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Basic Building Blocks of UCC Article 9

MP4 - Mobile Video Seg  Video Download (MP4)    

Recorded on: Jan. 13, 2017

Taken from the Web Program Secured Transactions 2017: What Lawyers Need to Know About UCC Article 9 recorded January, 2017 in New York. Basic Building Blocks of UCC Article 9 [01:23:02] A. Attachment, Perfection, and Priority Does Article 9 apply to the transaction? What does a security agreement require? When does an oral security agreement work? How specific does the collateral description have to be? When does ...

Spin-offs 2017

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From the program: Spin-offs 2017

Released on: Mar. 1, 2017

Spin-offs are front page news right now. An increasing number of global M&A transactions take the form of spin-offs, equity carve-outs and similar architectures not involving an outright sale.  But what is a spin-off, what makes it different from other types of business separation transactions, and why are people doing more of them?  Spin-offs 2017 will provide an in-depth look at:  the factors that drive the recent trend towards ...

Variations on the Spin-off

Transcripts  Transcripts    

Recorded on: Feb. 23, 2017

SPEAKER 1: All right. So we're going to jump right in then to our second session-- Separation Alternatives. Our panel for this session, starting to my immediate left, Phil D'Ambrosio. Phil is the senior vice president of tax and treasury at the Madison Square Garden Company with responsibility for all company tax matters and treasury matters. Phil previously worked at Cablevision, where he was the senior vice president of tax. He worked on Cablevision's ...

Spin-offs: The Decision to Separate

Transcripts  Transcripts    

Recorded on: Feb. 23, 2017

MATTHEW SALERNO: Turning to our specific panel for today, we have three panels for you this morning. The first, on this panel, the decision to separate. Why do companies pursue spin-offs? What are the key drivers for that decision? How should directors of companies pursuing spin-offs think about their fiduciary duties in the context of a spin? How does it differ from an acquisition or a divestiture? How do you make sure that the spin-offs sticks ...

Hot Topics in Spin-Offs

Transcripts  Transcripts    

Recorded on: Feb. 23, 2017

MATTHEW SALERNO: Welcome back. We are now going to move into our final panel discussion of the day, spin-offs recent developments. I think we will hone in this segment on some of the tax issues that we talked about in separation alternatives. We're going to dive a little deeper into shareholder activism, which we covered a bit in the first session. And we'll also talk about some of the accounting issues that come up in the context of spin-offs with ...

Securities Offerings 2017: A Public Offering: How it is Done

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From the program: Securities Offerings 2017: A Public Offering: How it is Done

Released on: Mar. 10, 2017

This course will provide a solid understanding of the legal framework for securities offerings under the Securities Act of 1933. Topics covered include the basics, such as definitions and regulations of “offers” and “sales” of “securities” and the distinctions between public and private offerings, including the need to register public offerings (and how that is done) and basic exemptions from registration.  ...

Important Financial Statements, Accounting Disclosures and Key Securities Offering Documentation

Transcripts  Transcripts    

Recorded on: Mar. 6, 2017

LIZANN EISEN: Hi! Welcome to the Important Financial Statements and Accounting Disclosures panel. My name is LizAnn Eisen, and I am a partner at Cravath, Swaine, and Moore. To my immediate right is a new participant for the day. It's Nicole Pinder, and I'd like to introduce her. She is a partner at PricewaterhouseCoopers Transactional Services practice, based in New York. She has over 15 years of experience providing assurance and advisory services ...

Ethics, Due Diligence and the Offering Process

Transcripts  Transcripts    

Recorded on: Mar. 6, 2017

LIZABETHANN EISEN: All right. We're going to go ahead and get started. Welcome back, everybody, to the 3:30 ethics panel. It's called "Ethics, Due Diligence, and the Offering Process." My name is LizAnn Eisen. I'm a corporate partner at Cravath, Swaine, and Moore. In And I'm going to introduce my co-panelists. To my immediate right is Rob Evans, who should look familiar to you from a partner at Shearman and Sterling. He's been on panels throughout ...

Introduction to the Law of Securities Offerings

Transcripts  Transcripts    

Recorded on: Mar. 6, 2017

SPEAKER 1: And now it's my pleasure to introduce you to the chair of today's program. LizAnn Eisen is a partner in Cravath's corporate department. Her practice focuses on domestic and international corporate finance transactions, corporate governance, and reporting matters and restructurings. Her work includes corporate reporting, governance and disclosure advice, and securities offerings for high profile clients including Amdocs, Starbucks, Unilever, ...

Doing Deals 2017: The Art of M&A Transactional Practice

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From the program: Doing Deals 2017: The Art of M&A Transactional Practice

Released on: Mar. 15, 2017

The M&A market has seen a flurry of activity in 2016.  In addition to the continued high volumes, the market has also seen a number of hostile deals, creative deal structures, spin-offs and a high level of shareholder activist campaigns. The year also saw a record amount of signed deals unwound prior to closing due to regulatory or other issues. M&A litigation is also giving rise to a flurry of decisions and bench rulings that inform ...

The Art of Deal Structuring

Transcripts  Transcripts    

Recorded on: Mar. 9, 2017

SPEAKER 1: So I want to do two things. I want to introduce my panel. I want to give you a few minutes of very, very broad thoughts and overview. But first, let me introduce the first panel here to my left. Immediately to my left is Wilson Chu, who is a partner in the Dallas office of McDermott Will & Emory. Now, he's asked me not to read his bio, and I won't. You have it in your materials. But I wanted to point out a few things about Wilson. I've ...

The Nuts and Bolts of it: Negotiating Acquisition Agreements

Transcripts  Transcripts    

Recorded on: Mar. 9, 2017

IGOR KIRMAN: All right, welcome back everyone from lunch here in New York, and your lunch back at home on the webcast. So I have the pleasure to introduce the next panel. I've been preparing you for this. The first two panels we're just like the wind up phase. Now, we're getting into the agreement phase. This is the good stuff. So, hopefully, you're ready for it. I mentioned to you that with the complexity around the macro environment today, the ...

Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors

Transcripts  Transcripts    

Recorded on: Mar. 9, 2017

IGOR KIRMAN: All right, welcome back to those of you in New York and I don't know if people on the webcast also take snacks at the same time, but in case you do, welcome back, everyone. So let me briefly introduce a preview to you what we're doing with each of the panels. But let me now introduce a second panel and my co-panelists. I call this the Kevin panel, my ex-colleagues panel. So to my immediate left is Kevin Constantino, who is an investment ...

It’s a Hostile World: Takeover Defense and Hostile Deals

Transcripts  Transcripts    

Recorded on: Mar. 9, 2017

IGOR KIRMAN: OK, so welcome back, everyone from your break here and on the web. And this is the aforementioned the promised fourth panel that I've been telling you about all day. So all the things you've been learning about today is leading up to this, the anchor leg of the race. This is the Usain bolt and Michael Phelps. This is that part of the program. So we've got three heavyweights here. Steve Kotran, to my left, is a former colleague of mine ...

Investment Management Institute 2017

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From the program: Investment Management Institute 2017

Released on: Mar. 30, 2017

In this program, you will hear current and former regulators, industry experts and practitioners discuss significant business and legal developments in the investment management area over the past year and analyze important regulatory initiatives such as: The SEC’s regulatory agenda under a new administration New liquidity management and derivatives regulation A review of new SEC staff guidance Current exchange-traded ...

How to Read Financial Statements 2017

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From the program: How to Read Financial Statements 2017

Released on: Apr. 6, 2017

Financial statements provide information on the financial performance of companies and are the language of business.  Attorneys are often required to understand financial statements in order to provide solutions to their clients’ problems, including structuring financial transactions and litigating business disputes. At this practical half-day event, a distinguished panel of experts will provide a primer for understanding balance sheets, ...

Balance Sheet Analysis and Application

Transcripts  Transcripts    

Recorded on: Apr. 3, 2017

CHAD RUCKER: First of all, on behalf of George and Carol, we just really want to thank you all for coming out to be with us today. So we're very, very appreciative. I'll first start off talking a little bit about as part of introducing myself before I introduce George and Carol is to say why did I come to PLI to create this program? So I'll tell you a little story. I was advising a mid-sized law firm with a corporate partner who was an absolutely ...

Cash Flow Statement Analysis and Application

Transcripts  Transcripts    

Recorded on: Apr. 3, 2017

CHAD RUCKER: Thank you so much. We're going to start the next section talking about the cash flow statement. And truthfully, the cash flow statement is my most favorite statement. Like the income statement, the cash flow statement actually ties the other two statements-- the income statement and the balance sheet statement-- together. If you think about businesses, one way to think about businesses is really, businesses are there to generate cash. ...

Income Statement Analysis and Application

Transcripts  Transcripts    

Recorded on: Apr. 3, 2017

GEORGE WILSON: So let's transition and talk about the income statement CAROL A. STACEY: All right. I've got the income station. All right, so income statement. This is actually, I think, the most well read of all of the financial statements, and for obvious reasons. Everyone wants to know how well the company is doing. And so a lot of people skim right to the income statement and the bottom line, especially if you're a shareholder and you don't have ...

How to Prepare an Initial Public Offering 2017

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From the program: How to Prepare an Initial Public Offering 2017

Released on: Apr. 10, 2017

In almost any market, understanding the IPO process is an essential skill for both legal and business advisors. Hear from an experienced faculty, including attorneys, underwriters, accountants and a member of the Securities and Exchange Commission staff, on the nuts and bolts of an initial public offering. The speakers will guide you through the initial public offering process and highlight issues presented by new regulations and the current state ...

Liability, Due Diligence and the Underwriting Agreement

Transcripts  Transcripts    

Recorded on: Apr. 6, 2017

SOPHIA HUDSON: Welcome back, everyone. In this panel we're going to talk about liability due diligence, underwriting agreements, and FINRA review process. Thank you, Eileen. Eileen Shin has joined me for this. She is managing director and associate general counsel at JP Morgan, supporting the investment bankers who work on IPOs as well as research. She has been a member of this panel, as well as other PLI panels for many years. And so we're happy ...

The IPO Preparation Process: From Whiteboard to Ringing the Bell

Transcripts  Transcripts    

Recorded on: Apr. 6, 2017

SOPHIA HUDSON: We thought we would give you a little bit of a snapshot into the IPO market right now, just to place ourselves in the context of the market itself. Last year was a slow year for IPOs, actually. They were down 37% by number from 2015. There are a lot of reasons for that. When there is uncertainty or volatility in the market, we find that fewer companies want to take the step of actually going public and selling their shares on the public ...

The Investment Banker’s and the IPO Advisor’s Perspective: Interacting with Investment Banks, Marketing and Execution

Transcripts  Transcripts    

Recorded on: Apr. 6, 2017

SOPHIA HUDSON: OK, so we'll continue with our next panel, which is to give you the perspective of an underwriter and an equity capital markets or IPO advisor. Thank you both for coming today. To my immediate right is Eric Wooley, who is a director at Citigroup's Equity Capital Markets Group. Eric's been there for many years. First, as an investment banking lawyer. And then in the Equity Capital Markets Group he currently serves on that committee ...

Real Life Issues: Fact Patterns and Other Hot Topics in the IPO Process

Transcripts  Transcripts    

Recorded on: Apr. 6, 2017

SOPHIA HUDSON: Hi everyone. Welcome back. And I want to reiterate the request to fill out evaluations. Rob and I do take them into account when we make any revisions to the program, as we have every year so far. ROBERT A. FREEDMAN: In fact, I think we made the revisions for this year specifically based on comments we got last year. SOPHIA HUDSON: So we're back. To my far right is Eileen Shin, to my near right is Mike Gould. Rob and I are here as ...

The Accountant’s Perspective and Comfort Letters

Transcripts  Transcripts    

Recorded on: Apr. 6, 2017

ROBERT A. FREEDMAN: Hi, welcome back to the program. We're going to kickoff after lunch with an accountant's perspective. I'm with Mike Gould, who is a deal's partner and serves as the IPO Services Senior Partner at PwC. During his career, Mike has worked hundreds of IPOs and similar transactions for both large as well as IPOs of smaller and mid-cap privately held companies for private equity and other sponsors. With that, I'll let Mike kick off. MIKE ...


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