On-Demand Learning

Corporate & Securities

Transcripts

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

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. 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

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: 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

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

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

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. 18, 2013

ROBIN GOLDSTEIN: Now it's my pleasure to introduce you to the chair of today's program, Cliff Kirsch. Cliff Kirsch is a partner at Sutherland, Asbill, and Brennan here in New York City where he focuses on adviser and broker-dealer issues. Before joining Sutherland, Cliff served as an assistant director at the SEC's Division of Investment Management, and then became chief legal officer for a duly registered broker-dealer adviser. Cliff is the editor ...

Recorded on: Jul. 18, 2013

CLIFFORD KIRSCH: All righty, and we are going to go right into the next panel. And I'm here with Phil Rutledge, and what Phil and I wanted to do was give you an overview, just assume-- put beside the analysis of is someone required to register or not. Someone is required to register. They're doing activity. That's an adviser. What Phil and I wanted to do in this panel is really just set the stage of what does it mean to be registered, what does it ...

Recorded on: Jul. 18, 2013

CLIFFORD E. KIRSCH: All righty. We are back. Hope you had a nice lunch. And we are going to get into our next session, which is Regulation of Advisers (Part II), which is looking at the framework for applying brokerage and trading practices and what are the rules and regulations with respect to the adviser brokerage and trading practices. And I'm sincere when I say I couldn't think of somebody, a better fit to do this panel. I'm very, very pleased ...

Recorded on: Jul. 18, 2013

CLIFF: Thanks for sticking with us today. It's been a great audience and a great program. So thanks for your attention throughout. I'm very pleased to introduce our last panel, which is a dedicated panel. We structured this, just because of all the issues that are arising and people are dealing with, a standalone panel on advisors to private funds. And I'm very pleased to welcome, to my right, Peter Rosenblum. Peter has spoken on this program. But ...

Recorded on: Jul. 18, 2013

CLIFFORD E. KIRSCH: Welcome back. And our next session is part III of adviser regulation. You're the final part, and then we have a break. And then we look at adviser to private fund issues. And on this session, we want to really go-- take a pretty deep dive into some of the concepts we mentioned at the earlier session, the requirements regarding a compliance program, record keeping and exams. What are the requirements with respect to advisers with ...

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, ...

Recorded on: Jul. 12, 2013

JOHN DU: So we're moving to the next topic of ethics. This has been a traditional topic for the past, at least seven years for this program. And the predecessor of this program. And very often, it has led to great discussion and a lot of participation from the audience. We hope to repeat our success in the past sessions. And we're still missing one panelist. And he emailed. And he should be here very, I believe, momentarily. But PLI has its rules, ...

Recorded on: Jul. 12, 2013

JOHN DU: All right, so this panel, we are going to talk about resolving international disputes. Well, no talk on doing business internationally can omit an international dispute discussion. So today we are fortunate to have several distinguished panelists from different jurisdictions to talk about how to resolve international disputes. Dietmar is going to introduce the panel because I'm very bad at pronouncing Latin names. DIETMAR W. PRAGER: Well, ...

Recorded on: Jul. 12, 2013

PAULO C. ARAGAO: Good morning. It's a pleasure to be here. And although definitely I'm not the political scientist, let me talk a little bit about what we think is happening in Brazil-- we're not sure, but what we think is happening there. We have a line in our national anthem, written 200 years ago, that talks about a sleeping giant. I think the giant is awakening. We have a country with 200 million inhabitants with now a very powerful middle class, ...

Recorded on: Jul. 12, 2013

JOHN DU: All right, thank you. We are going to move to the next panel, which is antitrust. We have talked about how to do due diligence in the emerging markets as well as on negotiations. And antitrust is one of the primary concerns in structuring a deal. So today, we have three panelists here. And all of them are M&A lawyers with a focus, for Janet and Mariana, in antitrust. So today, I'm going to introduce the speakers first. And then we'll ...

Recorded on: Jul. 11, 2013

A. THOMPSON BAYLISS: So name that judge who said the following, "I'm just going to confess out loud that I have reached the point in my career of what I will call 'disclosure fatigue.' That is the struggle that the court goes through to try to figure out what information, about a target's financial advisor's analysis, needs to be disclosed to stockholders." Well everybody's voting. I'll just ask the panel, who here suffers from disclosure ...

Recorded on: Jun. 28, 2013

CLIFFORD E. KIRSCH: All right, everyone. Welcome back. Hope you had a nice lunch. We're going to turn now from a broker-dealer's interaction and dealings with regulators and getting past the registration membership process to the broker-dealer's relationship and obligation under the framework applying to its customers. So that's what we're going to focus on in the next hour. And I'm very pleased to welcome and welcome back to this program my colleague, ...

Recorded on: Jun. 28, 2013

CLIFFORD E. KIRSCH: All righty. In this next panel, what we're looking to do is lay out for you the rules that apply to supervisory programs, what requires a broker dealer to supervise. Supervise its business, supervise its representatives. And the rules applying to broker dealers compliance programs. Broker dealers are required to establish and maintain compliance programs, which are separate and distinct from the supervisory obligations. And we ...

Recorded on: Jun. 28, 2013

CLIFFORD KIRSCH: All right, thanks. And thanks for your attention throughout the day. It's been a good program, the questions we've been getting, and your attentiveness. So thanks very much. And we end the day with a panel looking at record keeping, exams, and financial responsibility, topics that we may have touched on a little bit throughout the day, but just touched on. And we wanted to have a panel because each of the topics are so important. ...

Recorded on: Jun. 26, 2013

RICHARD MORVILLO: OK, welcome back from lunch. As people come on back, we will start. And I have the pleasure of introducing the next moderator for you, and he in turn will introduce his panelists. Seated to Nancy's right is John Savarese. John is a litigation partner at Wachtell Lipton. He has done a number of important things during his career, starting with clerking on the Supreme Court, working in the United States Attorney's office, being Chief ...

Recorded on: Jun. 26, 2013

NANCY KESTENBAUM: Thanks, Rich. Well, it's my great pleasure to introduce the moderator of our first panel, Steve Peikin. I just realized Steve and I go back 20 years since we first began working together as a baby lawyers. And Steve's gone on to do great things since that time. He's now deputy managing partner of Sullivan and Cromwell's criminal defense and investigations group. Steve's practice focuses there on white collar criminal defense, regulatory ...