Expanded SEC Remedies Under the National Defense Authorization Act
Codifying the SEC's Ability to Pursue Ill-Gotten Gains
March 16, 2021 • CLE • Live Webinar
This CLE webinar will discuss the evolution of disgorgement as a remedy for securities violations, how the SEC currently exercises its disgorgement authority, and how the National Defense Authorization Act for Fiscal Year 2021 (NDAA) will expand on those capabilities in the future.
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Swaps in Commercial Finance Transactions: Coordinating Loan Terms With the ISDA Master Agr...
Documenting Covenants, Security, Voting and Control, Reporting, and Regulatory Issues
March 17, 2021 • CLE • Live Webinar
This CLE webinar will guide finance counsel on how interest rate swaps and other derivative products are used to hedge risk in loan transactions, how derivatives terms are appropriately integrated into loan documentation, and how to document the swap transaction to ensure consistency with the loan.
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Private Equity Fund Terms: Emerging Trends and Recent Developments
March 23, 2021 • CLE • Live Webinar
This CLE webinar will examine current trends and hot issues in private equity fund terms and best practices for structuring and negotiating fund document terms for private equity sponsors and limited partner (LP) investors. The panel discussion will include an analysis of how issues are addressed in...
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Perfecting Security Interests in Deposit Accounts, Securities Accounts, and Other Investme...
Establishing Control Under the UCC With Special Types of Collateral
April 15, 2021 • CLE • Live Webinar
This CLE webinar will provide commercial finance and bankruptcy attorneys with an analysis of the requirements and methods for creating and perfecting security interests in bank accounts, securities accounts, and other investment property to achieve the desired priority. The panel will offer best pr...
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Convertible Debt vs. Priced Equity Rounds: Evaluating the Preferred Deal Structure for Ear...
Pros and Cons of Different Financing Options for Entrepreneurs and Investors
May 11, 2021 • CLE • Live Webinar
This CLE webinar will discuss the pros and cons of SAFEs, convertible debt and priced equity rand how to evaluate the optimal deal structure for start-up investment financing rounds. The program will present perspectives from both issuers/owners and investors, as well as look at the current terms an...
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Representing Co-Lenders in Syndicated Credit Facilities
Consent Rights, Sacred Rights, Waterfall and Pro-Rata Sharing Provisions, Removal and Addi...
March 4, 2021 • CLE • CLE On-Demand, Download
This CLE webinar will examine syndicated loans from the co-lender's perspective. The panel will discuss deal points of particular concern to co-lenders, including trends in negative covenants and collateral leakage, voting rights, waterfall and pro-rata sharing provisions, intercreditor arrangements...
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Private Equity Compliance Update: Conflicts of Interest, Fees and Expenses, Nonpublic Info...
Current SEC Focus and What to Expect From the Incoming Administration
February 25, 2021 • CLE • CLE On-Demand, Download
This CLE webinar will discuss current compliance issues highlighted by the SEC after examining private fund advisers in 2020 as well as the SEC's recently adopted Marketing Rule. The panel discussion will include conflicts of interest in fund activities and investments, fees and expenses disclosures...
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Recurring Revenue Financing: Structuring, Documentation, and Financial Covenants
Alternative Financing for Early Stage Growth Companies
February 18, 2021 • CLE • CLE On-Demand, Download
This CLE webinar will examine the unique characteristics of recurring revenue financing (RRF), and the issues lenders and borrowers should consider in structuring recurring revenue transactions. The panel will also discuss how the conversion of such transactions to more conventional earnings-based f...
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Structuring Prepayment Transactions in the Commodities Markets
Key Issues in Documentation, Credit Support & Third-Party Financing for Purchase and Deliv...
February 11, 2021 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the structuring and documentation of prepayment transactions utilized in the commodities markets by purchasers and suppliers. The panel will discuss the benefits of prepayment structures and strategies for mitigating the associated risks.
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PPP Loan Forgiveness: Appealing Adverse Rulings, Responding to SBA Loan Audits
January 7, 2021 • CLE • CLE On-Demand, Download
This CLE webinar will guide attorneys on appealing an adverse lender decision on PPP loan forgiveness. The panel will also discuss the SBA audit process after loan forgiveness has been determined and how to file an appeal of an adverse SBA audit. The discussion will include a regulatory update and a...
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Cryptocurrency: DOJ's Enforcement Framework and the Current Regulatory Landscape
ICOs and the Howey Test, Custody Issues, Virtual Currency as a Commodity, Regulating Stabl...
December 16, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide an up-to-date look at the current regulatory landscape for cryptocurrency. The panel will discuss what the recently heightened regulatory and enforcement activity by several agencies (SEC, CFTC, DOJ, FinCEN, OCC, state regulators, etc.) means for companies engaged in bl...
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Default Interest, Late Fees, and Prepayment Premiums: Drafting and Enforcement
Hot Button Issues for Lenders on Acceleration, Enforceability in Bankruptcy, Lessons From...
November 23, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine loan provisions that can become critically important in an event of default, including notice and cure, acceleration, default interest, late fees, and prepayment or "make-whole" premiums. The panel will also discuss pitfalls to avoid in enforcement of these provisions a...
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Fees and Expenses Provisions in Investment Fund Agreements
Disclosure and Reporting Obligations, Investor and Sponsor Concerns
November 19, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide private equity counsel with guidance on drafting and negotiating fees and expenses provisions in investment fund agreements. The panel discussion will include current trends in deal terms as revealed in the 2020 Fees and Expenses Benchmarking Survey (the Survey). The Su...
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Structuring Unitranche Facilities: Key Terms of AALs
Tranching, Payment Waterfalls, Interest and Fees, Voting, Buyouts, Standstill Provisions,...
November 19, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will discuss structuring and negotiating key terms of the agreement among lenders (AAL) in a unitranche facility, focusing on tranching, payment waterfalls, interest and fees skims, voting, buyouts, remedies, standstill provisions, and assignments. The program will also discuss the...
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Special Purpose Acquisition Companies: Structuring IPOs to Facilitate Future Mergers and A...
Navigating SEC and Stock Exchange Requirements, Warrants, Trust Accounts, Valuation and Bu...
November 5, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine IPO requirements and operational matters associated with special purpose acquisition companies (SPACs), as well as issues to consider in connection with a SPAC's initial business combination. The panel will discuss the typical pricing of securities (and the components o...
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E-Signatures and Electronic Documents in Commercial Lending: Complying With ESIGN, UETA, I...
Navigating Issues of Enforceability, Authentication of E-Signatures, and Admissibility
November 4, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide counsel with an examination of recent legal trends and developments impacting commercial documentation and signatures sent via email, text messaging, or other forms of electronic communication, with a focus on loan documentation. The panel will examine legal and practic...
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Syndicated Credit Facility Restructuring and Workouts
Navigating Divergent Interests Among Lenders, Confidentiality, Voting Rights, and the Role...
October 28, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will discuss critical legal issues that arise in syndicated credit workouts, particularly for counsel representing the administrative agent and the other lenders in the facility. The program will address unique aspects of a multi-lender facility workout and best practices for lender...
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Alternative Private Equity Structures: Continuation Funds, GP-Led Secondaries, and Permane...
Structuring and Negotiating Alternative Private Equity Structures for Investment Managers...
October 15, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the current state of the investment market that has given rise to alternative private equity structures focused on liquidity, such as continuation funds, GP-led secondaries, and permanent capital vehicles. The panel will review the mechanics and the pros and cons of the...
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Structuring the Purchase and Sale of Partnership/LLC Interests in Private Equity Funds
LOIs, Due Diligence, Drafting the PSA, Negotiating Transfer Agreements, and Determining th...
October 7, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will guide counsel on how to structure and document the secondary purchase and sale of a partnership or LLC interest in an investment fund. The panel will discuss letters of intent, due diligence of fund interests, legal issues in a purchase and sale agreement, legal issues in fund...
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Structuring Participation Agreements in Commercial Finance: Lender Due Diligence
Strategies for Lead Lenders and Participants to Minimize and Manage Risk; FDIC Guidance
October 7, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine current trends in the loan participation market, critical provisions of participation agreements, and best practices in due diligence for participating lenders. The panel will also discuss FDIC regulatory guidance regarding risk management for purchased loans and purcha...
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Structuring and Operating Direct Lending Funds: Open-End vs. Closed-End Structures
Recurring Regulatory, Valuation, and ERISA Considerations; Structures to Confront Pervasiv...
October 1, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine issues associated with the formation and operation of direct lending funds, including those organized to lend to small and medium-sized businesses, certain real estate developers, and other real estate market participants.
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Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities
Determining Materiality, Assessing Risk Factors, and Conducting Due Diligence
September 24, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the attorney's role in drafting and reviewing the private placement memorandum (PPM) for the private sale and solicitation of securities to ensure compliance with SEC disclosure rules for securities offerings and applicable state laws.
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Letters of Credit: ISP98 Forms, UCC Article 5, UCP, Draw Procedures, and More
Drafting Commercial vs. Standby, Conditional vs. Unconditional, Limited Term vs. Evergreen...
September 3, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will prepare counsel to draft and review commercial and standby letters of credit (LCs) that comply with Article 5 of the UCC as well as rules of practice, including International Standby Practices 1998 (ISP98) and Uniform Customs and Practice for Documentary Credits (UCP). The pane...
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Private Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications fo...
Distributions, Clawbacks, and Allocations; Carried Interest Sharing; Drafting to Address T...
September 2, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will analyze various methods of structuring waterfall provisions in private equity funds and carried interest distributions to fund managers and among their personnel and related clawback and allocation provisions. The program will also examine the tax implications of such provision...
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Structuring Convertible Debt: Key Triggers, Valuation Terms
Due Diligence, Determining Priority vs. Other Creditors and Equity Holders
August 26, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide corporate finance counsel with guidance on structuring convertible notes for seed-stage financing. The panel will discuss upfront due diligence, term sheet negotiation, and critical terms, including the discount rate, valuation cap, and triggers for the conversion from...
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Preparing a Venture Capital Term Sheet: Key Terms for Investors and Companies Seeking Inve...
Valuation, Capital Structure, Board Composition, Protective Covenants, Exit Terms
August 20, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide important guidance on the preparation and negotiation of venture capital term sheets. The panel will discuss terms that impact price and valuation, liquidation preferences, board composition, drag-along and participation rights, protective covenants and more.
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Structuring Pledge Agreements for Equity Interests in Partnerships and LLCs to Maximize Pr...
Key Provisions for the Security Agreement and the Borrower's Operating Agreement, UCC Requ...
August 12, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will prepare lenders' counsel to draft pledge and other agreements that establish a security interest in partnership and LLC interests. The panel will outline corresponding provisions to include in the borrower's operating or partnership agreement to maximize protection for the lend...
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PIPE Transactions and Registered Direct Offerings: Alternative Capital Raising, PE Investm...
Issuer Requirements, Structuring Concerns, Key Terms and Negotiating Points
August 6, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine the mechanics of traditional private investments in public equity (PIPEs) as well as registered direct offerings. The panel will discuss short-term advantages and follow-up obligations for issuers, key terms, and issues for investors to consider when engaging in these t...
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Debt Restructuring and Repurchases: Tax Implications for Borrowers and Lenders
July 23, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine the U.S. federal income tax issues associated with debt restructurings and workouts, including loan modifications, debt refinancings, and the acquisition of outstanding portfolio company debt, in today's challenging business environment. The panel will discuss planning...
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Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues, and Negotia...
Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of Capital, Fees, C...
July 16, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the crucial structural considerations and legal complexities of forming, launching, and operating a private real estate fund. The program will review how recent regulatory developments impact fund managers and investors regarding issues like fees and expenses, co-invest...
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Contribution Agreements: Joint Liability and Rights of Contribution Under Loan Guaranties
Partial Guaranties, Nonrecourse Carveouts, Asserting Defenses
July 7, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the contribution obligations of co-guarantors after a borrower defaults on a loan and how a contribution agreement can clarify those obligations. The panel will discuss various actions or circumstances which should be addressed, including partial guaranties, bad acts wh...
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Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons From Recent SEC En...
June 25, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the legal pitfalls for securities issuers who utilize unregistered "finders" to solicit investors, the SEC's restrictive position on permissible activities of finders, activities that require broker-dealer registration, and SEC regulatory actions regarding unregistered...
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Structuring Commercial Loan Term Sheets, Proposals and Commitment Letters: Key Terms for L...
Avoiding Unintended Consequences, Limiting Drafting Ambiguity
June 25, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance counsel with guidance on using and analyzing term sheets, proposals, and commitment letters in commercial finance transactions. The panel will explain the potential risks associated with their usage and provide best practices for minimizing those risk...
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Liquidity Options for Private Equity Funds in the Current Market
Preferred Equity Lines, Continuation Funds, Top-Up Funds, Expansion of Existing Credit Fac...
June 18, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will analyze different options for providing liquidity to private equity funds that are facing a shortage of capital in the current market environment. The panel will review the mechanics and the pros and cons of these alternative structures.
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Private Equity GP and Employee Co-Investment Credit Facilities, Management Lines of Credit
Due Diligence, Structuring and Documentation; Role of Sponsor, Administrative Issues
June 10, 2020 • CLE • CLE On-Demand, Download
The CLE webinar will outline the key considerations in structuring management lines of credit, general partner (GP) financing, and employee co-investment facilities within private equity funds. The panel will discuss collateral security packages, fund obligations, administrative concerns, common poi...
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Opinions of Counsel in Lending Transactions: Scope and Assumptions, Substantive Opinions,...
Structuring Third-Party Opinion Letters to Lenders Which Minimize Risks to the Preparer
May 27, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide legal practitioners with practical advice about developing a process for the preparation of opinion letters and the typical language included in standard opinions requested in commercial finance transactions. The panel will review the common elements of an opinion lette...
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Drafting Indemnification Provisions in Commercial Loan Transactions
Triggering Events, Damages Covered, Standard of Care, Indemnities in Syndicated Loans
March 31, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide an analytical framework for drafting and negotiating indemnity provisions in commercial loan agreements. The panel will discuss the types of indemnities typically found in commercial finance transactions and the use of insurance as a substitute or a supplement to indemn...
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Private Fund Securities Law Exemptions: Accredited Investors, Qualified Purchasers, Subscr...
Navigating Exemptions Under the Investment Adviser, Securities, Exchange, and Investment C...
March 25, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the exemption provisions of the Investment Adviser Act, Securities Act, Exchange Act, and Investment Company Act that are relevant to private equity, venture capital and hedge funds. The program will provide an in-depth analysis of each of the exemption requirements, as...
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Security Interests in Uncommon Collateral: IP, Insurance Policies, Agricultural Products,...
Navigating Attachment, Perfection, and Priority Under the UCC, Federal and State Law
March 10, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine the attachment and perfection of security interests in various types of unusual collateral. The panel will discuss the laws and protocols beyond Article 9 of the UCC that come into play when perfecting interests in trademarks, copyrights, insurance policies, agricultura...
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New SEC Advertising and Solicitation Rules for Investment Advisers
Expanded Definition of Advertising, Increased Scrutiny of Third-Party Solicitation, New Re...
February 27, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the SEC's proposed changes to Rules 206(4)-1 (the Advertising Rule) and 206(4)-3 (the Solicitation Rule) of the Investment Advisers Act of 1940. The panel will also discuss the changes investment advisers will need to put in place to comply with the new rules and the ti...
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Advising Family Office Clients on Recurring Legal, Tax and Business Issues
Navigating Investment Adviser Act, Employment, Executive Compensation, Tax and ERISA Issue...
February 20, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will discuss legal issues attendant with advising family offices established typically by high net worth individuals and families. The program will discuss the Investment Adviser Act as well as employment and executive compensation, and U.S. and foreign income tax issues.
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Evaluating Key Intercreditor Arrangements: First Lien/Second Lien, Split Collateral, Senio...
Comparing and Contrasting Intercreditor Structures, Choosing the Arrangement Best Suited f...
February 18, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide counsel with context for negotiating intercreditor arrangements by comparing critical aspects of the most common arrangements--first lien/second lien, split collateral, senior/mezzanine, and unitranche structures. The panel will also discuss significant recent trends in...
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Investment Funds and Opportunity Zones – the Ins and Outs of OZs
Maximizing Tax Benefits and Preserving Flexibility
February 13, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine the tax and operational issues counsel must consider when structuring a qualified opportunity fund (QOF) for investment in a qualified opportunity zone (QOZ). The panel discussion will include the tax ramifications of capital structure, advantages of using a portfolio c...
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Credit Support in Fund Finance: Documentation and Enforcement
February 11, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine three types of credit support packages that lenders may consider when lending to a private investment fund (Fund). The panel will discuss the credit support features of unfunded equity capital commitments of limited partners (capital commitments), a guaranty and an equi...
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Cross-Collateral/Cross-Default Loans: Structuring and Documenting Transactions
Intercreditor Agreements, Priority Disputes, Enforcement Challenges Post-Default or Bankru...
February 4, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will instruct finance counsel on structuring and documenting cross-collateral/cross-default first and second lien financing transactions. The panel will discuss best practices for negotiating intercreditor agreements to protect the rights of both primary and secondary lien lenders a...
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Structuring Secondary Sales of Private Company Stock
Buyback vs. Third-Party Purchase, Tax and Securities Considerations, Company Controls
January 22, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine legal, procedural, and regulatory issues associated with executing secondary sales. The panel discussion will include buyback vs. third-party purchases, securities compliance, pricing and tax considerations, and rights of first refusal and other provisions that can be i...
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Structuring Leveraged Loans: Tax Concerns, Multinational Entities
Section 956 Deemed Dividend Rules, Limits on Interest Deductions, Tax Distributions, Corpo...
January 21, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will examine the impact of tax reform on leveraged financing transactions. The panel discussion will include how the new law might affect credit support between affiliates in multinational enterprises, structuring and placement of debt, interest deductibility, and provisions regardi...
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Deadlock-Breaking Mechanisms in LLCs: Avoiding Litigation and Dissolution When Members and...
Drafting Buy-Sell Provisions, External or Internal Tie-Breakers, Put or Call Options, Prov...
January 16, 2020 • CLE • CLE On-Demand, Download
This CLE webinar will provide corporate counsel with a framework for adopting deadlock-breaking mechanisms in limited liability company (LLC) operating agreements, and potential state law consequences when no such arrangements are in place. The panel will also discuss arbitration and mediation provi...
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The End of LIBOR: Advising Investment Managers on the Transition
Asset Management Authority and Obligations, Legacy Contract Amendments, Disclosures on New...
December 18, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the legal and economic risks for investment managers and other market participants in the coming transition away from LIBOR and the steps they should take now to mitigate those risks. The panel will discuss recent SEC guidance on how to manage the transition in existing...
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Structuring Anti-Net Short Provisions in Syndicated Credit Facilities
Determining When a Net Short Position Exists: Divestment, Voting, and Other Limitations
December 17, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine the issues presented by these complex and rapidly evolving terms, and the other so-called "Windstream provisions" that attempt to shield borrowers from net short debt activist investors.
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Series LLCs: Structuring and Financing Concerns for Lenders and Investors
Navigating UCC Perfection, Bankruptcy Risks, and Conflicting State Statutes
December 3, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the formation and structuring of series LLCs and examine the issues and risks lenders face in loan transactions involving series LLCs, including UCC Article 9, the Bankruptcy Code, and treatment of series LLCs under state statutes.
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Offering Cryptocurrency Under Reg A+: Blockstack as a Fundraising Template
November 20, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the mechanics and securities law issues associated with the offering of digital currencies under Reg D and Reg A+. The panel will discuss the Blockstack offering recently approved by the Securities and Exchange Commission (SEC), what it suggests about capital raising fo...
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Structuring Intercreditor Agreements in Split Collateral Lien Structures Between ABL and T...
Navigating Collateral Pool, Priority of Rights, Access to Collateral, Standstill Period, a...
November 14, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial lending counsel with a review of essential provisions in a split-collateral intercreditor agreement, including the priority of rights, access to collateral and standstill provisions. The panel will address the negotiation of provisions from the perspective of...
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Cryptocurrency and the Custody Rule: Legal Pitfalls in Managing Digital Assets
October 8, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine the legal and operational issues in establishing custody of cryptocurrencies and other digital assets on a blockchain or distributed ledger. The panel will discuss custody requirements that apply to various industry players under existing federal securities laws, includ...
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Private Investment Funds and Tax Reform
Carried Interest, QBI and Interest Deductions, Sale of Partnership Interests, Computation...
October 2, 2019 • CLE, CPE • CLE On-Demand, Download
This CLE/CPE webinar will provide private equity counsel with a working knowledge of the critical provisions of tax reform for the private investment fund industry.
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UCC Security Interests in Payment Intangibles: Intercompany Loans, Debt Obligations and "P...
Perfecting Interests in Financial Instruments and Contractual Payment Obligations
October 2, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine the treatment of UCC security interests in debt obligations, intercompany debt/loans, loans called "promissory notes," and other payment intangibles under the UCC. The program will guide counsel in creating and perfecting security interests in these contractual payment...
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Drafting Standstills in Intercreditor Agreements: Balancing Rights and Remedies of Junior...
Structuring Duration, Commencement, Expiration, Notice, Reinstatement and Other Provisions
September 26, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will discuss critical issues involved in drafting and negotiating standstill provisions of intercreditor agreements from the perspective of both senior and junior lienholders. Topics the program will address include, among others, the scope, nature, duration and commencement of the...
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UCC Articles 8 and 9 and the Hague Securities Convention
Revising Securities Account and Account Control Agreements, Determining Where to File, Tra...
September 19, 2019 • CLE • CLE On-Demand, Download
This CLE program will explain the effect of the Hague Securities Convention on practices under Articles 8 and 9 the Uniform Commercial Code. It will focus upon the circumstances in which new clauses should be inserted into securities account agreements and account control agreements and in which ins...
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Structuring Agreements Among Lenders in Unitranche Loan Facilities: New LSTA Form
Tranching, Payment Waterfalls, Interest and Fees, Voting, Buyouts, Standstill and Assignme...
August 22, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will discuss structuring and negotiating key terms of the agreement among lenders (AAL) in a unitranche facility, focusing on tranching, payment waterfalls, interest and fees skims, voting, buyouts, remedies, standstill provisions, and assignments. The program will also discuss the...
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Drafting Legal Opinions for Article 9 Security Interests: Navigating the Complexities and...
Scope and Limitations, Interests of Opinion Giver and Recipient, Applicability of Other St...
July 31, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will guide counsel in preparing and providing opinion letters for commercial financing transactions involving security interests under Article 9. The panelists will review the scope and limitations of the opinion, the balancing of the interests of opinion givers and recipients, and...
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Private Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications fo...
Distributions, Clawbacks and Allocations; Carried Interest Sharing; Drafting to Address Ta...
June 18, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will analyze various methods of structuring waterfall provisions in private equity funds and carried interest distributions to fund managers and among their personnel and related clawback and allocation provisions. The program will also examine the tax implications of such provision...
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Third-Party Entity Opinions in Private Equity and Finance Transactions
Current Guidance under TriBar Opinion Committee Reports on Limited Partnerships and LLCs
June 12, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will provide an analysis of third-party opinions concerning entity matters in private equity and commercial finance transactions. The panel will base its discussion on the recently published report by the TriBar Opinion Committee on opinions on limited partnerships (LPs) as well as...
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Structuring Agent and Co-Lender Agreements in Syndicated Facilities: Balancing Differing R...
Navigating Rights of Agents, Exculpatory Clauses, and Information Sharing in Syndicated an...
June 11, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will discuss typical clauses in a syndicated loan agreement and provide best practices for lenders and agents to structure and negotiate loan agreement provisions to protect their rights and interests and avoid being disadvantaged in a multi-lender transaction that goes south.
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Secured Lending Transactions: Anti-Assignment Provisions; 'Best Efforts'; 'Ordinary Course...
Documenting UCC Security Interests in Assets Subject to Anti-Assignment Clause, Interpreti...
May 23, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will guide counsel on drafting and interpreting exclusions from collateral for contracts and other assets that are subject to restrictions on being pledged by the loan parties. This CLE webinar will also help counsel interpret loan document terms that are often not adequately unders...
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Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues and Negotiat...
Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of Capital, Fees, C...
May 22, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the crucial structural considerations and legal complexities of forming, launching and operating a private real estate fund. The program will review how recent regulatory developments impact fund managers and investors regarding issues like fees and expenses, co-investm...
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Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons From Recent SEC En...
May 15, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the legal pitfalls for securities issuers who utilize unregistered "finders" to solicit investors, the SEC's restrictive position on permissible activities of finders, activities that require broker-dealer registration, and SEC regulatory actions regarding unregistered...
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Changing Bank Capital Rules: Impact on Loan Structures and Loan Documentation
Yield Protection and Increased Costs Provisions, Transfer Restrictions, Purpose Clauses, H...
May 2, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will cover upcoming changes to the U.S. bank capital rules as well as and how they will impact the commercial lending landscape. The panel will discuss how loan structures and loan documentation and provisions may be changed by lenders to meet these new requirements.
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Opinions of Counsel in Lending Transactions: Scope and Assumptions, Substantive Opinions,...
Structuring Third-Party Opinion Letters to Lenders Which Minimize Risks to the Preparer
April 25, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will provide legal practitioners with practical advice about developing a process for preparation of opinion letters and the typical language included in standard opinions requested in commercial finance transactions. The panel will review the common elements of an opinion letter, h...
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Structuring Joint Bidding Agreements for Private Equity Funds in M&A: Key Considerations
Confidentiality, Engagement of Advisors, Due Diligence, Cost Sharing, Communications Proto...
April 3, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine legal and tactical issues which should be considered by private equity and alternative investment funds when they elect to participate jointly in bidding for a target company or asset. The panel's discussion will include key considerations that should be addressed in a...
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Commercial Loan Guaranties: Drafting and Enforcing Corporate and Personal Guaranties and N...
Best Practices for Lenders and Guarantors In and Outside Bankruptcy
March 20, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will provide finance counsel with an analysis of the enforceability of loan guaranties, including bad boy agreements in bankruptcy. The panel will also discuss potential liabilities for the lender and common defenses, and outline best practices for lenders and guarantors to enforce...
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Positioning Investment Funds for Future Financing: Key Operating Agreement Provisions
Borrowing Authority, Ability to Make Capital Calls, Third-Party Beneficiary and Other Prov...
March 13, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine provisions that should be included in investment fund LLC or limited partnership agreements to facilitate future financing. The panel will discuss what commercial lenders require in connection with capital call and other credit facilities, and how to structure entities...
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Structuring Pledge Agreements for Equity Interests in Partnerships and LLCs to Maximize Pr...
Key Provisions for the Security Agreement and the Borrower's Operating Agreement, UCC Requ...
February 28, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will prepare lenders' counsel to draft pledge and other agreements that establish a security interest in partnership and LLC interests. The panel will outline corresponding provisions that should be included in the borrower's operating or partnership agreement to maximize protection...
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Securities Law Challenges in Mergers and Acquisitions: Navigating Exemptions for Transfer...
Regulation D, Section 4(a)(2), Integration, Disclosures, and Solicitation of Target Shareh...
January 30, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will discuss securities law compliance issues attendant with M&A transactions. The program will focus on the most commonly used safe harbor for an exemption from registration under the Securities Act of 1933, Regulation D, and how to use it in an M&A transaction. The program will di...
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SBA Lending: Documenting, Closing and Servicing 7(a) and CDC/504 Loans
Navigating SBA Approval and Authorization Process and Best Closing Practices for Preservin...
January 22, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will provide banking and finance counsel with the knowledge to properly document and close SBA loans. The program will cover the terms and conditions of a Section 7(a) loan and the CDC/504 acquisition/equipment financing mortgage loans. The program will discuss recent changes and de...
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New IRS Partnership Audit Rules for Private Equity and Hedge Funds
Partnership Level Tax, Push-Out Elections, Partnership Representative Provisions and More
January 10, 2019 • CLE • CLE On-Demand, Download
This CLE webinar will examine the new IRS partnership audit rules and their impact on private equity and investment funds. The panel will discuss the changes that should be made now in partnership and LLC agreements in contemplation of the new rules, the elections available to smaller partnerships t...
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New SEC Regulatory Initiatives to Reduce Disclosure Obligations and Promote Capital Format...
Simplified Filings Under Form S-K and Form S-X; New Smaller Reporting Company Thresholds;...
November 28, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will examine recent initiatives by Congress and the SEC to encourage capital formation and reduce disclosure requirements for public and private issuers. The panel discussion will include simplification of disclosure requirements under Regulation S-K and Regulation S-X, the new defi...
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Structuring Covenants in Leveraged Loans and High-Yield Bonds for Borrowers and Lenders
Additional Debt Covenants, Equity Cures, Builder Baskets, Restricted Subsidiaries, Events...
November 20, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will examine current market terms and conditions for leverage loans and high-yield bonds, and characteristics common to each type of financing. The panel will discuss various covenants, including additional debt provisions, equity cures, builder baskets, and other key terms and cond...
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Series LLCs: Structuring and Financing Concerns for Lenders and Investors
Navigating UCC Perfection, Bankruptcy Risks and Conflicting State Statutes
November 13, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the formation and structuring of series LLCs and examine the issues and risks lenders face in loan transactions involving series LLCs, including UCC Article 9, Bankruptcy Code and treatment of series LLCs under state statutes.
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Warehouse Lines of Credit: Drafting Financing Agreements, Custodial Agreements, Reps and W...
Perfecting a Security Interest in Mortgage Loans, Analyzing Repurchase Obligations, Bankru...
November 7, 2018 • CLE • CLE On-Demand, Download
This CLE program will examine how a warehouse line of credit is documented between a mortgage loan originator and its warehouse lender, the representations and warranties made by the loan originator, and the remedies for breaches. The panel will also discuss the perfection of the lender's security i...
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Structuring and Investing in Tax Receivable Agreements
Key Provisions for IPO and M&A Transactions, Impact of Tax Reform, Due Diligence Concerns
October 30, 2018 • CLE, CPE • CLE On-Demand, Download
This CLE/CPE webinar will discuss the key features of tax receivable agreements (TRAs) in various contexts, the impact of tax reform on the structuring of TRAs, and due diligence and other issues for hedge funds and other investors considering purchasing TRAs.
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Structuring Intercreditor Agreements in Split Collateral Lien Structures Between ABL and T...
Navigating Collateral Pool, Priority of Rights, Access to Collateral, Standstill Period, a...
October 2, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial lending counsel with a review of essential provisions in a split-collateral intercreditor agreement, including the priority of rights, access to collateral, payment blockage and standstill provisions. The panel will address the negotiation of provisions from...
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Structuring Incremental Loan Facilities: Key Terms for Lenders and Borrowers
Conditions Precedent, Incremental Capacity, Most Favored Nation Provisions, "Sidecar" Debt
September 25, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will examine incremental loan facilities, including key loan terms such as incremental capacity, conditions precedent, most favored nation (MFN) provisions and incremental equivalent debt or "sidecar" agreements. The panel will look at issues from both lender and borrower perspectiv...
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ERISA Considerations in Structuring Credit Facilities with Private Investment Funds
Representations, Warranties and Covenants to Ensure Compliance
August 15, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will outline ERISA considerations for lenders providing subscription and other credit facilities to private investment funds that have pension funds, retirement plans and other ERISA-regulated entities as investors. The panel discussion will include descriptions of the representatio...
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Corporate Venture Capital: Structuring Concerns for Investors and Startups
Objectives of CVC vs. Pure Venture Capital, Term Sheets, Key Provisions of Investment and...
June 27, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance and private equity counsel with a review of corporate venture capital (CVC) investments in startups. The panel will discuss the differing objectives of corporate vs. pure venture capital investors and how those objectives are reflected in deal points...
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Direct Listing of Securities: Going Public Without an IPO
Registration Requirements, New NYSE Valuation Criteria, Pros and Cons, Lessons From Spotif...
May 23, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will examine the registration, valuation and listing process for direct listing of shares on the New York Stock Exchange (NYSE) without a prior or simultaneous initial public offering (IPO) registered with the Securities and Exchange Commission under the Securities Act of 1933. The...
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Compliance With New EU GDPR: Steps Investment Funds, Banks, Advisers and Financial Interme...
Revising Service Agreements and Internal Controls; Enhanced Disclosures, Higher Penalties
April 25, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the first crucial steps for fund managers, investment advisers, broker-dealers and other participants in the investment fund industry to comply with Europe's new data protection regulation. The panel will examine contractual revisions and internal governance measures th...
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Litigation Finance: Structuring Third-Party Funding of High Cost Claims
Underwriting, Investment Terms, Documentation, Conflict of Interest and Disclosure Issues
April 17, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will examine the options available to litigators to finance litigation costs and how third-party investors underwrite and structure funding arrangements. The panel will also discuss issues associated with third-party involvement, including undue influence, conflicts of interest and...
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Prepayment Structures in Leveraged Finance: Balancing Borrower Flexibility With Lender Pro...
Debt Retirement Provisions in Syndicated, Mezzanine and Second Lien Term Loans
February 27, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the prepayment features of syndicated, mezzanine and second lien term loans. The panel will discuss provisions currently used in each type of loan to balance the borrower's need for flexibility in future operations with the lender's need for call protection and preservi...
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Drafting Standstills in Intercreditor Agreements: Balancing Rights and Remedies of Junior...
Structuring Duration, Commencement, Expiration, Notice, Reinstatement and Other Provisions
February 13, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will discuss key issues involved in drafting and negotiating standstill provisions of intercreditor agreements from the perspective of both senior and junior lienholders. Topics the program will address include, among others, the scope, nature, duration and commencement of the stand...
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UCC Article 9: Purchase Money Security Interests and Blanket Asset Lien Exclusions
Documenting and Perfecting a PMSI; Statutory, Contractual and Other Exclusions
January 30, 2018 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance counsel with a discussion of items commonly carved out of Article 9 blanket liens, either by operation of law or by market practice. The panel will also review purchase money security interests, which are "super liens" that trump existing blanket lien...
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Third-Party Preferred Equity as a Financing Device: Structuring "Debt-Like" Equity
Drafting Protective Covenants and Remedies Provisions; Redemption and Tax Issues
November 7, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will discuss structuring preferred equity investments (PEIs) from the perspectives of the sponsor and investor. The panel will review how PEIs compare with debt and other equity investments and discuss key protective covenants and tax considerations in structuring PEIs.
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Investment Advisers and the Custody Rule: New SEC Guidance and Actions to Take Now
Standing Letters of Authorization, Imputed Custody, and Disclosure Requirements
October 24, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will examine the Custody Rule as currently interpreted and enforced under the Investment Company Act of 1940 (the Act). The panel will discuss recent SEC guidance on imputed custody and standing letters of authorization, disclosure requirements, and best practices for investment adv...
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Opinions of Counsel in Cross-Border Financial Transactions
Reconciling U.S. Customary Practice with Non-U.S. Expectations; Assumptions & Qualications...
September 20, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will provide a framework for U.S. attorneys to give opinions in cross-border transactions, including enforceability, authority, choice of law, dispute resolution, no violation of U.S. law, and more. The panel will discuss how differences in custom and practice between U.S. and non-U...
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Structuring Merchant Cash Advances: Alternative Financing for Emerging Companies, Lessons...
Documenting True Sale and Contingent Payments; Avoiding Loan Categorization; UCC, Licensin...
August 23, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will equip finance counsel to structure and document merchant cash advance transactions. The panel will discuss recent cases that distinguish merchant cash advances (MCAs) from conventional loans, and outline best practices for avoiding loan categorization, perfecting a UCC security...
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Private Equity Management Fees and Expenses: Avoiding Investor Claims and SEC Enforcement...
Lessons From Recent Claims and Penalties; Procedures and Disclosures to Improve Investor C...
August 22, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will instruct counsel for private equity (PE) fund managers on the disclosure issues and conflicts of interest associated with fund fees and expense allocations. The panel will discuss recent SEC actions, and best practices in administration and reporting that will pass muster with...
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Secondary Credit Facilities for Private Equity and Hedge Funds: Financing LP Interests for...
Negotiating Eligible Investments, Advance Rates, Borrower Base and Financial Covenants; Al...
August 8, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will enable finance counsel to structure secondary credit facilities secured by limited partnership (LP) interests and related assets in private equity and hedge funds. The panel will discuss alternative deal structures, the deal terms related to each, and pitfalls to avoid.
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Creatively Completing the Capital Stack: Real Estate GP Private Equity Funds
Structuring Key Deal Terms Regarding Distribution, Sharing of Promote and Fee Income, Capi...
July 20, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the rise of real estate general partner (GP) private equity funds and key legal issues implicated by them. The program will analyze key deal terms of GP funds and provide insights and perspectives into opportunities and risks for both sponsors and investors.
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Foreign Private Issuers: Qualifying for Valuable Exemptions from SEC Reporting Requirement...
Analyzing the Shareholder Test and Business Contacts Test, Maintaining FPI Status, New SEC...
May 10, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the criteria for qualifying as a foreign private issuer (FPI) for purposes of securities registration, and review best practices for documenting and obtaining FPI status and reduced reporting requirements afforded FPIs. The panel will also discuss new guidance released...
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Basel III Capital Retention Requirements: Impact on Loan Structures and Loan Documentation
Structuring Yield Protection and Increased Costs Provisions, Transfer Restrictions, Purpos...
May 4, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will discuss current Basel III standards and how they have impacted the commercial lending landscape. The program will look at the impact of the standards on terms and conditions of loan structures and loan documentation provisions that have been changed by lenders to meet Basel III...
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Investment Advisers Under Heightened Scrutiny: Lessons from Recent SEC Enforcement Actions
Avoiding Conflicts of Interest, Non-Disclosure of Fees and Allocations, Insider Trading, a...
March 29, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will examine recent SEC actions against investment advisers, and the procedures and safeguards they should implement to prevent such claims. The panel will discuss conflicts of interest, non-disclosure of fees and expenses, misappropriation, misstatement of investment performance, a...
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Minimizing Lender Risks of Fraudulent Transfer in Bankruptcy and Under the Uniform Voidabl...
Navigating the Contours of Lender "Inquiry Notice" and Due Diligence
March 14, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will discuss risks lenders face when a borrower or other creditor challenges payments made by the borrower to the lender as a fraudulent transfer either in bankruptcy or under the Uniform Voidable Transactions Act. The program will discuss lender strategies for minimizing the risks...
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Secured Lending: Negotiating and Interpreting Best Efforts, Ordinary Course of Business, a...
Documenting Grant of Security Interest in Assets Subject to Anti-Assignment Clause and Int...
March 2, 2017 • CLE • CLE On-Demand, Download
This CLE webinar will provide guidance on structuring anti-assignment clauses in secured debt financing agreements and interpreting financing agreement terms that are often not properly understood, including "ordinary course of business," "best efforts," "reasonable best efforts" and "commercially r...
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Swap Collateral Documentation and the New Final Margin Regulations for Uncleared Swaps
Preparing for Profound Changes to Swap Activities, Revising Collateral Documentation to Co...
September 29, 2016 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the newly finalized regulations regarding uncleared swap margin requirements, how the new changes impact the ability of financial institutions to enter into over-the-counter swaps generally, and how collateral documentation will need to be revised to ensure that derivat...
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Asset-Based Lending and Structured Finance: Isolation of Assets, Bankruptcy-Remote Structu...
What Traditional Lenders Should Know About the Application of Structured Finance Technique...
September 1, 2016 • CLE • CLE On-Demand, Download
This CLE webinar will address the basics of structured finance facilities, including isolation of assets, bankruptcy-remote structures and waterfall technology.The program will focus on understanding these facilities and - in particular - their importance and application inside a capital structure t...
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Rule 506(b) Securities Offerings: Leveraging 506(b) Placements, Comparison to Rule 506(c)...
Navigating Rules for Solicitation and Accreditation Process for Non-Accredited Investors
August 24, 2016 • CLE, CPE • CLE On-Demand, Download
This CLE webinar will compare and contrast four types of private securities offerings under SEC Rule 506 utilizing different types of solicitation tools:
* Rule 506(b) without using a technology platform to communicate the offering to investors
* Rule 506(b) using a technology platform to communic...
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Distressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and...
Curing and Addressing Financial Covenant Breaches From Lender and Borrower Perspectives
August 18, 2016 • CLE • CLE On-Demand, Download
This CLE webinar will provide counsel with strategies for restructuring a distressed loan, focusing on equity cure rights and loan amendment and modification techniques. The program will discuss strategies from the perspectives of both lenders and borrowers to execute a successful and efficient work...
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Private Equity Fund Restructuring: Negotiating Terms, Avoiding Conflicts of Interest and A...
Navigating Sponsor Fiduciary Duties, Options for Existing Investors, and Regulatory Requir...
August 10, 2016 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the rising trend of restructuring end-of-fund-term and other nonviable private equity funds, developing market practice for fund restructurings, and best practices to negotiate restructuring terms, minimize conflicts of interest and avoid regulatory scrutiny.
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Equity Financing: Using Stocks, Bonds, Mutual Funds and Other Investment Vehicles as Colla...
Navigating the Interplay of Regulations U and X, Rule 144, and UCC Articles 8 and 9 for Le...
July 21, 2016 • CLE • CLE On-Demand, Download
This CLE webinar will prepare business and finance counsel in structuring loan transactions in which stock, bonds, mutual funds and other investment vehicles are used as collateral to secure the loan. The program will address how to properly perfect the security interests while complying with Regula...
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Reg D Rule 506 Private Offerings: Verifying Accredited Investors and Identifying "Bad Acto...
Navigating New SEC Report on Accredited Investor Definition, Exercising Bad Actor Due Dili...
June 22, 2016 • CLE • CLE On-Demand, Download
This CLE webinar will discuss SEC rules and counsel due diligence in Reg D Rule 506 private offerings regarding the issuer's verification obligations that investors in the offering meet the definition of "accredited investors" and that people associated with issuers and intermediaries are not "bad a...
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Alternative Private Equity Funds: Pledge Funds, Managed Accounts, Deal-by-Deal Co-Investme...
Structuring and Negotiating Alternative Funds for Investment Managers and Investors
March 29, 2016 • CLE • CLE On-Demand, Download
This CLE webinar will analyze the current state of the investment market that has given rise to alternative funds such as industry pledge funds, managed accounts, deal-by-deal structures, and other combo funds blending features of blind-pool/committed and pledge funds. The panel will review the pros...
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Investment Adviser Compliance and Reporting: Latest Developments and OCIE Exam Hot Button...
Navigating Form ADV Amendments and Preparing for OCIE Examination Priorities, Including Ne...
February 17, 2016 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the latest developments in Investment Adviser Compliance and Reporting. The program will cover upcoming 2016 Form ADV Filings and the SEC's proposed rules to expand ADV reporting responsibilities. The program will also cover OCIE examination priorities, including its ne...
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UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests
Navigating Statutory, Contractual and Other Exclusions to All Asset Collateral Liens and P...
December 15, 2015 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance counsel with a discussion of items commonly carved out of Article 9 blanket liens, either by operation of law or by market practice. The panel will also review purchase money security interests, which are "super liens" that trump existing blanket lien...
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Financing In-Transit Inventory: Perfecting Security Interests and Resolving Priority Dispu...
Lender Due Diligence, Bankruptcy Risks, Intercreditor Agreements With Third Parties With C...
November 24, 2015 • CLE • CLE On-Demand, Download
This CLE webinar will offer guidelines for counsel advising lenders dealing with in-transit inventory financing. The panelists will share their experiences on the key pitfalls presented by financing in-transit inventory and outline strategies for perfecting security interests, enforcing remedies and...
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Unraveling Bank Regulatory Developments Affecting Lending: Leveraged Lending Guidance, Bas...
Navigating Changes in the Long-Term Lending, Leveraged Lending, Securities Finance and Rep...
September 10, 2015 • CLE • CLE On-Demand, Download
This CLE webinar will discuss key bank regulatory actions taken designed to address bank capital, leverage and liquidity, particularly the Leveraged Lending Guidance, Capital Requirements, Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR). The program will focus on the impact of...
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Rule 144A and Regulation S Securities Offerings: Navigating the Process and Closing the De...
Preparing the Offering Memorandum, Purchase Agreement, Registration Rights Agreements and...
September 3, 2015 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the process for conducting securities offerings pursuant to Rule 144A and Regulation S under the Securities Act, liability and associated disclosure considerations, the drafting and negotiating of the purchase agreement, registration rights agreement (if any) and other...
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IPOs for Private Equity-Sponsored Companies Post-JOBS Act: Overcoming the Legal Complexiti...
Navigating Stockholder Arrangements, Financial Reporting and Disclosures, Corporate Govern...
March 12, 2015 • CLE • CLE On-Demand, Download
This CLE program will discuss market trends for IPOs of private equity-sponsored companies, the impact of the JOBS Act, and legal issues involved in preparing for an IPO, including stockholder arrangements, SEC and SOX financial reporting, and disclosures and corporate governance and control issues.
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Asset Securitization: Impact of Regulation AB II, the Credit Risk Retention Rules and the...
Navigating the Complexities of Federal Laws and Rules Governing the Offer and Sale of Asse...
November 25, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will guide finance counsel on how to navigate the complexities of the many new federal laws and rules that govern the offer and sale of asset-backed securities and subsequent periodic reporting. The program will analyze the effects of the newly-finalized Regulation AB II and credit...
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Syndicated Loan Agreements: Amend and Extend, Borrower and Affiliate Lender Buybacks, Cash...
Structuring Provisions to Address Lender and Borrower Objectives and Risks
November 13, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will provide fianance market participants with an analysis of recent trends in syndicated loan documentation - amend and extend transactions, borrower and affiliate lender buybacks, cashless rolls, disqualified institutions and pro-rata sharing. The panel will discuss how to structu...
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Covenant-Lite Loans: Recent Trends for U.S. Middle Markets and European Markets
Analyzing Elements of Cov-Lite Loans for Borrowers and Lenders
August 28, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will provide banking and commercial finance counsel with an analysis of covenant-lite loans, typical provisions, key elements, how they compare to earlier terms, as well as market trends for U.S. middle market deals and European deals.
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Leveraging UCC Art. 9 and 3, State Foreclosure Laws to Protect Enforceability of Mortgages...
Overcoming Challenges of Securitization and MERS in Mortgage Foreclosure Proceedings
August 14, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will provide finance counsel with an analysis of mortgage notes under UCC Articles 3 and 9 and state foreclosure laws. The panel will discuss how to reconcile the UCC and state law with respect to the ownership, transfer, and enforcement of mortgage notes and mortgages.
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Mezzanine Financing: Legal Considerations for Middle Market Deals
Evaluating and Structuring Financing for Acquisitions, LBOs, Expansions, Recapitalizations...
July 24, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will prepare lending and commercial finance counsel to understand mezzanine financing as an alternative financing source for middle market companies in the evolving credit market. The panel will explain how to identify when mezzanine financing is viable and best practices for struct...
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Structuring Capital Call or Subscription Loan Facilities for Investment Funds: Strategies...
Understanding Current Trends and Terms, Drafting Loan Provisions, and Conducting Due Dilig...
July 10, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will provide finance counsel for lenders and funds with a briefing on current trends and terms of subscription loan or capital call commitment facilities for investment funds. The panel will outline approaches for structuring the loan facility, examining the underlying fund structur...
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Unitranche Financing for Middle Markets: Loan Facility Structure and Market Trends for Bor...
Structuring Agreements Among Lenders, Maximizing Recovery for First-Out and Last-Out Lende...
June 12, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the structure of unitranche loan facilities, the differences between unitranche loan facilities and first/second lien facilities and senior/mezz facilities, current trends in the unitranche loan facility "market," and potential enforcement issues with (AALs) after a def...
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Drafting and Negotiating Convertible Preferred Stock Provisions: Protecting Interests of B...
Structuring Liquidation and Distribution Preferences, Conversion Rights, Negative Control...
May 8, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the risks and benefits of convertible preferred stock for investors and companies in negotiating convertible preferred term sheets to fully capture the benefits of the investment. The panel will discuss drafting considerations for key terms including liquidation prefere...
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Venture Lending, Working Capital and Term Loans for Emerging Companies: Borrower and Lende...
Negotiating Loan Terms, Collateral Requirements, Warrants, Revenue, Liquidity and Non-Fina...
April 10, 2014 • CLE • CLE On-Demand, Download
This CLE webinar will discuss debt financing traditionally available to emerging companies--bank and non-bank term loans, working capital facilities and equipment financing. The program will analyze current market loan terms and conditions, borrower negotiation of the term sheet, and lender due dili...
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UCC Article 9 Amendments: Operating Under the New Rules
Navigating New Secured Lending Rules, Filing and Search Procedures, and Due Diligence Prac...
December 17, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will brief commercial finance attorneys on changes under UCC Article 9 amendments and outline how practitioners should adjust their search methods and due diligence practices in light of the new rules.
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Key Title VII Implications of Dodd-Frank for Swaps and Derivatives Activities
Navigating Legal Challenges for Funds, End-Users and Other Buyers
September 25, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance counsel with a review of recently effective Title VII regulations for swaps and derivatives. The panel will focus on implementation, the clearing process and execution, choices and extraterritorial applications that apply to hedge funds, end users, an...
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Structuring Commercial Loan Documents to Protect Non-Affiliated Lenders
Negotiating and Drafting Provisions Involving Loan Buybacks, Additional Pari Passu Debt, N...
September 18, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance attorneys with a review of loan buyback provisions, explaining how they can fail to protect non-affiliated lenders and offering approaches to negotiate and draft to address non-affiliated lenders' concerns.
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Structuring Securities Offerings After the JOBS Act Private Placement Revisions
Leveraging Solicitation and Advertising Opportunities and Navigating Stricter Rule 506 Saf...
August 22, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will focus on the impact of the SEC changes to Regulation D and Rule 506 which will take effect mid-September, discuss new opportunities for advertisement for private placements, and address "bad actor" provisions and the proposed changes to private placement provisions to increase...
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Structuring Multi-Lender Syndicated Loan Agreements
Crafting Provisions Covering Defaulting Lenders, Amend and Extend, and Pro Rata/Sharing to...
July 24, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will provide practitioners with an analysis of issues that arise in multi-lender syndicated loan agreements. The panel will outline how to draft clauses to protect all parties to the agreement and bolster the enforceability of provisions in the face of a lender default or insolvency...
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Business Development Companies: A Re-Emerging Alternative Capital Source
Leveraging BDCs to Finance Business Ventures
July 18, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance counsel with a review of business development companies (BDCs), which are emerging as a capital-raising alternative. The panel will offer strategies for taking advantage of opportunities while minimizing legal risks for finance counsel to investors an...
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Covenant-Lite Loans: Leveraged Lending in the Syndicated Loan Market
Analyzing Elements and Structuring Provisions of Cov-Lite Loans for Borrowers and Lenders
May 30, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will provide banking and commercial finance counsel with an analysis of cov-lite loans, including current market conditions favoring the loans, typical provisions, and key elements. The panel will discuss the benefits and disadvantages of cov-lite loans for borrowers and lenders.
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Keys To Equity Financing: The Compliance Requirements for Lenders and Borrowers
Structuring Loans Secured by Stock, Hedge Fund Shares, 40 Act Companies and Other Investme...
May 23, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will provide business counsel with a review of Regulations U and X, Rule 144, and UCC Articles 8 and 9, focusing on how to structure financing secured by stock, hedge fund shares, 40 Act companies and other investment vehicles.
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Mezzanine Financing: Legal Considerations for Middle Market Deals
Evaluating and Structuring Financing for Acquisitions, LBOs, Expansions, Recapitalizations...
February 28, 2013 • CLE • CLE On-Demand, Download
This CLE webinar will prepare commercial finance counsel to understand mezzanine financing as a financing alternative in the evolving credit market, identify when this method is viable, and explain structuring such transactions in light of the wide range of choices available.
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UCC Recent Developments: Practical Implications for Lenders' Security Interests
Evaluating Impact on Mortgage Notes, Treatment of LLPs, Anti-Assignment Terms on Security...
December 20, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will review the practical implications of recent UCC developments on lenders' security interests. The panel will discuss the impact on mortgage notes, treatment of limited liability partnerships, anti-assignment terms on security interests, recent case law, and a summary of the stat...
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Deposit and Security Account Control Agreements Under the UCC
Perfecting Security Interests in Special Collateral Types
December 20, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will provide banking counsel with an analysis of the requirements and methods for creating and perfecting security interests in bank accounts, securities accounts and other investment property. The panel will offer best practices for drafting and negotiating control agreements and a...
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Equipment Leasing and Financing: Structuring and Documenting the Transaction
Navigating Financing Structures, Characterization Issues, and Other UCC, Tax and Accountin...
October 17, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance counsel with a review of the factors involved when negotiating and drafting key terms in equipment leases and lease-financing transactions, including characterization, UCC, tax and accounting provisions.
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Loan Covenants, Events of Default and MAC Clauses
Structuring Effective Credit Agreement Provisions to Maximize Borrower Protection and Lend...
June 26, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will provide borrowers' and lenders' counsel with a review of loan documentation recent trends and best practices for structuring covenants and events-of-default clauses in commercial loans.
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JOBS Act: Capital-Raising Regulatory Reform for Mid-Market and Emerging Companies
Navigating Significant Securities Law Changes Impacting IPOs and Private Placements
June 12, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will provide commercial finance counsel with a review of the most significant provisions of the JOBS Act. The panel will focus on how this law expands capital-raising options for small, mid-market and emerging companies and the law's effect on the IPO and private placement process.
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Financing Public-Private Partnerships for Infrastructure Assets
Mitigating Legal Risks and Anticipating Tax Consequences of PPP Deals
June 6, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will provide guidance for counsel structuring financing for public-private partnership infrastructure projects. The panel will offer best practices for allocating legal risk and will also analyze critical tax planning strategies when structuring the deal.
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Secured Transactions: Enforcing a Security Interest After Default Under UCC Article 9
Navigating the Notice Requirements, Remedies and Enforcement Rules
May 24, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will focus on actionable default in secured transactions and discuss the numerous enforcement options and remedies available to secured parties under Article 9 of the UCC, highlighting best practices for lenders to follow upon borrower's default.
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Perfecting and Maintaining Article 9 Security Interests
Avoiding Pitfalls in Perfection and Analyzing the Impact of 2010 UCC Amendments
May 8, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will provide guidance to lenders' counsel in perfecting security interests. The panel will discuss the impact of UCC 2010 Amendments and outline best practices for maintaining perfection over the course of the loan.
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Capital-Raising Alternative for Middle Market Companies: Small Business Administration's S...
Navigating Funding and Licensing Requirements to Access Leverage Commitments
April 24, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will prepare commercial finance counsel to leverage the small business investment company (SBIC) program as a capital raising alternative. The panel will identify when this option is viable, discuss accessing leverage commitments, and outline how to navigate licensing requirements.
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Commitment Letters in Commercial Loans
Borrower and Lender Approaches to Negotiate and Enforce Binding Loan Commitments
March 15, 2012 • CLE • CLE On-Demand, Download
This CLE webinar will provide guidance to counsel for lenders and borrowers on negotiating loan commitment letters. The panel will outline best practices for enforcing loan commitments and resolving disputes.
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Letters of Credit, Stand-by Letters and Bank Demand Guarantees
Crafting Credit Instruments for Domestic and International Financing Transactions
December 20, 2011 • CLE • CLE On-Demand, Download
This CLE webinar will provide banking counsel with an analysis of the requirements of letters of credit and bank demand guarantees. The panel will discuss distinctions between the various documents and provide best practices for drafting documents in domestic and international commercial transaction...
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IPO Readiness Strategies: Navigating the Legal Complexities
Meeting the Challenges of Corporate Governance, D&O Liability, Confidentiality and More
August 3, 2011 • CLE • CLE On-Demand, Download
This CLE webinar will provide guidance to corporate finance counsel for navigating the IPO process and outline strategies for meeting the legal and practical challenges that arise during IPO planning.
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Alternative Public Offerings: An Emerging IPO Option
Using APOs to Go Public and Gain Faster and More Cost-Efficient Access to Capital Markets
June 16, 2011 • CLE • CLE On-Demand, Download
This CLE webinar will provide strategies for counsel advising private companies on alternative routes to go public with the goal of accessing capital markets. The panel will discuss recent trends for going public, outlining a variety of APO options, benefits associated with each and regulatory chang...
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Structuring Default Provisions in Commercial Loans
Maximizing Borrower Protection and Lender Remedies Through Effective Event of Default Clau...
June 7, 2011 • CLE • CLE On-Demand, Download
This CLE webinar will provide strategies for borrowers' and lenders' counsel negotiating event of default provisions in commercial loans. The panel will discuss the impact of the economic crisis, recent litigation trends, and key court rulings affecting the enforcement of default provisions.
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Protecting Lender Interest in Borrower Insurance Proceeds
Navigating Insurance and Bankruptcy Issues in Commercial Lending
April 12, 2011 • CLE • CLE On-Demand, Download
This CLE webinar will provide counsel for lenders and financial institutions with a review of how insurance proceeds are treated under the UCC and bankruptcy law. The panel will discuss recent legal developments impacting insurance requirements in financing transactions and outline loss mitigation s...
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Going Private: Legal and Strategic Considerations
Structuring Transactions to Withstand Court and SEC Scrutiny
August 17, 2010 • CLE • CLE On-Demand, Download
This CLE webinar will prepare corporate counsel to overcome the legal and practical challenges associated with going private transactions, including fiduciary duty issues, procedural requirements and mandatory disclosures.
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At-the-Market Offerings: Legal Considerations for Issuers and Investors
Evaluating and Using ATMs to Raise Public Equity
May 12, 2010 • CLE • CLE On-Demand, Download
This CLE webinar will provide guidance to counsel advising issuers and institutional investors on the emerging use of at-the-market offerings as a financing alternative. The panel will offer strategies for leveraging the new financing opportunity while managing legal and business risks.
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Debt Exchange Offers: Legal Strategies for Distressed Issuers
Navigating Complex Securities Laws When Restructuring Convertible Debt Securities
April 15, 2010 • CLE • CLE On-Demand, Download
This CLE webinar will provide guidance on debt exchange offers for counsel to companies seeking to restructure their balance sheets and mitigate debt service requirements. The panel will examine current trends in the use of debt exchange offers, explain how exchange offers are being structured, and...
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Collateralized Debt Obligation Litigation on the Rise
Strategies for Investors, Issuers and Trustees to Pursue and Defend CDO Claims
March 18, 2010 • CLE • CLE On-Demand, Download
This CLE webinar will offer guidance to counsel for issuers, investors and trustees, who are defending, bringing or entangled in lawsuits alleging issuer fraud in concealing the risks of investing in collateralized debt obligations. The panel will review recent CDO litigation and discuss strategies...
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Negotiating Contingent Value Rights in M&A Transactions
Leveraging CVRs to Bridge the Value Gap and Facilitate Deals
February 9, 2010 • CLE • CLE On-Demand, Download
This CLE webinar will discuss the types of acquisition deals and conditions for which CVRs are most suited and provide best practices for negotiating and structuring deals involving CVRs in a way that benefits and protects both buyers and sellers.
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M&A Due Diligence and Integration
Conducting an Efficient Assessment of Value, Risks and Liabilities
January 26, 2010 • CLE • CLE On-Demand, Download
This CLE webinar will discuss how companies and counsel can mitigate the legal risks involved in mergers and acquisitions, including the development and implementation of an effective due diligence program and best practices for efficient integration.
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The Wells Process in SEC Enforcement Actions
Settlement Submissions in SEC Investigations: Evaluating Whether and How to Submit
January 6, 2010 • CLE • CLE On-Demand, Download
This CLE webinar will examine what works and does not work in the SEC Wells process. The panel will provide strategies for counsel representing corporations in SEC enforcement actions on evaluating whether and how to use the Wells process to settle investigations.
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When the SEC Comes Knocking
Strategies for Responding to SEC Investigations and Minimizing Penalties
November 10, 2009 • CLE • CLE On-Demand, Download
This seminar will review current SEC enforcement activities and best practices for responding to an SEC subpoena, including protecting attorney-client and work product privileged documents. The panel will review strategies to prevail in an SEC investigation.
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Negotiating Indemnification Provisions in M&A Deals
Crafting Provisions to Allocate Transaction Risks
November 4, 2009 • CLE • CLE On-Demand, Download
This seminar will discuss strategies for negotiating indemnification provisions in M&A deals to protect buyers and sellers and reduce post-closing disputes.
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Emerging Financing Strategy: Using IP Assets as Collateral
Legal Strategies for Borrowers and Lenders in Asset-Based Lending Transactions
October 21, 2009 • CLE • CLE On-Demand, Download
This seminar will examine the use of intellectual property assets in arranging financing, which has emerged as a valuable alternative financing strategy in the current economy. The panel will review key legal issues for borrowers and lenders to minimize the risks associated with the use of IP as col...
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Business Development Companies: An Alternative Capital Source
Evaluating and Using BDCs to Finance Business Ventures
October 6, 2009 • CLE • CLE On-Demand, Download
This seminar will review Business Development Companies, which are re-emerging as a capital-raising alternative for businesses. The panel will offer strategies for taking advantage of opportunities while minimizing legal risks for finance attorneys and counsel to private equity and venture funds.
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Deposit and Security Account Control Agreements Under the UCC
Negotiating and Drafting Agreements to Perfect Security Interests
September 9, 2009 • CLE • CLE On-Demand, Download
This seminar will analyze the methods and requirements for perfecting security interests in bank deposits, security accounts and other investment property for legal counsel. The panel will offer best practices for drafting and negotiating control agreements and offer perspectives on the ABA model co...
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M&A Transactions: Capitalizing on Intellectual Property Assets
Structuring Deals to Leverage IP Value and Minimize Legal Risk
September 8, 2009 • CLE • CLE On-Demand, Download
This seminar will examine due diligence and valuation strategies for M&A deals involving IP assets. The panel will discuss how to structure M&A transactions involving IP assets--in and out of bankruptcy--to maximize opportunity and minimize legal risk for buyers and sellers.
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Distressed M&A: Seizing New Opportunities, Minimizing Legal Risks
Buying and Selling Troubled Businesses In and Out of Bankruptcy
September 2, 2009 • CLE • CLE On-Demand, Download
This seminar will discuss new opportunities in distressed M&A and offer best practices for deal counsel who are involved in structuring deals both inside and outside of a bankruptcy proceeding.
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Structuring M&A Financing: New Strategies for the Current Market
Evaluating the Alternatives and Securing the Optimal Deal
August 12, 2009 • CLE • CLE On-Demand, Download
This seminar will examine the most common terms and structures being used by M&A counsel to keep deals flowing in the current economy. The panel will evaluate financing and structure alternatives and provide strategies for counsel to buyers and sellers to minimize risks in various structures to clos...
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Restructuring Alternatives for High Yield Bonds
Evaluating and Using Exchange Offers and Prepacks to Avoid Bond Default
July 29, 2009 • CLE • CLE On-Demand, Download
This seminar will examine the restructuring alternatives available for high yield bonds, legal considerations when restructuring, and strategies for choosing and implementing the various alternatives.
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A Roadmap to Emerging Financing Alternatives
Leveraging Opportunities in Rights Offerings, Registered Directs, and More
June 18, 2009 • CLE • CLE On-Demand, Download
This seminar will discuss emerging and shifting trends in capital-raising strategies, analyze emerging financing structures, and evaluate the financing opportunities for issuers, investors, shareholders and investment banks.
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Negotiating Intercreditor Agreements as Bankruptcy Filings Soar
Strategies for First and Second Lienholders in an Uncertain Enforcement Environment
May 26, 2009 • CLE • CLE On-Demand, Download
This seminar will discuss the current gray areas surrounding the enforceability of intercreditor agreements in bankruptcy proceedings and offers best practices for negotiating an enforceable agreement.
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Material Adverse Change Clauses in M&A Deals: Current Enforcement Trends
Lessons on the Use and Interpretation of MAC Clauses From Hexion v. Huntsman and Other Rec...
April 30, 2009 • CLE • CLE On-Demand, Download
This seminar will discuss current trends amid the economic crisis that surround the use and interpretation of material adverse change (MAC) clauses. The panel will offer their strategies for negotiating and litigating MAC clauses in merger agreements.
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