On-Demand Learning

Transcripts

Corporate & Securities

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. 22, 2013

AMY TAUB: 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 Two-- Farm Banks Accessing the US Markets. 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: Mar. 20, 2013

ANN S. MAKICH: So good morning again, everybody. It's 11:15 and we're going to start part two of our presentation. And the main focus in the second half, after the meat and potatoes of financial statements in the first half-- thank you, Chad-- is to talk a little bit about applying some of the concepts and data that we learned in the first half to practical legal practice in three main areas. The first is due diligence and disclosure and understanding ...

Recorded on: Mar. 20, 2013

CHAD RUCKER: Thank you so much for coming out today. We have a very, very exciting panel here today. Joining me today we have Gopal Burgher. Gopal Burgher is a partner at Burgher Gray Haile & Jaffe. And Gopal's principal areas of practice include capital markets, complex finance transactions, real estate, community development transactions, mergers and acquisitions, joint ventures, and general corporate matters. In the capital markets and complex ...

Recorded on: Mar. 19, 2013

VINCENT R. MARTORANA: Welcome back to the second half of Contract Drafting CLE. We'll deal with some more advanced concepts here. I'm going to start off actually with a recap of what we discussed on the first half, because it really is sort of the real-- now kind of the real heart of the total three-hour presentation is really in that first half. So I'll spend a decent chunk of time doing a bit of recap on that. And then we'll get into some specific ...

Recorded on: Mar. 19, 2013

GRACE E. O'HANLON: It's my pleasure to introduce you to the chair of today's program, Vincent Martorana. Vinny is counsel in the corporate and securities group with Reed Smith's New York office. His practice includes the representation of clients in domestic and cross border mergers, stock an asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructuring, private equity investments, and security ...

Recorded on: Mar. 18, 2013

EDWIN E. SMITH: OK. Welcome back, everyone. And let me introduce a couple of new panelists that we have up here. Is June up here? I didn't see. Oh, she's over in the corner. She'll be up later. But Joanne DeSilva is with me, who is one of my partners at Bingham who is involved in a lot of asset-based lending, and the two of us are going to talk about a few little tidbits here. I'll mention briefly non-UCC liens, then we're going to go into intercreditor ...

Recorded on: Mar. 18, 2013

EDWIN SMITH: So at this point, we're going to go into ethics in asset based lending that some of you may say is an oxymoron. But we're going to try to deal with some ethical problems. And Christine Gould Hamm and myself are going to try to walk through these. Other panelists are encouraged to speak up, as is the audience. JUNE BASDEN: I made it so I would not be in the middle of the discussion. EDWIN SMITH: And I hope we get more from our people ...

Recorded on: Mar. 18, 2013

CHRISTINE GOULD HAMM: Thank you, Ed. OK. Good morning. We're going to start off nice and easy. I know it's Monday morning at the time change just happened, so it feels much earlier than it is, even. So we'll start off nice and easy and we'll probably get to some more challenging and interesting topics as we move along. So Equipment Financing-- in your course handbook if you're following along there, the materials are at page 127, the presentation ...

Recorded on: Mar. 18, 2013

SCOTT A. LESSNE: Thank you, Ed. For those of you who are following along in the book, the narrative section starts on page 211, and the PowerPoint presentation starts on page 373. So before we start sort of delving into the details of receivables, I want to step back, for a second, and talk a little bit about just asset-based lending, from a slightly different perspective. I spent 20 years in-house watching the sausage being made. And also doing ...

Recorded on: Mar. 18, 2013

EDWIN SMITH: It's very important that you do the evaluations. We look at those every year to try to determine who to keep on the panel and who to throw off. I'd now like to introduce, as my colleague on this session, June Basden, from Carruthers & Roth in Greensboro. JUNE BASDEN: And that's Greensboro, North Carolina. EDWIN SMITH: There we go. Right. And so we're here to talk about bankruptcy related issues for asset-based lenders. We're going ...

Recorded on: Mar. 18, 2013

EDWIN E. SMITH: Before we start with Marshall and Inventory Financing, we did have one question, which was, how is Puerto Rico treated under Article 9? And the answer is, well. Puerto Rico has the most advanced Article 9 of any state of the United States, if it were a state. But Puerto Rico adopted the 1999 revisions to Article 9 in January. And as part of that adoption it also enacted the 2010 Amendments to Article 9, which everywhere else had a ...

Recorded on: Mar. 15, 2013

BARRY P. BARBASH: This morning we're starting with the topic of litigation in the investment management, the asset management area. It's been a busy year. I would venture to say a little bit toned down from a couple of years past, although, we'll see whether that's really the case from the experts. I'm joined today by two very prominent litigators in the asset management area and two good friends of mine. To my immediate right is Jim Benedict, a ...

Recorded on: Mar. 15, 2013

PAUL ROYE: OK, we've saved the best for last. We have our ethics discussion with Michael Sackheim. Michael is a partner with Sidley and Austin here in New York. Michael's specialty is an area that is becoming increasingly important to our industry, where he concentrates on exchange trading and over-the-counter derivatives-- regulatory, transactional, and enforcement matters in that area. He's been spending a lot of time, I think, recently on advising ...

Recorded on: Mar. 14, 2013

RAYMOND GIETZ: I didn't see you. I'm going to start with a discussion of basic structuring of US deals. And the rules we think about in terms of structuring both corporate and tax are jurisdiction specific. So again, this is focused on the US. Sarah will talk in a little bit about cross-border transactions. But when we talk about asset, stock, and mergers, keep in mind this is only the US. Two categories of considerations I'll be commenting on as ...

Recorded on: Mar. 14, 2013

IGOR KIRMAN: OK. Why don't we get started? Welcome back everyone from your break and to those of you on the web. So let me first introduce this panel, in which I'll participate as well. I've already introduced myself. So my co-conspirators here. This is what I call an ex Sullivan and Cromwell panel because all three of us were actually at Sullivan and Cromwell in the late 1990s. We were there together. We overlapped so we're friendly and we moved ...

Recorded on: Mar. 14, 2013

IGOR KIRMAN: We're going to get started again with the third panel. So welcome back for those of you here in New York and those of you even more of you on the web. So I want to introduce this panel, which as I previewed with you this morning, this is the meatiest of the panels. And we talked a little bit about structuring. We talked about preliminary agreements, the role of investment bankers, all of which help you get the deal started. But then, ...

Recorded on: Mar. 14, 2013

IGOR KIRMAN: OK, why don't we get started with the last panel today. And this is the moment you've been waiting for, the name of the new pope. It's Pope Francis of Argentina. This is the hostile panel. I warned you about these guys in the beginning. This is where a lot of the things that we've been talking about, the basic things we've been talking about today come together in a non-consensual M&A transaction. And those of us who do regular M&A ...

Recorded on: Mar. 7, 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, Health Care Reform, an Employer's Essential Guide. 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 tab ...

Recorded on: Mar. 6, 2013

J. KREISSMAN: All righty. Hi, again. So our next panel's going to address the increasingly common situation which merger litigation is commenced, often simultaneously, in multiple state and or federal courts. Typically, the case is challenging the transaction filed in separate courts include relatively similar factual allegations and assert the same or similar types of claims. Now, the plaintiffs bringing these suits don't want to give up their chosen ...

Recorded on: Mar. 6, 2013

KATHERINE L. HENDERSON: Welcome back everyone. I hope you had a good lunch. I have the privilege of introducing our next panelist. And I'm sure most of you in the room and at home already know who he is. But I will give you some of the highlights of his impressive background. Professor Grundfest is the William A. Franke professor of law and business at Stanford Law School. And he's Senior Faculty at the Rock Center on Corporate Governance also at ...

Recorded on: Mar. 6, 2013

JAMES G. KREISSMAN: OK. If everyone could take their seats, we're going to get started again. [SIDE CONVERSATION] JAMES G. KREISSMAN: All right. Well, welcome back everybody. Our next panel's on settlements and D&O insurance. As we know, while many merger litigations are actively litigated, some fully to conclusion, it's still the case that the great majority of those cases ultimately settle. So on our last panel this morning, we're going to ...

Recorded on: Mar. 6, 2013

KATHERINE L. HENDERSON: So this next panel, we're going to focus on a few recent issues of Delaware law. Let me start by introducing my fellow panelists. Directly to my right here is Randy Baron. We've heard him ask a few questions already. So I'm expecting a lot now from his panel. RANDALL J. BARON: I'm quiet. KATHERINE L. HENDERSON: Exactly. Mr. Baron is a partner at Robbins Geller Rudman & Dowd. And he specializes in securities litigation, ...

Recorded on: Mar. 6, 2013

JAMES G. KREISSMAN: With that, rather than hearing from me, I want to turn immediately to our first panel, Key Issues In Drafting Merger Agreements. Now, as an attorney, negotiating a transaction on behalf of an acquirer, or a target, or a banker, advising a party in connection with such a transaction, one has to be mindful not only of the ebb and flow, and the negotiation of the deal itself, but also of the impact that that may have on subsequent ...

Recorded on: Mar. 4, 2013

PAUL E. HURDLOW: Great, thank you. We are back together after our break. And our next session is going to be focused on the exits that the venture capital backed companies can hope to experience. And I'll be participating on this panel directly. But that's the bad news. The good news is you get to hear from John Egan. John is over here on the right of Lizette. And he's a partner with a Goodwin Procter and focuses on securities and M&A work for ...