On-Demand Learning

Corporate & Securities

Transcripts

Recorded on: Jan. 6, 2011

ALYSSA A. GRICKSCHEIT: I was going to say, I'll take advantage of the pause to tell people to be interactive with this section. This is a very long section on acquisition agreements. There is a lot of material, so feel free to ask questions along the way. We don't mind being interrupted. In fact, it makes it more interactive and and the material more tailored to what you're interested in. So I would like very much to welcome Gavin Solotar. He's a ...

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: Apr. 14, 2010

PRESENTER 1: OK, we are ready to start our afternoon program. Marsha just reminded me. I wanted to urge all of you to please fill out your evaluations. Those turn out to be very useful to us. They tell us what materials to emphasize in the program, which ones to delete, what panelists to throw off the panel. They tell us lots of good things so please go ahead and fill them in. And now, Marsha's going to talk to us about acquisition finance. MARSHA ...

Recorded on: Feb. 22, 2011

TOM ROSCH: OK, I'd appreciate it if everybody who's in the hallway would come on back in and once again, welcome to our internet audience. And we have another super star with us this afternoon to discuss mergers and acquisitions with us. His name is Scott Sher and he's a partner in the Washington, DC office of Wilson and Sonsini. I personally dealt with him in connection in the Google double click matter a little bit earlier. Or actually, it was I ...

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: 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: Dec. 7, 2011

CURTIS MO: OK, welcome back from the break. At our next panel we're going to talk about advanced exit topics, and then we'll follow with the whole regulatory panel that we laid out in the beginning. So right now, we had a return to the IPO market. We've got a surge in M&A activity, especially in the tech sector. And we've lined up two real pros to kind of talk about those areas. Peter Astiz is my partner, who's a global co-head of the technology ...

Recorded on: Oct. 13, 2011

SPEAKER 1: I'm going to get started with our next panel on advising the board. And I want to introduce Mark Roellig, who is the executive vice president and general counsel of MassMutual Financial Group. Prior to joining MassMutual, Mark served as the general counsel and secretary for Fisher Scientific International and for Storage Tech. Mark, I will let you introduce your co-panelists. MARK D. ROELLIG: Sure, thank you very much. Sitting to my immediate ...

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: Jan. 27, 2011

CORINNE BALL: One may wonder why it is that someone that does a lot of distressed M&A is so focused on boards and fiduciary duties. And I must say that's something that Rich and I debated for a number of years. But rest assured that where all your advice gets tested, our cases are the margin, and they certainly get tested in bankruptcy course where there's-- So we are constantly concerned with this. And that's one of the reasons I want to talk ...

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 ...

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 ...

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 ...

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: 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, ...

Recorded on: Jun. 22, 2010

LORI BOSTROM: We're going to go right into the next panel. And so I'm going to invite Cliff back up and introduce our speakers. So now you're all experts in mutual fund regulation and operation, and so to help you put together all your knowledge going forward, we've invited two of the best investment management legal intellect to pull out crystal balls and talk about what's going to happen in the future with the investment management industry, as ...

Recorded on: Feb. 5, 2010

SPEAKER: Welcome back folks. We're about to start our hedge fund panel. I think for institutional investors, hedge funds might be the most challenging asset class for number of reasons. First of all, for many institutional investors, it is not an asset class that they are at all used to investing in. Or investment vehicle that they're all used to investing in. If you think about private equity, many institutional investors have been investing in ...

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: Jun. 30, 2010

LEONARD T. NUARA: OK, folks. Welcome back. For those of you that are coming back. For those that are at home, put the phone down, put the paper down. Time to pay attention again. We're going to talk about contracting for cloud computing services. I'm going to moderate a discussion with Todd Machtmes and Mark Radcliffe. We have some slides. There were some slides that were posted last night so you should be able to find the slides. Those here in the ...

Recorded on: Apr. 5, 2010

OK, and with that we'll start our first panel, which is anatomy of a venture capital deal. I think that Sarah and Ellen-- now this is the third time you guys have done this? ELLEN: We're still training for the more advanced topics one on the West Coast. So maybe next year we'll get chosen for that one. DROR FUTTER: Once they finally get it right we will move them up. But they're definitely a great way to start the morning. Ellen is a corporate ...

Recorded on: Dec. 19, 2011

MARC FOLLADORI: Everyone, let's get started if we can. There are handouts for this next session out on the table. And we're going to be talking about annual reporting practices. Laura Richman on your far left is going to be leading the discussion. Laura is a partner of mine, and is one of the deans of our securities practice. She's a tremendous resource, speaks a lot, writes a lot, and just superb know-how. So Laura will lead us here with this part ...

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: 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 ...