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Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues and Negotiat...
Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of Capital, Fees, C...
May 22, 2019 CLE 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 issues like fees and expenses, co-investm... Read More

Private Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications fo...
Distributions, Clawbacks and Allocations; Carried Interest Sharing; Drafting to Address Ta...
June 4, 2019 CLE Live Webinar

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... Read More

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 Live Webinar

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... Read More

Advising Hedge Funds on Trading Strategies: Avoiding SEC Reporting Violations and Other Le...
Passive vs. Active Investor Status, Insider Trading Scenarios, 13(d) and 16 Filing Require...
June 26, 2019 CLE Live Webinar

This CLE webinar will analyze various trading issues fund counsel should consider when advising hedge funds and their managers. The panel discussion will include the ramifications of becoming an "activist" investor, insider trading scenarios which can arise for hedge funds, and filing requirements a... Read More

Equity Investments in Pass-Through Entities: Investment Structures, Tax Ramifications
Financing of LLCs and LPs by Private Equity, Venture Capital, and Angel Investors
July 10, 2019 CLE Live Webinar

This CLE webinar 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

New Carried Interest Rules for Investment Funds: Structuring Around the Three-Year Holding...
July 17, 2019 CLE Live Webinar

This CLE webinar will examine the new 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 notwithstanding the new tax reform rules. Read More

Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons From Recent SEC En...
May 15, 2019 CLE CLE On-Demand, Download

This CLE webinar will analyze the legal pitfalls for securities issuers who utilize unregistered "finders" to solicit investors, the SEC's restrictive position on permissible activities of finders, activities that require broker-dealer registration, and SEC regulatory actions regarding unregistered... Read More

Reg A and Reg D: Evolving Securities Exemptions for Private Placement Offerings
Navigating Regulation A+, the FAST ACT, Rule 506 (c), and Accredited Investors: Recent SEC...
May 8, 2019 CLE CLE On-Demand, Download

This CLE webinar will provide private equity and securities counsel with an update on the current status of Reg A and Reg D, including an analysis of SEC compliance and disclosure interpretations (CDIs) released since the JOBS Act, the FAST Act and accompanying SEC rules went into effect. The panel... Read More

Evolving Regulatory Landscape for Cryptocurrency: Lessons From Recent Enforcement Actions
SEC, CFTC, FinCEN and IRS Current Positions on Cryptocurrencies
April 24, 2019 CLE CLE On-Demand, Download

This CLE webinar will provide an up-to-date look at the current regulatory landscape for cryptocurrency issuers, investors and traders. The panel will discuss recent enforcement actions by the SEC, the CFTC, the IRS and FinCEN, and what the measures mean for companies engaged in blockchain ventures... Read More

Redefining General Solicitation for Securities Offerings in the Internet and Social Media...
April 10, 2019 CLE CLE On-Demand, Download

This CLE webinar 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

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... Read More

Private Equity Carried Interest Clawbacks: Fund Agreement Mechanisms and Tax Consideration...
March 20, 2019 CLE CLE On-Demand, Download

This CLE webinar will discuss clawbacks of carried interest paid to private equity fund managers, focusing on the various clawback mechanisms, structuring fund economic provisions and clawback provisions, and the tax ramifications of clawbacks of carried interest. Read More

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... Read More

Restricted Securities: Drafting Contractual Restrictions, Rule 144 Safe Harbor, Section 4(...
March 5, 2019 CLE CLE On-Demand, Download

This CLE webinar 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 th... Read More

Structuring Private Equity Co-Investments and Club Deals: Risks and Opportunities for Spon...
Choosing the Right Investment Structure, Key Deal Terms, Tax and Regulatory Ramifications
February 27, 2019 CLE CLE On-Demand, Download

This CLE program will provide counsel to commercial investors and sponsors with a review of 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 s... Read More

Fees and Expenses Provisions in Investment Fund Agreements
Disclosure and Reporting Obligations, 2018 Survey Results
February 13, 2019 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 2018 Fees and Expenses Benchmarking Survey (the 2018 Survey). Read More

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... Read More

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... Read More

Structuring Investment Funds for Qualified Opportunity Zones: Maximizing Tax Benefits and...
December 19, 2018 CLE, CPE, EA CLE On-Demand, Download

This CLE/CPE webinar will examine the tax and operational issues counsel must consider when structuring a "qualified opportunity fund" for investment in a qualified opportunity zone. The panel discussion will include the tax ramifications of capital structure, advantages of using a portfolio company... Read More

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... Read More

Initial Coin Offerings: SEC and Other Regulatory Guidance on Registration of Blockchain To...
November 7, 2018 CLE CLE On-Demand, Download

This CLE webinar 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

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. Read More

Convertible Debt vs. Priced Equity Rounds: Evaluating the Preferred Deal Structure for Ear...
Pros and Cons of Different Financing Options for Entrepreneurs and Investors
October 23, 2018 CLE CLE On-Demand, Download

This CLE webinar will discuss the pros and cons of convertible debt and priced equity rounds and 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

Impact of FIRRMA on Private Equity Funds: Expanded CFIUS Review of Foreign Investments, Ne...
Structuring Investments to Minimize CFIUS Risk
October 17, 2018 CLE CLE On-Demand, Download

This CLE webinar will examine the impact of newly enacted CFIUS reforms on private investment funds. The panel will discuss the regulatory hurdles and filing requirements created under the Foreign Investment Risk Review Modernization Act (FIRRMA) and how best to structure foreign investments in priv... Read More

Private Investment Funds and Tax Reform
Carried Interest, QBI and Interest Deductions, Sale of Partnership Interests, Computation...
October 3, 2018 CLE, CPE CLE On-Demand, Download

This CLE/CPE webinar will provide private equity counsel with a working knowledge of the key provisions of the Tax Cuts and Jobs Act for the private investment fund industry. Read More

Private Equity Compliance with ERISA: Fiduciary Duties in Managing ERISA Plan Assets
Impact of Sun Capital on Pension Withdrawal Liability; Other New Developments
September 12, 2018 CLE CLE On-Demand, Download

This CLE webinar will prepare counsel representing private equity funds and private equity professionals to meet the challenges under ERISA that apply to fund managers who are responsible for investing the assets of a fund that holds ERISA plan assets. The program will cover the impact on private eq... Read More

Private Equity Fund Restructurings: Due Diligence, Sponsor Fiduciary Concerns, Key Deal Po...
August 29, 2018 CLE CLE On-Demand, Download

This CLE webinar 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

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...
August 14, 2018 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... Read More

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... Read More

Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities
Determining Materiality, Assessing Risk Factors and Conducting Due Diligence
June 20, 2018 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. Read More

New SEC Guidance on Cybersecurity Disclosures: Risks, Incidents, Materiality, Data Governa...
June 12, 2018 CLE CLE On-Demand, Download

This CLE webinar 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 pane... Read More

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... Read More

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... Read More

Private Fund Securities Law Exemptions: Accredited Investors, Qualified Purchasers, Subscr...
Navigating Exemptions Under the Investment Adviser, Securities, Exchange and Investment Co...
April 4, 2018 CLE CLE On-Demand, Download

This CLE webinar will discuss the exemption provisions of the Investment Adviser Act, Securities Act, Exchange Act and Investment Company Act that are relevant to private equity funds and venture capital funds. The program will provide an in-depth analysis of each of the exemption requirements, as w... Read More

Financing Public-Private Partnerships for Infrastructure, Transportation, Energy and Redev...
Traditional and Alternative Financing Structures; Allocation of Risk and Return on Investm...
March 7, 2018 CLE CLE On-Demand, Download

This CLE webinar will guide counsel in structuring financing for various public-private partnership (PPP or P3) projects, including traditional and alternative financing, private activity and tax-exempt bonds, and governmental funds such as TIFIA. The panel will explain risk allocation measures to e... Read More

Negotiating Private Equity Fund Terms: Key Provisions for Sponsors and Investors
Termination Rights, Standard of Care, Carried Interest and Management Fees, Conflicts, and...
February 7, 2018 CLE CLE On-Demand, Download

This CLE webinar will address current trends and hot issues in private equity fund terms and best practices for structuring and negotiating terms and agreement provisions for sponsors and investors. Read More

New Proxy Requirements for 2018: Pay Ratio Disclosure Rule
December 12, 2017 CLE CLE On-Demand, Download

This CLE webinar 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

Investment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance
November 21, 2017 CLE CLE On-Demand, Download

This CLE webinar 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 adve... Read More

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. Read More

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... Read More

Structuring Direct Lending Funds: Open-Ended vs. Private Equity/Closed-Ended Style Structu...
September 27, 2017 CLE CLE On-Demand, Download

This CLE webinar will examine issues associated with the formation and operation of direct lending funds, with a focus on those organized to lend to small and medium-sized businesses, and to real estate developers and other RE market participants. Read More

Special Purpose Acquisition Companies: Structuring IPOs and Facilitating Future Mergers an...
Navigating SEC and Stock Exchange Requirements, Warrants, Trust Accounts, Valuation of Tar...
September 19, 2017 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... Read More

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... Read More

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. Read More

Advising Family Office Clients on Recurring Legal and Business Issues
Navigating Investment Adviser Act and Broker-Dealer Compliance, Employment, Executive Comp...
July 26, 2017 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 Investment Adviser Act and Broker-Dealer Compliance, as well as employment and executive compensation, and U.S. and foreign inc... Read More

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. Read More

Structuring Private Equity Funds for Investment in Renewable Energy Projects: A New Financ...
June 14, 2017 CLE CLE On-Demand, Download

This CLE webinar 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... Read More

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... Read More

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... Read More

Private Equity Compliance With ERISA: Navigating Manager Fiduciary Duties for Funds Holdin...
Impact on Private Investment Funds of New DOL Fiduciary Rule and Sun Capital Pension Withd...
February 28, 2017 CLE CLE On-Demand, Download

This CLE webinar will prepare counsel representing private equity funds to meet fiduciary obligations under ERISA that apply to fund managers who are responsible for investing the assets of a fund that holds ERISA plan assets. The panel will particularly focus on the duty to avoid prohibited transac... Read More

Private Equity Carried Interest Clawbacks: Navigating Clawback Mechanisms, Fund Agreement...
February 7, 2017 CLE CLE On-Demand, Download

This CLE webinar will discuss clawbacks of carried interest paid to private equity fund managers, focusing on the various clawback mechanisms, structuring fund economic provisions and clawback provisions, and the tax ramifications of clawbacks of carried interest. Read More

Funding Platforms for Rule 506 Offerings: Navigating Broker-Dealer Registration Exemption...
October 4, 2016 CLE CLE On-Demand, Download

This CLE webinar 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

Private Fund Securities Law Exemptions: Navigating Accredited Investors, Qualified Purchas...
Evaluating Exemptions for Funds and Managers Under the Investment Adviser, Securities, Exc...
September 13, 2016 CLE CLE On-Demand, Download

This CLE program will discuss the exemption provisions of the Investment Adviser Act, Securities Act, Exchange Act and Investment Company Act that are relevant to private equity funds and venture capital funds. The program will provide an in-depth analysis of each of the exemption requirements, as w... Read More

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... Read More

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. Read More

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... Read More

Structuring Concurrent Regulation S and Regulation D Securities Offerings: Navigating the...
June 1, 2016 CLE CLE On-Demand, Download

This CLE webinar 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

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... Read More

Reg A+ Securities Offerings and FAST Act: Navigating New Rules and Leveraging Capital Rai...
March 2, 2016 CLE CLE On-Demand, Download

The CLE webinar will analyze key legal issues in Reg A+ offerings and discuss practical considerations in advising companies that plan to pursue a Regulation A+ IPO. The program will also discuss the recently enacted FAST Act for smaller and emerging growth companies. Read More

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... Read More

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... Read More

Drafting Convertible Preferred Stock Provisions, Equity Warrants and Options, Restricted S...
Structuring Liquidation and Distribution Preferences, Conversion Rights, Anti-Dilution Pro...
August 26, 2015 CLE, CPE CLE On-Demand, Download

This CLE webinar will discuss the risks and benefits of convertible preferred stock and equity options and warrants, as well as restricted stock and restricted stock unit grants, for investors, key employees and companies. The program will discuss drafting considerations and key terms for stock, war... Read More

Business Development Companies: Forming, Financing and Investing in Alternative Capital Ve...
Best Practices for Issuers, Asset Managers and Investors
August 13, 2015 CLE CLE On-Demand, Download

This CLE webinar will analyze the rise in permanent capital vehicles such as business development companies (BDCs) and discuss best practices for issuers and asset managers in forming and financing BDCs. The program will also discuss opportunities and pitfalls for investors in these alternative capi... Read More

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. Read More

Poison Put Provisions in Debt Financing: Lessons on Enforceability From Recent Cases
Navigating Change-in-Control Provisions That Protect Against Shareholder Activists and Hos...
February 4, 2015 CLE CLE On-Demand, Download

This CLE webinar will discuss the evolving use of poison put provisions in debt financings, various forms of poison put scenarios and the recent case law developments on the enforceability of these provisions. Read More

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... Read More

Private Fund Managers: Navigating Recent SEC Guidance on Custody Rule, Qualified Client St...
September 9, 2014 CLE CLE On-Demand, Download

This CLE webinar will provide commercial finance and private equity counsel with a review of recent legal developments impacting managers of private equity funds and other private investment vehicles. The panel will discuss guidance by the SEC's Division of Investment Management and SEC enforcement... Read More

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... Read More

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... Read More

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... Read More

Private Equity Pledge Funds: Leveraging an Emerging Alternative to Traditional Investment...
Structuring Terms, Conditions, Operations and Complying with Investment Advisers Act
March 27, 2014 CLE CLE On-Demand, Download

This CLE webinar 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 since the Dodd-Frank Wall Street Ref... Read More

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... Read More

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... Read More

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... Read More

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. Read More

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. Read More

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. Read More

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... Read More

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. Read More

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. Read More

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... Read More

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... Read More

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. Read More

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. Read More

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. Read More

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. Read More

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. Read More

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... Read More

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. Read More

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... Read More

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. Read More

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. Read More

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... Read More

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. Read More

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. Read More

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. Read More

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. Read More

Credit Default Swaps Under Fire
Guiding Financial Institutions and Investors Through the Credit Derivatives Crisis
December 4, 2008 CLE CLE On-Demand, Download

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Distressed M&A: Buying and Selling Businesses Facing Financial Trouble
Strategies for Structuring Winning Deals
November 12, 2008 CLE CLE On-Demand, Download

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Fairness Opinions Under Heightened Scrutiny
Strategies for Fairness Opinion and Engagement Letter Practice in M&A Transactions
July 30, 2008 CLE

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Auction-Rate Securities Under Attack
Strategies for Pursuing and Defending Claims Against Broker–Dealers
July 9, 2008 CLE CLE On-Demand, Download

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Credit Derivatives: Mastering Key Legal and Documentation Issues
Minimizing Legal Risks Amid the Credit Market Crisis
April 10, 2008 CLE

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Restricted Securities: Comply with New SEC Amendments to Rules 144 and 145
Legal Strategies to Meet Capital Raising and Disclosure Requirements
February 21, 2008 CLE

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