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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. 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 ...

A. Resales: Rule 144, Tacking, and Holding Period Issues

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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 ...

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

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

Released on: Dec. 18, 2012

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty who will focus on current “hot issues,” best practices and practical pointers. 2012 appears headed towards being another interesting year with significant events and uncertainties covering a wide spectrum of matters affecting public company ...

Acquisitions and Mergers

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Recorded on: May. 8, 2012

YVONNE S. QUINN: And now we don't give you a moment's rest-- on we go! We're going to move into the mergers section now and talk about a topic, for those of you who are a corporation, sooner or later, you will probably have some kind of an acquisition or merger in your practice. And there are some handouts. Anybody raise their hands if they don't have one and we'll get them to you, so if you want to scribble on them, or whatever, you'll be able to ...

A Detailed Look at Basic Financial Statements

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Recorded on: Jun. 6, 2012

KIRSTEN AUNAPU: OK, thank you. Welcome back, and I'm pleased to introduce the dynamic duo of Dan Berner and Jason Downing. Dan is a Deloitte partner out of the Dallas, Texas audit practice. Deloitte's been serving large audit clients for the past 22 years, and has significant experience with SEC matters, including initial and follow-on registration statements, acquisitions, divestitures, and period filings. And our other colleague, Jason Downing, ...

Advanced Compliance and Ethics Workshop 2012

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From the program: Advanced Compliance and Ethics Workshop 2012

Released on: Dec. 13, 2012

Never in the history of criminal or corporate law has the existence of an effective compliance and ethics program been more valuable to an organization. The enormity of recent criminal fines, the aggressive enforcement of criminal laws against organizations, the extent to which criminal authorities around the world are working together, the risks of civil liability, and the startling speed of communication and the attendant transparency of corporate ...

Advanced Exits - M&A, IPO, Secondary Sales

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Recorded on: Dec. 5, 2012

SPEAKER 1: I don't even know what we're [INAUDIBLE]. SPEAKER 2: I don't either, I don't know what it is either. It's just [INAUDIBLE] CURTIS L. MO: OK, we're in the home stretch. So I mean, exits are obviously a huge topic, and we can go on forever. And we kind of will, because this is the last two hours of the day. But I promise you it'll be packed with content, and you'll get a very good look into the big issues today. And there are more exits ...

Advanced Venture Capital 2012

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From the program: Advanced Venture Capital 2012

Released on: Dec. 18, 2012

Understanding current market practice, deal terms and conditions, transaction documents and applicable securities, tax and ethical issues is critical in the venture capital business. Lecture Topics  [Total time 06:57:25] Segments with an asterisk (*) are available only with the purchase of the entire program. Introduction and Market Update [01:00:30] Kathleen Borie, Jay A. Hershey, Katie G. Taormino, Jack Wills Key Investment ...

Advanced Patent Licensing 2012: Current Developments and Best Practices -- Analysis of a Patent License Agreement

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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 ...

Advanced Swaps & Other Derivatives 2012

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From the program: Advanced Swaps & Other Derivatives 2012

Released on: Oct. 31, 2012

The Dodd-Frank Act establishes a novel, comprehensive framework for the regulation of over-the-counter (OTC) derivatives and the market participants who transact in these products. The far-reaching effect of the Dodd-Frank Act upon the OTC markets is only now becoming clear. The new regulatory regime touches the activities of all participants in the swaps markets, from end users to major swap participants to swap dealers. The new regulations will ...

Advising the Board of Directors

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Recorded on: Jan. 17, 2012

SPEAKER 1: Good afternoon. Let's see if they get to start it. Good. OK. Welcome back from lunch. I would like to introduce our next speaker, who's going to cover the advising the board of directors panel. Marilyn Sonnie is a partner with Jones Day. She's a corporate and transactional lawyer with extensive experience in public company mergers and corporate governance. And we're happy to have her here this afternoon to cover this issue. Marilyn? MARILYN ...

Advising the Financial Sponsor

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Recorded on: Feb. 29, 2012

MELISSA SAWYER: OK, we're going to go ahead and get started with the second half of the day's programming. Our next panel is going to be speaking about advising the financial advisor. And I'd like to introduce our panelists quickly. To Nancy's right is Susan Zachman. Susan is a corporate partner in the New York office of Kirkland & Ellis. And she works, as many of our other panelists, on a wide variety of transactions ranging from IPOs, a prepackaged ...

Advising the Special Committee

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Recorded on: Feb. 29, 2012

NANCY: We're going to start. So our next panel is entitled Advising the Special Committee. Let me introduce Rick Climan. He is a partner in the M&A group at Dewey LeBoeuf. In 2011, Rick, I didn't know this, you were recognized by Who's Who Legal as among the 10 most highly regarded M&A lawyers in the world. RICHARD E. CLIMAN: I didn't know that either. MICHAEL J. AIELLO: Not the galaxy? NANCY: Next, that's next. So Rick, I'll turn it over ...

A Look at Financial Statements

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Recorded on: Oct. 16, 2012

JAMES J. AGAR: Welcome back everyone. Just a quick housekeeping note-- the lecture that we're about to start is going to go an hour and 3/4. Breaking for lunch at 12:15, and then we will reconvene at 1:30. I hope that you all enjoyed the first panel with Brad and Mark as much as I did. No matter how long I've been in this business, when I get to attend a great presentation such as theirs, I always learn something new. I'm confident that the learning ...

Pocket MBA Fall 2012

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From the program: Pocket MBA Fall 2012

Released on: Oct. 26, 2012

An understanding of key accounting, financial and economic concepts, principles and terminology will contribute to your ability to interact with and advise your clients with their critical issues. The ability to identify and appropriately use financial and accounting information is relevant to a wide range of legal and regulatory matters for both external and in-house attorneys. Litigators and transactional attorneys alike will benefit from this practical ...

A Look at the Current State of Financial Institution M&A and Restructuring

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Recorded on: Mar. 12, 2012

LAWRENCE S. MAKOW: Good afternoon. It always seems like we run out of time at the end for questions. So I decided I would see if there any questions for this panel first. All right, that was pretty lame. I wanted to basically just say a few short words. This panel is a look at the current state of financial institution M&A and restructuring. We'll have to use a microscope to see it. But no, I think there's a lot of interesting things going on, ...

Analysis of a Patent License Agreement

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Recorded on: Oct. 23, 2012

MARK S. HOLMES: Thank you, John, and welcome back. To me this is the most enjoyable parts of the whole program. And I want to thank our panelists we're going to introduce now for appearing. On my far left is Winston Henderson. He's a vice president and general counsel at NanoTerra, a Boston-based nanotechnology company with life science and non-life science divisions. Before that, he was at Surface Logix, which is a biopharmaceutical and drug development ...

Annual Reporting Practices and Shareholder Meeting

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Recorded on: Dec. 6, 2012

MARY J. MULLANY: OK, we're going to get started again. One thing I wanted to highlight because I thought I saw folks looking for their copy of the slides from compensation advisory partners and the hard copy, which there was a little bit of a miscommunication between our panelists, so it's not in hard copy. PLI says you can download it from your PLI's site once you get back and print it out, so it is available to all attendees. There are instructions ...

An Overview of the IPO Registration Process

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Recorded on: Mar. 7, 2012

LAUREN ESPOSITO: Program attorney with the Practicing Law Institute. It's my pleasure to welcome you to how to prepare an initial public offering 2012. A welcome to our webcast attendees as well. Before we begin today's program, I'm excited to announce that PLI has installed iPad tablets at each attendee seat in the conference room. This electronic tablet has been designed to supplement and enhance our programs. You'll be able to access various program ...

Anti-Corruption Compliance Programs - Legal Expectations and Good Practices 2012 (Audio-only)

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Recorded on: Feb. 8, 2012

AMY TAUB: Thank you. Greetings. My name is Amy Taub, and I am a program attorney with PLI. I would like to welcome you to today's briefing, Anti-Corruption Compliance Programs-- Legal Expectations and Good Practices. Before we begin, I have some administrative announcements. This briefing will be one hour in length. Please feel free to send questions at any time during the briefing. Please remember that you have access to materials for this briefing ...

Anti-Money Laundering Program: New Challenges for Nonbank Mortgage Lenders and Originators 2012 (Audio-only)

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Recorded on: Apr. 4, 2012

AMY TAUB: Greetings, my name is Amy Taub and I'm a program attorney with PLI. I would like to welcome you to today's briefing, Anti-Money Laundering Program, New Challenges for Non-bank Mortgage Lenders and Originators. Before I begin, I have some administrative announcements. This briefing will be one hour in length. Please feel free to send questions at any time during the briefing. Please remember that you have access to materials for this briefing ...

Anti-Money Laundering Rules for Investment Advisors 2012 - Be Prepared! (Audio-only)

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Recorded on: Feb. 22, 2012

in. AMY TAUB: Greetings. My name is Amy Taub. And I am a Program Attorney with PLI. I would like to welcome you to today's briefing, "Anti-Money Laundering Rules for Investment Advisers, Be Prepared." Before we begin, I have some administrative announcements. This briefing will be one hour in length. Please feel free to send questions at any time during the briefing. Please remember that you have access to materials for this briefing via the course ...

Antitrust Enforcement in the Health Care Industry: Current FTC and DOJ Activities (Audio-only)

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Released on: Jun. 27, 2012

Taken from the briefing Antitrust Enforcement in the Health Care Industry: Current FTC and DOJ Activities recorded June 2012. With health care costs seemingly spiraling out of control, federal antitrust regulators have turned a watchful eye to the health care industry.  The FTC and DOJ have made it clear that they will aggressively challenge both new transactions and established practices they believe threaten competition.  The last ...

Hot Topics in Mergers & Acquisitions 2012

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From the program: Hot Topics in Mergers & Acquisitions 2012

Released on: Sep. 20, 2012

After a rather tepid start to the year, the M&A markets have begun to show signs of renewed life in 2012. The variability in deal activity creates uncertainty and rewards preparedness. Now more than ever, it is critical for dealmakers and their counsel to stay abreast of the latest trends and forecasts. Will the tough markets of the last year give way to greater stability and optimism in the second half of 2012?  How will buyers and sellers ...

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