On-Demand Learning

Transcripts

Recorded on: Feb. 26, 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, "Making Sense of the New HIPAA/HITECH Era." 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 program ...

Recorded on: Feb. 25, 2013

LAUREN E. NOCHTA: It is now my pleasure to introduce you to the chair of today's program, PauL Shim. Mr. Shim is a partner based in the New York office of Cleary, Gottlieb, Steen and Hamilton. Mr. Shim's practice focuses on public and private merger and acquisition transactions. He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards. Ladies and gentlemen, Paul Shim. PAUL ...

Recorded on: Feb. 25, 2013

PAUL CHAN: So for our second panel we're going to do a deep dive into the design of the spin-off transaction, in light of the very subjectives that people have, that you just heard about. And the related securities law, accounting, and tax considerations that people to take into account. So for this panel I'm pleased to introduce Nicole Pinder, Eric Schiele, and Eiko Stange. I hope I got that right, Eiko? T. EIKO STANGE: Yeah. PAUL CHAN: Thank ...

Recorded on: Feb. 25, 2013

PAUL J. SHIM: So welcome back. Hope everyone enjoyed a brief break. Now that we've discussed the decision to affect the spin off as well as the parameters that go into the architectural design, we're now going to go into the nitty-gritty of actually carrying the spin off out and pulling it off. For this panel I'm pleased to be joined by Howard Adler of Clifford Chance and my Cleary Gottlieb colleague, Daniel Ilan, who's filling in today for Russ Binns, ...

Recorded on: Feb. 22, 2013

CLIFFORD E. KIRSCH: Welcome back everyone. And we're ready with our next panel. As I said at the outset of the program, more and more people-- lawyers, compliance officers, [? at ?] broker dealers, and advisers-- are being asked to deal with cross border issues. I think it's a natural consequence from where the business is going. And I've asked a real expert in this area, Christopher Christian, who works very, very closely with these issues and counsels ...

Recorded on: Feb. 22, 2013

CLIFFORD KIRSCH: Great. All righty, welcome back. And Anna gave the lead-in for this session. Our next panel is going to look at advertising developments. And as I said at the outset, we wanted to spend an hour working through the material here, because there really are very, very significant changes both on the broker-dealer side and the adviser side. And I have a great panel to walk us through, Stephanie Nicolas and Jesse Kanach. Stephanie is a ...

Recorded on: Feb. 22, 2013

ANNA T. PINEDO: So as Cliff mentioned, we're going to spend this hour talking about complex products and, indeed, complex products have become the most important issue for FINRA from a prudential and an enforcement perspective and have been for some time. And largely that's been as a result of concerns that emerged during the financial crisis, that investors who purchased particular products didn't necessarily understand all of the risks associated ...

Recorded on: Feb. 22, 2013

AMY TAUB: Hello. My name is Amy Taub. And I am a Program Attorney with PLI. I would like to welcome you to today's briefing. Third party litigation finance, what is it and what are its implications? 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 ...

Recorded on: Feb. 21, 2013

DOREEN ODOM: It is now my pleasure to introduce you to the chair of today's program, Pamela A. Mann. Pamela Mann is chair of the Tax Exempt Organizations Group in the firm of Carter, Ledyard & Milburn, LLP, with a practice concentrated in the representation of tax exempt organizations. From 1996 to December, 2012, she was Principal in the Mann Legal Group LLC, a boutique law firm serving tax exempt organizations. From 1985 to 1995, Ms. Mann was ...

Recorded on: Feb. 21, 2013

BETH OTTEN: Thank you, Pamela. Welcome everybody. And I want to thank Pamela, who has done work with Planned Parenthood in the past. So that's where I had the pleasure of meeting her. As Pamela said, I'm going to talk to about governance. And I'm also going to cover special issues that have to do with Executive Order 38, which has to do with executive compensation and limitations on administrative expenses for state funded organizations in New York. So ...

Recorded on: Feb. 21, 2013

PAMELA A. MANN: OK. Break's over. I am very happy to introduce our next speaker, Dave Shevlin, who is a partner and the head of the Exempt Organizations Group at Simpson Thatcher & Bartlett in New York City. He has been with Simpson Thatcher for a number of years, where he advises a variety of international and domestic exempt organizations, including "Friends of" organizations and all forms of private foundations and public charities. He ...

Recorded on: Feb. 21, 2013

PAMELA A. MANN: Hello, everyone and welcome to the afternoon session of our PLI conference on Nonprofit Organizations. I'm very pleased to introduce at this time my colleague, Anne Gerson. She represents and counsels tax exempt organizations on a wide variety of matters, including formation and choice of entity form, corporate governance, and fiduciary issues, and establishment and preservation of tax exempt status. She frequently provides guidance ...

Recorded on: Feb. 21, 2013

PAMELA MANN: Our last speaker today is Sean Delaney. Sean Delaney is the executive director of the Lawyers Alliance of New York, the leading provider of pro bono business legal services to community development organizations and other nonprofit groups in New York City. From 1997 to 1999, Mr. Delaney served as the legal director of the Lawyers Alliance. Prior to his work with Lawyers Alliance, Mr. Delaney served as the chief of the charities bureau ...

Recorded on: Feb. 21, 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 One: The Federal Reserve's Proposed Prudential Regulations for Foreign Banks. Before I 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 ...

Recorded on: Feb. 20, 2013

ALAN L. BELLER: --which is, is the "new look" compensation committee the same as the "old look" compensation committee? I think the answer to that is no. Though I would note that Floyd left you with the thought that maybe the "New Look" compensation Committee is producing the same results as the "Old Look" compensation Committee. But we can, maybe, talk about that. I want to introduce our three distinguished ...

Recorded on: Feb. 20, 2013

ALAN L. BELLER: Now for what I always think of as the most exciting subject of the day, which is why we do it immediately after lunch, which is auditing and accounting, continuing evolution in auditing and accounting. And the group that's up her to help us to go through our agenda is on my immediate right, Jack Ciesielski, who is the owner of RG Associates, which is an investment research and portfolio management firm in Baltimore. And Jack is the ...

Recorded on: Feb. 20, 2013

ALAN L. BELLER: When this program started, I don't think we had a panel of Delaware law. But it's become an increasingly important part of the governance and corporate and, indeed, securities scene. And so this year's panel is appropriately titled, "The Increasing Impact of Delaware law, a Sampler." And to take us through the sample, we have three, again, distinguished panelists. On my immediate right is Mark Gentile, who was a partner ...

Recorded on: Feb. 20, 2013

DAVID M. BECKER: OK. Once again, we've acquiesced in the cheap trick of having the ethics panel last in order to keep people here. And let me tell you who we have. To my right-- always to my right-- is Bill Baker, a partner at Latham & Watkins and before that, 15 years in the enforcement division of the SEC. And to his right is Rob Khuzami, who is presently unemployed, which is appropriate, and before that, served as Director of the Division ...

Recorded on: Feb. 19, 2013

JOSHUA STEIN: OK, thanks for returning after the break, everyone. Our next speaker is Guy Dempsey who is going to speak about derivatives, specifically interest rate caps and swaps as used in commercial real estate transactions. These features do appear in deal after deal after deal. And we all kind of look at them from a real estate perspective. Guy is an expert on derivatives from the perspective of how they're structured, how you set them up, ...

Recorded on: Feb. 19, 2013

JOSHUA STEIN: OK, thank you everybody, for coming back for the afternoon session. I shouldn't touch the microphone. Sorry about that. That's to wake everybody up. I'm going to be speaking about ground leases because ground leases are a very common ownership structure, particularly in New York, California, Florida, Texas, Maryland, and a few other places, perhaps everywhere. They come up again and again, and a certain set of issues keep coming up again ...

Recorded on: Feb. 19, 2013

JOSHUA STEIN: It needs to be cleaned up. On that note, we are going to turn to nondisturbance issues, and issues of how mortgagees look at space leases. And our speaker is Andrea Ascher, who was actually-- weren't you on the very first panel in '97 that I chaired for PLI? And I'm very happy to welcome Andrea back. She is a partner in the New York office of what used to be Schoeman, Updike, and Kaufman, but is now Schoeman, Updike, Kaufman, Stern, ...

Recorded on: Feb. 19, 2013

JOSHUA STEIN: Ok we're in the final lap for the day. And thank you for coming back for that final lap. We are turning now to the closing process for loans. The due diligence and loan documentation process. And I've asked Jim Carolan to focus on how loan documents work, where some of the problems are, and how you can mess up a commercial loan transaction. He added the concept of rescuing the commercial loan transaction. But that's OK. Jim heads the ...

Recorded on: Feb. 19, 2013

JOSHUA STEIN: Good morning, everybody. We are reconvening for day two. We're going to focus for the first hour on-- actually it's an hour and 15 minute slot focusing on multiple lender issues. We're going to start off with Mezzanine loans and inter-creditor issues, and then move to A/B loans, Junior/Senior participations. For this segment we are fortunate to have two leading real estate lawyers from New York City and nationally. Our first speaker ...

Recorded on: Feb. 19, 2013

JOSHUA STEIN: OK, we're going to conclude the program today with about an hour on legal ethics. We're pleased to have Pery Krinsky speaking on legal ethics. His practice is devoted exclusively to attorney ethics matters as well as art law ethics, litigation, representing law school students before the committees on character and fitness. And he's chair of the Ethics Committee of the Entertainment, Arts, and Sports Law section of the state bar association. ...

Recorded on: Feb. 19, 2013

JOSHUA STEIN: Our next topic's going to be how a borrower negotiates loan documents. Our speaker is Andy Herz. Andy is a partner at Patterson, Belknap, Webb, and Tyler here in New York City, member of the American College of Real Estate Lawyers, and a lawyer listed in the Best Lawyers in America. Chambers described Andy as quote, "an incredible leasing lawyer, probably the best in the city in terms of leasing. He's not bad on loan documents, ...