On-Demand Learning

Corporate & Securities

Past 12 Months

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 ...

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: 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. 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: 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. ...

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 ...

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: 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: 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 ...

Recorded on: Jul. 2, 2012

Taken from the briefing A Capital Idea? Proposed Changes to the U.S. Regulatory Capital Frameworkrecorded June, 2012. On June 12, 2012, the Federal banking agencies formally proposed for comment, in three separate but related proposals, significant changes to the U.S. regulatory capital framework: the Basel III Proposal, which applies the Basel III capital framework to almost all U.S. banking organizations; the Standardized Approach Proposal, ...

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 ...

From the program: The SEC Speaks in 2013

Released on: Mar. 9, 2013

Over the past year, the Commission has been engaged in a broad range of rulemaking projects and other initiatives to implement the newly-enacted Jumpstart Our Business Startups Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The Commission has been working to implement the provisions of the JOBS Act, including with regard to the use of general solicitation and general advertising in certain private offerings, new exemptions ...

From the program: Acquiring or Selling the Privately Held Company 2012

Released on: Jun. 22, 2012

Our experienced faculty 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, and about the techniques and strategies ...

Recorded on: Jan. 3, 2013

ALYSSA GRIKSCHEIT: OK. We are moving on to acquisition agreements. You'll notice this is the longest segment of the day. We have a networking break in the middle of it. It is worth devoting this amount of time to the topic, though. These types of agreements are very complex, and I think if you can negotiate these, you can negotiate almost anything. It gives me great pleasure to introduce Sarkis Jebejian. He's a corporate partner of Kirkland & ...

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 ...

Recorded on: May. 14, 2012

Taken from the Web Program Antitrust Institute 2012: Developments & Hot Topics Recorded May, 2012 in New York Acquisitions and Mergers [01:05:58] Section 7 of the Clayton Act Revised Horizontal Merger Guidelines Critical H-S-R reporting updates What are the latest enforcement activities at federal and state levels? Recent decisions involving unilateral and coordinated competitive effects Investigations of non-reportable ...

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, ...

From the program: Pocket MBA Summer 2012

Released on: Jun. 19, 2012

An understanding of key financial, accounting 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 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 ...

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 ...

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 ...

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

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 ...