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Blockchain Technology, Smart Code, and Smart Contracts: Issues and Risks

One-Hour Briefing  One-Hour Briefing

Many people know that bitcoin is based on blockchain technology, but fewer understand how the underlying technology is being applied to a much broader range of commercial and business functions. Most of these applications involve the use of smart code and smart contracts.    In this One-Hour Briefing, Mark W. Rasmussen and James A. Cox of Jones Day will explore the following topics: What are smart code and smart contracts and ...

Select Concepts in Drafting Contracts: Analyzing Ambiguities and Contract Boilerplate

On-Demand Web Programs  On-Demand Web Programs    Web Segment  Web Segment    MP3 Audio  Audio Download (MP3)    MP4 - Mobile Video Seg  Video Download (MP4)    

Released on: Oct. 26, 2018

The reduction to writing of an agreed-upon understanding among parties can sometimes be viewed as a cursory step in formalizing a business relationship. Yet the manner in which concepts are expressed on a page is often as important as the concepts themselves. Solid contract-drafting skills are therefore essential tools to any professional who deals with transactions or business relationships. Unfortunately, although contract counterparties might have ...

Basic Concepts

MP4 - Mobile Video Seg  Video Download (MP4)    Web Segment  Web Segment    MP3 Audio  Audio Download (MP3)    

Recorded on: Oct. 29, 2018

Taken from the Web Program Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider Recorded October 2018 in PLI Studios Basic Concepts [01:22:39] Presentation Material Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider Vincent R. Martorana

Securities Filings 2018: Practical Guidance in a Changing Environment

On-Demand Web Programs  On-Demand Web Programs    Web Segment  Web Segment    MP3 Audio  Audio Download (MP3)    MP4 - Mobile Video Seg  Video Download (MP4)    

From the program: Securities Filings 2018: Practical Guidance in a Changing Environment

Released on: Aug. 24, 2018

This popular two-day program will analyze in detail the forms used for filings with the SEC under the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), with particular emphasis on the mechanics of and timing for assembling particular filings. Each segment of the program will incorporate practical tips and/or interactive drafting exercises. Ethics credit and recent legislation ...

Ethical Dilemmas in Preparation and Review of SEC Filings

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN V. BERNARD: So, we're going to welcome up to the dais up here our final speaker of our program. Coming up now is Chuck Walker. Chuck's a partner at Skad Arps in Washington, DC, where he's co-chair of the litigation group. Chuck, how are you? CHARLES F. WALKER: Good. STEVEN V. BERNARD: Good to see you. CHARLES F. WALKER: Good to see you. STEVEN V. BERNARD: He rejoined Skadden after serving as a securities commissioner for the state of Delaware ...

SEC Filings: MD&A and the Annual Report to Shareholders

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN BERNARD: So as we continue to go through our 34 Act Disclosure Documents, we're going to move next to the Annual Report to Shareholders, not to be confused with the Annual Report on Form 10-K, with particular emphasis on MD&A. And, as we go through the presentation, I think you should ask yourself, are you qualified to review and comment on MD&A if you don't have a working knowledge of financial accounting? So, think about that. We'll circle ...

Current Issues in Securities Practice

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN BERNARD: OK. Welcome back, everyone. We're going to go ahead and get started. This is the part of the program we refer to as our current issues segment. For about the next hour and 15 minutes or so, we're going to be talking about current issues, things which have come up in the last 12 months. We give this program every year. So it's things which come up in the last 12 months, maybe developments in earlier things, how that's developed over ...

Current Report on Securities Filing Form 8-K

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN BERNARD: OK. We're going to go ahead and get started. Welcome back. So as I said at the outset of the program, throughout the remainder of the program we're going to be fortunate to have speakers join us to speak on the various topics. And with that, I want to introduce the newest member of our panel. To my left is Lillian Brown. Lillian's a partner at Wilmer Cutler in Washington, DC. She joined the firm in 2013 after having worked at the ...

Filings Under the ’34 Securities Act

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN BERNARD: While we're getting set up here, I'd like to introduce the newest member of our panel. It's my pleasure. I love seeing Keir each year. So to my left is Keir Gumbs. Keir's a partner in the corporate securities practice at Covington & Burling in Washington, DC. He started his career at the SEC, where he served for six years, first as a staff attorney, later as special counsel at the Office of Chief Counsel in the Division of Corporate ...

Securities Filings in M&A Transactions

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN V. BERNARD: Welcome back. So we're going to move on to our next topic, and for that, let me introduce Bill Chudd. Bill is a partner at Davis Polk here in New York in the Corporate Department, concentrating in mergers and acquisitions, joint ventures, and related matters, and we welcome him. Bill is going to talk about the issuances of securities in M&A transactions. And as we're going through it, why don't you consider this. Hey, when we're ...

Deconstructing the Registration Statement; the Securities Regulatory Process

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN BERNARD: Thank you Willis, and good morning, everyone. Welcome to our second day of securities filings program. As we said yesterday, today we're going to focus predominantly on 33 Act filings. That's a bit of a misnomer, because when we hear about the SEC review process, obviously that cuts across 33 Act and 34 Act filings. And a lot of things we'll talk about will have applicability to 34 Act filings as well. For example, when we talk about ...

SEC Filings: Proxy Statements

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN V. BERNARD: OK, let's go ahead and get started. So now we're going to move on to the last of our 34 Act filings, the proxy statement. And first, I would like to introduce the newest member of our panel. To my left is Mark Borges, Mark another veteran of the program. He's a principal with Compensia, a management consulting firm providing executive compensation advisory services to comp committees and senior management and knowledge-based companies. ...

The Disclosure Cycle and Related Securities Filings

Transcripts  Transcripts    

Recorded on: Aug. 21, 2018

STEVEN BERNARD: OK, let's go ahead and get started. So Keir's presentation was a good intro to what we're going to do next, because we're going to talk about the duty to disclose. And then we're going to go through that quarterly earnings cycle and touch on the earnings release and the 10-Q, and then we'll round out with the 10-K and then break for lunch. So I got a phone call not too long ago from a CEO. And the CEO called and said, "Steve, Steve. ...

Optimizing Your Contract Management Processes

On-Demand Web Briefing  On-Demand One-Hour Briefing    MP3 Audio  Audio Download (MP3)    

From the program: Optimizing Your Contract Management Processes

Released on: Jul. 23, 2018

This briefing does not offer credit for any jurisdiction. Optimizing Your Contract Management Processes Presented in cooperation with ACC, this free presentation will include a panel of seasoned attorney legal operations professionals and a leading alternative legal services provider.  The presentation is designed for in-house counsel and legal operations professionals who manage and negotiate contracts and want to demonstrate the value of ...

Corporate Whistleblowing in 2018

On-Demand Web Programs  On-Demand Web Programs    

From the program: Corporate Whistleblowing in 2018

Released on: Jul. 3, 2018

This program will offer expert insights into recent whistleblower developments that have shaped the current risk landscape in this rapidly evolving area.  Leading whistleblower law experts, including current and former regulators, will provide in-depth perspectives on recent regulatory and legal developments, including the current and future direction of the federal whistleblower bounty and protection programs, what to expect in regulatory enforcement ...

Drafting and Negotiating Corporate Agreements 2018 (San Francisco)

On-Demand Web Programs  On-Demand Web Programs    Web Segment  Web Segment    MP3 Audio  Audio Download (MP3)    MP4 - Mobile Video Seg  Video Download (MP4)    

From the program: Drafting and Negotiating Corporate Agreements 2018

Released on: Feb. 19, 2018

Learn the basics of drafting and negotiating corporate agreements — from how the provisions of an agreement fit together, to the fundamental drafting and negotiating principles common to all corporate agreements. Our expert faculty will teach you how to reduce your client’s goals to a complete, clearly written and enforceable agreement, and how to identify what issues are most likely to come up in a negotiation of that agreement. You will ...

Acquisition Agreements (SF)

Transcripts  Transcripts    

Recorded on: Feb. 15, 2018

MARTIN A. WELLINGTON: So Michael, again, is sort of, I guess, our cohort in terms of how long we've all been practicing together. And Michael and I have done a lot of deals opposite each other over the years. Michael's practice is predominantly on the M&A side, both for strategic buyers, which is to say companies as [? Sara ?] pointed out, and financial buyers, which is to say private equity or private equity sponsors. So we'll use those terms again ...

Ethical Issues in Drafting Corporate Agreements (SF)

Transcripts  Transcripts    

Recorded on: Feb. 15, 2018

M. WELLINGTON: Now Jennifer Carlson will come up and join us. Jennifer is a partner with Mayer Brown. Her practice is very similar to mine, actually, it's mergers and acquisitions and capital markets transactions and general governance matters. So as she makes her way up here-- thank you, David. DAVID: Did you know a Baird Robertson when you worked at that state department? M. WELLINGTON: No. DAVID: He was before your time. M. WELLINGTON: Yeah, ...

Specialty Agreements: Employment (SF)

Transcripts  Transcripts    

Recorded on: Feb. 15, 2018

MARTIN A. WELLINGTON: All right, everyone. We're back, sharply, at 1 o'clock. I'm joined now by Laura Clark, who is a senior labor and employment lawyer at HP Enterprise. Before that, she worked at a number of big law firms-- DLA, K&L Gates, Winston & Strawn, and spent some time at DaVita. So all good places. And at least the companies are all clients of ours, which is nice. Anyway, welcome Laura, and take it away. LAURA J. CLARK: All right. So getting ...

Specialty Agreements: Licensing (SF)

Transcripts  Transcripts    

Recorded on: Feb. 15, 2018

SPEAKER 1: And Glen Nash from Sidley Austin, a partner of mine, is coming forward to talk to us about issues in initial property contracts. Do you-- you usually like to stand up. GLEN NASH: It doesn't matter. SPEAKER 1: OK. It's up to you. Thanks, Lauren. You can choose. This is the clicker. OK. GLEN NASH: Well, let me just make sure I got this clicker going right. Where am I pointing it? SPEAKER 1: I don't know, actually. It seems to work over ...

Universal Issues and Preliminary Documents (SF)

Transcripts  Transcripts    

Recorded on: Feb. 15, 2018

SPEAKER 1: It is now my pleasure to introduce the chair of today's program, Martin Wellington. Martin is a partner in Sidley Austin's Palo Alto office and a member of the corporate group. Martin counsels technology companies and their sources of capital on a variety of transactions, including M&A, joint ventures, and private as well as public offerings. He also advises underwriters in public offerings and private equity investors. His clients include ...

When the Deal Goes Wrong: Enforcing Corporate Agreements and the Importance of Boilerplate (SF)

Transcripts  Transcripts    

Recorded on: Feb. 15, 2018

MARTIN WALLINGTON: All right, welcome back. Do you want to ask me a question? Welcome back thanks for coming back. Next, we have what is always in my view, the most entertaining session of the day, which is David Steuer who's a very seasoned litigator from Wilson / and David has lots of war stories about what happens when things go bad, which always end up being very amusing. So without further ado, David. DAVID STEUER: Martin, I didn't know you ...

How Much Compliance is Enough? An Enterprise Risk-Based Approach to Finding Your Compliance Investment Sweet Spot

Transcripts  Transcripts    

Recorded on: Jan. 30, 2018

AMY TAUB: Hello. My name is Amy Taub and I'm a program attorney with PLI, a nonprofit learning organization. I would like to welcome you to today's briefing-- how much compliance is enough, an enterprise risk-based approach to finding your compliance investment sweet spot. 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 ...

How Much Compliance is Enough? An Enterprise Risk-Based Approach to Finding Your Compliance Investment Sweet Spot

On-Demand Web Briefing  On-Demand One-Hour Briefing    MP3 Audio  Audio Download (MP3)    

From the program: How Much Compliance is Enough? An Enterprise Risk-Based Approach to Finding Your Compliance Investment Sweet Spot

Released on: Jan. 30, 2018

Taken from the One-Hour Breifing Recorded January 2018 in New York How Much Compliance is Enough? An Enterprise Risk-Based Approach to Finding Your Compliance Investment Sweet Spot [01:07:12] A well-tailored compliance program typically makes good business sense. It reduces operating risk, helps insulate your organization and individual leadership from legal liability, protects your brand, increases employee engagement, and (over time) tends ...

Ethical Issues in Drafting Corporate Agreements

Transcripts  Transcripts    

Recorded on: Jan. 19, 2018

ALYSSA GRIKSCHEIT: So Michael Sackheim, I'll introduce while he's getting situated. He is a senior counsel at Sidley where he specializes in derivatives, transactional, regulatory, and enforcement matters. That's his Clark Kent designation. He also has a tremendous role in ethics. He's just written that he's a frequent lecturer and author on legal ethics. But quite frequently, he's asked to put on the cape and come in and solve ethical issues and ...


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