On-Demand Learning

Corporate & Securities

Transcripts

Recorded on: Aug. 27, 2013

JANET SIEGEL: And now it's my pleasure to introduce to you the chair of this afternoon's program, David Lewis. David Lewis is a partner in the firm of Hinshaw & Culbertson, and he's also the chair of the New York City Bar Association's professional responsibility committee. Mr. Lewis advises individual lawyers and law firms on all aspects of professional ethics and risk management. He serves as go-to outside ethics counsel for a diverse range ...

Recorded on: Aug. 22, 2013

JANET SIEGEL: And now it's my pleasure to introduce to you our program chair for this morning's program. Evan Stewart is a partner at Zuckerman Spaeder, here in New York City. Mr. Stewart was featured by the New York Law Journal in the top trials of 2005, and more recently, Mr. Stewart prevailed against the Securities and Exchange Commission after three-week bench trial in Federal Court in May of 2013. He has substantial experience in the financial ...

Recorded on: Aug. 14, 2013

AMY: It's my pleasure to turn this briefing over to Larry Kagney. Larry, are you there? LAWRENCE K. CAGNEY: Yes, I am, Amy. Sorry. We have a lot to discuss. We have two senior executives here from the PBGC who are going to enlighten us on developments in the PBGC's early warning program, and how they're dealing with a number of issues, particularly leveraged buyout transactions. In the materials, you likely have seen that there is a pension investment ...

Recorded on: Aug. 9, 2013

L. KEVIN SHERIDAN: Hi. Good afternoon. We're going to get started with the second session. We're just wrapping up one question for Jeff. Jeff, thanks. That was a really great review of litigation principles, interpretation principles, and I always learn something when I spend time with you. So thank you for that. And Jeff is so popular at these events we insisted that he stay for the second segment. Again, this is like having the Special Forces guy ...

Recorded on: Aug. 9, 2013

JANET SIEGEL: With that said, it's now my pleasure to introduce to you the chair of this afternoon's program. Kevin Sheridan is a partner and co-chair of the corporate practice group at Bingham McCutchen. He has broad transactional practice that currently focuses on mergers and acquisitions work for corporate clients, strategic transaction work for institutional investors and investment managers in the alternative asset management sector, and the ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: First, we have Shelley Dropkin. She's the Deputy Corporate Secretary and General Counsel, Corporate Governance, and Managing Director at Citigroup. So, obviously, they're prominently involved in proxy issues. So it'll be very interesting to hear the inside counsel's perspective on what's going on there. We also have Linda Rappaport. She is a partner at Shearmam & Sterling. She's also held many, many senior management positions ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: OK. It's 1:30. So we're going to go ahead and get started. We're going to now cover derivatives, structured notes, and other alternatives to traditional offerings. And we're going to spend a few minutes explaining the importance of this to your practice. And it basically is impacting you in ways that you may not even anticipate. And also by being aware of a lot of these issues, you may see people come at your company in a different ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: Well, we're absolutely thrilled to be in the home stretch here, and we have two panels, as I mentioned. The first one is the M&A panel, and I'm just unbelievably thrilled that we have these two panelists here. First to my right is Dennis Block. He's a senior chairman, global corporate M&A practice, at Greenberg Traurig. He's had an illustrious history on the street. He is extremely active, now moved into more the middle market, ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: --with the next group of speakers that could come up, and I'll introduce them as they're coming. We have Andrew Siegel from Perella Weinberg, who is the general counsel there. So his firm has been quite involved in a lot of deals, particularly due to some litigation, where it became apparent that you had to have independent parties in certain M&A contexts, particularly with respect to fiduciary duties and opinions-- fairness opinions. And ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: Good morning. Thanks for coming today. We have an excellent program hopefully geared up for today as well where we'll go through a lot of different kinds of materials to give you an update on understanding securities laws and a lot of basics. I'm going to introduce our first panel, which I'm very excited about. To my immediate right is Frank Marinelli. He's at Simpson Thacher. He's an absolute expert in executive compensation, 13Ds, ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: OK, thanks. OK, we're going to go ahead and get started, because this is the all-important one-hour of ethics, which is often hard to get. But we're going to cover it in a very interesting way with a lot of substance interspersed with ethics. So it's not a typical boring-- hopefully-- reporting up seminar. We're really going to cover a lot of interesting issues, particularly in the labor field. Because there's a lot of new developments ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: So I'd like to introduce my two first co-panelists. To my right is Ken Josselyn. He's General Counsel for Finance and Corporate Legal at Goldman Sachs. He also spent a number of years, a lot of years, at Sullivan Cromwell. So he, again, has the in house experience that's very substantial and significant, as well as the law firm experience. He's also been very active and is a past chairman of SIFMA Capital Markets Committee. He's a ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: The first person who's coming up is Donna Dabney. She's the executive director at The Governance Center at The Conference Board, which is a very big role. She's really ramped that up. It's an important space to watch. She had a huge role for over 15 years at Alcoa, and prior to that, the Reynolds Metal Company, and she has a lot of insight on corporate governance matters. So we're thrilled to have her here today. We also have Dick ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: OK, we're going to go ahead and get started. Thank you for returning. To my immediate right is Adam Fleischer. He's a partner at Cleary Gottlieb. Cleary is one of the most active securities and M&A firms that I certainly see, not to mention the litigation and other practices. But I'm just actually thrilled that's he's here today. He does excellent materials. And their website is very good for publications, particularly with all ...

Recorded on: Jul. 30, 2013

N. ADELE HOGAN: OK. So we're back, and we're going to finish up the day on the liability. And we're going to try to make it a little bit entertaining by going through some hard core rules, which are just good to know, because it gives you ammunition when you go back your businesspeople and try to explain why you're being overly compliant, or requiring certain things. Sometimes it's good to have the background to share with people. And I'm thrilled ...

Recorded on: Jul. 23, 2013

LAWRENCE M. CIRELLI: Thanks, Carla. So our last session of the day, as I mentioned before the break, is Regulatory Trends-- Fraud and Other Issues on the Horizon. We are very pleased to have back, after a little bit of a hiatus, Les Hand. Les taught this class with me. I had a note in my old notes, my outline that I have here, that I wrote lES on the top because he said something in his presentation I wanted to follow up on, and that was probably ...

Recorded on: Jul. 23, 2013

LAWRENCE M. CIRELLI: OK. Good morning, everybody, and welcome back to the second session of the 2013 version of Basics of Accounting for Lawyers. We're going to start this morning, as we mentioned at the end of yesterday's session, with the cash flow statement. First, we're going to talk about insights from the cash flow statement, take a break, and then complete what the cash flow statement tells you. And we're going to end this morning's session ...

Recorded on: Jul. 23, 2013

LARRY CIRELLI: So we're going to move right on to our last topic of the day and our last topic of this class, Current Topics and Professional Ethics for Accountants and Attorneys. And with us is J. Michael Matthews. Mike is sitting down there at the far end because he contracted some form of the plague in the last day. And we're not letting him sit anywhere near us. If you have a question, stay over there, because he's got a really bad cold going ...

Recorded on: Jul. 23, 2013

LARRY CIRELLI: So it's 11:30. Let's get started. We have now covered the financial statements. We covered the balance sheet, first thing yesterday. We then, covered the income statement. We've now covered the statement of cash flows. We've talked a little bit about stockholders equity in the course of those discussions. And now, we're going to finish up financial statements and their analysis with a discussion of notes of the financial statements. ...

Recorded on: Jul. 23, 2013

CURTIS BURR: I've got a smiling gatekeeper in the back. LAWRENCE M. CIRELLI: She keeps the train running on time. CURTIS BURR: Yeah. Switch. So we'll restart, and the next topic, we've got a great overview of accounting, the language, all the pieces that belong as part of financial statements. And next, we're going to focus on one of the really fundamental parts of the accounting financial statements, which is the balance sheet, where often, people ...

Recorded on: Jul. 23, 2013

CURTIS BURR: Welcome back. In this afternoon portion, starting off this afternoon portion of our program, we will be focusing on the income statement. And to lead us through that, we are privileged to have Terry Lloyd, who is both a CPA and a CFA. And he's the Managing Director of the Finance Scholars Group. A little bit about Terry's background. He's been handling valuation and litigation assignments for over 30 years, and his practice includes ...

Recorded on: Jul. 23, 2013

CURTIS BURR: Well, welcome back. During the break, Stacie and I were talking, and it reminded me I started at Coopers & Lybrand in the tax practice in, I shouldn't say, 1976. And this pre-- LAWRENCE CIRELLI: I wasn't born yet, then. STACIE KOWALCZYK: I wasn't either. CURTIS BURR: That's why I shouldn't have mentioned it. LAWRENCE CIRELLI: She's being honest and I'm obviously lying, but--. CURTIS BURR: She's an accountant, he's an attorney. ...

Recorded on: Jul. 23, 2013

C. BURR: Good afternoon and welcome back to the afternoon session of "Basics of Accounting for Lawyers." This afternoon, we start off with the section of "How Lawyers Can Use Accountants as Experts." And we're very fortunate to have with us this afternoon Matt Harrison, who is a partner with Latham & Watkins here in San Francisco and has done a tremendous amount of work representing accountants and accounting firms in malpractice ...

Recorded on: Jul. 23, 2013

LAWRENCE M. CIRELLI: So with that, let's turn to the first topic. As I just mentioned, it's kind of an overview of accounting principles, acronyms, and why they're important. So let me introduce our first speaker, who is sitting to my right-- Deepa Bhat. Deepa has taught this-- is this your second or third year? DEEPA BHAT: Second year. LAWRENCE M. CIRELLI: Second year of teaching it, and did a wonderful job last year, so she's back. Deepa is ...

Recorded on: Jul. 18, 2013

CLIFFORD E. KIRSCH: Thanks everyone, and welcome back. For this next panel, we're going to be doing that Part 1, that I mentioned earlier, Part 1 of Adviser Act Regulation, and exploring some of the concepts we just introduced briefly at this last panel. And this first panel is going to look at "Attracting Clients and Establishing the Adviser-Client Relationship." So again, going back to the framework we set out-- advertising, referral relationships, ...