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Showing 1 - 25 of 106 Results


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M&A Hot Topic: Avoiding Pitfalls in Working Capital Adjustments and Earnout Provisions

On-Demand Web Briefing  On-Demand One-Hour Briefing    

From the program: M&A Hot Topic: Avoiding Pitfalls in Working Capital Adjustments and Earnout Provisions

Released on: Oct. 26, 2016

Taken from the briefing M&A Hot Topic:  Avoiding Pitfalls in Working Capital Adjustments and Earnout Provisions recorded October, 2016 in New York. M&A activity continues to be robust with many mega deals expected through the end of 2016 and into 2017. With the volume and size of transaction activity increasing, it is imperative for buyers and sellers to approach the negotiating table understanding the potential for disputes after ...

M&A Hot Topic: Avoiding Pitfalls in Working Capital Adjustments and Earnout Provisions

Transcripts  Transcripts    

Recorded on: Oct. 26, 2016

AMY: It is now my pleasure to turn this briefing over to Zach Snickles. ZACHARY SNICKLES: Thank you so much, Amy, and thank you everyone for joining. We really appreciate the opportunity. We pulled together this content because we see a lot of deal activity that we actually play a part in, and we think that this course will be very helpful for both the deal attorneys who are writing up the agreements, companies who deal a lot in M&A, as well as some ...

Hostile M&A

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

Recorded on: Sep. 26, 2017

Taken from the Web Program Recorded September 26, 2017 in New YorkHostile M&A [01:00:46] The increasing popularity of unsolicited offers in a volatile market Latest techniques for forcing an unwilling target’s hand State of the law on permissible defensive tactics Meredith L. Cole, Damien M. Fisher, Phillip R. MillsThe purchase price of this Web Program segment includes the following article from the Course Handbook ...

Mergers & Acquisitions 2018: Advanced Trends and Developments

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: Mergers & Acquisitions 2018: Advanced Trends and Developments

Released on: Jan. 19, 2018

Merger and acquisition activity has remained robust in 2017.  The ability to properly advise companies and their boards of directors and to effectively negotiate an M&A transaction requires detailed knowledge of the latest trends and developments affecting M&A. This program will help you stay up-to-date on M&A activity and cutting edge topics and developments regarding the negotiation of key provisions in public company merger agreements, ...

Shareholder Litigation Developments and Trends

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

Recorded on: Jan. 16, 2018

Taken from the audio only One-Hour Briefing Recorded January 2018 in New York Shareholder Litigation Developments and Trends [01:05:28] Shareholder lawsuits are not only complicated to litigate, but due to the high financial stakes, these actions can be among the most threatening to a company and its directors and officers.  It has been over twenty years since Congress enacted the Private Securities Litigation Reform Act of 1995, and since ...

M&A Litigation Developments

Transcripts  Transcripts    

Recorded on: Jan. 16, 2018

KEVIN MILLER: Well, welcome back, everybody. I hope you had an opportunity to have a good lunch. A few more people will obviously be straggling in as we get started here. Our next panel is on M&A litigation developments. And I believe this is going to be one of the most exciting and dynamic panels of the entire program. SPEAKER 1: Jesus. KEVIN MILLER: So I'm putting a-- JOEL FRIEDLANDER: You say that to all the [INAUDIBLE], right? [LAUGHTER] KEVIN ...

Ethical Traps for the M&A Practitioner

Transcripts  Transcripts    

Recorded on: Jan. 16, 2018

KEVIN MILLER: I'd also like to add my thanks to Lauren and the rest of the staff at PLI, including Mark Elmore who have taken on the burden of shepherding through all of the most difficult tasks of putting on a program like this, and made it very easy for me and the panelists and the moderators, et cetera. We're grateful for that hope that, and hope that they'll invite us back to do it again next year. And now what we're going to move on to our last ...

Advising the Board of Directors in an M&A Transaction: an Overview of the Board’s Responsibilities

Transcripts  Transcripts    

Recorded on: Jan. 16, 2018

KEVIN MILLER: Welcome back, everybody. I know it may seem a little bit odd to have taken a 15 minute break after just a single panel, but we wanted to allow you to rest up for this one because this is going to be a very, very interesting panel. I am pleased to introduce Steven Haas who will be the moderator of the advising the board panel. Steve is one of my go-to people when I want to have a long, detailed conversation about certain aspects and ...

Appraisal Developments

Transcripts  Transcripts    

Recorded on: Jan. 16, 2018

KEVIN MILLER: Well, welcome back, everybody. I hope you had a good interview there and are prepared for what I think will be one of the most dynamic and informative panels of the entire program. Our next panel is a panel on appraisal developments. It is extremely timely, given the fact that in 2017 we had not only the DFC decision, but we had more recently that Dell decision. There is some other appraisal decisions that are out there at the Chancery ...

M&A Dealmaking - A Banker's View

Transcripts  Transcripts    

Recorded on: Jan. 16, 2018

CHRISTINA MOHR: Thank you. Thank you Kevin. Thank you. First, I want to thank all of you for the opportunity to discuss what we saw happening in 2017, some of our views on what could happen in 2018. And of course, we're going to talk a lot about on our asset light investors if you will, some of the activist investors, and what's going on in unsolicited transactions. From our perspective, we're really only going-- you have a content-rich set of presentations ...

Disclosure Matters and Other SEC Considerations in M&A

Transcripts  Transcripts    

Recorded on: Jan. 16, 2018

KEVIN MILLER: Good morning, everyone, and welcome back to the second day of Mergers and Acquisitions 2018-- Advanced Trends and Developments. For those of you that were here yesterday or watching online, we had a terrific day, yesterday, with several really great panels and I should warn you, I think today may even be better. We have a number of really good panels and awesome panelists, and I can't wait to get going. So let me first introduce the ...

Negotiating the Public Company Merger Agreement

Transcripts  Transcripts    

Recorded on: Jan. 16, 2018

KEVIN MILLER: Good afternoon. The first panel that we have is the panel on negotiating the public company merger agreement. The moderator for this panel is Melissa Sawyer, a partner at Sullivan & Cromwell and the head of their consumer and retail group. I have the privilege of being on a New York City Bar committee with Melissa, and I can tell you that from personal experience that Melissa is one of the EF Hutton type people on the committee. When ...

Drafting and Negotiating Corporate Agreements 2018

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: Jan. 25, 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 ...

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 ...

Specialty Agreements: Credit/Indenture

Transcripts  Transcripts    

Recorded on: Jan. 19, 2018

KRISTEN CAMPANA: All right. Thanks, everybody, and thank you, Alyssa, for inviting me back. I did this presentation, or a version of it, last year. As Alyssa correctly pointed out, my name is Kristen Campana I am a Proskauer Rose partner. I am in the private credit group. Just to be clear what that is, it just means that the vast majority of our clients are private slash what we would have called years ago alternative lenders, although they are not ...

Specialty Agreements: Equity

Transcripts  Transcripts    

Recorded on: Jan. 19, 2018

ALYSSA A. GRIKSCHEIT: Welcome back, everybody. We are picking up on shareholders' agreement. So here to present equity agreements is Trey Muldrow III. He is a partner in the New York office of Akin Gump, where his practice focuses on M&A and also corporate governance matters. So with that, I will turn it over to try. TREY MULDROW III: Thank you very much. Glad to be here today. This is always a fun presentation. I tend to find these agreements to ...

Acquisition Agreements

Transcripts  Transcripts    

Recorded on: Jan. 19, 2018

ALYSSA A. GRIKSCHEIT: So coming up to the podium here is Jonathan Davis. He's a corporate partner in the New York office of Kirkland and Ellis. And he focuses on both private and public mergers and acquisitions. So at several points in our discussion here today, you'll see me putting on the private hat and Jonathan putting on the public hat, just to give you different perspectives, because we are covering both types of transactions here today. And ...

Universal Issues and Preliminary Documents

Transcripts  Transcripts    

Recorded on: Jan. 19, 2018

GRACE O'HANLON: It's now my pleasure to introduce you to the chair of today's program Alyssa Grikscheit. Alyssa is a partner in the New York office of Sidley Austin. She has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. She has extensive experience in international ...

Real Estate M&A and REIT Transactions 2018

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: Real Estate M&A and REIT Transactions 2018

Released on: Jan. 26, 2018

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions ...

Evaluating the Current Tax Landscape for REITS and Dealing with the Issues

Transcripts  Transcripts    

Recorded on: Jan. 22, 2018

ANA CHRISTINA ARUMI: All right. Good afternoon. Chrstina Arumi, I'm a principal in the National Tax Department at Ernst & Young, and before that I was a partner at Hogan Lovells in Washington DC. Your reward for sticking it out to 4:00 PM for a tax panel on a Friday afternoon is that you get this awesome group of tax lawyers to hear from. They really need no introduction, so I'll keep it brief. Ana O'Brien is a partner at Latham & Watkins in LA. ...

Overview of the REIT Landscape

Transcripts  Transcripts    

Recorded on: Jan. 22, 2018

ROBIN PANOVKA: So Michael, let's start with you, and just talk very broadly about cycles, both real estate, private real estate, and REIT cycles. Where are we in those cycles and break it down by sector for us? MICHAEL BILERMAN: Great, and thank you, Robin, for having me here today. The cycle one is always a difficult question, because I don't think you know where you are until it ends to where you were within that perspective. But you certainly ...

REIT Governance, and Activism

Transcripts  Transcripts    

Recorded on: Jan. 22, 2018

THOMAS LEANSE: Hi. I'm Tom Leanse. I'm the chief legal officer of Macerich, and I guess I was carefully listening to the prior panel talk about the retail industry. My co-panelists today are Gage Johnson from Paramount Group, Lauren [? Goldberg ?] from VEREIT, and Paula Maggio from RPAI, and Sabastian Niles from Wachtell. And we're going to try a little different format, since we have Sabastian sitting on our panel, and we're going to pose a few ...

REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics

Transcripts  Transcripts    

Recorded on: Jan. 22, 2018

ADAM EMMERICH: Welcome back, everybody. Hope you all had a good break. I'm Adam Emmerich. We're going to have a session on M&A blocking and tackling. We'll talk about cutting-edge stuff and new stuff, but basically this is a session about the core topic of M&A. It seems that this morning, people didn't do lengthy introductions. You all have the course materials, we have a great panel, going from next to me, down the line, in alphabetical order, Jim ...

SEC Developments Unique to the REIT Industry

Transcripts  Transcripts    

Recorded on: Jan. 22, 2018

YOEL KRANZ: Good afternoon, everyone whether you're in the room or whether you're out on the webcast. Welcome to the SEC development portion of the program. I'm Yoel Kranz in the REIT and real estate capital markets group at Goodwin in New York. I'm very pleased to be able to introduce my co-panelists. To my left-- someone who really needs not much of an introduction to this audience is Sonia Barros. Sonia's the assistant director of the SEC's division ...

Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions

Transcripts  Transcripts    

Recorded on: Jan. 22, 2018

GIL MENNA: Welcome back from lunch everyone, and this panel is the 1:30 panel on REIT M&A and strategic transactions. We're discussing disruptors in the global markets as a catalyst to REIT M&A and restructurings, and whether that's fact or fiction, and also public-to-private deals generally in other topics. I'm excited to have a great set of panelists here with me from my left Steve Hentschel at HFF, runs real estate M&A there; Andy Jonas, everyone ...


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