This CLE course 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. Read More

This CLE course will prepare lender's 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 lende... Read More

This CLE course 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. Read More

This CLE course 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 risks... Read More

This CLE webinar will examine the SEC's recently proposed changes to the Custody Rule (into the new Safeguarding Rule) and the new requirements they impose on registered investment advisers (RIAs) and qualified custodians. The panel discussion will include the particular risks associated with crypto... Read More

This CLE course will provide finance counsel with the tools to structure credit facilities for private equity funds, including subscription and net asset value (NAV) based facilities and hybrids that combine aspects of both. The panel will contrast the documentation and collateral for subscription v... Read More

This CLE course will discuss ESG in fund finance, and specifically how to structure and draft sustainability-linked loans (SLLs) in order to help achieve ESG-related objectives. Read More

This CLE course will discuss the documentation of side letters between private fund managers and investment partners who need or demand terms that may vary from the underlying partnership agreement. The panel will examine most favored nation (MFN) clauses, transfer rights, excusal rights, special re... Read More

This CLE course will discuss how the meaning of general solicitation in the context of private securities offerings has evolved since the enactment of the JOBS Act and the advent of solicitation online and through social media channels. The program will focus on SEC guidance on general solicitation... Read More

This CLE webinar will provide a section-by-section analysis of the terms and conditions contained in a commercial loan agreement. The panel discussion will include various types of loan facilities including term loans, revolving credit facilities, and syndicated transactions. Read More

This CLE course 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,... Read More

This CLE course will outline best practices for secured lenders regarding filing and searching methods under the Article 9 filing rules. The program will also address recent case law developments and the impact on searching and filing from the 2022 amendments to the Uniform Commercial Code. Read More

This CLE course will examine the structuring of loans for private credit funds, including NAV/ABL credit facilities, rated notes, partner loans, and other methods by which private lenders finance their lending capabilities. The panel will discuss special concerns with private credit funds, including... Read More

This CLE webinar will discuss dual class share structures from adoption to exit, including key issues at each step. We will review typical features of IPO dual class structures, including common charter and bylaw provisions, such as how the high-vote shares may convert to low-vote shares, and how th... Read More

This CLE course 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 b... Read More

This CLE course 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 panel... Read More

This CLE course 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 guidance, and best practices in administration and reporting that will pass... Read More

This CLE course will examine current market terms and conditions for leveraged loans and high-yield bonds and the 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 c... Read More

This CLE course will examine the liability risks for sponsors of special purpose acquisition companies (SPACs) and explain how a de-SPAC transaction should be structured to avoid conflicts of interest, SEC disclosure violations, and mismanagement claims. Read More

This CLE course will provide lender's counsel with a framework for responding to commercial loan defaults. The panel will discuss remedies typically available under loan documents, creative approaches to deal with troublesome loans, and issues the lender should consider before proceeding with accele... Read More

This CLE webinar will provide corporate counsel with guidance in how to spot securities law issues that may impact a proposed transaction or raising of capital, and steps to take to mitigate against the risks associated with an SEC or state investigation or private party litigation. Read More

This CLE course will discuss clawbacks of carried interest distributions received by private equity fund managers, focusing on the various clawback mechanisms, structuring fund distribution waterfalls and clawback provisions, and the tax ramifications of clawback events. Read More

This CLE webinar will examine the SEC's recently adopted amendments relating to Rule 10b5-1 trading plans. The panel will discuss the new disclosure requirements, the controls and processes that companies should consider in order to conform with the new rules, and the potential liability of companie... Read More

This CLE course 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. Read More

This CLE course will examine the complexities in negotiating and documenting an asset-based lending (ABL) facility alongside a leverage loan facility with the same borrower, including the differing collateral and priorities between an asset-based facility and a term loan facility, and how those diff... Read More

This CLE webinar will discuss the scheduled phaseout of LIBOR (London Interbank Offered Rate) and outline steps finance counsel must take now to amend existing credit agreements tied to LIBOR to transition appropriately to a new benchmark rate. The panel will discuss issues to consider in implementi... Read More

This CLE course will analyze down-round financings from the vantage point of the company and its investors. The panel will discuss the implications of a down round for employees and existing stockholders, board fiduciary and process issues, and technical and structuring considerations. Read More

This CLE course 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. Read More

This CLE course will examine three types of credit support packages that lenders may consider when lending to a private investment fund. The panel will discuss the credit support features of unfunded equity capital commitments of limited partners (capital commitments), a guaranty and an equity commi... Read More

This CLE course will examine the current regulatory and enforcement landscape for investment advisers. The panel will discuss recently proposed SEC rules regarding oversight of third-party service providers, the amended Marketing Rule, the private fund adviser rule proposal, reporting requirements f... Read More

This CLE course 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 e... Read More

This CLE webinar will explore the issues borrowers and creditors should consider in analyzing and documenting new debt under syndicated credit facilities. The panel will discuss accordion and incremental-in-lieu provisions and ratio debt baskets, which allow new lenders to benefit from a pari passu... Read More

This CLE course will enable finance counsel to structure a revolving credit financing where inventory is the collateral. The panel discussion will include attachment and perfection under the UCC, ensuring a continuing interest in proceeds upon sale, and how best to establish priority over competing... Read More

This CLE course 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... Read More

This CLE course will examine the impact of the Foreign Investment Risk Review Modernization Act (FIRRMA) on private investment funds. The panel will discuss the regulatory hurdles and filing requirements associated with CFIUS review, and how best to structure foreign investments in private equity an... Read More

This CLE webinar will examine the SEC's final rule for pay versus performance disclosures, including the public companies affected by the rule and the timeline for compliance. The panel will also discuss the steps companies should take now to be able to prepare for the new expanded disclosures to be... Read More

This CLE program will explain the effect of the Hague Securities Convention on practices under Articles 8 and 9 of the Uniform Commercial Code. It will focus on the circumstances in which new clauses should be inserted into securities account agreements and account control agreements and in which in... Read More

This CLE course 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 t... Read More

This CLE course will discuss structuring, negotiating, and documenting venture capital investments from term sheet to closing. The panel will also discuss recent changes to the National Venture Capital Association (NVCA) Agreements and the extent to which model provisions may deviate from what is co... Read More

This CLE course will guide commercial finance counsel on how to document a security interest in corporate stock, partnership interests, and LLC interests, how to perfect such security interests properly, and how to evaluate and pursue enforcement remedies in the event a borrower defaults. Read More

This CLE program will review legal developments in co-investments for private equity, investment structures, key deal terms, and tax considerations. The panel will provide insights and perspectives into opportunities and risks for both sponsors and investors. Read More

This CLE course will examine the three-year holding period requirement for carried interests under IRC 1061 and discuss structuring techniques that can preserve long-term capital gains treatment for private equity and hedge fund managers following the enactment of the 2021 regulations. The panel dis... Read More

This CLE course will provide counsel with an examination of recent legal trends and developments impacting commercial documentation created online and signatures sent via email, text messaging, or other forms of electronic communication, focusing on loan documentation. The panel will examine legal a... Read More

This CLE webinar will analyze legal challenges to financing bitcoin and other crypto assets for bank and non-bank lenders. The panel will discuss the underlying blockchain architecture for transferring cryptocurrencies and regulatory, custodial, and UCC perfection issues concerning financing these a... Read More

This CLE course 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 the enforcement of these provision... Read More

This CLE course 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 provisi... Read More

This CLE course will discuss the issues finance counsel should consider when rendering or reviewing opinions in connection with various types of loan modifications. The discussion will include amendments that add collateral or guarantors, add tranches of debt, or modify borrower ownership structure... Read More

This CLE course will provide private equity and securities counsel with an update on the current status of Reg A and Reg D, the JOBS Act, the FAST Act, and accompanying SEC rules, including the most recent amendments to the definition of "accredited investor" and offering limits. Read More

This CLE course will examine the treatment of UCC security interests in debt obligations, intercompany loans, promissory notes, and other payment intangibles under the UCC. The program will guide counsel in creating and perfecting security interests in these contractual payment obligations. Read More

This CLE webinar will examine issues that can arise when loans that are hedged with interest rate swaps are modified, extended, or prepaid. The panel will discuss the complexities of entering and modifying swaps in syndicated credit facilities. The panel will also review what steps, if any, lenders... Read More

This CLE course will analyze various methods of structuring waterfall provisions in private equity funds and carried interest distributions to fund managers and their personnel and related clawback and allocation provisions. The program will also examine the tax implications of such provisions. Read More

This CLE course will examine recently proposed amendments to the Uniform Commercial Code (UCC) regarding virtual currencies, non-fungible tokens, and other digital assets. The panel will discuss the concept of "controllable electronic records" (CERs), how they are transferred, the related secured tr... Read More

This CLE course 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. Read More

This CLE course 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 fees and expenses, co-investments, and co... Read More

This CLE course 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 purchas... Read More

This CLE course will provide a review of the use of opinion letters in structured finance transactions, explain various elements of the opinions, and outline the types of assumptions and qualifications the opinion giver should utilize to minimize risks. Read More

This CLE course will examine the purchase, lease, and financing structures available for acquiring aircraft. The panel will examine specific structures involving purchase contracts, security agreements, and leasing options. The panel will also discuss underlying concerns for buyers/lessees/borrowers... Read More

This CLE course will include the new reporting and audit requirements, limitations on fees and expenses, prohibitions and disclosures regarding conflicts of interest and preferential treatment of investors, and fairness opinions required with adviser-led secondary transactions. Read More

This CLE course will guide counsel to commercial borrowers and lenders facing a mezzanine loan foreclosure under Article 9 of the Uniform Commercial Code (UCC). The panel will outline best practices for lenders to carry out a UCC foreclosure on a mezzanine loan. Read More

This CLE course will discuss asset-based lending (ABL) transactions, including issues associated with the borrowing base, obtaining and perfecting a security interest in the assets under the UCC, and essential terms in ABL documentation. The speakers will discuss ABL facilities for restructurings, s... Read More

This CLE course will discuss the preparation of legal opinions regarding resales of unregistered securities in the public markets relying upon the resale exemptions available under the federal securities laws, and, when available, the Rule 144 safe harbor. Section 4(a)(1 ½) and Section 4(a)(7... Read More

This CLE course will discuss legal issues attendant with advising family offices established by high net worth individuals and families. The program will discuss the Investment Advisers Act, employment and executive compensation, and U.S. and foreign income tax issues. Read More

This CLE webinar will discuss the structuring of equity-based incentives in companies seeking or having obtained private equity investment. The panel will discuss standard features of equity compensation provisions, including restrictions other investors might place on incentive equity holders, vest... Read More

This CLE course will discuss requirements for security documentation, UCC rules for perfecting the security interest, and the pitfalls encountered with competing liens and hidden liens that may trump the lender's lien priority. Read More

This CLE course will examine the critical steps in the formation and operation of a private equity fund and identify the most significant private equity fund formation trends from a capital raising, SEC regulatory, and tax standpoint. Read More

This CLE course will examine recently proposed SEC rules affecting special purpose acquisition companies (SPACs), with an emphasis on the proposed rules that would have the most impact on SPAC IPOs and de-SPAC transactions. The panel will discuss the SEC's rationale for certain of the proposed chang... Read More

This CLE course will provide legal practitioners with practical advice about preparing 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, highlight the attendant risks an... Read More

This CLE course 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 to address the conversion of such transactions to more conventional earning... Read More

This CLE course will examine some of the more common pitfalls in loan restructurings that frequently are unidentified or ignored until they appear at or after closing. The panel discussion will include agency resignations, loan mechanics, internal compliance, and regulatory considerations, as well a... Read More

This CLE course will focus on the interaction of federal securities exemptions and state "blue sky" laws. The panel will discuss the general state regulatory framework, how state blue sky laws vary, and why some states can be particularly problematic when taking advantage of Regulation D Rule 504 an... Read More

This CLE webinar will examine the formation and structuring of venture capital (VC) funds and discuss the various relationships between the fund and its limited partners, fund managers, and portfolio companies. The panel will also discuss different ways to approach deploying venture capital and inve... Read More

This CLE course will discuss the rise of real estate general partner (GP) private equity funds and critical 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. Read More

This CLE course will provide a framework for U.S. attorneys to give opinions in cross-border transactions, including enforceability, authority, choice of law, the golden rule, misleading opinions, and more. The panel will discuss how differences in custom and practice between U.S. and non-U.S. lawye... Read More

This CLE webinar will provide finance counsel with the tools to structure private placement debt. The panel will discuss the drafting and negotiation of the note purchase agreement, the offering memorandum, and the role of the agent, issuer, and investors in the private placement transaction. Read More

This CLE course will examine the critical legal issues that private fund managers should consider in managing funds and fund investments in the current market. The panel will discuss actions that managers should take now with regard to their investors, lenders, and regulators. Read More

This CLE webinar will examine margin loan facilities where securities are pledged as collateral. The panel will discuss the pros and cons of margin loan financing for private equity sponsors, the key terms and structural components of margin loan facilities, the mechanics of margin calls and cures,... Read More

This CLE course will discuss the risks and benefits of preferred stock, as well as expected developments in light of the changing market landscape. The program will discuss drafting and other considerations. Read More

This CLE course 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, agricultural... Read More

This CLE course will provide an in-depth discussion of considerations to be made by borrowers, guarantors, lenders, and servicers early on in the commercial loan workout process. Read More

This CLE course will examine the mechanics of partial liquidity transactions in middle market companies. The panel will discuss the structuring and pricing alternatives and the legal and tax issues associated with each. The panel will also discuss governance issues, including the fiduciary duties of... Read More

This CLE webinar will guide finance counsel on the structuring and documentation of revolving credit facilities. The panel will discuss draw mechanisms and other key provisions and the potential legal ramifications for lenders who fail to fund under the credit agreement. The panel will also discuss... Read More

This CLE webinar will examine the SEC's recently proposed amendments relating to Rule 10b5-1 trading plans and shareholder repurchase programs. The panel will discuss the new disclosure requirements, the controls and processes that companies should consider in order to conform with the new rules, an... Read More

The CLE course 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 poin... Read More

This CLE course will provide fund counsel with the tools for structuring blocker corporation investments by private equity and venture capital funds (PEVC funds) in a manner that seeks to address the various tax sensitivities of PEVC fund investors. Read More

This CLE course will analyze the complex issues associated with partners and LLC members' right to contractually restrict their partners from transferring their interests. These restrictions may in some cases come in sharp conflict with UCC Article 9 security interests that may override those restri... Read More

This CLE course will examine recently proposed amendments to the Uniform Commercial Code (UCC) regarding virtual currencies, non-fungible tokens, and other digital assets. The panel will discuss the concept of "controllable electronic records" (CERs), how they are transferred, the related secured tr... Read More

This CLE course will provide borrowers' and lenders' counsel with a review of the use of EBITDA, leverage ratios, and other metrics in loan documentation and uses of financial covenants. The panel will outline critical issues relating to structuring financial covenants, related definitions, and use... Read More

This CLE course will examine the process for achieving a direct listing of shares on the New York Stock Exchange (NYSE) and Nasdaq. The panel will also discuss the pros and cons of direct listing vs. an initial public offering (IPO), the new and emerging criteria for direct listings, and lessons fro... Read More

This CLE webinar will discuss the SEC's new rules for universal proxy cards in contested director elections, the effect of these new rules on all director elections, including uncontested elections, the new proxy statement disclosures mandated by these new rules, and the potential game-changing impa... Read More

This CLE course will examine the complexities in negotiating and documenting an asset-based lending (ABL) facility alongside a leverage loan facility with the same borrower, including the differing collateral and priorities between an asset-based facility and a term loan facility, and how those diff... Read More

This CLE course will provide counsel with an overview and discussion of the unique aspects of unitranche loan facilities and the interplay of those aspects in restructuring and working out of a troubled loan. Read More

This CLE webinar will examine the structuring and documentation of NAV financing for private funds. The panel will discuss LTV calculation and default triggers, first/second lien structures, UCC perfection, and intercreditor arrangements with multiple lenders. Read More

This CLE course will provide founders and 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 converti... Read More

This CLE course will provide finance counsel with the tools to structure around legal, political, and economic risks encountered in cross-border lending. The panel will discuss choice of law provisions, foreign guarantors, exit strategies if access to collateral is impaired, credit default swaps, an... Read More

This CLE course will provide finance counsel with an analysis of the enforceability of loan guaranties, including bad boy carveouts, in loan default and bankruptcy scenarios. The panel will also discuss potential liabilities for the lender and common defenses asserted by borrowers and guarantors. Read More

This CLE course will examine the IRS partnership audit rules and their impact on private equity and investment funds. The panel will discuss the provisions for partnership and LLC agreements in contemplation of the new rules, the elections available to smaller partnerships to avoid a partnership-lev... Read More

This CLE course 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... Read More

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. Read More

This CLE course will discuss structuring, negotiating, and documenting venture capital investments from term sheet to closing. The panel will also discuss recent changes to the National Venture Capital Association (NVCA) Agreements and the extent to which model provisions may deviate from what is co... Read More

This CLE course 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 co... Read More

This CLE webinar will discuss the scheduled phase-out of LIBOR (London Interbank Offered Rate) at the end of 2021. The panel will address alternative rates and provisions recommended by the Alternative Reference Rate Committee (ARRC) of the Federal Reserve Bank of New York and the steps that lenders... Read More

This CLE course will examine the critical provisions of credit agreements and secondary trading documents currently used in the loan syndication market. The panel discussion will focus on standard loan forms promulgated by the Loan Syndications and Trading Association (LSTA). LSTA trading confirmati... Read More

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... Read More

This CLE course will guide commercial finance counsel in drafting intercreditor agreements and those seeking to enforce or resist intercreditor agreements during bankruptcy proceedings. The panel will discuss ways that first lien and second lien lenders can best protect their economic interests in t... Read More

This CLE course 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 l... Read More

This CLE course will discuss the structuring of subscription credit facilities, with a focus on partnership agreement provisions that provide financing flexibility, defining borrowing base and exclusion events, loan covenants particular to subscription facilities, and lender remedies. The panel will... Read More

This CLE course will focus on strategies for direct engagement between a public company and its key institutional shareholders. The panel will discuss preparation, communication, timing, and legal requirements that directors and officers must consider when engaging with shareholders. Read More

This CLE course will analyze the Uniform Commercial Code (UCC) provisions applicable to cross-border financing transactions and discuss some of the enforcement and conflict-of-laws challenges lenders and finance counsel should understand when structuring a secured transaction involving a foreign obl... Read More

This CLE course 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 thes... Read More

This CLE course will discuss the PPP audit process after loan forgiveness has been determined and how to prepare for and respond to an SBA audit. The discussion will include a regulatory update, a review of the PPP loan forgiveness application, and best practices for documenting PPP eligibility and... Read More

This CLE course 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 dev... Read More

This CLE course will examine the structuring and documentation of preferred equity investments in private companies. The panel will discuss protective covenants and the distinctions between preferred equity and debt, terms issuers and investors should consider to ensure equity treatment, and preferr... Read More

This CLE course 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... Read More

This CLE course will provide finance counsel with a thorough understanding of UCC and Bankruptcy Code treatment of security interests in the proceeds of original collateral. In addition, the panel will discuss recent legal developments and special issues concerning attachment, perfection, and the pr... Read More

This CLE course will examine the current legal and regulatory framework around creating and marketing non-fungible tokens (NFTs). The panel will discuss regulation of NFTs as a commodity, potential securities requirements when fractional NFT interests are offered, and money-laundering and cybersecur... Read More

This CLE course will discuss the principle tax ramifications of equity investments in limited liability companies (LLCs) and limited partnerships (LPs) by private equity, venture capital, and angel investment funds. Read More

This CLE course will instruct lending counsel on critical acquisition agreement provisions to protect lenders, sellers, and buyers. Read More

This CLE course will discuss the preparation of opinion letters and the opinions typically provided by counsel in venture capital and private equity transactions. The panel will review the common elements of an opinion letter, including assumptions and qualifications, and outline common practices re... Read More

This CLE course will discuss stablecoins in the context of commercial transactions, with a particular focus on UCC rules regarding settlement of payments, adverse claims, discharge of underlying obligations, and security entitlement. The panel discussion will include the current regulatory framework... Read More

This CLE course will discuss SEC enforcement priorities for 2021, with a particular focus on special purpose acquisition companies (SPACs), environmental, social, and governance (ESG) issues, digital currencies, COVID-19 disclosures, and PPP fraud. The panel will also discuss how the appointment of... Read More

This CLE course will brief counsel on the proper use of UCC3 financing amendment and termination statements, identify potential pitfalls that can result in the lender's loss of secured interest or priority of lien, and offer best practices for secured parties to avoid unnecessary risks and costly mi... Read More

This CLE course 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. Read More

This CLE course will discuss the structuring of credit facilities comprised of multiple funds having similar sponsorship but different borrowing bases. The panel will discuss how the fund group concept should be documented to provide a single credit facility with distinct covenants, reps and warrant... Read More

This CLE course will examine evolving best practices regarding environmental, social, and governance (ESG) fund investment for asset managers. The panel will discuss ESG reporting and disclosure frameworks recently established by the EU, guidance from U.S. regulators, and ESG investment and reportin... Read More

This CLE course will discuss liability management transactions currently being employed in the syndicated loan market, including "drop-down" and "uptiering" structures and how lenders might respond to these financing maneuvers. The panel will focus on liability management exercise issues highlighted... Read More

This CLE course will discuss the structuring of investment funds when sponsored by a corporate enterprise with a core business separate from fund investment. The panel will discuss the strategic advantages of corporate sponsorship, terms that may vary in fund agreements with a corporate sponsor, and... Read More

This CLE course will cover recent changes to the U.S. bank capital rules and the impact on the commercial lending landscape. The panel will discuss how lenders may change loan structures and loan documentation and provisions to meet these requirements. Read More

This CLE course 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 and... Read More

This CLE course will analyze the terms and characteristics of direct loans and how they vary from syndicated loans. The panel discussion will include financial covenants, collateral and credit support typically required for direct loans, and how private equity lenders can tailor loan terms to each b... Read More

This CLE course will examine the Subpart F and global intangible low-taxed income (GILTI) rules regarding taxation of controlled foreign corporation (CFC) income and how those rules impact the structuring of private equity investments and funds. The panel will also discuss new regulations that offer... Read More

This CLE course 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 pra... Read More

This CLE course will discuss ship financing structures common in traditional bank loans, the emergence of private fund as a financing source, and deal terms that may vary for private fund lenders. The panel will also discuss documentation and filing of ship mortgages, maritime liens, financial coven... Read More

This CLE course 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. Read More

This CLE course 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. Read More

This CLE course 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,... Read More

This CLE course will discuss PPP lending as recently revised and expanded under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the New PPP Act or the Act). Panel discussion will include the new eligibility requirements and lending parameters, procedures for existing PPP b... Read More

This CLE course will examine recently adopted amendments to the financial disclosure requirements in Regulation S-K. The panel will discuss the SEC's focus on materiality and "principles-based" disclosures, what should be addressed in liquidity and capital disclosures, and how off-balance sheet comm... Read More

This CLE course 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. Read More

This CLE course will analyze the SEC's new fund of funds rule and guide counsel on the regulatory requirements and investor protections that investment fund managers must consider when investing in other funds. Read More

This CLE course 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... Read More

This CLE course 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 blo... Read More

This CLE course 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 Sur... Read More

This CLE course 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 of... Read More

This CLE course 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 lenders... Read More

This CLE course 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 t... Read More

This CLE course will discuss latest guidance on how each of the Main Street Lending Programs should be documented, the mechanics of the Fed's SPV participation in each loan, and concerns that must to be addressed with regard to existing financing. The panel will also discuss the interplay of the loa... Read More

This CLE course will provide banking and loan counsel with guidance for structuring and documenting a supply chain finance (SCF) facility. The panel will discuss their insights, including the pros and cons of this alternative payment structure, as well as critical issues for buyers, suppliers, and i... Read More

This CLE course will examine important new developments in equipment financing, including the implementation of lease accounting standards and bundled lease structures which include service components. The panel will also discuss recent case law regarding "true lease" categorization, damages and oth... Read More

This CLE course 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 tr... Read More

This CLE course 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 t... Read More

This CLE course 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 whi... Read More

This CLE course will examine the SEC's investigative process and fundamental misconceptions that SEC enforcement defense counsel often have about how SEC investigations work. The webinar will provide counsel with insights into the SEC's decisionmaking process and consider the tactical tools availabl... Read More

This CLE course will examine the remedies available to suppliers who have delivered or are delivering goods to financially distressed buyers in the supply chain. The panel will discuss the rights and remedies available under Article 2 of the Uniform Commercial Code (UCC), and steps to take if the bu... Read More

This CLE course will analyze the lending parameters and structural features of the Main Street Lending Program established under the CARES Act. The panel discussion will include loan terms, borrower and lender eligibility, and stock buyback and executive comp restrictions placed on participating bor... Read More

This CLE course will examine the Paycheck Protection Program (PPP) and other features of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which expand upon the existing Small Business Administration (SBA) loan programs in response to the COVID-19 pandemic. The panel will discuss exper... Read More

This CLE course will discuss the terms and structuring of delayed draw term loans. The panel will review the evolving uses of delayed draw term loans (DDTLs) in leveraged buyouts (LBOs) and other private equity transactions and critical points of negotiation, including conditions precedent to making... Read More

This CLE course 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 indemni... Read More

This CLE course will discuss features of pledge funds and the pros and cons of these industry funds compared to blind pool funds or the separately managed account model. The program will also address where the pledge fund fits in the current regulatory landscape. Read More

This CLE course 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 tim... Read More

This CLE course 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. Read More

This CLE course 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 an... Read More

This CLE course 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 in... Read More

This CLE course 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 regardin... Read More

This CLE course 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... Read More

This CLE course 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. Read More

This CLE course will discuss equity cure rights provisions in commercial credit agreements. The panel will examine the complex interaction of equity cures with earnings before interest, tax, depreciation, and amortization (EBITDA) financial covenants, forms the equity cure may take when applied in t... Read More

This CLE course 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 for... Read More

This CLE course 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... Read More

This CLE course 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, includi... Read More

This CLE/CPE course will provide private equity counsel with a working knowledge of the critical provisions of tax reform for the private investment fund industry. Read More

This CLE course 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 s... Read More

This CLE course will familiarize finance counsel with the technology and some of the current and potential uses of blockchain and distributed ledger technology (DLT) in commercial finance transactions. The panel will also discuss the legal and regulatory hurdles companies may encounter in moving tra... Read More

This CLE course will discuss the SEC's June 5, 2019 adoption of Regulation Best Interest, Form CRS and other rules and interpretations, and their effect on registered investment advisers, registered broker-dealers and investment companies. Read More

This CLE course will examine the impact of tax reform on financial and other covenants in commercial loan documents. The Mayer Brown panel will discuss document revisions a borrower might request to address lower corporate tax rates and other tax law changes, and the lender's perspective on those re... Read More

This CLE course 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 t... Read More

This CLE course 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 underst... Read More

This CLE course 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 j... Read More

This CLE course 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 t... Read More

This CLE course will compare and contrast the critical terms in U.S. and European second lien intercreditor agreements. The panel will discuss how the differences in restructuring or insolvency law may dictate significantly different provisions regarding enforcement, payment and other contract langu... Read More

This CLE course will examine the existing regulatory framework around "restricted securities" (RS), and the avenues available for issuers and investors to offer and sell RS. The panel will also discuss the contractual restrictions that issuers often place on the transfer of RS and key provisions tha... Read More

This CLE course 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 dis... Read More

This CLE course 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 defin... Read More

This CLE course will analyze recent SEC guidance regarding primary and secondary sales of tokens. The panel will discuss the criteria that the SEC considers in determining whether digital tokens are securities for purposes of the Securities Act and the Exchange Act, and the implications for issuers... Read More

This CLE course 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 t... Read More

This CLE course 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 perspective... Read More

This CLE course will examine various issues sponsors must consider in restructuring an investment fund. The panel discussion will include the threshold due diligence to conduct, the fiduciary duty the sponsor owes existing investors, and the deal points to resolve with incoming investors. Read More

This CLE course 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 representation... Read More

This CLE course will examine the new SEC guidance regarding disclosures that must be made by public companies relating to cybersecurity risks and incidents. The panel will discuss how best to strike a balance between providing adequate disclosure and protecting company information systems. The panel... Read More

This CLE course 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 tha... Read More

This CLE course 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 d... Read More

This CLE course will provide finance counsel with an understanding of Term Loan B (TLB) transactions and how they can be structured to complement conventional bank loans while providing borrowers with access to non-bank financing on less restrictive terms. Read More

This CLE course 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 preservin... Read More

This CLE course 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 liens... Read More

This CLE course will provide an analysis of the SEC's pay ratio disclosure rules, and how the pay ratio calculation should be reflected in proxy statements. Read More

This CLE course will examine Rule 206(4)-1 of the Investment Advisers Act of 1940 (the Advertising Rule) and key issues recently identified by the SEC's Office of Compliance Inspections and Examinations (OCIE) in its examination of investment adviser marketing practices. The panel will discuss adver... Read More

This CLE course 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. Read More

This CLE course 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 advi... Read More

This CLE course 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... Read More

This CLE course 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. Read More

This CLE course will provide finance and energy counsel with the tools to structure a private equity fund dedicated to investment in renewable energy projects. The panel will discuss the advantages of the private equity model, and the ways in which energy private equity (EPE) funds are similar too a... Read More

This CLE course 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 b... Read More

This CLE course 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... Read More

This CLE course 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, an... Read More

This CLE course 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 o... Read More

This CLE course 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 re... Read More

This CLE course will address what investment advisers who operate a funding platform for Rule 506 offerings need to consider in conducting their business. The program will also explore when broker-dealer registration is required. Read More

This CLE course 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 derivati... Read More

This CLE course 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 th... Read More

This CLE course 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 communica... Read More

This CLE course 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 worko... Read More

This CLE course 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. Read More

This CLE course 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 Regulat... Read More

This CLE course 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 ac... Read More

This CLE course will prepare counsel with a discussion of the process for conducting concurrent securities offerings pursuant to Regulation D and Regulation S under the Securities Act, liability and associated disclosure considerations, and the drafting and negotiating of the purchase agreement and... Read More

This CLE course 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... Read More