IP Licensing Program 2013: Driving Shareholder Value

Recorded on: Sep. 23, 2013

Taken from the Web Program Building a Law Department IP Licensing Program 2013: Driving Shareholder Value recorded September, 2013 in San Francisco.Lecture Topics  [01:40:56]Building a Patent Licensing Program  [01:40:56] Defining strategy and objectives Determining value Getting executive and board alignment Corporate governance: role of shareholder activism on IP-adjusted enterprise value Direct versus indirect licensing Sustaining ...

From the program: Cloud Computing 2012: Cut Through the Fluff & Tackle the Critical Stuff

Recorded on: Jun. 12, 2012

Taken from the Web Program Cloud Computing 2012: Cut Through the Fluff & Tackle the Critical Stuff Recorded June 2012 in San Francisco Lecture Topics Cloud Technology and Business Overview [01:05:10] Overview of Cloud Computing a. Essential characteristics     a. Business models and offering          i. Infrastructure as a Service (IaaS) - e.g. Amazon ...

From the program: Cloud Computing 2013: Cut Through the Fluff & Tackle the Critical Stuff

Recorded on: Jun. 11, 2013

Taken from the Web Program Cloud Computing 2013: Cut Through the Fluff & Tackle the Critical Stuff recorded June, 2013 in San Francisco.Lecture Topics  [01:34:45]Contract Issues  [01:34:45] 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 should/shouldn’t be included in key provisions?:- Privacy, data security and confidentiality- ...

From the program: Corporate Compliance and Ethics Institute 2013

Recorded on: Jun. 12, 2013

Taken from the Web Program Corporate Compliance and Ethics Institute 2013 recorded May, 2013 in New York.Lecture Topics  [01:03:57]Audit/Assessment: Ensuring the Effectiveness of a Program  [01:03:57] 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 ExternalThe ...

From the program: Corporate Counsel Institute 2013

Recorded on: Oct. 4, 2013

Taken from the Web Program Corporate Counsel Institute 2013 recorded October, 2013 in New York.Lecture Topics  [01:00:15]Anticipating Regulatory Risks  [01:00:15] How to read the “tea leaves” Creating the culture that “sees around corners” Taking proactive steps – before your competitors do Future areas of focus of the SEC, FSA, DOJ, cybersecurity and others The purchase price of this segment includes the following article ...

From the program: Corporate Governance - A Master Class 2013

Recorded on: Feb. 20, 2013

Taken from the Web Program Corporate Governance - A Master Class 2013 recorded February, 2013 in New York. Lecture Topics  [00:44:20] Continued Evolution in Auditing and Accounting  [00:44:20] An energized PCAOB Part I - prospects for audit firm rotation An energized PCAOB Part II - nature of audits An energized PCAOB Part III - communications between auditors and audit committees IFRS update - will we land a ...

From the program: Cybersecurity 2013: Managing the Risk

Recorded on: Jul. 1, 2013

Taken from the Web Program Cybersecurity 2013: Managing the Risk recorded July, 2013 in New York.Lecture Topics  [00:59:12]How to Protect Your Company  [00:59:12] Cyber threat response: first steps Managing a forensic investigation of a cybersecurity incident Preliminary legal considerations Assessing applicable reporting obligations SEC requirements and potential litigation Strategies for global companies facing persistent ...

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 ...

From the program: Delaware Law Developments 2013: What All Business Lawyers Need to Know

Recorded on: Jun. 3, 2013

Taken from the Web Program Delaware Law Developments 2013: What All Business Lawyers Need to Know recorded May, 2013 in New York.Lecture Topics  [00:59:23]Judges Roundtable: Perspectives on Multi-Jurisdictional Practice  [00:59:23] How do judges determine which cases go forward where? Do judges talk? What do they say? How are settlements handled? How are attorneys’ fees awarded? The purchase price of this segment includes ...

From the program: Directors' Institute on Corporate Governance 2013 (Eleventh Annual)

Recorded on: Sep. 12, 2013

Taken from the Web Program Directors' Institute on Corporate Governance (Eleventh Annual) recorded September, 2013 in New York.Lecture Topics  [01:03:14]Director Independence - What Does It Mean?  [01:03:14]Exploration of the various and sometimes conflicting and uncertain meanings of director independence and disinterestedness within the contexts of: Stock exchange rules for boards and committees Tax and other special rules for compensation ...