On-Demand Learning

Corporate & Securities

Past 12 Months

Transcripts

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 ...

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 ...

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 ...

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. ...

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: 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. 9, 2013

J. THOMAS ROSCH: Yvonne comes to us from Sullivan & Cromwell, as you heard this morning. She has a broad portfolio in this arena, as well. She's a member of the Executive Committee of the Antitrust Section of the New York State Bar, and she has served as Chair of the Antitrust and Trade Regulation Committee of the New York City Bar. And she's been, again, a leading antitrust practitioner in a number of guides to the legal profession, which are ...

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, ...

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 ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: We're going to get started. Our next speaker is Marilyn Sonnie. She's going to be speaking on the subject of advising the board of directors. Marilyn is a seasoned M&A practitioner at Jones Day. She's in their M&A and corporate governance groups. And she's been with us a number of times before. So we're happen to have her back. Marilyn. MARILYN W. SONNIE: Thanks. Every M&A lawyer has to know about fiduciary duties. ...

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 ...

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 ...

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 ...

Recorded on: Apr. 11, 2013

LAUREN E. NOCHTA: It is now my pleasure to introduce each of the chairs of today's program, Laird Simons and Deanna Kirkpatrick. Laird is a partner at Fenwick and West where he is a member of the securities group. He concentrates his practice in initial public offerings for both domestic and foreign corporations, follow on offerings for already public companies, and ongoing securities advice and counseling for public companies. Deanna is a partner ...

Recorded on: Feb. 6, 2013

AMY TAUB: Hello. My name is Amy Taub and I'm a program attorney with PLI. I would like to welcome you to today's briefing, "Art of the Deal, Web 2.0 Issues in Technology Acquisitions." 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 via the course handbook ...

Recorded on: Jun. 4, 2012

REBECCA WALKER: We're nearing the finish line for the day. Last two topics of the day. This one's a really tough one. This is an area where we as ethics and compliance professionals continue to struggle. We've talked about this a little throughout the day to day, and that is how do we measure the effectiveness of what we're doing. How do we test our programs to ensure both that they are running appropriately and that legal violations are not occurring? ...

Recorded on: Sep. 13, 2012

MICHAEL R. YOUNG: OK, everyone. Can hear me? We're going to get started again. And the good news is that your long wait is over. I know that you have been all sitting here patiently for everyone's favorite panels. And that is the panel on Audit Committees. And then the panels on Enforcement. And your patience is now to be rewarded. We're going to do first the audit committees. And then at four o'clock we're going to do enforcement. And with audit ...

Recorded on: Jun. 11, 2012

CLIFFORD E. KIRSCH: And we are ready to begin the first panel discussion. And what we plan to do in this next hour is to give you a historical perspective on the mutual fund industry and mutual fund regulation, and really look at how we got to where we are today. And to lead our discussion, I'm very pleased to introduce Mary Joan Hoene and George Martinez. Mary Joan is counsel at Carter, Ledyard, & Milburn in New York. And George is Executive ...

Recorded on: Mar. 18, 2013

EDWIN SMITH: It's very important that you do the evaluations. We look at those every year to try to determine who to keep on the panel and who to throw off. I'd now like to introduce, as my colleague on this session, June Basden, from Carruthers & Roth in Greensboro. JUNE BASDEN: And that's Greensboro, North Carolina. EDWIN SMITH: There we go. Right. And so we're here to talk about bankruptcy related issues for asset-based lenders. We're going ...

Recorded on: Mar. 19, 2013

GRACE E. O'HANLON: It's my pleasure to introduce you to the chair of today's program, Vincent Martorana. Vinny is counsel in the corporate and securities group with Reed Smith's New York office. His practice includes the representation of clients in domestic and cross border mergers, stock an asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructuring, private equity investments, and security ...

Recorded on: Sep. 10, 2012

MICHAEL TREISMAN: But if you don't satisfy that exemption, you still have to register as a registered investment company. 7(d) is really what applies to just offshore entities, not onshore entities. On the Investment Advisers Act side, as Dan mentioned, obviously, there has been heightened requirements for purposes of managers needing to register. And generally speaking, if you have more than $100 million in assets under management with some clients ...

Recorded on: May. 6, 2013

RICHARD W. GRIME: OK everybody. This is the last session. And, hopefully, it's one where we can keep you engaged, because we have to keep you engaged, because it's a polling session. So in front of you are iPads. And I'm in control of the button here, which means that, in part, it may not work. But we'll hope that it does because the whole idea is that we're going to mind the benefit of these people on the panel here, which I'll introduce in a moment. We're ...

Recorded on: Jun. 4, 2012

REBECCA WALKER: So we're going to start now with the next session. This afternoon we're going to cover program structure and board oversight, auditing and assessment of the program, and then do a recent developments, hot topics, and a section on reporting procedures. So a lot to cover, but as I said, we have one hour, and then we're going to have a short break, and then we'll go to the last two panels of the day. Program structure, reporting procedures, ...