Narrow Your Results

Display:

Seminars & Webcasts

On-Demand

Publications

Faculty/Authors

News/Blogs

Showing 51 - 75 of 83 Results

List View Table View

Planning the Transaction

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

RICHARD GOLDBERG: Our next speaker is Kelley Parker. She is a partner at Paul Weiss. She is practicing in the M&A area, active practitioner. And the kinds of issues that are addressed in this hypothetical are the kinds of things that are things that she's dealing with all the time in her practice. She is going to address issues relating to planning for the transaction. KELLEY PARKER: Thank you, Richard. Always an interesting hypothetical. So ...

Role Playing -- Board of Directors Meeting

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

RICHARD A. GOLDBERG: OK, we're going to get started. So this is the part of the program where we will role play a meeting of the Flat Screen's board. and just to set the stage for it, there is an agenda for the meeting in your materials, in the book. It's on the sixth or seventh page of the book. And so you can see what the items we are planning to consider at the meeting. And at the meeting, it is-- the stage says a meeting of the full board. We ...

Negotiating the Purchase Agreement

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

RICHARD A. GOLDBERG: So we're going to get started again. And the next topic is the negotiation of the purchase agreement. With me on the panel is Ernie Wechsler who is a partner at Kramer Levin. He's the seasoned M&A practitioner. He represents all sorts of acquirers in transactions and sellers both. He represents private equity firms. He's worked on private and public deals. And I think you'll find his perspective very interesting. I have known ...

Deal Protections

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

JONATHAN C. KIM: Good morning. So this session will be on deal protection measures in public M&A transactions. We're going to focus on public deals, just because even though private deals deal with the same fiduciary duty concerns, you rarely have litigation in those types of deals. And the stockholders themselves are either actually parties to the merger contracts or have been very much involved in the negotiations. We're also going to focus ...

Legal Issues Involved in Financing the Transaction

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

RICHARD A. GOLDBERG: Good morning. We're ready to get going again with our program. Our next speaker is David Morse, a partner from Otterbourg, Steindler, who's a long time star of the finance bar, representing-- DAVID W. MORSE: Smart. I pay him for that. RICHARD A. GOLDBERG: --representing mostly lenders. And his speech will be decidedly geared towards the lender's perspective. So you have to keep that in mind, that he's been representing lenders ...

Specialized Areas of Concern Applicable to the Transaction

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

ERIC SIMONSON: Hi, welcome back from the break. I'm Eric Simonson. I'm a partner at Blank Rome. I've been practicing as a corporate lawyer doing mostly M and A for now over 20 years. And I've been a part of this panel since it first started-- since Rich started it. That would have been, I don't know, 12, 14 years ago-- a long time ago. And so when Rich-- way back when-- asked me, gee, do you want to be on this panel. I said, oh yeah. That's great. ...

Ethical Traps for the M&A Practitioner

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

JAMES Q. WALKER: The title of this is Ethical Traps for the M&A Practitioner. Let me start off by saying that the ethics issues facing the M&A practitioner aren't necessarily any different than those faced by every lawyer. And so I want to step back for a second and just go through some general ethics principles that you want to make sure that you think about and attend to. And then we'll talk about some specific situations that are more pertinent. First ...

Investment Banking Considerations

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

RICHARD A. GOLDBERG: OK, we're going to get going again. And our next speaker is Pooyan Mehdizadeh, who you met yesterday as our banker on the mock board meeting. Pooyan is a senior member of the M&A team at Needham. He's pretty seasoned at doing M&A transactions, and I think you'll find his perspectives quite interesting. POOYAN MEHDIZADEH: Thank you, Richard. I'm going to speak on a number of investment banking considerations today. Please ...

Disclosure Matters and Other SEC Considerations

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

SPEAKER 1: OK, we're going to be getting started with the last presentation, last but not least. And it is Eliza Swann. She is a partner at Shearman and Sterling. She's an M&A practitioner. She's done lots and lots of deals, cross border deals, and otherwise. And she is going to be speaking to us about disclosure considerations and another SEC considerations involved in transactions. ELIZA W. SWANN: Thank you. Good afternoon, everyone. My topic, ...

Role Playing-Negotiating the Purchase Agreement

Transcripts  Transcripts    

Recorded on: Jan. 17, 2014

RICHARD GOLDBERG: So we move into the next phase of the discussions, which are the negotiation of the merger agreement. You should all have the merger agreement in the packet that you have. ERNEST WECHSLER: So our friendly collaboration has now concluded. RICHARD GOLDBERG: It's war. So before we break into war, let me just give you the backdrop for the negotiation. I'm sure you've all been anxiously waiting to see who the winner of the auction ...

A. Default and Enforcement B. Bankruptcy C. How the Uniform Commercial Code Affects Your Business: Applying Articles 1, 8 and 9 to Non-Financing Transactions

Transcripts  Transcripts    

Recorded on: Jan. 16, 2014

KENNETH CHIN: Welcome back. So for this segment of the presentation, I want to introduce the next two speakers. One is Ken Carl, who is a partner at Sheppard Mullin. And he will talk about enforcing security interest under Article 9. After you've figured out-- you're perfected in everything, now the borrower doesn't pay. Then what? And immediately following him will be Kristen Campana, who is a partner at Bracewell Giuliani. And she's going to tell ...

A. Common Assets/Uncommon Collateral and Special Collateral Types B. LLC and Limited Partnership Interests as Collateral and Anti-Assignment Clause Overrides

Transcripts  Transcripts    

Recorded on: Jan. 16, 2014

KENNETH CHIN: OK. Welcome back. So for this afternoon, what I'm going to do is start off by having a presentation with Penny. We're going to talk about common assets, uncommon collateral. Now, finance lawyers-- if you've noticed from this morning's presentations-- finance lawyers, and particularly UCC lawyers, oftentimes have their own terminology. Oftentimes we use terms that are dictated by the UCC. We know what those terms all mean but other people ...

A. The Filing System B. Recent Case Law

Transcripts  Transcripts    

Recorded on: Jan. 16, 2014

PENELOPE L. CHRISTOPHOROU: Hello everyone. Welcome back. Please take your seats. Well, with the terrific background that Steve and Ed gave us on the basics of secure transactions under Article 9, we are now going to turn to one way there is to perfect a security interest under Article 9. And that is by UCC filing. And Darrell Pierce-- partner at the law firm Dykema in Chicago and Ann Arbor-- will talk to us about the filing system. In addition to ...

A. Basic Building Blocks: Attachment, Perfection, and Priority B. Drafting the Security Agreement

Transcripts  Transcripts    

Recorded on: Jan. 16, 2014

KENNETH CHIN: I am delighted to introduce our first two speakers this morning who are sitting here on the podium. Steve Weise is a partner at Proskauer, and Ed Smith is a partner at Bingham McCutchen. Both of them frequently lecture on commercial law topics. And they both participated in drafting the current version of Article 9. Now, here's a little story about them. I've told this story to Steve but not to Ed, because I haven't seen Ed since this ...

A. Introduction and Universal Issues in Drafting and Negotiating Corporate Agreements B. Letters of Intent, Confidentiality and Standstill Agreements

Transcripts  Transcripts    

Recorded on: Jan. 15, 2014

GRACE O'HANLON: It's now my pleasure to introduce you to the chair of today's program, Alyssa Grikscheit. Alyssa is a partner in the New York office of Sidley Austin. She has a diverse corporate practice that currently emphasizes complex transactions in alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances, and restructurings. She has extensive experience in international ...

Acquisition Agreements

Transcripts  Transcripts    

Recorded on: Jan. 15, 2014

ALYSSA A. GRIKSCHEIT: Great. We now launch into our longest session of the day. SARKIS JEBEJIAN: Of course! ALYSSA A. GRIKSCHEIT: A very meaty one, but at least we have a break in the middle. We will now turn to acquisition agreements, a very complex topic. I'm very pleased to introduce Sarkis Jebejian who is based at Kirkland and Ellis here in New York. Although, he also took a plane to be here this morning. SARKIS JEBEJIAN: I did. I won't tell ...

Specialty Agreements: A. Equity Agreements B. Credit/Indenture Agreements

Transcripts  Transcripts    

Recorded on: Jan. 15, 2014

NADIA BURGARD: Welcome back. Thank you. We are now going to start up again. I know some of you still filtering in, but it gives me great pleasure to introduce Audra Cohen who's going to speak today on equity agreements, including shareholder agreements, minority rights and transfer provisions. She is a partner at Sullivan Cromwell, where she represents buyers, sellers, boards of directors, and financial advisors in a broad range of M&A transactions. ...

Enforcement and Ethics: A. When the Deal Goes Wrong: Enforcing Corporate Agreements and the Importance of Boilerplate B. Ethical Issues in Drafting Corporate Agreements

Transcripts  Transcripts    

Recorded on: Jan. 15, 2014

ALYSSA A. GRIKSCHEITH: back, everybody. We now have the final segment of our program. And as I mentioned right before break, this is the part where we talk about good deals going bad. We've given you the drafting tips and the negotiating tips and told you how to do them right, but invariably, a certain fraction of them will get into trouble, whether it's our fault or the client's. So in that vein, this is a very important segment to talk about drafting ...

Controlled Company and Othe REIT IPOs

Transcripts  Transcripts    

Recorded on: Jan. 13, 2014

DAVID J. GOLDSCHMIDT: Good afternoon, everybody. Appreciate everybody's indulgence. It's been a long day. We're hoping that this last panel will excite you. So we're going to take a little bit of a different tack than, perhaps, previous panels are concerned. We have with us four people who have been intimately involved in the past several years on the REIT capital markets area, and who have terrific insight from both the legal side, the investor side, ...

Unlocking Real Estate Value - REIT Conversions, Spin-offs, OpCo/PropCo Restructurings, and the Listing of Non-Traded Public REITs

Transcripts  Transcripts    

Recorded on: Jan. 13, 2014

KAREN TURK: Hi. It's loud. Hi, my name is Karen Turk. And I'm going to first introduce the panel, and then we'll get started. First, my name is Karen Turk. I'm a partner in Goodwin Procter's Tax Practice. I work on a wide variety of commercial transactions from financings, restructurings, partnership transactions, the whole gamut. I spend a significant amount of my practice, though, in the real estate space, representing public and private REITs. ...

Case Study: Archstone - From May, 2007 through to the Acquisition of Archstone by Equity Residential and AvalonBay Communities

Transcripts  Transcripts    

Recorded on: Jan. 13, 2014

BRUCE GILCHRIST: Good morning, I'm Bruce Gilchrist. I'm going to be both your narrator and your moderator for this panel. I'm joined here on my left by Steve Hentschel. Steve actually recently formed his own company called Hentschel and Company. He's been in real estate investment banking for about 23 years. He was at Lehman for quite a while, about 10 years, went to Wachovia, and then helped form the real estate investment banking group for Gleacher ...

Introduction and Overview of the Landscape

Transcripts  Transcripts    

Recorded on: Jan. 13, 2014

JANET SIEGEL: And now, it's with great pleasure that I introduce to you the co-chairs of today's program. Gil Menna is a partner at Goodwin Procter LLP, and head of the firm's real estate capital markets group, as well as its REITs practices. He participates in the M&A corporate governance, securities, and corporate finance private investment funds and tax practices, and has written and lectured extensively on topics in real estate securities, ...

REIT Governance and its Effect on REIT M&A: From Corporate Governance Scorecards to REIT Shareholder Activism

Transcripts  Transcripts    

Recorded on: Jan. 13, 2014

GIL MENNA: Welcome back from lunch, everyone. My name is Gil Menna. I'm a partner at Goodwin Procter. And our 1:30 panel is entitled "REIT Governance and its Effect on REIT M&A: From Corporate Governance Scorecards to REIT Shareholder Activism. And I'm certain it will be a lively panel, indeed. Let me first introduce our panelists. All the way to my left is Jim Barkley. He's the General Counsel of Simon Properties. For those in attendance ...

Tax Controversy in the Financial Products Arena

Transcripts  Transcripts    

Recorded on: Jan. 10, 2014

RICHARD LARKINS: So can I start introducing people? SPEAKER: OK RICHARD LARKINS: OK. So we're going to go ahead and get started, just in the interest of time. So we're on our fifth session now. This is going to run until 3:45. And this session deals with tax controversy in the financial products arena. So I'm going to go ahead, while people are getting settled here, and introduce our panel. Boy, that's nice. We've got everybody sort of right there ...

Financial Products Issues Under Section 987

Transcripts  Transcripts    

Recorded on: Jan. 10, 2014

RICHARD LARKINS: OK, so we're now going to go ahead and start our next panel, which deals with section 987 and financial products issues under section 987. And so this panel is going to go until 11:15, and then we're going to have a break. So let me introduce the panelists here. To my immediate left is Jeff Dorfman. Jeff is a managing director in the international tax services group at PricewaterhouseCoopers, or PwC, in Washington. And Jeff joined ...

Featured Faculty/Authors
George M. Wilson, MBA, CPA

George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI

Mina Park

Mina Park ~ Director, Banking and Capital Markets Origination Legal, Asia Pacific, Citi

Harvey I. Saferstein

Harvey I. Saferstein ~ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.