On-Demand Learning

Corporate & Securities

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Recorded on: Jan. 15, 2013

Taken from the Web Program Secured Transactions 2013: What Lawyers Need to Know About UCC Article 9 NY Recorded January, 2013 in New York A. Basic Building Blocks: Attachment, Perfection,and Priority; B. Drafting the Security Agreement [01:15:39] A. Basic Building Blocks: Attachment, Perfection, and Priority Does Article 9 apply to the transaction? What does a security agreement require? When does an oral security agreement ...

Recorded on: Jun. 13, 2013

Taken from the Web Program Acquiring or Selling the Privately Held Company 2013 Recorded June, 2013 in New YorkA. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies [01:30:11] A. Indemnification [45 minutes]Techniques and issues in negotiating indemnification provisions: “Baskets” “Caps” Partial indemnification “Sandbagging” Survival of warranties Control of defense of claims Director ...

Recorded on: Jan. 10, 2013

Taken from the Web Program Drafting and Negotiating Corporate Agreements 2013 Recorded January, 2013 in New York A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements; B. Letters of Intent, Confidentiality and Standstill Agreements [00:56:55] A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements The range of corporate agreements Controlling the process Understanding ...

Recorded on: Mar. 4, 2013

Taken from the Web Program Venture Capital 2013: Nuts and Bolts Recorded February, 2013 in New York A. Positioning Your Company for Venture Capital Financing/B. Anatomy of a Venture Capital Deal [01:28:24] A. Positioning Your Company for Venture Capital Financing Key issues in company formation Founders’ stock arrangements Angel and seed financing B. Anatomy of a Venture Capital Deal   Equity structures ...

Recorded on: Dec. 6, 2012

Taken from the Web Program Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments Recorded December, 2012 in New York Accounting and Financial Reporting Developments and Priorities [01:15:28] Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements ASC 450 (FAS 5) contingencies Fair value accounting Impairments  ...

Recorded on: Feb. 28, 2013

Taken from the Web Program The SEC Speaks in 2013 Recorded February, 2013 in Washington Accounting [01:13:25] Current financial disclosure issues Accounting and auditing issues International accounting issues Emerging practice issues Enforcement issues and trends The purchase price of this segment includes the following article(s) from the Course Handbook available online: Work Plan for the Consideration ...

Recorded on: May. 16, 2013

Taken from the Web Program Bankruptcy & Reorganizations 2013: Current Developments Recorded April, 2013 in New YorkAcquiring Assets from the Debtor Estate, Corporate Governance and D&O Duties and Liability [01:01:24] Process, procedures and litigation - break-up and topping fees Structuring and negotiating bids - Los Angeles Dodgers; Texas Rangers, GM, Chrysler, and small and medium cases Sales free and clear and grounds for objections ...

Recorded on: May. 14, 2013

Taken from the Web Program Antitrust Institute 2013: Developments & Hot Topics Recorded May, 2013 in New YorkAcquisitions and Mergers [01:19:20] Section 7 of the Clayton Act Revised Horizontal Merger Guidelines- what do you need to know? Critical H-S-R reporting updates What are the latest enforcement activities at federal and state levels? Recent decisions involving unilateral and coordinated competitive effects Investigations of ...

Recorded on: Jul. 11, 2013

Taken from the Web Program M&A Litigation 2013 Recorded June, 2013 in New YorkAddressing Disputes Over Stockholder Meetings [01:07:06] Disputing Stockholder Communications Before the Stockholder Meeting- What has Delaware done with the materiality standard?- Can contractual restraints limit the duty of disclosure?- How long do stockholders need to absorb supplemental disclosures? Litigating Over the Conduct of the Meeting and the Vote- What ...

Recorded on: Jun. 5, 2013

Taken from the Web Program Pocket MBA Summer 2013: Finance for Lawyers Recorded June, 2013 in San FranciscoA Detailed Look at Financial Statements [01:30:43] The purpose of financial statements - Reporting to stakeholders- Comparability Basic Financial Statements- Income Statement- Balance Sheet- Statement of Cash Flows- Statement of Shareholders’ Equity Accounting fundamentals and core concepts- Matching principle, accrual method- Historical ...

Recorded on: Dec. 5, 2012

Taken from the Web Program Advanced Venture Capital 2012 Recorded December, 2012 in San Francisco Advanced Exits - M&A, IPO, Secondary Sales [02:03:46] M&A deal terms, including indemnity and waivers of claims Investor issues and protections Deal protective measures IPO developments JOBS Act and other regulatory considerations Secondary markets and liquidity programs The purchase price of this segment ...

Recorded on: Jul. 18, 2013

Taken from the Web Program Fundamentals of Investment Adviser Regulation 2013 Recorded July, 2013 in New YorkAdviser Registration; Regulatory Jurisdiction [01:07:57] State regulation The interplay between the SEC and the states Registration as an Adviser: The Form ADV Registration of Associated Persons The purchase price of this segment includes the following article(s) from the Course Handbook available online: Introduction to the Investment ...

Recorded on: Jan. 29, 2013

Taken from the Web Program Mergers & Acquisitions 2013: Trends and Developments Recorded January, 2013 in New York Advising the Board of Directors [01:01:51] Directors’ fiduciary duties-trends in the Delaware case law Business Judgment Rule Importance of independent directors Reliance upon third-party advisors and fairness opinions Need for special committees Enhanced scrutiny Considerations applicable ...

Recorded on: Oct. 19, 2012

Taken from the Web Program Pocket MBA Fall 2012 Recorded October, 2012 in New York A Look at Financial Statements [01:46:55] Overview of the accounting process, roles and responsibilities, including an overview of internal financial reporting and accounting Overview and use of basic financial statements Select core accounting concepts, including: - Cash vs. accrual accounting - Fair value and mark-to-market - Capital ...

Recorded on: Jun. 6, 2013

Taken from the Web Program Global Capital Markets & the U.S. Securities Laws 2013: Raising Capital in an Evolving Regulatory Environment Recorded June, 2013 in New YorkAlternative Investment Vehicles and Derivatives Regulation [00:56:45] Private equity and hedge fund regulation Investment Company Act and broker-dealer issues in global practice EU and SEC approaches to alternative investment funds Developments with global derivatives regulation ...

Recorded on: Oct. 23, 2012

Taken from the Web Program Advanced Patent Licensing 2012: Current Developments and Best Practices Recorded October, 2012 in San Francisco Analysis of a Patent License Agreement [02:02:00] The 30 page license agreement: where are the land mines? Are you a deal killer? When to kill the deal What makes a patent license fair for both sides? What are the hot legal buttons? Are patent owners becoming more willing to indemnify ...

Recorded on: Jul. 23, 2013

Taken from the Web Program Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know Recorded July, 2013 in San FranciscoAnatomy of the Balance Sheet [01:45:37] The elements of a balance sheet - assets, liabilities and stockholders’ equity and their significance What to look for when reading a balance sheet Current assets, such as cash, receivables, inventories, investments in debt and equity securities, and fixed and ...

Recorded on: Apr. 12, 2013

Taken from the Web Program How to Prepare an Initial Public Offering 2013 Recorded April, 2013 in New YorkAn Overview of the IPO Registration Process [01:11:21] Current state of the IPO market Considerations at the planning stage of an IPO Drafting of the registration statement and reduced disclosure requirements for emerging growth companies The purchase price of this segment includes the following article(s) from the Course Handbook available ...

Recorded on: Oct. 7, 2013

Taken from the Web Program Corporate Counsel Institute 2013 Recorded October, 2013 in New YorkAnticipating Regulatory Risks [01:00:54] How to read the “tea leaves” Creating the culture that “sees around corners” Taking proactive steps – before your competitors do Future areas of focus of the SEC, FSA, DOJ, cybersecurity and others The purchase price of this segment includes the following article(s) from the Course Handbook available online: Anticipating ...

Recorded on: Jul. 15, 2013

Taken from the Web Program Doing Deals in and with Emerging Markets: BRICs and Beyond 2013 Recorded July, 2013 in New YorkAntitrust Considerations in International Deals [00:58:58] Recent developments in the antitrust frameworks applicable to deals in Emerging Markets Dealing with antitrust considerations in foreign acquisitions and joint ventures Antitrust enforcement The purchase price of this segment includes the following article(s) from ...

Recorded on: Aug. 6, 2013

Taken from the Web Program Securities Arbitration 2013 Recorded August, 2013 in New YorkArbitration Practicum on Product Cases [01:01:19] Statements of Claim Answers List Selection Discovery (including Updates to Discovery Guide re: product cases) Opening and closing statements Brokers’ testimony/role of the Associated Person Experts’ testimony Exhibit books Use of technology The purchase price of this segment includes the following ...

Recorded on: Apr. 30, 2013

Taken from the Web Program First Annual Institute on Corporate & Securities Law in Hong Kong 2013 Recorded April, 2013 in Hong KongAsian Capital Markets: India, China, Korea and Singapore [01:02:32] Comparison of Asian capital markets common practices Raising capital in India, China, Korea and Singapore New deals in Asian capital markets Convergence: status of accounting standards and practices Hot issues in the frontier economies The ...

Recorded on: Jun. 13, 2013

Taken from the Web Program Corporate Compliance and Ethics Institute 2013 Recorded May, 2013 in New YorkAudit/Assessment: Ensuring the Effectiveness of a Program [01:04:36] Best Practices in Compliance Auditing Program Assessment: How Do You Know if Your Program is Working? Using Data to Enhance Your Program: What Metrics Matter Most to Compliance? Compliance and Ethics Surveys: Internal and External The purchase price of this segment includes ...

Recorded on: Mar. 19, 2013

Taken from the Web Program Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider 2013 Recorded March, 2013 in New York Basic Concepts [01:27:36] The purchase price of this segment includes the following article(s) from the Course Handbook available online: Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider Vincent R. Martorana Fundamental Concepts in Drafting Contracts: ...

Recorded on: May. 6, 2013

Taken from the Web Program The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2013 Recorded May, 2013 in New YorkBenchmarking Panel - Understanding What Your Peers and Competitors are Doing [01:22:59] Training Hospitality to “foreign officials” Voluntary disclosure Facilitation payments Use of outside counsel Due diligence Risk assessments Moderator: Richard GrimeSpeakers: William B. Jacobson, Mark F. ...