On-Demand Learning

Corporate & Securities

This Year

Recorded on: Jan. 14, 2013

ROBERT S. RISOLEO: Hello everyone. Welcome back from lunch. We're entering the home stretch. This afternoon, the next two hours-- well, with a break in-between-- we will spend talking about derivatives. There have been, as you've heard some information about, you'll hear a lot more. There have been a lot of changes to the regulation of derivatives in the past year. And our panel will ably discuss those issues, and some others, as well. Rebecca Simmons ...

From the program: Understanding Financial Products 2013

Released on: Jan. 22, 2013

The explosion of new financial products over the past decade, the implosion of the credit markets and the resulting significant new regulatory requirements underline the importance of a basic understanding of financial products. While these instruments have been, in the view of many, invaluable investment tools, and have presented enormous potential for product manufacturers and investors, they also create potentially significant legal risks and challenges ...

Recorded on: Feb. 25, 2013

PAUL CHAN: So for our second panel we're going to do a deep dive into the design of the spin-off transaction, in light of the very subjectives that people have, that you just heard about. And the related securities law, accounting, and tax considerations that people to take into account. So for this panel I'm pleased to introduce Nicole Pinder, Eric Schiele, and Eiko Stange. I hope I got that right, Eiko? T. EIKO STANGE: Yeah. PAUL CHAN: Thank ...

From the program: Spin-offs 2013

Released on: Mar. 7, 2013

Business separation transactions represented over 40% of all M&A transactions in 2011.  An increasing proportion of them have taken the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale.  But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them?  This program will provide an in-depth perspective on the factors ...

Recorded on: Feb. 7, 2013

CECIL D. QUILLEN III: Great. Thanks, everybody. I think people are still reassembling. But while they come back in, I wanted to kick off the next panel. We're going to talk about the-- if I do that right-- I seem to have done that right. Anyway, what we would like to do is to try to give a brief overview of both market trends, market prospects, some of the more interesting aspects that surround the thinking of some of the business and execution professionals ...

From the program: Institute on Securities Regulation in Europe (Twelfth Annual): Overcoming Deal-Making Challenges in the Current Markets

Released on: Feb. 15, 2013

We are proud to present Practising Law Institute’s Twelfth Annual Institute on Securities Regulation in Europe: Overcoming Deal-Making Challenges in the Current Markets, the most comprehensive securities programme available in Europe. Once again, the Institute will feature leading practitioners active in U.S. and European corporate law, as well as government regulators, investment bankers and in-house counsel. This year’s programme ...

Recorded on: Feb. 7, 2013

RICHARD C. MORRISSEY: Hi. Well, certainly live from New York. In any event, we're nearing the end of your two day ordeal. So there's the M&A panel. And then immediately following a [INAUDIBLE] break will be ethics, which everyone has to stay for for all the obvious reasons. Many of you have see this show before. The cast and characters changes a little bit. But we'll be using a hypothetical that's based on facts. But many of the facts have been ...

Recorded on: Jan. 29, 2013

ELIZA W. SWANN: Good to see you all. And I apologize for going last, I guess. I know it's late on a Friday afternoon and it's probably been a long day already. My topic is disclosure matters and other SEC considerations. As you have already guessed, it's a very broad topic and a little bit unwieldy. I think to sort of manage it, what I'm going to do this year is to try to focus a little bit more on current trends and issues, things that have been ...

Recorded on: Feb. 26, 2013

Taken from the briefing Doing Business in Russia recorded February, 2013. As one of the world’s most important and growing economies, Russia continues to be a significant destination for global investment. Russia is a country rich in natural resources that has a highly-skilled and well-educated work force. Over the past decade, the Russian economy has demonstrated growth at rates exceeding most developed countries, doubling disposable ...

From the program: Doing Deals 2013: The Art of M&A Transactional Practice

Released on: Mar. 27, 2013

The M&A market has been experiencing a period of great expectations, with economic anxiety creating uncertainty about the future.  Increased volumes of tender offers, hostile deals, activist campaigns, as well as spin-offs, has been an important trend, while the use of innovative structuring mechanisms, such as contingent value rights, has been another.  M&A participants continue to raise questions about what “the market” ...

Recorded on: Mar. 25, 2013

LIZABETHANN R EISEN: Hey, we're returning from our break. And this will be our last panel before lunch. Just before we get started, I want to introduce two new panelists who've joined us. We have Sarah Beshar, who is a partner in Davis Polk's corporate department. Ms. Beshar represents clients in US and global capital markets transactions and advises on general securities and corporate governance issues. She regularly works for issuers and underwriters ...

From the program: Securities Offerings 2013: A Public Offering: How It Is Done

Released on: Mar. 29, 2013

This course tracks a public offering from the initial kickoff meeting to the closing dinner.  The session has a practical focus on translating the law of securities offerings into the actual mechanics of starting and completing a public offering.  The “how to do it” approach includes the preparation of registration statements, the SEC review and comment process, stock exchange listing and pricing mechanics.  The course will ...

Recorded on: Jan. 30, 2013

Taken from the briefing Empty Voting and the TELUS Experience recorded January, 2013. Empty voting has enormous corporate governance implications.  We rely on the fact that shareholders will vote rationally, in their own economic interest in the issuer.  If the shares are voted at a shareholder meeting by persons who do not have commensurate economic exposure to the company (in other words, if the shares and the economic interest ...

Recorded on: Feb. 11, 2013

AMY TAUB: Hello, my name is Amy Taub, and I am a program attorney with PLI. I would like to welcome you to today's briefing, "Empty Voting and the TELUS Experience." Before we begin, I have some administrative announcements. Thie 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 handbook tab in the program ...

From the program: Enforcement 2013: Perspectives from Government Agencies

Released on: May. 10, 2013

We continue to see unprecedented changes in our economic, business and regulatory regimes in general, and in enforcement efforts in particular. This unique program brings together panels of senior staff from the various enforcement and regulatory agencies, including the U.S. Commodity Futures Trading Commission, FINRA, U.S. Securities and Exchange Commission, U.S. Attorney’s Office, U.S. Department of the Treasury, U.S. Department of Justice, Federal ...

Recorded on: Jan. 3, 2013

ALYSSA A. GRIKSCHEIT: Great. Welcome back. Thank you. It's now my pleasure to introduce Eric Alan Stone. He's a litigator. He's a partner at Paul Weiss. And he will talk to us about when deals go bad. ERIC ALAN STONE: Hi, folks. Nice to meet you all. So let me start by asking for a brief show of hands. How many of you are litigators? Oh my god, I'm alone. We're nine short of litigator minion. OK. All right. So giving the litigators lecture speech ...

Recorded on: Mar. 18, 2013

CHRISTINE GOULD HAMM: Thank you, Ed. OK. Good morning. We're going to start off nice and easy. I know it's Monday morning at the time change just happened, so it feels much earlier than it is, even. So we'll start off nice and easy and we'll probably get to some more challenging and interesting topics as we move along. So Equipment Financing-- in your course handbook if you're following along there, the materials are at page 127, the presentation ...

Recorded on: Mar. 5, 2013

Taken from the briefing ERISA Controlled Group Liability for Private Equity Funds: Fully Covered or Over Exposed? recorded February, 2013. The presentation will focus on the court and administrative decisions addressing whether ERISA's controlled group liability provisions expose investment fund assets (including minority investments) to the pension plan liabilities of distressed portfolio companies. Lecture Topics [Total Time: ...

From the program: ERISA Fiduciary Investment Basics 2013

Released on: Feb. 20, 2013

This course provides an introduction to the basics of ERISA fiduciary law using a case-study vehicle, and is intended for lawyers seeking to solidify their understanding of the regulatory framework, to ensure that they have a full picture of the important issues to be addressed and to develop their analytical abilities.  In this year’s program, you will learn about the principal issues in ERISA’s regulation of plan investments ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: James Walker, who is at Richards, Kibbe and Orbe, practices in internal investigations and complex commercial litigation, but also specializes in ethical issues, has been on Bar Association panels for ethics for more than 15 years, and is general counsel to his own firm, dealing with ethical issues for his own firm. And so we have the benefit of hearing his perspective on some ethical issues that come up in the M&A context. ...

Recorded on: Mar. 15, 2013

PAUL ROYE: OK, we've saved the best for last. We have our ethics discussion with Michael Sackheim. Michael is a partner with Sidley and Austin here in New York. Michael's specialty is an area that is becoming increasingly important to our industry, where he concentrates on exchange trading and over-the-counter derivatives-- regulatory, transactional, and enforcement matters in that area. He's been spending a lot of time, I think, recently on advising ...

Recorded on: Apr. 1, 2013

JANET L. SIEGEL: And now it's my pleasure to turn the program over to our two presenters today. Howard Schneider became a senior consultant at Charles River Associates in February of 2013. This is a worldwide business and litigation support consulting firm where he provides business consulting and expert witness services. From 2010 to January of 2013, Howard provided similar services as managing director of Navigant Consulting. And please note that ...

From the program: Ethics for Transactional Lawyers 2013

Released on: Apr. 1, 2013

Lecture Topics  [Total time 01:57:12] Segments with an asterisk (*) are available only with the purchase of the entire program. Ethics for Transactional Lawyers 2013 [01:57:12] Howard Schneider, Michael S. Sackheim The purchase price of this Web Program includes the following articles from the Course Handbook available online: New York Rules of Professional Conduct Ethics Opinions Ronald C. Minkoff, Nicole ...

Recorded on: Mar. 18, 2013

EDWIN SMITH: So at this point, we're going to go into ethics in asset based lending that some of you may say is an oxymoron. But we're going to try to deal with some ethical problems. And Christine Gould Hamm and myself are going to try to walk through these. Other panelists are encouraged to speak up, as is the audience. JUNE BASDEN: I made it so I would not be in the middle of the discussion. EDWIN SMITH: And I hope we get more from our people ...

Released on: Apr. 2, 2013

Taken from the briefing Europe for Sale? European M&A Opportunities and Challenges in 2013 recorded March, 2013. Against a backdrop of economic and political uncertainty, the European capital markets are undoubtedly in turmoil. Valuations of many European companies have slipped and several companies are seeking to divest non-core businesses and operations to improve their balance sheets. In addition, some European companies are nearing the ...