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Addressing Disputes Over Stockholder Meetings

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Recorded on: Jul. 11, 2013

A. THOMPSON BAYLISS: So name that judge who said the following, "I'm just going to confess out loud that I have reached the point in my career of what I will call 'disclosure fatigue.' That is the struggle that the court goes through to try to figure out what information, about a target's financial advisor's analysis, needs to be disclosed to stockholders." Well everybody's voting. I'll just ask the panel, who here suffers from disclosure ...

M&A Litigation 2013

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From the program: M&A Litigation 2013

Released on: Jul. 11, 2013

What better way to learn about M&A litigation than from the attorneys that litigate the nation’s most important M&A disputes and the judges who preside over them? We have assembled judges from the Delaware Supreme Court and the Court of Chancery - the most experienced and respected courts on M&A matters - and distinguished M&A litigators to give you their perspectives on the best ways to handle corporate M&A disputes.Whether you ...

Adviser Registration; Regulatory Jurisdiction

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Recorded on: Jul. 18, 2013

CLIFFORD KIRSCH: All righty, and we are going to go right into the next panel. And I'm here with Phil Rutledge, and what Phil and I wanted to do was give you an overview, just assume-- put beside the analysis of is someone required to register or not. Someone is required to register. They're doing activity. That's an adviser. What Phil and I wanted to do in this panel is really just set the stage of what does it mean to be registered, what does it ...

Fundamentals of Investment Adviser Regulation 2013

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From the program: Fundamentals of Investment Adviser Regulation 2013

Released on: Jul. 31, 2013

In the aftermath of the financial crisis and the resulting regulatory reform, the SEC has advanced significant rulemaking to impose a greater degree of controls on investment advisers’ operations. In fact, the SEC has put the regulation of investment advisers under the microscope, establishing new rules related to adviser custody, political contributions and adviser disclosure and has retooled its adviser exam program.In this program, you ...

Advisers to Private Funds

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Recorded on: Jul. 18, 2013

CLIFF: Thanks for sticking with us today. It's been a great audience and a great program. So thanks for your attention throughout. I'm very pleased to introduce our last panel, which is a dedicated panel. We structured this, just because of all the issues that are arising and people are dealing with, a standalone panel on advisors to private funds. And I'm very pleased to welcome, to my right, Peter Rosenblum. Peter has spoken on this program. But ...

Anatomy of the Balance Sheet

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Recorded on: Jul. 23, 2013

CURTIS BURR: I've got a smiling gatekeeper in the back. LAWRENCE M. CIRELLI: She keeps the train running on time. CURTIS BURR: Yeah. Switch. So we'll restart, and the next topic, we've got a great overview of accounting, the language, all the pieces that belong as part of financial statements. And next, we're going to focus on one of the really fundamental parts of the accounting financial statements, which is the balance sheet, where often, people ...

Anatomy of the Balance Sheet

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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 FranciscoAnatomy of the Balance Sheet [01:45:37] 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 and equity securities, and fixed and ...

Antitrust Considerations in International Deals

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Recorded on: Jul. 12, 2013

JOHN DU: All right, thank you. We are going to move to the next panel, which is antitrust. We have talked about how to do due diligence in the emerging markets as well as on negotiations. And antitrust is one of the primary concerns in structuring a deal. So today, we have three panelists here. And all of them are M&A lawyers with a focus, for Janet and Mariana, in antitrust. So today, I'm going to introduce the speakers first. And then we'll ...

Doing Deals in and with Emerging Markets: BRICs and Beyond 2013

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From the program: Doing Deals in and with Emerging Markets: BRICs and Beyond 2013

Released on: Jul. 25, 2013

With emerging markets players, like those of the BRIC (Brazil, Russia, India and China) countries, playing an ever greater role in the global economy, attorneys and other professionals facilitating cross-border transactions need to familiarize themselves with their perspective on inbound and outbound investments. According to a recent Office for Economic Co-operation and Development study, emerging markets will account for over 60% of global economic ...

Audit Committee Workshop 2013

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From the program: Audit Committees and Financial Reporting 2013: Recent Developments and Current Issues

Released on: Jul. 5, 2013

As we continue to see many new regulations from the SEC, PCAOB and financial institution regulators, we also continue to see numerous challenges emerge for the audit committee. If you are a director or member of an audit committee, or if you advise audit committees, this program will help you understand what is required of the audit committee, and those who advise them, in this rapidly changing environment. You will hear from an expert faculty of ...

Chinese Investment and U.S. National Security Reviews -- in 3D (Three Different Perspectives)

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Recorded on: Jul. 23, 2013

Taken from the briefing Chinese Investment and U.S. National Security Reviews -- in 3D [Three Different Perspectives] recorded July, 2013.The Committee on Foreign Investment in the United States (CFIUS) is an interagency committee that conducts national security reviews of in-bound foreign investments.  Deals not approved by CFIUS can face significant risks, including the risk that the deal may be blocked before closing or even the ...

Internal Investigations 2013

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From the program: Internal Investigations 2013

Released on: Jul. 9, 2013

Knowing how to conduct effective and efficient internal investigations is key to protecting your clients or company. Companies and their counsel need to be diligent and proactive in identifying risks and remedying potential issues. In this program, panels of experts from the private bar, in-house and the government use a real-world hypothetical fact pattern throughout the day to review the many considerations and issues that can and do arise ...

Private Equity Forum 2013 (Fourteenth Annual)

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From the program: Private Equity Forum (Fourteenth Annual)

Released on: Jul. 23, 2013

Since the financial crisis a few years ago, private equity firms have been dealing with its aftermath, including increased regulatory and legislative scrutiny of their activities and the activities of their funds as well as difficult environments in which to raise new funds and to get deals done. Many firms were required to register as investment advisers with the SEC and a number of newly registered firms are now undergoing their first SEC audits. In ...

Considerations for End-Users of Derivatives 2013 (Audio-only)

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Released on: Jul. 8, 2013

Taken from the briefing Considerations for End-Users of Derivatives recorded June, 2013.Derivatives market participants are becoming subject to a series of regulatory requirements related to clearing, trade reporting, and record-keeping. Even occasional corporate end-users of derivatives will have to prepare to comply with certain of these new obligations.In this Briefing, James Schwartz and Anna T. Pinedo of Morrison & Foerster LLP, and Matthew ...

Current Topics in Professional Ethics for Accountants and Attorneys

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Recorded on: Jul. 23, 2013

LARRY CIRELLI: So we're going to move right on to our last topic of the day and our last topic of this class, Current Topics and Professional Ethics for Accountants and Attorneys. And with us is J. Michael Matthews. Mike is sitting down there at the far end because he contracted some form of the plague in the last day. And we're not letting him sit anywhere near us. If you have a question, stay over there, because he's got a really bad cold going ...

Cybersecurity 2013: Managing the Risk

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From the program: Cybersecurity 2013: Managing the Risk

Released on: Jul. 15, 2013

Not long ago, “cyber attacks" invoked futuristic battles in a virtual universe. Today, the threats posed by cyber attacks are very real, and are wreaking havoc on companies around the world. No industry sector is immune, and cybercrime targets have broadened significantly. Media reports of the staggering number of increasingly sophisticated cyber attacks attest to this trend, with organizations such as The New York Times, The Washington Post, Twitter, ...

Doing Deals in BRICs: Due Diligence and Negotiation Issues

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Recorded on: Jul. 12, 2013

PAULO C. ARAGAO: Good morning. It's a pleasure to be here. And although definitely I'm not the political scientist, let me talk a little bit about what we think is happening in Brazil-- we're not sure, but what we think is happening there. We have a line in our national anthem, written 200 years ago, that talks about a sleeping giant. I think the giant is awakening. We have a country with 200 million inhabitants with now a very powerful middle class, ...

Effective Use of Financial Experts

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Recorded on: Jul. 23, 2013

C. BURR: Good afternoon and welcome back to the afternoon session of "Basics of Accounting for Lawyers." This afternoon, we start off with the section of "How Lawyers Can Use Accountants as Experts." And we're very fortunate to have with us this afternoon Matt Harrison, who is a partner with Latham & Watkins here in San Francisco and has done a tremendous amount of work representing accountants and accounting firms in malpractice ...

Ethics and Anti-Corruption Enforcement

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Recorded on: Jul. 12, 2013

JOHN DU: So we're moving to the next topic of ethics. This has been a traditional topic for the past, at least seven years for this program. And the predecessor of this program. And very often, it has led to great discussion and a lot of participation from the audience. We hope to repeat our success in the past sessions. And we're still missing one panelist. And he emailed. And he should be here very, I believe, momentarily. But PLI has its rules, ...

Fundamentals of Broker-Dealer Regulation 2013

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From the program: Fundamentals of Broker-Dealer Regulation 2013

Released on: Jul. 8, 2013

Major changes in broker-dealer regulation and the industry have come about as a result of the financial services crisis and the resulting regulatory reform. At the same time, FINRA’s overhaul of its rulebook as part of its Rulebook Consolidation process is almost complete. This program will provide you with a solid foundation in the regulatory regime applying to broker-dealers, including what to expect next regarding broker-dealer regulation. ...

GAAP and IFRS, the Accounting Cycle, and GAAS - Why They Are Important

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Recorded on: Jul. 23, 2013

LAWRENCE M. CIRELLI: So with that, let's turn to the first topic. As I just mentioned, it's kind of an overview of accounting principles, acronyms, and why they're important. So let me introduce our first speaker, who is sitting to my right-- Deepa Bhat. Deepa has taught this-- is this your second or third year? DEEPA BHAT: Second year. LAWRENCE M. CIRELLI: Second year of teaching it, and did a wonderful job last year, so she's back. Deepa is ...

Hedge Fund Activism: Post-Crisis Reemergence 2013 (Audio-only)

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Released on: Jul. 2, 2013

Taken from the briefing Hedge Fund Activism: Post-Crisis Reemergence recorded June, 2013.After a relative lull during the financial crisis, hedge fund activism has reemerged as a common phenomenon in the corporate landscape. With a view to driving short-term gains, hedge funds use a variety of approaches to prompt transactions or force other changes in their investee companies. As a result of the increased prevalence of hedge fund activity, preparedness ...

Insight from the Statement of Cash Flows

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Recorded on: Jul. 23, 2013

LAWRENCE M. CIRELLI: OK. Good morning, everybody, and welcome back to the second session of the 2013 version of Basics of Accounting for Lawyers. We're going to start this morning, as we mentioned at the end of yesterday's session, with the cash flow statement. First, we're going to talk about insights from the cash flow statement, take a break, and then complete what the cash flow statement tells you. And we're going to end this morning's session ...

JOBS Act: SEC's New Regime for Private Placements 2013 (Audio-only)

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Released on: Jul. 26, 2013

Taken from the briefing JOBS Act: SEC's New Regime for Private Placements recorded July, 2013.On Wednesday, July 10 the Securities and Exchange Commission adopted amendments to its rules governing private placements of securities. Section 201(a) of the JOBS Act directed the Commission to act by July 2012 to liberalize restrictions on publicity in private placements, but controversy surrounding the Commission’s August 2012 proposal resulted in ...

Notes to the Financial Statements: The Rest of the Story

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Recorded on: Jul. 23, 2013

LARRY CIRELLI: So it's 11:30. Let's get started. We have now covered the financial statements. We covered the balance sheet, first thing yesterday. We then, covered the income statement. We've now covered the statement of cash flows. We've talked a little bit about stockholders equity in the course of those discussions. And now, we're going to finish up financial statements and their analysis with a discussion of notes of the financial statements. ...

Featured Faculty/Authors
Lisa J. Sotto

Lisa J. Sotto ~ Hunton & Williams LLP

David W. Pollak

David W. Pollak ~ Morgan, Lewis & Bockius LLP

Katie M. Lachter

Katie M. Lachter ~ Hinshaw & Culbertson LLP