Why you should attend
An understanding of key accounting, financial and economic concepts, principles and terminology will contribute to your ability to interact with and advise your clients with their critical issues. The ability to identify and appropriately use financial and accounting information is relevant to a wide range of legal and regulatory matters for both external and in-house attorneys. Litigators and transactional attorneys alike will benefit from this practical course designed specifically for the non-accountant attorney and taught by members of the nation’s top accounting, tax and advisory firms, major alternative asset managers and investment banks and leading law firms.
Case studies will be employed throughout the program to provide you with a practical perspective on how business transactions impact financial statements and offer “hands-on” experience with performing financial ratio calculations and analysis, comparisons of different capital structures, effective use of financial statement disclosures and footnotes, legal issues and use of valuations in M&A litigation, and more.
What you will learn
- Review and refine your knowledge and understanding of foundational finance, accounting and economics terminology and principles
- Enhance your ability to “navigate” and understand the basic financial statements - the balance sheet, income statement, cash flow statement and statement of owners’ equity
- Become more familiar with “core” accounting concepts like mark-to-market/fair value accounting, cash vs. accrual accounting, impairment assessments, revenue recognition, and valuation methodologies
- Examine key corporate finance concepts, including financial ratios and analysis
- Expand your perspective on international accounting and finance considerations
Who should attend
Attorneys and allied professionals who work with financial information or business transactions, whether in litigation, M&A transactions or as in-house counsel, will all benefit from this program.
Day One: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:15 p.m.
9:00 Opening Remarks and Introduction
James J. Agar, Ewa Knapik, Dana G. McFerran
9:15 Overview of Relevant Accounting Frameworks and Sources of Information
- Accounting standards - U.S. Generally Accepted Accounting Principles (GAAP), International Financial Reporting Standards (IFRS), convergence and more
- SEC-registered and public company vs. private company accounting and reporting
- Other sources and uses of “financial” information
- Accounting vs. auditing – auditors’ responsibilities and levels of assurance
Bradley McGrath, Mark S. Radke
10:15 Networking Break
10:30 A Look at Financial Statements
- Overview of the accounting process, roles and responsibilities, including an overview of internal financial reporting and accounting
- Overview and use of basic financial statements
- Select core accounting concepts, including:
- Cash vs. accrual accounting
- Fair value and mark-to-market
- Capital vs. operating
- Overview of the audit process, types of reports, roles and responsibilities of auditors and management
- Common-size statements, ratio analysis and trending analysis, including frequently used financial terms
Seymour Jones, Theodore Martens
12:15 Lunch Break
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30 Capital Structure
- Introduction and overview of capital structure (including definitions and key drivers)
- Common corporate transactions
- Financing options - debt, equity, hybrids, and derivatives
- Sources of funding
- Select analytics (including weighted average cost of capital (WACC), leverage ratios, and financial flexibility, including the importance of maturities and liquidity)
Shaan Elbaum, Christopher Rhodes
2:30 Practical Elements of Finance
- Introduction to:
- Discounted cash flow (DCF)
- Net present value (NPV)
- Internal rate of return (IRR)
- Discount rate
- Economic modeling
- Supply and demand
- Market structure/definition
- Relationships between incentives, risk and interest rates
Peter Quies, Dubravka Tosic
3:45 Networking Break
4:00 Closing Business Transactions
- A detailed look at negotiation
- How to divide-and-conquer when working with an investment bank
- Common stumbling blocks to closing transactions
- Examination of “fringe” deal issues that often create transaction friction
- Non-disclosure agreements from the banker’s perspective
- Letters of intent
- Mechanics of closing
- Working capital adjustments
- Closing integration
Michael Goodman, Kenneth M. Harrell
Day Two: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:00 p.m.
9:00 Solvency, Restructuring and Bankruptcy
- Market overview
- “Going concern” analysis indicators, including:
• Restructuring options and process:
- Operational restructuring
- Financial restructuring
- Exit the business
- The importance of liquidity
- Cash flow forecasting
- Looking forward
Richard J. Bernard, Theron A. Taggert
10:15 Networking Break
10:30 Valuation Application and Methodologies
- Introduction to valuation methodologies, including cost, income and market approaches
- M&A activities, business dissolution, and ownership settlement issues
- Financial reporting, including purchase price allocations, impairment testing, mark-to-market accounting and fair value accounting
- Tax implications, including:
- Planning and structuring
- Family wealth and estate planning
- Transfer pricing
- Fixed assets, collateral, insurance
- Application and types of analyses, including litigation models, damage calculations, lost profits, intellectual
property, royalty rates and pricing
- Insights on how to interpret and analyze valuation reports
Philip J. Antoon, Jeffrey L. Rothschild
12:00 Lunch Break
Afternoon Session: 1:00 p.m. - 5:00 p.m.
1:00 Integrated Performance Management
- Introduction to key performance management metrics and concepts, including:
- Gross margin (GM) and contribution margin
- Cost of goods sold (COGS) categories and concepts
- Profitability and operational ratio analysis
- Budgets, forecasts and pro forma analysis
- Overview of common expense structures, including fixed and variable items
- Inventory costing options and impact on profitability and comparability
2:30 Networking Break
2:45 Working With the General Counsel’s Office
- The role of the general counsel’s office in business transactions
- Managing relationships with business offices
- Identifying and mitigating risk
- Implementing and ensuring adherence to corporate governance, risk and compliance policies
- Ensuring compliance with regulatory requirements: SEC, federal, state and international
- Advising senior management and boards of directors
Theodore J. Collins, John C. Grugan
3:45 Fraud, Regulatory Focus and the “Dark Side” of Performance Management
- Ethical challenges associated with performance management
- Fraud definition, schemes, and recent trends/developments
- How fraud schemes impact financial statements
- Internal controls, fraud awareness/prevention and governance
- Current regulatory and market factors, including anti-corruption efforts/Foreign Corrupt Practices Act
(FCPA) and antitrust
- Investigations overview
Dan Dooley, Carmen J. Lawrence
~ Director, Advisory Forensic Services, PwC
~ Clinical Professor of Accounting, New York University
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: email@example.com.
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state 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.
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.