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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 ...

Accounting (The SEC Speaks in 2017: Workshop F)

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Recorded on: Feb. 25, 2017

Taken from the Web Program The SEC Speaks in 2017 recorded February, 2017 in Washington.

Government Investigations 2017: Investigations Arising From Data Breach and Privacy Concerns and Parallel Proceedings -- Scope and Limits of Government Investigation of a Data Breach

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From the program: Government Investigations 2017: Investigations Arising From Data Breach and Privacy Concerns and Parallel Proceedings

Recorded on: Feb. 27, 2017

Taken from the Web Program Government Investigations 2017: Investigations Arising From Data Breach and Privacy Concerns and Parallel Proceedings recorded February, 2017 in New York. Scope and Limits of Government Investigation of a Data Breach [01:06:45] What conduct might give rise to a data breach investigation? Why is that conduct of concern to an agency? What might be the scope of an investigation? What might the agency ...

SEC Speaks in 2017

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From the program: The SEC Speaks in 2017

Released on: Mar. 3, 2017

At the beginning of each year, PLI presents in cooperation with the U.S. Securities and Exchange Commission The SEC Speaks program, providing an essential update on the current initiatives at the Commission, as well as the priorities for the coming year. In this unique program, you will hear remarks by the Chairman, and Commissioners, and Investor Advocate, as well as panel discussions by senior staff at the Divisions of Corporation ...

Corporation Finance (The SEC Speaks in 2017: Workshop A)

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Recorded on: Mar. 2, 2017

Taken from the Web Program The SEC Speaks in 2017 recorded February, 2017 in Washington.

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 ...

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 ...

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 ...

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 ...

Corporate Governance - A Master Class 2017

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From the program: Corporate Governance - A Master Class 2017

Released on: Mar. 15, 2017

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations and increased investor willingness to seek or force change, ...

Governance Ethics Hot Topic - Counsel's Responsibility for Getting the Board Involved

Transcripts  Transcripts    

Recorded on: Mar. 10, 2017

ALAN BELLER: We're now going to finish up the day with our ethics panel. And recent events have demonstrated to us, I think, how important this subject is. So we're delighted to have another great panel to lead us through the issues, a great moderator to lead our other speakers through it, Dixie Johnson. Dixie is a partner at King and Spalding based in their Washington, DC office, and she co-leads the firm's Securities Enforcement and Regulation ...

Nom and Gov — First Line of Offense (and Defense) in Ensuring Good Board Governance Practices

Transcripts  Transcripts    

Recorded on: Mar. 10, 2017

MEREDITH CROSS: So next up is our Nominating and Governance Committee panel. You've been hearing throughout the day today that there's a lot of focus on things that the Nominating and Governance Committee does. We haven't covered everything that this panel is going to cover, I don't think. The one thing I will note is I think most of us who do governance counseling used to think that the one easy committee was the Nominating and Governance Committee. ...

The Work of Comp Committees — Doing It Is Increasingly Difficult; Criticizing It Is Increasingly Commonplace

Transcripts  Transcripts    

Recorded on: Mar. 10, 2017

ALAN BELLER: Welcome back. Our next panel, we move into what Meredith described earlier as a series of panels on key committees of the board. This one is the work of the Comp Committee. Doing it is increasingly difficult, and criticizing it is increasingly commonplace. This is the new Audit Committee. We have a great panel here, and we have a wonderful moderator to lead us through the next hour, Linda Rappaport. Linda is a partner in the New York ...

The 2017 Proxy Season – Mid-Season Review and Tips for a Successful Outcome

Transcripts  Transcripts    

Recorded on: Mar. 10, 2017

MEREDITH B. CROSS: OK, everyone. Hopefully people will come back in here. I'm saying that loudly so that people will come back in here. Welcome back, everybody. This is one of the highlights of our program every year is what we affectionately refer to as the lunch bunch. This is our panel that in the past has given a preview for what you should do during the upcoming proxy season. But because they moved the program until March, Lillian and the group ...

Cool Compensation Considerations for the Private Company: Pay, Performance and Perspectives

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From the program: Cool Compensation Considerations for the Private Company 2017: Pay, Performance and Perspectives

Released on: Mar. 16, 2017

This program is specifically designed to bring leading experts to discuss cutting edge advanced developments on compensation and other “reward” practices for the non-publicly traded company.  Compensation design and the legal and commercial issues they raise can be among the most complicated and novel in the field.  Financially distressed companies, private equity funds and portfolio companies, startups, and closely-held mature ...

“Carrying On” About Carried Interest Plans? Partnership Equity Based Compensation

Transcripts  Transcripts    

Recorded on: Mar. 13, 2017

STEVEN W. RABITZ: There's nothing cooler about cool compensation for private companies than this panel. Many, all three actually, need no specific introduction. But I'm going to go through the formalities in any event. To my immediate left is Rob Fleder who is a distinguished practitioner in executive compensation and in ERISA. Lawyers in America called him, without question, the dean of the bar in his practice area globally, period. I don't know ...

83, 409A, 457A, 280G and Other Code(d) Letters—the Private Equity Experience

Transcripts  Transcripts    

Recorded on: Mar. 13, 2017

STEVEN W. RABITZ: OK, everybody. Welcome back. We have another extraordinary panel to round us out for this morning. This is a great group of the practitioners. We're going to focus on-- I call the coded letters, with all the code references. But it's basically a bigger, deep dive into the private equity experience. To my immediate left, I have my good friend, Jon Lewis, who's a partner at Debevoise. He works in a variety of different areas relating ...


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