Nuts & Bolts of Financial Products 2010

Overview

Recently admitted NY attorneys: This program is accredited for transitional CLE credit

Why You Should Attend

The explosion of new financial products over the past ten years, and the implosion of the credit markets in 2008, underline the importance of a basic understanding of these complex financial instruments. Increasingly complex derivative instruments, and credit derivatives in particular, may have contributed to some institutions assuming risks they did not fully understand. Bank hybrid securities, once so popular because of their tax and rating agency treatment, are now being unwound at a record pace. Exchange-traded funds, and now their competitors’ exchange-traded notes, have brought changes to the investment management industry. What role did the tax and accounting treatment of these products play in their growth, and in the crisis? What does the future hold for these products, especially in light of the significant new legislation and regulations that have been proposed?

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.

What You Will Learn

The seminar is designed as a hands-on learning tool to explain the fundamentals that you need to know when dealing with numerous and varied financial investment products. Specifically, you will learn:

• The impact of financial products on the financial markets crisis
• The future role of CDOs and similar products in the marketplace
• The historical role of hybrid products in bank capital structures, and how new regulations are changing the landscape
• The SEC’s new prospectus proposal for mutual funds
• SEC rule-making regarding exchange-traded funds
• The emergence of exchange-traded notes as an asset class
• Future prospects for the various forms of securitized products
• How derivatives work, and the reasons for some of the controversy around them
• How mutual funds and hedge funds are structured
• The role of the various regulatory agencies - existing and proposed

Who Should Attend

Attorneys involved in securities, corporate, banking and finance, and insurance law, in-house counsel, financial planners, financial advisors, bankers and accountants.

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 receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this 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. - 5:15 P.M.

Morning Session: 9:00 a.m. - 12:15 p.m.

9:00  Introduction and Opening Remarks

Clifford E. Kirsch, Robert S. Risoleo

9:15  Laying the Foundation - The Structure and Distribution of Capital Market and Investment Management Products

• Overview of the various financial products, their creation and use
• Tax, accounting and regulatory considerations
• Options, futures and swaps: a conceptual overview
• Risk management in the current regulatory environment
• Private offerings: Rule 144A and Regulation S; development of “permanently private” trading platforms
• Clearance and settlement issues
• Selected disclosure considerations: risk factors; third party disclosure; ongoing disclosure considerations
• Public offerings: registration under the Securities Act; offerings by well-known seasoned issuers

John C. Cocchiarella

10:45  Break

11:00  Mutual Funds

• Overview of the regulatory structure
• Organizational structure
• Regulatory requirements under the Investment Company Act
• Distribution channels
• Pricing and valuation issues
• Recent regulatory initiatives including prospectus reform and 12b-1 fees

Laurin Blumenthal Kleiman, Audrey C. Talley

12:15  Lunch

Afternoon Session: 1:15 p.m. - 5:15 p.m.

1:15  Hedge Funds

• New structures
• How the products compete with mutual funds
• The SEC enforcement focus
• Treatment under the Investment Company Act and the Advisers Act
• The establishment and operation of hedge funds
• The regulation of hedge funds
• FINRA considerations re: broker-dealer sales of hedge funds

Scott J. Lederman, Bruce Karpati
 
2:30  Exchange Traded Funds/Exchange Traded Notes

• Overview of market
• Economic similarities and differences between types of products
• Regulatory considerations: Investment Company Act issues, Securities Act registration, listing and trading questions, and the need for exemptive or no-action relief

W. Thomas Conner

3:30  Break

3:45  Tax and Accounting Issues

• Instruments with debt and equity characteristics
• Achieving off-balance sheet treatment
• Fair Value Accounting and its implications for financial products
• General taxation themes applicable to financial products
  - Debt vs. equity characterization
  - Avoiding entity level taxation of SPEs
  - Contingent interest and original issue discount
• Tax issues associated with exchange traded notes
• Withholding tax issues
• Registration and disclosure of tax shelters

Richard G. Larkins, Bradley McGrath

5:15  Adjourn

DAY TWO: 9:00 A.M. - 5:00 P.M.

Morning Session: 9:00 a.m. - 12:15 p.m.

9:00  Securitized Products

• Effect of the credit crisis
• Structuring techniques and transaction features
• Asset-backed commercial paper
• Credit card and other receivables financings
• New developments

Stuart M. Litwin

10:00  Capital Markets Products

• Fixed income products: CBSs, CDOs; repackaged and synthetic securities
• Equity-linked and other structured notes
• Hybrid securities
• Auction rate securities

Kenneth L. Josselyn, Richard Ostrander, Rebecca J. Simmons

11:00  Break

11:15  Capital Markets Products (Continued)

Kenneth L. Josselyn, Richard Ostrander, Rebecca J. Simmons

12:15  Lunch

Afternoon Session: 1:15 p.m. - 5:00 p.m.

1:15  Derivatives Products

• Use of swaps, collars, options, futures and forwards to hedge portfolio positions
• Special issues associated with credit derivatives
• Insolvency issues
• Documentation for derivatives
• Emerging issues

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

3:15  Break

3:30  Perspectives on Financial Products and Financial Crisis

• Risk shifting
• SPVs
• Role of rating agencies
• Pulled vehicles
• Capital relief trades

Robert L.D. Colby, Kenneth L. Josselyn, Stuart Litwin, Eric D. Roiter, Donna M. Parisi

5:00  Adjourn

Faculty

Co-Chair(s)

Clifford E. Kirsch, Sutherland
Robert S. Risoleo, Sullivan & Cromwell LLP

Speaker(s)

John C. Cocchiarella, Director and Counsel, Citi Institutional Clients Group
Robert L.D. Colby, Counsel, Davis Polk & Wardwell LLP
W. Thomas Conner, Sutherland
Kenneth L. Josselyn, Managing Director, General Counsel - Finance and Corporate, Goldman, Sachs & Co.
Bruce Karpati, Co-Chief, Asset Management Unit; Division of Enforcement, U.S. Securities and Exchange Commission
Laurin Blumenthal Kleiman, Sidley Austin LLP
Richard G. Larkins, Ernst & Young LLP
Scott J. Lederman, Managing Director, Grosvenor Capital Management, L.P.
Stuart M. Litwin, Mayer Brown LLP
Bradley McGrath, Manager, Transaction Services -- Accounting Advisory Services, KPMG, LLP
Richard A. Ostrander, Managing Director, Morgan Stanley
Donna M. Parisi, Shearman & Sterling LLP
Eric D. Roiter, Lecturer in Law, Boston University, School of Law
Kiye Sakai, Executive Director and Counsel, UBS Securities LLC
Rebecca J. Simmons, Sullivan & Cromwell LLP
Audrey C. Talley, Drinker Biddle & Reath LLP

Program Attorney(s)

Danielle T. Bersofsky, Program Attorney, 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.