On-Demand Learning

Past 12 Months

Transcripts

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: So let me just give you a minute of background to set up the negotiation, the role playing that we're going to have regarding the negotiation. So we're assuming that the Tolex deal is the deal that was agreed to, and that the agreement, which is in your binder that you should all have, that's the one that we'll be negotiating. I'm representing the target company, Brand Name. And this is Ernie Wechsler. He's a partner at Kramer ...

Recorded on: Jan. 29, 2013

ELIZA W. SWANN: Good to see you all. And I apologize for going last, I guess. I know it's late on a Friday afternoon and it's probably been a long day already. My topic is disclosure matters and other SEC considerations. As you have already guessed, it's a very broad topic and a little bit unwieldy. I think to sort of manage it, what I'm going to do this year is to try to focus a little bit more on current trends and issues, things that have been ...

Recorded on: Jan. 29, 2013

RICH: Good morning. I'd like to introduce our first speaker, David Morse. He's a partner at Otterbourg. He's been representing lenders for the past 25 years. And so I guess he has something of a lender bias in practice, but he's going to try to give us a balanced presentation on financing the transaction. DAVID W. MORSE: Thank you, Rich. Yeah. That's one of things I'd like to make clear before we get going just in case it doesn't come through over ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: OK. I'm going to turn it over now to [? Jon ?] Kim who actually is my own partner at Dechert. Jon specializes his practice in M&A as well as finance transactions, leverage finance. There's a fair amount of representation of private equity markets. And he's going to address deal protections. JONATHAN C. KIM: Thanks, Rich. Good morning. I'm going to switch gears here for a little bit, and this topic will be on public M&A ...

Recorded on: Jan. 29, 2013

SUSAN DICICCO: Good morning, everyone. I'm Susan DiCicco, and with me today is Rich Marooney and Todd Marcus. Let me briefly introduce them. Rich Marooney, on my far right, is a partner in King & Spalding's Business Litigation group here in New York. He specializes in complex litigation in the financial services and energy industries. And he's head of the firm's financial services practice. And he's tried numerous cases in federal and New York ...

Recorded on: Jan. 29, 2013

RICHARD GOLDBERG: OK, we're going to get started again. Our next speaker is Eric Simonson. He's a partner at Blank Rome, has been practicing in the M and A area for a couple of decades or more. ERIC SIMONSON: Or more. RICHARD GOLDBERG: And he's been doing this program with me for quite a number of years. We put together an eclectic group of topics for Eric to talk about, all of which are important to the deal, and Eric has quite an interesting spin ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: OK, we're going to get going again. So the next speaker is yours truly. and I'm going to be addressing issues regarding negotiating of the negotiation of the purchase agreement. When you think about preparing a purchase agreement, one of the threshold questions is, who is making representations and warranties. In a cash deal, typically the seller makes most of the representations to the buyer. If the seller is taking stock of ...

Recorded on: Jan. 29, 2013

RICHARD GOLDBERG: OK, we're going to get started again. Our next speaker is Lloyd Sprung. He is the senior managing director of Evercore. He's in their restructuring and debt advisory group. This is our first time having Lloyd here. He's going to be speaking about issues regarding the financing and valuation of the transaction from an investment banker perspective. So I look forward to it. LLOYD SPRUNG: Thank you, Richard, and good afternoon everyone. ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: We're going to move into the last segment for the day, and that is the special committee meeting of the Board of Brand Name. The agenda for the meeting is in your binder, in case you care to look. And let me introduce the members of the special committee and those attending the meeting. So I'm playing the role of Robert Thompson III. I always wanted to be a third. And I'm the chair of the special committee. ERIC SIMONSON: And ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: James Walker, who is at Richards, Kibbe and Orbe, practices in internal investigations and complex commercial litigation, but also specializes in ethical issues, has been on Bar Association panels for ethics for more than 15 years, and is general counsel to his own firm, dealing with ethical issues for his own firm. And so we have the benefit of hearing his perspective on some ethical issues that come up in the M&A context. ...

Recorded on: Jan. 29, 2013

RICHARD A. GOLDBERG: We're going to get started. Our next speaker is Marilyn Sonnie. She's going to be speaking on the subject of advising the board of directors. Marilyn is a seasoned M&A practitioner at Jones Day. She's in their M&A and corporate governance groups. And she's been with us a number of times before. So we're happen to have her back. Marilyn. MARILYN W. SONNIE: Thanks. Every M&A lawyer has to know about fiduciary duties. ...

Recorded on: Jan. 29, 2013

STUART M. FINKELSTEIN: OK. I don't have Richard Goldberg to give me an introduction, so I guess I will introduce myself. I am Stu Finkelstein, a partner at Skadden Arps here in New York. Tax jockey. Tax guy. Been doing this, I was just telling somebody, going on 28 years. Which is a little scary. All at Skadden actually. The only job I've had. A couple ground rules. Not really ground rules. But here's the way I like to do these things. I think it's ...

Recorded on: Jan. 29, 2013

PRESENTER: Welcome. KELLEY PARKER: Thank you. Good morning everyone. PRESENTER: Here. KELLEY PARKER: Oh, great. PRESENTER: Press that to move your slides. And press that one to move and go back, the big green one. KELLEY PARKER: Green, OK. Thank you. So I've got an hour to cover about six topics, confidentiality agreements; letters of intent; structuring, one step versus two step; timetables; use of special committees; management's role in the ...

Recorded on: Jan. 29, 2013

KIMO S. PELUSO: Good morning, and welcome back. This is the second panel of today's program on advanced deposition techniques. This panel focuses on witness preparation for depositions, specifically the unique challenges and opportunities that arise when the witness that you're preparing for a deposition is what we refer to in this program as a VIP. That may be someone who is the CEO or other senior officer of the company that you're representing. ...

Recorded on: Jan. 28, 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, On-Line Defamation, the Latest Developments and Trends. 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 in the ...

Recorded on: Jan. 25, 2013

JOAN E. BOROS: Before I introduce the next panel, the Pension Development, I do want to say, I spoke in my opening remarks about the Taleb book about randomness and uncertainty, and building a system that applies to it and addresses it. Well, that's what Jeff and I have done. We have such spectacular faculty that even if one gets caught in Newark and can't get over here, we have a panel member that can do the whole panel by himself. But if his comrade ...

Recorded on: Jan. 25, 2013

JEFFREY PURETZ: OK, we're going to resume the program. Thank you all for getting back. Appreciate it. After the enactment of Dodd-Frank in July of 2010, a lot of the time on this program was spent on working through changes brought about by Dodd-Frank. I think that that has subsided a bit for us because some of it is kind of subsumed within the other discussions like Joan's discussion this morning of equity index products. But what continues to barrel ...

Recorded on: Jan. 25, 2013

JEFFREY S. PURETZ: OK, we're going to resume our program and take on the next panel, which will deal with regulation of variable products under the Investment Company Act. And we have a dynamic duo to present to you who, for the second consecutive year, are pairing up to present this subject. And we have Dodie Kent to my immediate right who is Vice President and Associate General Counsel at AXA Equitable Life. Dodie manages the securities legal team ...

Recorded on: Jan. 24, 2013

SPEAKER: And we move straight away into the second panel, which is the plaintiffs' perspective on data privacy and class action suits. And our speakers are Jay Edelson and Chandler Givens from Edelson McGuire, and my colleague, Rob Harrington. Jay Edelson is known to many people in the audience as one of the preeminent plaintiffs lawyers in this area. He is the founder and managing partner of Edelson McGuire, and has been lead counsel in a number ...

Recorded on: Jan. 24, 2013

IAN BALLON: OK. Why don't we get started. Our next panel is on Class Certification Issues. And we have as our speaker, my colleague Rob Harrington, who's a shareholder at Greenberg Traurig in the Los Angeles office. He also was the Chair of our firm's Product Liability and Mass Tort practice. He's successfully defended more than 75 class action cases in his career. He's also author of the bestselling book, Verdict for the Defense, which provides ...

Recorded on: Jan. 24, 2013

IAN BALLON: So our next panel is Best Practices in a Changing Data Privacy Landscape. And just to have to make sure that these experts on best practices in a changing landscape are kept on their toes, we're trying to usher them in a few moments early, pulling them out of their calls or preparation or whatever else they were doing, just to see how nimble they are in dealing with unplanned events. Great. And we've got four experts in this area for ...

Recorded on: Jan. 24, 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, Setting Your Compliance Program Agenda for 2013. 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, and, time permitting, they will be addressed. Please remember that you have access to materials for this briefing ...

Recorded on: Jan. 24, 2013

SPEAKER: So we're about ready to get started. Well, this has been a great day, and we've had some great speakers. But in many respects, we've saved the best for last. At a class action litigation conference the last word really should be from a judge, because all of the cases and everything that we do really is determined by the judge in the case. And in the area of data privacy class action litigation, there's really no better judge to speak to ...

Recorded on: Jan. 24, 2013

IAN BALLON: The first panel is focusing on understanding the science and technology of behavioral advertising and you'd be hard-pressed to find two better speakers to address that. Professor Chris Hoofnagle is the Director of the Information Privacy Program Center at the Berkeley Center for Law and Technology and a senior staff attorney at the Samuelson Law Technology and Public Policy Clinic. Chris is widely recognized as an expert on data privacy ...

Recorded on: Jan. 24, 2013

IAN BALLON: Welcome back. The next two segments are going to be combined into one. They're both presentations dealing with defense perspectives. The first part is case law and trends from a defense perspective, and the second part is the in-house counsel panel. But we thought it actually would be interesting to combine the two. So we're going to talk about the cases and the trends and intersperse the presentation with panel discussions. And for the ...