Seminar  Seminar

Understanding Financial Products 2014


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Why you should attend

The explosion of new financial products over the decade leading up to the financial crisis, the implosion of the credit markets in 2008, and the resulting significant new regulatory requirements underline the importance of a basic understanding of financial products. While these instruments have been, in the view of many, invaluable investment tools, and have presented enormous potential for product manufacturers and investors, they also create potentially significant legal risks and challenges for their promoters, users, legal counsel and regulators. This seminar is designed as a hands-on learning tool to explain the fundamentals that you need to know when dealing with the more common financial investment products in the marketplace today. It also offers valuable ethics credit.

What you will learn

  • Learn how mutual funds, exchange-traded funds (ETFs) and other investment companies are structured and distributed
  • Explore how hedge funds and other private funds are structured and operated following the controversial JOBS Act and in light of government enforcement agencies’ efforts surrounding them
  • Evaluate universal life insurance, variable insurance products, guarantees and life settlements
  • Discuss the increasingly popular BDC, business development companies
  • Understand the effects of the financial crisis on securitized products
  • Consider the mortgage market since the financial crisis, including the past, present and future roles of Fannie Mae, Freddie Mac and the FHA, and the emergence of covered bonds as a financial product class
  • Gain insight into the use of derivatives – swaps, collars, options, futures and forwards – to hedge portfolio positions
  • Consider the special responsibilities of counsel involved in structuring and marketing financial products

Who should attend

Attorneys at all levels who are involved in securities, corporate, banking and finance, and insurance law, and in-house counsel, financial planners, financial advisers, bankers, accountants and regulators.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Day One: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:45 p.m.

9:00 Introduction and Welcome

9:15 Laying the Foundation - Financial Product Fundamentals

  • Overview of the various financial products, their creation and use
  • Changing landscape for financial products under Dodd-Frank
  • Risk management in the current regulatory environment
  • Public and private offerings of financial products
  • Rule 144A and other private offerings
  • Special considerations for asset-backed securities
  • Selected disclosure considerations: risk factors; third-party disclosure; ongoing disclosure considerations

Gary M. Brown, Robert S. Risoleo, Rebecca J. Simmons

11:00 Networking Break

11:15 Derivatives Products

  • Documentation for derivatives
  • Impact of Dodd-Frank: swap trading, clearing and trade reporting
  • Special issues associated with credit derivatives
  • Insolvency issues

Donna M. Parisi, Kiye Sakai, Rebecca J. Simmons

12:45 Lunch

Afternoon Session: 2:00 p.m. - 5:00 p.m.

2:00 Capital Markets Products

  • Structured derivatives
  • High-yield bonds
  • Life settlements
  • Role of indenture trustee
  • What happens when defaults occur; credit crisis litigation

Gary M. Brown, Avinash Ganatra, Kenneth L. Josselyn

3:45 Networking Break

4:00 Mortgage-Related Products and CDOs

  • The mortgage market post-financial crisis
  • Roles of Fannie Mae, Freddie Mac and the FHA
  • Future of mortgage-backed securities
  • Anatomy of a collateralized debt obligation (CDO)
  • Current developments in hybrid bank capital instruments

Rebecca J. Simmons

5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:00 p.m.

9:00 Securitized Products and Tax Considerations

  • Structuring techniques and transaction features
  • Changes in the market since the financial crisis
  • Regulatory and legislative developments
  • Status of traditional and new asset classes
  • The future of structured finance
  • Considerations under the Investment Company Act
  • Tax treatment of flow-through entities and other financial products
  • Tax reform and other anticipated regulatory initiatives

Richard G. Larkins, Stuart M. Litwin

10:15 Networking Break

10:30 Mutual Funds, Closed-End Funds, BDCs and ETFs

  • Mutual funds and other investment companies
  • Overview of the regulatory structure
  • Dodd-Frank; impact of CFTC regulation of commodity pools and advisers
  • Organizational structure
  • Regulatory requirements under the Investment Company Act
  • Closed-end funds and business development companies
  • ETFs

W. Thomas Conner, Maria Gattuso, Mary Joan Hoene, Laurin Blumenthal Kleiman

12:00 Lunch

Afternoon Session: 1:00 p.m. - 5:00 p.m.

1:00 Variable Insurance Products, Distribution, and Current Developments

  • Variable life and annuity products, guarantees and life settlements
  • Distribution channels
  • Money market funds update
  • Other developments

W. Thomas Conner, Mary Joan Hoene, Tram Nguyen, Frank C. Poli

2:30 Networking Break

2:45 Hedge Funds and Other Private Funds

  • The establishment and operation of hedge funds
  • New structures
  • Private equity, venture capital and secondary funds
  • Regulation of private funds – adviser registration and reporting after Dodd-Frank
  • How the products compete with mutual funds; registered hedge fund-of-funds
  • SEC examination and enforcement focus
  • FINRA considerations re: broker-dealer sales of private funds; hedge fund marketing
  • JOBS Act implications

Scott J. Lederman, Tram Nguyen

4:00 Ethical Challenges - Lawyers as Gatekeepers

  • Special responsibilities of counsel: delivery of legal opinions, responses to auditors and attorney reporting requirements, CLO reporting, attorneys as whistleblowers, responsibilities of government lawyers
  • Rating agency perspectives
  • FINRA’s new suitability and know your customer rules
  • Anticipated rulemaking re: broker-dealer and investment adviser uniform standard of care

Karen J. Shimp

5:00 Adjourn

Co-Chair(s)
Mary Joan Hoene ~ Carter Ledyard & Milburn LLP
Robert S. Risoleo ~ Sullivan & Cromwell LLP
Speaker(s)
Gary M. Brown ~ Chief Executive Officer, CMG Life Services Inc.
W. Thomas Conner ~ Partner, Reed Smith
Avinash V Ganatra ~ Partner, Carter Ledyard & Milburn LLP
Maria R. Gattuso ~ Willkie Farr & Gallagher LLP
Kenneth L. Josselyn ~ Managing Director, General Counsel-Finance & Corporate, Goldman, Sachs & Co.
Laurin Blumenthal Kleiman ~ Sidley Austin LLP
Stuart M. Litwin ~ Mayer Brown LLP
Tram N. Nguyen ~ Branch Chief, Investment Advisor Regulation Office, U.S. Securities and Exchange Commission, Investment Advisor Regulation Office
Donna M. Parisi ~ Shearman & Sterling LLP
Frank C. Poli ~ Cohen &Steers, Inc.
Kiye Sakai ~ Managing Director and Counsel, UBS Securities LLC
Karen J Shimp ~ US Securities and Exchange Commission
Rebecca J. Simmons ~ Sullivan & Cromwell LLP
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. Message Center, program days only: (212) 824-5733.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036.  Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute.  You can also book online at https://gc.synxis.com/rez.aspx?Hotel=26750&Chain=10179&promo=PRLW.

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569.  When calling, please mention Practising Law Institute.  You can also book online at https://gc.synxis.com/rez.aspx?Hotel=11533&Chain=5303&promo=PLAW.

PLI programs qualify for credit in all states that require mandatory continuing legal education for attorneys. Please be sure to check with your state and the credit calculator to the right for details.


Please check the CLE Calculator above each product description for CLE information specific to your state.

Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys.  All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.

Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.

This is a webcast of the live New York session.

Why you should attend

The explosion of new financial products over the decade leading up to the financial crisis, the implosion of the credit markets in 2008, and the resulting significant new regulatory requirements underline the importance of a basic understanding of financial products. While these instruments have been, in the view of many, invaluable investment tools, and have presented enormous potential for product manufacturers and investors, they also create potentially significant legal risks and challenges for their promoters, users, legal counsel and regulators. This seminar is designed as a hands-on learning tool to explain the fundamentals that you need to know when dealing with the more common financial investment products in the marketplace today. It also offers valuable ethics credit.

What you will learn

  • Learn how mutual funds, exchange-traded funds (ETFs) and other investment companies are structured and distributed
  • Explore how hedge funds and other private funds are structured and operated following the controversial JOBS Act and in light of government enforcement agencies’ efforts surrounding them
  • Evaluate universal life insurance, variable insurance products, guarantees and life settlements
  • Discuss the increasingly popular BDC, business development companies
  • Understand the effects of the financial crisis on securitized products
  • Consider the mortgage market since the financial crisis, including the past, present and future roles of Fannie Mae, Freddie Mac and the FHA, and the emergence of covered bonds as a financial product class
  • Gain insight into the use of derivatives – swaps, collars, options, futures and forwards – to hedge portfolio positions
  • Consider the special responsibilities of counsel involved in structuring and marketing financial products

Who should attend

Attorneys at all levels who are involved in securities, corporate, banking and finance, and insurance law, and in-house counsel, financial planners, financial advisers, bankers, accountants and regulators.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

All times are E.S.T.

DAY ONE: 9:00 a.m. - 5:00 p.m.  (E.S.T.)

Morning Session: 9:00 a.m. - 12:45 p.m.  (E.S.T.)


9:00 Introduction and Welcome

9:15 Laying the Foundation - Financial Product Fundamentals

  • Overview of the various financial products, their creation and use
  • Changing landscape for financial products under Dodd-Frank
  • Risk management in the current regulatory environment
  • Public and private offerings of financial products
  • Rule 144A and other private offerings
  • Special considerations for asset-backed securities
  • Selected disclosure considerations: risk factors; third-party disclosure; ongoing disclosure considerations

Gary M. Brown, Robert S. Risoleo, Rebecca J. Simmons

11:00 Networking Break

11:15 Derivatives Products

  • Documentation for derivatives
  • Impact of Dodd-Frank: swap trading, clearing and trade reporting
  • Special issues associated with credit derivatives
  • Insolvency issues

Donna M. Parisi, Kiye Sakai, Rebecca J. Simmons

12:45 Lunch

Afternoon Session: 2:00 p.m. - 5:00 p.m.

2:00 Capital Markets Products

  • Structured derivatives
  • High-yield bonds
  • Life settlements
  • Role of indenture trustee
  • What happens when defaults occur; credit crisis litigation

Gary M. Brown, Avinash Ganatra, Kenneth L. Josselyn

3:45 Networking Break

4:00 Mortgage-Related Products and CDOs

  • The mortgage market post-financial crisis
  • Roles of Fannie Mae, Freddie Mac and the FHA
  • Future of mortgage-backed securities
  • Anatomy of a collateralized debt obligation (CDO)
  • Current developments in hybrid bank capital instruments

Rebecca J. Simmons

5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:00 p.m.

9:00 Securitized Products and Tax Considerations

  • Structuring techniques and transaction features
  • Changes in the market since the financial crisis
  • Regulatory and legislative developments
  • Status of traditional and new asset classes
  • The future of structured finance
  • Considerations under the Investment Company Act
  • Tax treatment of flow-through entities and other financial products
  • Tax reform and other anticipated regulatory initiatives

Richard G. Larkins, Stuart M. Litwin

10:15 Networking Break

10:30 Mutual Funds, Closed-End Funds, BDCs and ETFs

  • Mutual funds and other investment companies
  • Overview of the regulatory structure
  • Dodd-Frank; impact of CFTC regulation of commodity pools and advisers
  • Organizational structure
  • Regulatory requirements under the Investment Company Act
  • Closed-end funds and business development companies
  • ETFs

W. Thomas Conner, Maria Gattuso, Mary Joan Hoene, Laurin Blumenthal Kleiman

12:00 Lunch

Afternoon Session: 1:00 p.m. - 5:00 p.m.

1:00 Variable Insurance Products, Distribution, and Current Developments

  • Variable life and annuity products, guarantees and life settlements
  • Distribution channels
  • Money market funds update
  • Other developments

W. Thomas Conner, Mary Joan Hoene, Tram Nguyen, Frank C. Poli

2:30 Networking Break

2:45 Hedge Funds and Other Private Funds

  • The establishment and operation of hedge funds
  • New structures
  • Private equity, venture capital and secondary funds
  • Regulation of private funds – adviser registration and reporting after Dodd-Frank
  • How the products compete with mutual funds; registered hedge fund-of-funds
  • SEC examination and enforcement focus
  • FINRA considerations re: broker-dealer sales of private funds; hedge fund marketing
  • JOBS Act implications

Scott J. Lederman, Tram Nguyen

4:00 Ethical Challenges - Lawyers as Gatekeepers

  • Special responsibilities of counsel: delivery of legal opinions, responses to auditors and attorney reporting requirements, CLO reporting, attorneys as whistleblowers, responsibilities of government lawyers
  • Rating agency perspectives
  • FINRA’s new suitability and know your customer rules
  • Anticipated rulemaking re: broker-dealer and investment adviser uniform standard of care

Karen J. Shimp

5:00 Adjourn

Co-Chair(s)
Mary Joan Hoene ~ Carter Ledyard & Milburn LLP
Robert S. Risoleo ~ Sullivan & Cromwell LLP
Speaker(s)
Gary M. Brown ~ Chief Executive Officer, CMG Life Services Inc.
W. Thomas Conner ~ Partner, Reed Smith
Avinash V Ganatra ~ Partner, Carter Ledyard & Milburn LLP
Maria R. Gattuso ~ Willkie Farr & Gallagher LLP
Kenneth L. Josselyn ~ Managing Director, General Counsel-Finance & Corporate, Goldman, Sachs & Co.
Laurin Blumenthal Kleiman ~ Sidley Austin LLP
Stuart M. Litwin ~ Mayer Brown LLP
Tram N. Nguyen ~ Branch Chief, Investment Advisor Regulation Office, U.S. Securities and Exchange Commission, Investment Advisor Regulation Office
Donna M. Parisi ~ Shearman & Sterling LLP
Frank C. Poli ~ Cohen &Steers, Inc.
Kiye Sakai ~ Managing Director and Counsel, UBS Securities LLC
Karen J Shimp ~ US Securities and Exchange Commission
Rebecca J. Simmons ~ Sullivan & Cromwell LLP
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.

PLI's Live Webcasts are approved for MCLE credit (unless otherwise noted in the product description) in the following states/territories:  Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York2, Ohio3, Oklahoma, Oregon*, Pennsylvania4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.

*PLI will apply for credit upon request.

Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.

Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.

 

1Indiana: Considered a distance education course. There is a 6 credit limit per year.

2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video programs or live webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.

3Ohio: To confirm that the live webcast has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per biennial compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.

4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.

5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.


Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.

Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

Related Items

On-Demand  On-Demand Programs

Understanding Financial Products 2013 Jan. 22, 2013

Handbook  Course Handbook Archive

Understanding Financial Products 2014  
Understanding Financial Products 2013 Clifford E. Kirsch, Sutherland
Robert S. Risoleo, Sullivan & Cromwell LLP
 
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