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Role Playing-Negotiating the Purchase Agreement

Transcripts  Transcripts    

Recorded on: Jan. 23, 2015

RICHARD A. GOLDBERG: OK, so the next segment of the program is the merger agreement negotiation. You all have the handout that has the merger agreement in it, so we'll be referring by page to some of the sections, so you can follow along if you want to. The background is that Bluestone has been selected as the buyer. And I am representing Flat Screens, and Ernie is representing Bluestone. Flat Screens provided the first draft as part of the auction ...

Planning the Transaction

Transcripts  Transcripts    

Recorded on: Jan. 23, 2015

KELLEY D. PARKER: Thanks for that hypo. It's interesting, as always. Good morning. Shortly after the 13D is filed and the board determines to begin a strategic review process, council, of course, begins the work of structuring and planning for a potential process, and ultimately a potential transaction. Kind of as a preamble, strategic planning is, of course, best done on a continual basis. When there isn't an activist in your stock making noise, ...

Disclosure Matters and Other SEC Considerations

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Recorded on: Jan. 23, 2015

RICHARD GOLDBERG: We're going to proceed with the last part of our program-- last but not least, the topic of disclosure matters And SEC considerations. We're happy to have David Connolly. He is a partner at Shearman & Sterling in the M&A group and has an interesting roster of clients, including various sports teams and sports deals. And I'm sure we'll enjoy his presentation. DAVID CONNOLLY: Thank you. Also, I have some SEC registered clients ...

Advising the Board of Directors

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Recorded on: Jan. 23, 2015

RICHARD A GOLDBERG: So we're going to get going again now. And the next topic involves advising the board of directors in the context of mergers. And the speaker Corinne Ball who was schedule to speak cannot make it. But we're lucky to have her partner Randi Lesnick, who works heavily in the merger and acquisition area and is going to be the keynote speaker on this topic. Eric Simonson, who you'll hear from later on other topics together with myself, ...

Negotiating the Purchase Agreement

Transcripts  Transcripts    

Recorded on: Jan. 23, 2015

RICHARD A. GOLDBERG: We're going to get started again. The next topic is negotiating the purchase agreement, which I will be addressing with the help us Ernie Wechsler, who you met yesterday at the board meeting. Ernie's a partner at Kramer Levin in the M&A group, does a lot of work with private equity firms. And so in the second hour, we will move into a mock negotiation, a role playing excise, of negotiating the merger agreement. But for the ...

New York's Amendments to UCC Articles 1,7 and 9

Transcripts  Transcripts    

Recorded on: Jan. 22, 2015

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, "New York's Amendments to UCC Articles 1, 7, and 9." 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 Materials ...

Drafting and Implementing International Employee Handbooks, Global Codes of Conduct and Cross-Border HR Policies 2015

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Recorded on: Jan. 21, 2015

AMY: It is now my pleasure to turn this briefing over to Don Dowling. DONALD C. DOWLING, JR.: Thank you very much, Amy, and thanks all for joining. I think we have an exciting topic today and look forward to talking for the next 60-some minutes, and if anyone has questions, I look forward to responding to questions. Our topic today is drafting and implementing international employee handbooks, global codes of conduct, and cross-border HR policies, ...

Insider Trading in the Wake of United States v. Newman & Chiasson

Transcripts  Transcripts    

Recorded on: Jan. 20, 2015

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, Insider Trading in the Wake of United States versus Newman and Chiasson. 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 Materials ...

Common, Uncommon and Special Collateral Types and Anti-Assignment Clause Overrides

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Recorded on: Jan. 15, 2015

PENELOPE L CHRISTOPHOROU: Hi everyone. Welcome back, hope you had a nice lunch. This afternoon we're going to begin with Ken Chin's presentation on assets that are common. We talk about them in common parlance, but represent uncommon collateral. Before we do that though, I want to mention to you that earlier we were talking about New York's recent amendments to articles one, seven, and nine. And in particular, we were discussing the unusual transition ...

Default, Enforcement and Bankruptcy; UCC Considerations in Non-Financing Transactions

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Recorded on: Jan. 15, 2015

KENNETH CHIN: Well, welcome back. For our next speaker, I'm going to introduce Ken Carl. Ken is a partner at Sheppard, Mullin, Richter, and Hampton. He represents lenders and borrowers in financing transactions, loan workouts, and bankruptcies. For the past 28 years, he has worked on financing transactions. And he also has extensive experience in bank regulatory matters and frequently advises clients on California's usury prohibitions and exemptions. Ken ...

Universal Issues and Preliminary Documents

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Recorded on: Jan. 15, 2015

GRACE O'HANLON: It's 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 and 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 ...

Basic Building Blocks and Drafting the Security Agreement

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Recorded on: Jan. 15, 2015

PENNY: So without further ado, I will introduce Steve Weise, who is to my left. Steve is a partner at Proskauer Rose in California, practicing in all areas of commercial law. His experience in financing transactions is extensive, and he also knows California law, so he's my go to man for those issues that come up, because California can be quirky in this space. He lectures widely on commercial law topics and has a lot of background in the creation ...

The Filing System and Case Law Developments

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Recorded on: Jan. 15, 2015

KENNETH CHIN: OK. Welcome back. Next up on the speaker list, I have the pleasure of introducing Darrell Pierce. Darrell is a member of Dykema Gossett's Corporate Finance Group. He handles debt financing transactions, restructurings, and workouts. He's a co-leader of the firm's lending team. Darrell also had served as a member of the Article 9 Study Committee as chair of the Article 9 filing project. He's co-chair of the ABA's Filing Office Operations ...

A. When the Deal Goes Wrong: Enforcing Corporate Agreements and the Importance of Boilerplate

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Recorded on: Jan. 15, 2015

ASSISTANT: We're good. ALYSSA A. GRIKSCHEIT: Great. Welcome back. Thank you all for persisting with this. We have now our session on enforcement, which is a welcome change from my introductions that are all very M and A partners at different law firms. Jackie is a litigation partner at Paul Weiss, and has extensive experience in various areas of litigation, including commercial disputes. So she will focus on the enforcement issues that arise with ...

Specialty Agreements

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Recorded on: Jan. 15, 2015

SPEAKER 1: Welcome back, everybody. We are going to mix it up a little bit for you this morning, and in PLI style here, we're going to do debt and then equity. Very exciting. Switching the order here. So it gives me great pleasure to introduce David Fisher. David is a partner at Kramer Levin where he has a broad practice in all aspects of secured and unsecured commercial finance. And he will lead us through the topic of credit agreements and indentures. ...

Acquisition Agreements

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Recorded on: Jan. 15, 2015

ALYSSA GRIKSCHEIT: We now have all the basic agreements in place to move on to the most complex session that we have today, which is the acquisition agreements. And it gives me pleasure to introduce Sarkis as he's walking up. Hello. Sarkis Jebejian is a partner at Kirkland & Ellis, where he focuses on domestic and cross-border mergers and acquisitions. And the idea for our panel here today is to go back and forth in sort of a dialogue into some ...

B. Ethical Issues in Drafting Corporate Agreements

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Recorded on: Jan. 15, 2015

SPEAKER 1: Our speaker is Michael Sackheim, partner at Sidley Austin. He has a distinguished practice in the derivatives area. But that's not why he's here today. He's also a very, very frequent speaker on issues of ethics. SPEAKER 2: And we're going to do a very quick switch here. SPEAKER 1: Quick transition here. And we'll move from disputes to ethics. MICHAEL SACKHEIM: OK. Thank you very much. Nice to be here. I see there's really a lot of people ...

Negotiating with Colleagues and Peers

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Recorded on: Jan. 13, 2015

DOUG MACKAY: All right, welcome to our last panel, which is on negotiating with colleagues and peers. So during the day, we've talked about negotiating with clients and other attorneys. And today we want to end the day by giving you the opportunity to realize how you have to do some negotiating within your own workplace. And that's where we're going to talk about here. And I have two very distinguished panelists who are joining us for this, Anthony ...

Setting the Climate and Flexing Your Communication and Negotiation Style

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Recorded on: Jan. 13, 2015

DOUG MACKAY: Welcome back. I'd like to introduce our panelists for our 11:30 discussion, which is about "Setting the Climate and Flexing Your Communication and Negotiation Style." So to my right is Todd Cleary, and Todd is a partner at Wilson Sonsini Goodrich & Rosati. Todd's practice primarily focuses on buyout and investment transactions, including mergers and acquisitions, leveraged buyouts, spin-offs, and carveouts-- that may be ...

Outlining Negotiation Types and Processes

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Recorded on: Jan. 13, 2015

DOUG MACKAY: Our agenda then. So the first thing we want to do this morning between now and 10:15 is talk about the various types of negotiations that you may encounter. Then we'll understand the six steps of a negotiation process. So I'm happy to say that successful negotiations break down into six steps and you need to follow all six of these steps in order to conduct a successful negotiation. And some of those steps you'll spend a little more ...

Managing the Bargaining and Concession-Making Process While Mastering Tactics and Deflecting Ploys

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Recorded on: Jan. 13, 2015

DOUG MACKAY: Let me welcome you back to the beginning of the afternoon session. And for the next two hours, we're going to be discussing "Managing the Bargaining and Concession-Making Process While Mastering Tactics and Deflecting Ploys." That's our longest title of the day for our longer session of the day. Let me introduce you to our panelists, please. To my right is Rollin Chippey. Rollin is a partner in Morgan Lewis's litigation practice. ...

Strategizing Before a Negotiation

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Recorded on: Jan. 13, 2015

DOUG MACKAY: All right. Thank you all for joining us today. I am happy to introduce our three panelists for this morning. To my right is Michael Dickstein. And Michael is a full time mediator, arbitrator, and negotiation ADR teacher. Mr. Dickstein teaches negotiation and mediation at Stanford Law School, and is a former partner at Heller Ehrman. Mr. Dickstein has meditated-- meditated, I'm sure you've meditated, yes. Mediated and successfully settled ...

Mutal Funds, Closed End Funds, BDCs and ETFs

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Recorded on: Jan. 7, 2015

MARY JOAN HOENE: Great. Thank you very much, [? Willis. ?] Can everybody hear us out there? Good. So this morning, we're moving to a broadly known, but not well understood segment of the financial products market, and that is the investment company universe. And we'll be particularly focused on mutual funds because they are the most common variety that we all experience in our daily life. With me today I have the pleasure of introducing two very ...

Securitized Products

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Recorded on: Jan. 7, 2015

ROBERT RISOLEO: Welcome to day two of our program. This morning we will wrap up our examination of different types of capital markets-- financial products-- with a discussion of securitization structures, focusing mainly on non-mortgage-backed securities. But many of the principles are applicable to all types of securitizations. And I can't think of anyone better to conduct this discussion than Stuart Litwin. Stuart is a veteran of many years of ...

Derivatives Products

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Recorded on: Jan. 7, 2015

ROBERT RISOLEO: OK, welcome back. For the panel on derivatives products, I'd like to introduce two additional members of our faculty who will be joining Rebecca Simmons. Next to Rebecca is Kiye Sakai, who's a managing Director and Counsel at UBS, where she leads the Derivatives and Structured Products legal team in the Americas. This team supports all of UBS's derivatives businesses and structured products businesses. Before UBS, Kiye was a counsel ...

Featured Faculty/Authors
Jae  Kim

Jae Kim ~ Senior Vice President and General Counsel, Rambus Inc.

Lori A. Richards

Lori A. Richards ~ Chief Compliance Officer, Asset Management Unit, JP Morgan & Co

Edwin E. Smith

Edwin E. Smith ~ Morgan Lewis & Bockius LLP