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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 ...

Delaware’s “take” on Key Ethical Issues Facing Lawyers

MP3 Audio  Audio Download (MP3)    

Recorded on: Jul. 24, 2017

Taken from the Web Program Recorded July 21, 2017 in New YorkDelaware’s “take” on Key Ethical Issues Facing Lawyers [01:03:40]• SEC preemption of lawyer confidentiality obligations • Inadvertent disclosure; document retention • Advance waivers of conflict of interest; the “hot potato” • The common interest privilege • Sword and shield vs. “extra-judicial” waiver • Scripting ...

Hot Topics in Mergers & Acquisitions 2017

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: Hot Topics in Mergers & Acquisitions 2017

Released on: Sep. 27, 2017

In 2016, M&A activity, whether measured by deal volume or the aggregate value of deals, sustained the robust pace set in 2015.  In the U.S., 2016 also saw a near-record number of broken deals, some blocked by a more active regulatory regime.  The impact of the U.S. election results and the UK Brexit is still unfolding. In this quickly evolving and uncertain environment, it is critical for dealmakers and their counsel to stay abreast ...

Ethical Issues for the Corporate Lawyer

Transcripts  Transcripts    

Recorded on: Sep. 26, 2017

ERIC L. SCHEILE: So heading into our next topic, to use Sarkis vernacular, we have a partner from Mayer Brown, Nina Flax, to talk about some ethical issues in and around the transactional space. And obviously providing the very coveted ethics CLE credit. So with that, I will kick it to Nina. NINA L. FLAX: Hello, everyone. So I'd like to start off with this little poll that I have always found interesting. And through the years that I've been doing ...

Important Tax Issues in M&A

Transcripts  Transcripts    

Recorded on: Sep. 26, 2017

SARKIS JEBEJIAN: Great, why don't we start the first afternoon session. I know people are still filtering in, but we want to keep you all on schedule. So our first panel this afternoon is tax issues in M&A. And we're fortunate to have three great panelists, and I'm fortunate because this is probably a little bit unique. I have at one point in my career been at the same law firm as all three panelists. So I know based on that, they'll really be excellent. ...

Prominent Issues in Private M&A

Transcripts  Transcripts    

Recorded on: Sep. 26, 2017

ERIC L. SCHIELE: All right. So we will go ahead and move into our next panel, which is with respect to private M&A. To my immediate left is Ann Beth Stebbins, who's an M&A partner at Skadden. To her left is Priya Dogra, who is the head of M&A at Time Warner and the architect of last year's-- I think last year's-- largest deal. And to her left is Ms. Gayle Turk, who is a partner at Centerview, another person with whom I've had a chance to do a number ...

Delaware Law Developments in M&A

Transcripts  Transcripts    

Recorded on: Sep. 26, 2017

SARKIS JEBEJIAN: All right. We'll go right into the next panel. Good morning. Nice to be here. And our next panel is Delaware Law Developments. And we have a great, great set of panelists who I think are all repeat players from this panel or other panels in the past. We have Paula Anderson from Shearman & Stirling, who's an M&A and securities litigator and has worked on a lot of the leading Delaware cases that us M&A lawyers obsess over. We have ...

Current Landscape of the M&A Market

Transcripts  Transcripts    

Recorded on: Sep. 26, 2017

ERIC L. SCHIELE: But with that, I will turn it over to Mark and Dusty. DUSTY PHILIP: Yeah, why don't I kick it off. We'll go back and forth here, but again, as Eric said, please interrupt us if you have questions. Let us make this as interactive as possible. First page, hard to read. Hopefully you can see it in front of you. It's still a very active M&A market. It's up a bit from last year. As you see, it's up 2%, down about 15% from the blowout ...

Hostile M&A

Transcripts  Transcripts    

Recorded on: Sep. 26, 2017

SARKIS JEBEJIAN: We're going to move right into the next panel, Hostile M&A. And we have panelists representing some key players in the hostile bid business. To my left is Meredith Cole, who is the head of IR and Analytics at Innisfree, a proxy solicitation firm that all of us in the deal world rely on quite a bit for easy deals as well as hard deals and shareholder activism. And then next to Meredith is Damien Fisher, executive director of the M&A ...

Pocket MBA 2017: Finance for Lawyers and Other Professionals (SF) -- Doing Deals in the New Economy

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From the program: Pocket MBA 2017: Finance for Lawyers and Other Professionals (SF)

Recorded on: Oct. 23, 2017

Taken from the Web Program Pocket MBA 2017: Finance for Lawyers and Other Professionals (SF) recorded October 2017 in San Francisco. Doing Deals in the New Economy [01:01:15] Discuss trends and discernible shifts in the current deal market Identify the players in the current deal market Understand the terminology, roles and the economics of venture capital, private equity, angel investors, and others Discuss the types of ...

Closing the Transaction: Practical Legal Considerations

Transcripts  Transcripts    

Recorded on: Oct. 23, 2017

RODIN HAI-JEW: OK. So I think we're back. We've got two distinguished guests with us here. Marvin Padilla. Marvin is the Head of Apparel and Retail at Intrepid. He has more than 17 years of experience advising entrepreneurs and middle-market companies on mergers and acquisitions, transactions, and other corporate finance activities. AUDIENCE: I don't think your mike is on. RODIN HAI-JEW: Oh, is it not? Does this one work? No. Going to take yours, ...

Doing Deals in the New Economy

Transcripts  Transcripts    

Recorded on: Oct. 23, 2017

RONIN HAI-JEW: OK. Welcome back to day two. Rajai was called away on important business, so I'm the color commentator for today. I think we'll get kicked off. We've got an exciting lineup here. The first presentation is "Doing Deals in the New Economy. So equally as interesting as accounting fundamentals. But we'll get kicked off here. Just to my right here is David Byrd. He's a member of the FSO assurance practice of Ernst & Young in San Francisco. ...

What is it Worth? Valuations

Transcripts  Transcripts    

Recorded on: Oct. 23, 2017

RODIN HAI-JEW: OK, thanks again to David and Brooks for that. Up next, we've got Kenneth Herzinger and Ryan Miller to talk about valuations. Ken is the deputy chair of Orrick's White Collar Investigations, Securities, Litigation, and Compliance Group and a partner in the San Francisco office. Ken was an attorney in the enforcement division of the SEC prior to joining private practice. He has nearly 20 years of experience as a securities litigator ...

Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2017 -- Current Issues in M&A

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From the program: Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2017

Recorded on: Oct. 27, 2017

Taken from the Web Program Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2017 recorded October 2017 in New York. Current Issues in M&A [01:01:44] Current issues regarding General Utilities repeal; effect of tax reform on M&A transactions William D. Alexander, Peter C. Canellos, William S. Dixon, William W. Burhop [Assistant Branch Chief, Office ...

Antitrust Counseling & Compliance 2017 -- Antitrust Issues in Mergers and Acquisitions

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From the program: Antitrust Counseling & Compliance 2017

Recorded on: Nov. 2, 2017

Taken from the Web Program Antitrust Counseling & Compliance 2017 recorded November 2017 in New York. Antitrust Issues in Mergers and Acquisitions [01:00:06] The Merger Review Process                            Negotiating antitrust risk shifting provisions in merger agreements HSR and coordinating ...

Antitrust Issues in Mergers and Acquisitions

Transcripts  Transcripts    

Recorded on: Nov. 2, 2017

M. HOWARD MORSE: Good afternoon. And welcome back, everybody, from the lunch break. We have a great afternoon program today. But we get to start with Steve Smith talking to us about antitrust treatment of mergers and acquisitions, both from a procedural and a substantive perspective. Steve is the perfect person to do this. He co-chairs the global antitrust group at Morrison & Foerster. He represents clients in mergers and other government investigations, ...

Converging Approaches of Delaware and Canadian Courts in M&A Litigation

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Recorded on: Nov. 3, 2017

Taken from the briefing Converging Approaches of Delaware and Canadian Courts in M&A Litigation recorded November 2017 in New York. The U.S. courts are deferring to the business judgment of directors in M&A transactions that have been properly approved by shareholders. This deference is making it more difficult for investors to advance post-closing damages claims. The net effect? Declining M&A litigation in the U.S., and alignment ...

Converging Approaches of Delaware and Canadian Courts in M&A Litigation

Transcripts  Transcripts    

Recorded on: Nov. 8, 2017

JOHN E. EMANOILIDIS: Thank you, Amy. And good afternoon, everyone. We appreciate the opportunity to talk to you today about converging approaches of Canadian and US M&A. Given the high level of cross-border M&A activity between Canada and the US, those of us in Canada that practice M&A follow US developments in M&A very closely. Now, the landscape for M&A is certainly not identical in the two jurisdictions. But there are many similarities, both in ...

49th Annual Institute on Securities Regulation -- M&A Roundup: Today’s Deal Landscape

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

From the program: 49th Annual Institute on Securities Regulation

Recorded on: Nov. 13, 2017

Taken from the Web Program 49th Annual Institute on Securities Regulation recorded November 2017 M&A Roundup: Today’s Deal Landscape [00:58:40] Advising the Board: standards of review, special committees, conflicts and more Structuring the deal: the latest trends Managing the risks: addressing financing, execution, regulatory and other key deal risks Developments in Williams Act disclosures Transaction liability ...

M&A Roundup: Today’s Deal Landscape

Transcripts  Transcripts    

Recorded on: Nov. 13, 2017

DAVID LYNN: Danielle. The next panel up is the M&A round up today's deal landscape. And I'm sure you saw this coming but I'm going to have to ask here a couple of questions before we get started. How many folks here in the live audience have worked on a public M&A deal in the last two years? Pretty good. Pretty good representation. How many have worked on a deal that involved representation and warranty insurance? Good. Good. Well, we'll take that ...

Doing Deals in the New Economy

Transcripts  Transcripts    

Recorded on: Nov. 27, 2017

LAURA A. KAUFMANN BELKHAYAT: Good morning, everybody, and good morning to those watching us on the web today. I seem to have the honor of kicking off sessions at this conference, either at the start of the day or after lunch. So I will again welcome everybody to our conference day two. We are starting the morning with what should be a very interesting and timely discussion of doing deals in the new economy, looking at market trends as well as the ...

Closing the Transaction: Practical Legal Considerations

Transcripts  Transcripts    

Recorded on: Nov. 27, 2017

THOMAS MELLOR: OK. Laura thank you very much and thank you all for being here. So in terms of our goals for this session, our goals are to provide lawyers with some general practice tips on closing all types of transactions. The session is really geared more towards lawyers who are not transactional lawyers, or junior lawyers, but hopefully, more seasoned transaction lawyers will find the session useful as well. So in terms of some other types of ...

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 ...


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