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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 ...

Acquiring or Selling the Privately Held Company 2017

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From the program: Acquiring or Selling the Privately Held Company 2017

Released on: Jul. 18, 2017

In this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target ...

Mock Negotiation and Analysis of Form of Acquisition Agreement

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: Good morning. It's 9 o'clock in New York so we're going to get started with day two of our program. Seated to my left is Peter Laveran, who's a partner, corporate partner at the Covington firm. Peter, not surprisingly spends his time on M&A matters for private equity and emerging and mature companies. He spent more than 10 years in Covington's London office so he has a particular bent for cross-border transactions. So welcome, Peter. ...

Specialty Areas: Labor and Employment / Employee Benefits

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: OK we're back. It's 3:30 for our final segment of today, where we're going to talk about labor and employment issues, and then executive compensation issues. And with us for the labor and employment pieces to my left is my partner Doug Schwartz. Doug deals with all aspects of labor and employment law, and in particular, councils in the M&A arena. Just as a side note, I'm relatively confident there will be no $50 giveaways during this ...

Indemnification and Division / Subsidiary Issues in Private Acquisitions or Sales

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: OK, great. It's 1 o'clock, so we're back with the afternoon session. To my left is Jennifer Chu, who's a corporate partner and a member of the M&A and private equity group at Debevoise & Plimpton. As advertised, the one key topic that we put aside this morning when we looked at the typical stock purchase agreement was indemnification. And so we're now going to turn to that, and Jennifer will walk us through the key issues. Jennifer? JENNIFER ...

Earn-outs and Fiduciary Duties in Private Transactions

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: OK. It's 2:45 PM. So let's get going again in our last segment of the two day program where we have three different topics to wrap up. First, we're going to talk about earnouts, which I think we've alluded to it at least two or three times in the last couple of days as an important component of many M&A deals. And to my left is Melissa Sawyer, who's a partner at Sullivan and Cromwell here in New York where not surprisingly she works ...

Representations and Warranties Insurance for Private Acquisitions or Sales

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: Great. With that lead in, we'll go right into a discussion of rep and warranties insurance. And with us is Joe Ehrlich, who is executive VP of the Owens Group and has been right in the middle of this market for the last several years. Prior to that, Joe was a practicing lawyer at O'Melveny and Myers. So he understands M&A from the lawyers perspective as well. And here he is. You're on, Joe. JOE EHRLICH: Hi. Thank you very much. So when ...

General Business Considerations in Private Acquisitions or Sales

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: OK, so with that, I guess I'm a couple of minutes early, but we'll get going anyway. We're going to start with talking about business considerations, which is a good place to start. And with us is Marco Caggiano from JP Morgan. He heads up the media and communications practice there. He's also chair of their Fairness and Evaluation committee. And I think it's a little known fact he started his career as a lawyer on the M&A side as well. ...

Letters of Intent and Other Preliminary Considerations for Private Acquisitions or Sales

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: That was great. Let's pivot, and with the business considerations behind us, we'll start on the M&A transaction. M&A transactions often start at the letter of intent stage. Some deals have letters of intent. Some don't. But it's a good place to think about the relevant considerations. And here for Mayer Brown is a Joe Castelluccio, who's an M&A lawyer, also does joint venture and other kinds of corporate deals there. And I understand ...

Dealing with Financial Sponsors of Privately Held Companies

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: All right, it's 11:15. So we're back with our final segment here before lunch. And to my left is David Leinwand, who's a partner at Cleary Gottlieb here in New York, where his practice focuses on M&A and in particular private equity transactions. As we mentioned earlier, private equity firms are involved in a very high percentage of all private equity M&A deals. And so it's appropriate that we spend some time focusing on issues that ...

Specialty Areas in Private Acquisitions or Sales: International Aspects and Intellectual Property

Transcripts  Transcripts    

Recorded on: Jun. 27, 2017

DAVID POLLAK: OK, welcome back. Hope everybody had a good lunch. So it's 1:45 and we're going to start with the afternoon segment, two segments this afternoon where, as advertised, we're going to start to hit some more specialty-type topics, starting with international aspects of acquiring a privately held company. Alyssa Grikscheit from the Sidley firm is here with us. She's in the New York office of Sidley. Her practice is in the M&A arena. And ...

Eighteenth Annual Private Equity Forum

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From the program: Eighteenth Annual Private Equity Forum

Released on: Jul. 17, 2017

Stay Ever Current: Subscribe today to , PLI’s new blog edited by Clifford E. Kirsch. In this program, a distinguished panel of experts will discuss the basics of the private equity practice from fund formation to private equity M&A.  Experts will guide you through an array of key topics, including a general overview of the legal issues that need to be considered in marketing a private equity fund on a global basis, current regulatory ...

Take-Private Transactions

Transcripts  Transcripts    

Recorded on: Jul. 12, 2017

YUKAKO KAWATA: OK, we're back. And so for our next M&A panel on take-private transactions. David. DAVID ALLINSON: Thank you. Welcome back everybody. The topic for this panel are take-private transactions. And we will look at this from, again, a buyer and seller perspective with a focus on the PE buyer, but also, as we discussed this, in addition to just talking about it from a seller's perspective, because that's important to understand when you're ...

Fundamentals of Private Equity Investing

Transcripts  Transcripts    

Recorded on: Jul. 12, 2017

YUKAKO KAWATA: OK, so we will now get started on the afternoon session. And we will have two panels dealing with M&A issues in private equity. And let me introduce our panel for this first M&A panel. To my left is David Allinson. He is the global co-chair of Latham and Watkins M&A practice. And he's the former co-chair of the private equity practice group and New York corporate department of Latham and Watkins. He primarily focuses his practice on ...

How to Market Private Equity Funds on a Global Basis

Transcripts  Transcripts    

Recorded on: Jul. 12, 2017

YUKAKO KAWATA: So with that, I am going to move to introduce our panel, our first panel this morning. And our first panel will be talking about basically, what it means to raise a giant fund on a global basis, which actually is quite complicated, especially in Europe as we all know and as Mateja will tell us about. So to my right, is Robert Blaustein. He is a partner in the investment funds group of Kirkland & Ellis and recognized as a global leader ...

Understanding the Securities Laws 2017 -- “20 Questions” – What’s on Your Mind and What’s New in Securities Law?

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From the program: Understanding the Securities Laws 2017

Recorded on: Jul. 18, 2017

Taken from the Web Program Understanding the Securities Laws 2017 recorded July, 2017 in New York. “20 Questions” – What’s on Your Mind and What’s New in Securities Law? [01:02:14] Beyond the ’33 and ’34 Acts, what other securities laws should you be aware of, such as the Trust Indenture Act, Investment Company Act, Investment Advisers Act and “blue sky laws”? Do you need to be concerned ...

Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions

Transcripts  Transcripts    

Recorded on: Jul. 18, 2017

ADELE HOGAN: OK. Thank you very much. We're back for the M&A panel. So first of all, I want to direct you to the materials that are included in your book. There's an excellent, excellent outline that was completely rewritten and updated for this year's program submitted by Dennis Block. And his materials are superb and excellent. And I'm sure we won't be able to cover everything today. But that is something you really should read-- should sit down ...

“20 Questions” – What’s on Your Mind and What’s New in Securities Law?

Transcripts  Transcripts    

Recorded on: Jul. 18, 2017

N. ADELE HOGAN: All right. Well, thank you very much. We're back and ready to go into the homestretch. So we're first going to talk about 20 questions or 20 topics. We'll get through as much as we can that highlight some of the current things, things that you might be wondering about, or to highlight various things that are current and important now. But let me introduce my panelists. First, to my immediate left is Adam Fleisher. He's a partner at ...

Delaware Law Developments 2017: What All Business Lawyers Need to Know

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: Delaware Law Developments 2017: What All Business Lawyers Need to Know

Released on: Aug. 3, 2017

Delaware law continues to play a critical role in U.S. corporate and securities law, particularly in today’s challenging and changing business environment.  This unique annual program focuses on the important Delaware corporate law developments over the past year and the practical impact on your corporate or legal practice. The very top Delaware corporate law experts from the Delaware judiciary, leading law firms and corporations, and academia, ...

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

Transcripts  Transcripts    

Recorded on: Jul. 24, 2017

STEPHEN P. LAMB: It's my pleasure to introduce the presenter for the final hour, who will be doing this all by himself. And his name is Evan Stewart. Welcome, Mr. Stewart. In addition to his work as a partner at the Cohen and Gresser firm, Evan is a visiting professor of law at the Cornell University Law School and an adjunct law professor at Fordham Law School. He is a contributing columnist for the New York Law Journal, the New York Business Law ...

The Deal – A View of Delaware Law Developments from M&A Practitioners

Transcripts  Transcripts    

Recorded on: Jul. 24, 2017

GREGORY WILLIAMS: OK, OK, we're going to start with the last panel before lunch. We do get feedback from you all every year after the seminar. And we actually do look at it and try to accommodate your thoughts. And one thing that we get from time to time is that the seminars are a little too litigation-oriented. I'm a transactional attorney, maybe I'm an in-house, attorney. And I don't deal much with litigation. I'd really prefer to listen to the ...

Recent Developments in Delaware Law

Transcripts  Transcripts    

Recorded on: Jul. 24, 2017

PAMELA S. TIKELLIS: So just by way of-- THEODORE N. MIRVIS: Oh, plaintiffs always go first. PAMELA S. TIKELLIS: Of course I do. [LAUGHTER] By way of background, Ted and I, we've known each other-- when we first met, which is over 30 years ago, I had long, jet black hair. He had short, curly black hair, so that tells you something. [LAUGHTER] We've known each other. We've litigated primarily against each other, but sometimes on the same side ...

Recent Developments in Appraisal Law

Transcripts  Transcripts    

Recorded on: Jul. 24, 2017

STEPHEN LAMB: Thank you, Willis. I'm Steve Lamb, and I'm going to moderate this session on the appraisal-- developments in the appraisal law in Delaware. Let me start by introducing our panel. And I will start at the far end-- is Marcus Montejo. Marcus, this is your second year, I guess, or more. You were certainly here last year. Marcus is a director at the Prickett, Jones, and Elliott firm. He practices in the Delaware Court of Chancery representing ...

Qualified Small Business Stock Trends in Venture Financings and Mergers and Acquisitions

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

Recorded on: Jul. 27, 2017

Taken from the briefing Qualified Small Business Stock Trends in Venture Financings and Mergers and Acquisitions recorded July, 2017 in New York. The “qualified small business stock” (QSBS) provisions of the Internal Revenue Code allow taxpayers to exclude a specified percentage of gain recognized on the sale of eligible QSBS held for over five years, which exclusion, for shares issued on or after September 28, 2010, may be 100% (subject ...


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