Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues, and Negotia...
Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of Capital, Fees, C...
August 3, 2021 • CLE • Live Webinar
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 fees and expenses, co-investments, and c...
Venture Capital and Private Equity Opinions of Counsel
Scope, Assumptions and Qualifications, Due Diligence, Opining on Delaware Matters
August 11, 2021 • CLE • Live Webinar
This CLE webinar 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 r...
NFTs and Fractional NFTs: Legal and Regulatory Concerns for Creators and Investors
NFT as a Commodity, Securities Requirements, AML and Cybersecurity Issues
August 25, 2021 • CLE • Live Webinar
This CLE webinar 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 cybersecu...
Underwriting and Lockup Agreements: Key Concerns for Issuers and Underwriters
Firm vs. Best Efforts Arrangements; Issuer Reps and Warranties, MAE, and Indemnification P...
September 9, 2021 • CLE • Live Webinar
This CLE webinar will provide securities counsel with a thorough understanding of underwriting and lockup agreements in a securities offering. The panel will discuss the provisions found in both agreements and key points of negotiation for issuers, investment banks, and placement agents.
Preparing a Venture Capital Term Sheet: Key Terms for Investors and Companies Seeking Inve...
Valuation, Capital Structure, Board Composition, Protective Covenants, Exit Terms
September 15, 2021 • CLE • Live Webinar
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.
SEC Enforcement Priorities for 2021: SPACs, ESG Disclosures, Cybersecurity, COVID Disclosu...
July 20, 2021 • CLE • CLE On-Demand, Download
This CLE webinar 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...
Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons From SEC Enforceme...
June 22, 2021 • 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...
Private Equity Fund Terms: Emerging Trends and Recent Developments
June 10, 2021 • CLE • CLE On-Demand, Download
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...
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 • CLE On-Demand, Download
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...
Expanded SEC Remedies Under the National Defense Authorization Act
Codifying the SEC's Ability to Pursue Ill-Gotten Gains
March 16, 2021 • CLE • CLE On-Demand, Download
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.
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...
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...
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...
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...
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...
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...
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.
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.
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...
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...
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...
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.
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...
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.
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...
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...
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...
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...
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...
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...
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.
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...
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...
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...
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...
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...
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...
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...
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.
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...
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...
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...
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.
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...
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...
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.
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.
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...
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...
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...
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.
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...
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...
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...
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...
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.
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...
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...
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...
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...
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...
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...
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...
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.
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.
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.
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...
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.
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.
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...
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...
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.
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.
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.
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.
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.
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...
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.
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...
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.
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.
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...
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.
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.
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.
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.