Private Equity Forum 2009 (Tenth Annual)

Overview

Why You Should Attend

The current economic crisis and the state of financial markets have had a tremendous impact on private equity, leading to a huge drop off in fund raising and deal making activities. There has also been increasing regulatory and legislative focus on private equity funds and their roles in the financial markets leading to the downturn, as well as their potential roles going forward. In this environment, private equity faces a number of significant challenges as it redefines itself within the rapidly changing financial and business world.

At this program, a distinguished panel of experts will discuss the basics of the private equity practice starting with fund formation to the fundamentals of private equity investing. Experts will guide you through an array of key topics, including structuring private equity investments and private equity funds, dealing with fund sponsor issues, current regulatory, legislative and tax issues and how private equity funds are addressing issues raised by the current environment, including fund and investor liquidity issues.

What You Will Learn

This program is designed to provide an understanding of the business and legal issues relating to private equity investment.

• Legal, tax and regulatory issues for structuring a private equity fund
• Negotiating with investors: key issues
• Hear an overview of the fundamentals of buy-side and sell-side private equity investing 
• Ethical issues
• New regulatory environment and implications for private equity funds
• Liquidity issues for funds and investors

Who Should Attend

The program is designed for securities and corporate attorneys in private practice, in-house counsel, private equity or venture capital investors, principal investment professionals, investment bankers, accountants and others involved in the fundraising and financing businesses.

Special Features

Live Webcast - Simultaneous live webcast of the New York session is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.

For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

All attendees will receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment the program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

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.

Schedule

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.

Day One: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 1:00 p.m.

9:00  Introduction

Y. Kawata

FUND FORMATION BASICS:

9:15  How to Structure a Private Equity Fund

• Tax
• ERISA
• Investment Company Act
• Securities Act of 1933
• Investment Advisers Act
• Securities Exchange Act of 1934

E. Lenas, M. Masotti, E. Sopher

10:30  Networking Break

10:45  Raising a Private Equity Fund

• Governance provisions: key person and other terms
• Carried interest, management fees and fee offsets
• Clawback

J. Burleigh, B. Lieb

12:00  Ethical Issues in Private Equity

• Conflict transactions
• Competing as a principal
• Raising competing funds
• GP co-investment

L. Friedrich, C. Jacobs

1:00  Lunch

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

MERGERS & ACQUISITIONS:

2:00  Fundamentals of Private Equity Investing (Buy-Side)

• Market overview
• Approaches to closing/financing risk
   - How did we get here?
   - Where are we going?
• Fund issues for buyers
• Negotiating key contractual terms for private equity buyers

D. Allinson, J. Amorosi, J. Cattier

3:30  Networking Break

3:45  Impact of Financial Crisis on Private Equity Investing

• Effect of traditional LBO investing
• Rise of non-traditional private equity  transactions
   - Private investments in public equity securities (PIPEs)
   - Financial institution investments
   - Credit/distressed debt investments
   - Acquisitions of troubled companies (inside and outside of Chapter 11)
   - Others

D. Allinson, J. Amorosi, U. Ekman

5:00  Adjourn

Day Two: 9:00 a.m. - 12:00 p.m.

9:00  Liquidity Issues: Fund vs. Investors

• Valuation and FAS 157
• Defaults
• Secondaries

S. Breslow, P. Harris, J. Tabak

10:15  Networking Break

10:30  Implications of the New Regulatory Environment

• Regulation of private equity sponsors
• Tax initiatives
• Global developments

G. Mazin, M. Mifsud, G. Sarno

12:00  Adjourn

Faculty

Chairperson(s)

Yukako Kawata, Co-Head of Investment Management/Private Funds Group, Davis Polk & Wardwell LLP

Speaker(s)

David S. Allinson, Latham & Watkins LLP
John D. Amorosi, Davis Polk & Wardwell LLP
Stephanie R. Breslow, Co-Head of Investment Management Group, Schulte Roth & Zabel LLP
Jennifer J. Burleigh, Debevoise & Plimpton LLP
Jennifer M. Cattier, Executive Director, Chief Compliance Officer, Merchant Banking Division, Morgan Stanley
Ulrika Ekman, Managing Director, Co-Head of US Mergers & Acquisitions, Greenhill & Co.
Laura S. Friedrich, Shearman & Sterling LLP
Philip H. Harris, Skadden, Arps, Slate, Meagher & Flom LLP
Charles P. Jacobs, Nixon Peabody LLP
Elizabeth Lenas, Cleary Gottlieb Steen & Hamilton LLP
Bruce L. Lieb, Proskauer Rose LLP
Marco V. Masotti, Deputy Chair, Corporate Department, Paul, Weiss, Rifkind, Wharton & Garrison LLP
George J. Mazin, Dechert LLP
Mark Mifsud, Kirkland & Ellis International LLP
Glenn R. Sarno, Simpson Thacher & Bartlett LLP
Edward D. Sopher, Gibson, Dunn & Crutcher LLP
Jeffrey E. Tabak, Weil, Gotshal & Manges LLP

Program Attorney(s)

Lauren Esposito, Practising Law Institute

CLE Credit

Travel Information

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: res.ny@warwickhotels.com.