On-Demand Learning

Corporate & Securities

Transcripts

Recorded on: Apr. 30, 2013

CLIFFORD E. KIRSCH: Alrighty, welcome back. We're going to start. I know others will be joining us as we begin chatting. And welcome back to the folks on the web as well. Thanks for joining us. On this panel, we're going to go for an hour, looking at how a mutual fund markets itself and sells fund shares. And I'm delighted to be able to welcome two folks who are new to this program but not new at all to investment management regulation. To my far ...

Recorded on: Apr. 30, 2013

LAURIN BLUMENTHAL KLEIMAN: Welcome back. This next panel is always a real crowd-pleaser. Fund litigation-- we just got finished talking about the regulatory oversight and what the SEC can do to make a fund's life challenging. Now we're going to talk about the adventures that funds have gone through in the courts. My two panelists have been with this program for several years, and it's always really interesting to hear what they have to say. To my ...

Recorded on: Apr. 30, 2013

LAURIN BLUMENTHAL KLEIMAN: --our last panel of the day, and here's the point in the program where we talk not only about the more traditional registered investment companies, but also new and different and alternative ways of pulling assets and selling securities publicly, like exchange traded funds and other things like that. I see Ed and I see Bob, and there's Jim. How are you? EDWARD BAER: Good to see you. The right hand of power. LAURIN BLUMENTHAL ...

Recorded on: Apr. 30, 2013

CLIFFORD E. KIRSCH: I'd like to get started again. And in this next panel, we begin taking a dive into the regulation of investment companies, as it exists today and, again, taking a pretty in-depth look into the Investment Company Act. And in this panel, Fund Anatomy, we take an inside look at the mutual fund. And what we're going to look at is the mutual fund regulations, with respect to the board of directors, portfolio management, and also how ...

Recorded on: Apr. 30, 2013

ANDREW J DONOHUE: Before I start my prepared remarks, just an observation. Many of the folks that are going to be talking to you today about investment company matters are the people I call when I don't know the answer. So fabulous faculty I think that you've together here, and it looks like a really good program. I wish I could stay for it all. I asked Lauren to stay up here, because I actually like her to interrupt me as I speak. If there's issues ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: -unannounced offerings. So as we were discussing earlier this morning, there are lots of complex issues in terms of making certain that companies don't have to make premature disclosures when they're attempting to conduct an offering that they want to remain unannounced. And so to help walk through all of those issues, we have Andrew Fabens. And Andrew's a partner at Gibson-Dunn in the New York office, where he's the co-chair of the ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: OK, we're going to continue with the last two sessions of the day. So on our next panel, we're going to be talking about Rule 144A offerings, the most liquid of the various offering formats that we've been talking about. And so to go through 144A, we have Stuart Fishman. And Stuart's a managing director and associate general counsel at JPMorgan Chase, where he is involved in public, private, and 144A offerings of debt securities, ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: All right. Welcome back for this afternoon's sessions. This afternoon, we're going to move into a discussion of various private and hybrid offering formats, and discuss some of the practical considerations that issuers, underwriters, placement agents have to consider when they're choosing among these transaction formats. And so, for our first panel of the afternoon, we're going to be discussing PIPE transactions, registered direct offerings, ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: All right. So we're back, and as promised for the next two sessions, really focus on trying to monetize the value of securities sold in private placements that are restricted securities. And with us now to talk about resales of restricted securities we have Adele Hogan. And Adele is a securities lawyer, focusing on both private and public offerings of equity and debt. And Adele is a frequent PLI speaker. Brian Korn is also with us, ...

Recorded on: Apr. 22, 2013

SPEAKER 1: So our last session for today is an overview of regulatory and enforcement activities in the context of private transactions, PIPEs, hybrids, et cetera. And with us today, we have Jim Rothwell, a partner in Davis Polk's corporate department, and Jim advises dealers, issuers and funds on structured equity derivatives transactions. And Alex Cohen, a partner in the DC office of Lathan & Watkins, and a former SEC official in the office ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: So for this panel, we have Dave Lynn, my partner at Morrison and Foerster and the co-head of our public company's practice. Dave is the former chief counsel of the SEC's Division of Corporation Finance. Marty Dunn-- joining us again, a partner in O'Melveny's corporate practice in the DC office, and prior to joining O'Melveny, a deputy director at the SEC. And Annemarie Tierney-- who is general counsel for SecondMarket Holdings, the ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: So joining us for the integration discussion today are Cathy Dixon. And Cathy's a partner in Weil Gotshal's Washington DC office in the securities area. And before joining Weil, Cathy was the chief counsel of the Division of Corporation Finance at the SEC. And also joining us is Stan Keller, a partner at Edwards Wildman Palmer in Boston. And Stan, of course, has extensive experience in securities offerings and has been very actively ...

Recorded on: Apr. 16, 2013

AMY TAUB: Thank you. Hello, my name is Amy Taub, and I'm a program attorney with PLI. I would like to welcome you to today's briefing, International Banking, Part Four, Foreign Banks Issuing Covered Bonds into the US. 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 ...

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: Apr. 11, 2013

DEANNA L. KIRKPATRICK: Well, I think we'll get started again and try and stay on schedule. So I think in our next segment, Laird is going to talk about comfort letters, which as you heard-- or I'm sorry, financial statement requirements, which we didn't cover in the initial registration process part. LAIRD H. SIMONS III: So for a good probably 45 minutes or so, we're going to delve into the accounting piece of the registration statement. Some years ...

Recorded on: Apr. 11, 2013

DEANNA KIRKPATRICK: Welcome back everybody. We're now at our final segment of the day. And I'm happy to have my partner, Maurice Blanco with me. He's a partner in our Latin American group and essentially splits his time between our Brazil office and our New York office. Maurice is going to be talking about special considerations affecting foreign private issuers. MAURICE BLANCO: Thanks Deanna. So as Deanna mentioned, much of what I do on a day-to-day ...

Recorded on: Apr. 11, 2013

DEANNA L. KIRKPATRICK: I guess we'll move on to our next presentation of the day. Unfortunately, Eric Wooley had a conflict, so wasn't able to join us today. But we're lucky enough to have Adam Rosenbluth, his colleague from Citi, join us in his stead. So I'll ask Adam to come up and talk about IPOs from the underwriter's perspective. Thank you so much. Bye, thank you. SPEAKER 1: To present [INAUDIBLE] sitting down, whatever you prefer. You can ...

Recorded on: Apr. 11, 2013

JOHN J. CLARKE, JR.: Thanks, Deanna. I'm John Clarke. Jonathan Clark is a much more distinguished former colleague of ours. And I'm going to go quickly through sort of the basics about the potential liabilities that you could face in an IPO because it's nice to have that grounding as you do your work in getting an IPO ready, since, really, the preparation of a registration, statement, and prospectus serves the important function of describing a company. ...

Recorded on: Apr. 4, 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, International Banking, Part Three-- SEC Registration for Foreign Banks. 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 Handbook ...

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 ...

Recorded on: Mar. 28, 2013

AMY TAUB: Thank you. Hello, my name is Amy Taub, and I am a program attorney with PLI. I would like to welcome you to today's briefing, "SEC Focus on Asset Valuation-- What Fund Managers Should Know." 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 ...

Recorded on: Mar. 26, 2013

AMY TAUB: Thank you. Hello. My name is Amy Taub, and I'm a program attorney with PLI. I would like to welcome you to today's briefing, Navigating the Requirements for Derivatives Trading, Title VII of Dodd-Frank. 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 ...

Recorded on: Mar. 25, 2013

SPEAKER 1: Thanks, everybody. LIZABETHANN EISEN: So now it is or our last panel of the day. And this is the hot topics panel. We're going to talk about a number of things. Joining me on the panel are Rob Evans, Will Fogg, and Joe Kaufman, who you've met at various points throughout the day. And we are going to cover comp committee issues, some new cyber security issues, SEC conflict minerals rules, which, for the first time this year, will be applicable, ...

Recorded on: Mar. 25, 2013

LIZABETHANN R. EISEN: I think we'll go ahead and get started. As a reminder, my name is Liz Ann Eisen. To my right is Joe Kaufman, from Simpson Thatcher. And to his right is Debbie O'Connell, a new panelist. Debbie joins us from PricewaterhouseCoopers, where she is a partner in the SEC services group within PwC's National Professional Services Group. Debbie stands out as a seasoned expert in the technology industry that people rely on for insight ...

Recorded on: Mar. 25, 2013

LAUREN: Permitted. It is now my pleasure to introduce you to the chair of today's program, LizAnn Eizen. LizAnn a partner in Cravath corporate department. Her practice focuses on domestic and international corporate finance transactions, corporate governance, and reporting matters, and restructurings. Ladies and gentlemen, LizAnn Eisen. LIZABETHANN R. EISEN: Thanks, Lauren. Thanks to everybody for coming today. I'm going to introduce my co panelists ...