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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 ...

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 ...

Pocket MBA 2017: Finance for Lawyers and Other Professionals (SF) -- What is it Worth? Valuations

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

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. What is it Worth? Valuations [00:59:20] Examine the concept of “value” Understand historical financial analysis Explore valuation approaches Learn what to look for in a valuation Apply valuation methodologies in the context of M&A, fairness opinions, disputes, commercial ...

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 ...

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, ...

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

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

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

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

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

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

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...


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