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Evolving Trends in NAV Facilities: Holdco Structures, Collateral, Credit Support, Loan-to-...
July 25, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide an overview of the latest developments and trends in net asset value (NAV) financing loan structures. The panel will discuss the market conditions that have led to an increase in the number of NAV financings, the growing use of holding company (Holdco) loan structures, v... Read More

Structuring Convertible Note Financing: Discount Rates, Valuation Caps, Conversion Trigger...
Due Diligence, Determining Priority vs. Other Creditors and Equity Holders
July 30, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide founders and corporate finance counsel with guidance on structuring convertible note financings for seed-stage and other emerging companies. The panel will discuss customary and market terms of convertible notes, including conversion triggers and "sweeteners" such as dis... Read More

Structuring Credit Support Agreements in Fund Finance: ECLs, Guaranties, Keepwell Agreemen...
August 8, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will explore the recent rise in credit support transactions in fund finance. The panel will discuss structuring considerations and explain the differences between the common types of credit support including capital commitments, equity commitment letters (ECLs), guaranties, keepwell... Read More

Private Fund Securities Law Exemptions: Accredited Investors, Qualified Purchasers, Subscr...
August 14, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Mezzanine Loan Foreclosures: Conducting a UCC Foreclosure Sale and Navigating Bankruptcy P...
Protecting Lender and Borrower Interests and Overcoming Obstacles to the Sa...
August 15, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide counsel for 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

Legal Opinions on Digital Assets Under UCC Articles 9 and 12: Establishing Facts and Use o...
Guidance From Recent TriBar Report
August 19, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss the TriBar Opinion Committee's recent release of a report on digital asset opinions under the 2022 Amendments to the Uniform Commercial Code (UCC), particularly new Article 12 and related amendments to Article 9. The panel will review the guidance provided by the TriBar... Read More

Trends in Growth Equity Financing and Investing: Opportunities, Structuring Strategies, Ri...
August 20, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss the current market conditions that have given rise to an increase in the use of growth equity financing and investing. The panel will provide tips for negotiating and structuring growth equity transactions and will explain how growth equity is an attractive option for p... Read More

Impact of FIRRMA on Private Equity Funds: Expanded CFIUS Review of Foreign Investments, Fi...
Structuring Investments to Minimize CFIUS Risk
August 27, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Combining Asset-Based and Term Lending Facilities: Navigating Competing Interests, Harmoni...
August 29, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Private Equity and New Proposed Regulations on Outbound Investments
Prohibited and Notifiable Transactions, Covered Persons and Entities, Exemp...
September 10, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will address the proposed regulations implementing President Biden's Executive Order on Addressing United States Investments in Certain National Security Technologies and Products in Countries of Concern (the EO). The panel will review the proposed new regulations issued by the U.S.... Read More

Liability Management Transactions: Drop-Down Financings and Uptiering Transactions, What i...
September 19, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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 transaction issues highligh... Read More

Affirmative and Negative Loan Covenants: Customizing Obligations and Restrictions Specific...
September 26, 2024 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will take a deep dive into affirmative and negative covenants in loan agreements that are designed to preserve the creditworthiness of the borrower and protect the lender against downside risk. The panel will review the language and purpose of commonly used affirmative and negative... Read More

Distressed Financing: Avoiding Pitfalls in Planning and Execution
Agency Resignation and Transfer, Rebalancing of Facilities, and Internal an...
July 18, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine some of the more common pitfalls in loan restructurings that are frequently 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

Viewing Loan Origination From a Servicing Perspective: Avoiding Issues for Lenders and Bor...
Taking a Close Look at Assumptions, Equity Transfers, Guarantor Replacement...
July 11, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will address provisions that should be considered at the time of origination of a loan to avoid issues for lenders and borrowers during the loan's term. The panel will focus on how loan terms related to assumptions, equity transfers, guarantor replacements, cash management, and oper... Read More

Real Estate Private Equity GP Investment Funds: Capital Contributions, Distributions, Shar...
Structuring Key Deal Terms; Analyzing Opportunities and Risks for Both Spon...
July 9, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Structuring Secured Lending Transactions: Identifying Property the Debtor Does Not Own an...
Interpreting Best Efforts, Ordinary Course, Business Judgment, Reasonable D...
June 27, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss drafting and interpreting exclusions from collateral for assets that are subject to restrictions on being pledged by the loan parties. The speaker will also discuss the Article 9 rules that override restrictions on assignment. Read More

Erroneous Payment Provisions in Loan Agreements: Common Features; LSTA Form; Negotiation T...
Fine Tuning Revlon Blockers to Protect Borrowers, Lenders and Administrativ...
June 25, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will explore the evolution of erroneous payment provisions in credit agreements as a result of the infamous Revlon case. The panel will review provisions developed by market participants, including language advanced by the Loan Syndication and Trading Association (LSTA), and discuss... Read More

Structuring the Purchase and Sale of Partnership/LLC Interests in Private Equity Funds
LOIs, Due Diligence, Drafting the PSA, Negotiating Transfer Agreements, and...
June 25, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

UCC3 Financing Statement Amendments: Avoiding Loss of Lien Perfection or Priority
June 20, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will brief counsel on the proper use of the UCC3 amendment form and its electronic equivalent, identify surprising traps for the unwary that can result in the loss of perfection or priority of a lender's security interest, and offer best practices for secured parties to avoid unneces... Read More

U.S. vs. EU Opinion Practice in Finance: Assumptions, Exceptions, Enforceability; Mitigati...
June 18, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Debtor-in-Possession Orders and Loan Agreements: Loan Structures and Common Terms, Events...
June 13, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss debtor-in-possession (DIP) financing and common loan structures and terms. The panel will review the statutory basis for DIP financing, lender strategies and goals, the DIP financing process, loan structure and amount, price and fees, term and maturity, liens, covenants... Read More

Reverse Mergers vs. an IPO: Market Trends, Transaction Structure, Benefits, Drawbacks
June 11, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss reverse mergers as an alternative to an IPO or as part of a cross-over round to set up a private company for a faster IPO down the road. The panel will explore the market conditions that have resulted in a significant increase in reverse mergers, the potential benefits... Read More

Structuring Venture Capital Financing: Amended NVCA Model Agreements
Special Issues Faced by Certain Industries, Strategic Investors, and Foreig...
June 5, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Unregistered Securities Offerings: Choosing the Appropriate Exemption; Documents and Discl...
May 28, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss the procedures and recent trends and updates for raising capital via unregistered securities offerings. The panel will explore selecting the appropriate registration exemption, structuring the offering, preparing the appropriate documents and disclosures, and closing th... Read More

SAFEs, Convertible Debt and Priced Equity: Evaluating Deal Structures for Early Stage Fina...
Pros and Cons of Different Financing Options for Entrepreneurs and Investor...
May 23, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will discuss the pros and cons of simple agreements for future equity (SAFEs), 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 invest... Read More

Commercial Loan Agreements 101: A Section-by-Section Roadmap of Key Terms, Advising Borrow...
May 22, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will provide an introduction and practical guide to the basic concepts of commercial finance and a section-by-section analysis of the terms and conditions contained in a commercial loan agreement. The panel will also review the various types of credit facilities, the circumstances w... Read More

Drafting Standstills in Intercreditor Agreements: Balancing Rights and Remedies of Junior...
Structuring Duration, Commencement, Expiration, Notice, Reinstatement, and...
May 9, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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... Read More

Private Equity Compliance With ERISA: Navigating Manager Fiduciary Duties for Funds Holdin...
April 23, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course 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 panel will particularly focus on the duty to... Read More

Collateral Accounts in NAV and Subscription Facilities: Control Agreements; UCC Perfection...
April 18, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss the importance of single-purpose collateral accounts in subscription and net asset value (NAV) financing facilities. The panel will review what constitutes "control" of collateral accounts under the Uniform Commercial Code (UCC) and will highlight best practices for per... Read More

Warehouse Lines of Credit: Drafting Financing Agreements, Custodial Agreements, Reps and W...
Perfecting Security Interests in Mortgage Loans, Analyzing Repurchase Oblig...
April 16, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar 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

LLC and Partnership Transfer Restrictions and UCC Article 9 Overrides: Resolving the Confl...
April 10, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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 in some instances may ov... Read More

New SEC Rules on SPAC IPOs and De-SPACS: Expanded Liability and Disclosure Requirements, L...
April 9, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will examine the SEC's new final rules governing special purpose acquisition companies (SPACs), with an emphasis on the rules that would have the most impact on SPAC IPOs and de-SPAC transactions. The panel will highlight the key modifications and changes from the proposed rules, di... Read More

Rendering Structured Finance Opinions of Counsel: Substantive Consolidation, Authority to...
Navigating Assumptions, Qualifications, Limitations and Use of Letters; Red...
April 2, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide commercial finance counsel with a review of the use of opinion letters in structured finance transactions, explain various elements of the opinions, and outline best practices for the opinion giver to minimize risks. The course will focus in particular on true sale and s... Read More

Structuring Revolving Credit Facilities: Draw Provisions, Swingline Financing, Lender Liab...
April 2, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Exercising Remedies After a Default: Forbearance Agreements and Other Workout Options
March 20, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Venture Debt vs. Venture Capital Financing: Non-Dilutive Loan Strategies for VC-Backed and...
March 19, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will explore the current state of the venture debt market and how businesses can tap into venture debt for growth and revenue while minimizing equity dilution. Read More

Financing-Related Provisions in Acquisition Agreements
March 13, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide an overview of critical financing-related provisions in acquisition agreements from multiple perspectives and provide a conceptual understanding of how the provisions in question interplay with the goals of the particular party. The panel will review example provisions a... Read More

Structuring Down-Round Financing: Anti-Dilution Protections, Employee Considerations, Miti...
March 12, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Equity Interests as Collateral: Creating and Enforcing Security Interests in Equity of Cor...
Planning and Documentation Issues, Avoiding Potential Pitfalls in Perfectin...
February 28, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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 properly perfect such security interests, and how to evaluate and pursue enforcement remedies in the event a borrower defaults. Read More

Private Equity Fund Formation: Choice of Entity, SEC Regulatory Issues, Tax Concerns
February 27, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Perfecting Security Interests in Deposit Accounts, Securities Accounts, and Other Investme...
Establishing Control Under the UCC With Special Types of Collateral
February 23, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Corporate Transparency Act's Impact on Loan Transactions: Pre-Closing Due Diligence, Legal...
February 22, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss the effect of the Corporate Transparency Act's (CTA) beneficial ownership information (BOI) rule on loan transactions, including pre-closing due diligence procedures, legal opinions, and loan processing procedures and documentation. The panel will review the new require... Read More

Blocker Corporation Structuring in Investment Funds: Tax and Other Considerations for Fund...
Avoiding UBTI and ECI; Entry and Exit Strategies
February 6, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide fund counsel with the tools for structuring blocker corporation investments by investment funds, in particular 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

Interest Rate Protection Agreements: Strategies to Combat Interest Rate Volatility in an U...
February 1, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will explore how interest rate protection agreements are used to mitigate the risks of floating rate loans and the related loan document analysis. The panel will discuss the economics and components of an interest rate cap and the accompanying loan documentation requirements. Read More

Incremental Financing and Syndicated Facilities: Borrower and Lender Considerations When A...
Accordion, Incremental-in-Lieu Debt and Ratio Debt Baskets, MFN Provisions,...
January 25, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

E-Signatures and Electronic Documents in Commercial Lending: Complying With ESIGN, UETA, I...
Navigating Issues of Enforceability, Authentication of E-Signatures, and Ad...
January 22, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide counsel with an examination of recent legal trends and developments impacting commercial documentation created online (including clickwrap, browsewrap, and the like) and signatures sent via email, text messaging, or other forms of electronic communication, focusing on lo... Read More

True Sale and Non-Consolidation Legal Opinions in Securitization and Structured Financing...
Purpose, Assumptions, Language, Characteristics; Minimizing Risks to the Pr...
January 18, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide legal practitioners with practical advice about preparing true sale and non-consolidation legal opinion letters in securitizations and other structured finance transactions. The panel will review the common elements of these opinion letters, highlight the attendant risks... Read More

Structuring Private Equity Co-Investments and Club Deals: Risks and Opportunities for Spon...
January 16, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

AI in Private Equity: Navigating the Opportunities, Risks, and Pitfalls
Managing Risks Associated With AI When Assessing Internal Operations and Wh...
January 9, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss how AI has transformed traditional investment practices and reshaped the way private equity (PE) firms navigate the complex financial landscape. The panelist will explore the competitive advantage AI provides PE firms and the need for firms to consider and manage the ri... Read More

Evaluating Key Intercreditor Arrangements: First Lien/Second Lien, Split Collateral, Senio...
Comparing and Contrasting Intercreditor Structures, Choosing the Arrangemen...
January 4, 2024 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Finance Transactions: Structuring Legal Opinions for Amendments, Joinders, New Collateral,...
December 21, 2023 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Structuring Umbrella Credit Facilities in Fund Finance: Multiple Funds With Different Borr...
Drafting a Single Credit Facility With Distinct Covenants, Reps and Warrant...
December 14, 2023 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

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

Crowdfunding for Startups and Emerging Companies: Regulatory Framework, Pros and Cons, Avo...
December 12, 2023 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will explore crowdfunding as a way for businesses to raise capital without taking on new debt. The panel will discuss the various types of crowdfunding, the regulations applicable to each type of crowdfunding, and the benefits and risks related to crowdfunding from the perspective o... Read More

Private Credit Finance: Growth Trends, Structuring Considerations, and Certain Key Terms a...
December 7, 2023 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine certain trends and developments in the private credit markets. The panel will discuss various types of private credit financing, key advantages and risks associated with such financing, and important terms and downside protections that are frequently built into credit do... Read More

Private Equity Under Increased Foreign Investment Oversight: New Executive Order, Expanded...
December 5, 2023 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will review recent developments in outbound and inbound foreign investment oversight and the impact on private equity. The panel will discuss the Biden Administration's recent release of a long-awaited Executive Order (EO) addressing outbound investments and The Committee on Foreign... Read More

Asset-Based Lending: Navigating Borrowing Base, Article 9 Collateral Issues, Key Provision...
November 29, 2023 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

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 the ABL documentation. The speakers will discuss ABL facilities for restructuring... Read More

Private Equity Waterfall and Carried Interest Provisions: Economic and Tax Implications fo...
Distributions, Clawbacks, and Allocations; Carried Interest Sharing; Drafti...
November 28, 2023 CLE CLE On-Demand, Download
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This CLE course will analyze various alternatives to structure waterfall provisions in private equity funds, carried interest, and related clawback and allocation provisions. The program will also examine the tax implications of such provisions. Read More

New Proposed HSR Changes and the Impact on Private Equity: Intensified Scrutiny, Increased...
Navigating the Issues These Changes Present for Fund Managers and Actions t...
November 21, 2023 CLE CLE On-Demand, Download
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This CLE webinar will discuss the proposed changes to the Hart-Scott-Rodino (HSR) form and instructions and their significant impact on private equity firms. The panel will identify key changes the proposed new form would bring, issues and challenges these changes create, and strategies practitioner... Read More

Accounts Receivable Factoring as a Financing Alternative: Structuring the Transaction and...
November 16, 2023 CLE CLE On-Demand, Download
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This CLE webinar will explore the dynamics of accounts receivable (A/R) factoring as a source of working capital financing. The panel will discuss the key differences between factoring and lending, how transactions are structured and documented, how risks are managed, and how to avoid common issues... Read More

New Final SEC Rules for Private Fund Advisers: Fee and Expense Allocations, GP Clawbacks,...
Navigating Increased Regulatory Compliance Obligations and Reporting for Pr...
November 14, 2023 CLE CLE On-Demand, Download
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This CLE webinar will discuss the SEC's newly adopted rules and amendments impacting private fund advisers relating to quarterly statements, private fund audits, adviser-led secondaries, restricted/prohibited activities, and preferential treatment. The panel will discuss these significant changes an... Read More

Swaps in Commercial Finance Transactions: Coordinating Loan Terms With the ISDA Master Agr...
Documenting Commercial Loans and Interest Rate Swaps to Account for Loan Co...
November 9, 2023 CLE CLE On-Demand, Download
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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

Securitization Structures and Techniques in Capital Financing: Benefits, Objectives, Asset...
November 7, 2023 CLE CLE On-Demand, Download
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This CLE webinar will provide an overview of key structured finance techniques used in both financing securitizations (often for accounts receivable financings and financings of similar assets) and capital markets securitizations such as commercial mortgage-backed securities, residential mortgage-ba... Read More

Secured Lending to Foreign Borrowers: UCC Perfection, Enforcement Risks, and Conflict-of-L...
November 1, 2023 CLE CLE On-Demand, Download
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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

Private Equity Pledge Funds: Benefits, Features, Pitfalls, Regulatory Concerns
Learn the Pros and Cons of These Industry Funds vs. Blind Pool Funds and Ho...
October 31, 2023 CLE CLE On-Demand, Download
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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

Structuring Uptier and Drop-Down Financing Transactions: Crafting Loan Terms to Manage Exp...
Lessons Learned From the Serta Simmons Case and Other Recent Liability Mana...
October 19, 2023 CLE CLE On-Demand, Download
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This CLE webinar will discuss recent financing trends with drop-down and uptier liability management transactions (LMTs). The panel will provide suggestions for borrowers and lenders when crafting and structuring loan documents to manage exposure and mitigate risks in light of recent cases construin... Read More

NAV Financing in Private Equity: Increasing Liquidity, Facilitating Acquisitions, Improvin...
October 17, 2023 CLE CLE On-Demand, Download
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This CLE webinar will discuss the rapidly growing and evolving market for net asset value (NAV) credit facilities. The panel will examine the typical structure of NAV facilities and will review the advantages and disadvantages of NAV facilities for both lenders and borrowers. Read More

Opinions of Counsel in Lending Transactions: Scope and Assumptions, Substantive Opinions,...
Structuring Third-Party Opinion Letters to Lenders Which Minimize Risks to...
October 12, 2023 CLE CLE On-Demand, Download
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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

Proposed UCC Amendments for Cryptocurrencies, NFTs, Linked Electronic Payment Rights, and...
Controllable Electronic Records, Qualifying Purchaser, Rights Tethered to a...
September 26, 2023 CLE CLE On-Demand, Download
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This CLE course will examine the 2022 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 transaction... Read More

Restructuring Unitranche Facilities: Navigating the Unique Aspects of Agreements Among Len...
Rights and Remedies of First-Out and Last-Out Lenders Inside and Outside of...
September 21, 2023 CLE CLE On-Demand, Download
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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

Alternative Private Equity Structures: Continuation Funds, GP-Led Secondaries, and Permane...
Structuring and Negotiating Alternative Private Equity Structures for Inves...
September 21, 2023 CLE CLE On-Demand, Download
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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

Proposed Bank Capital Requirements: Basel III Endgame Implementation, Impact on Lending St...
Structuring Product Pricing, Increased Cost Provisions, and Other Key Terms...
September 14, 2023 CLE CLE On-Demand, Download
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This CLE webinar will cover the recent release of proposed regulatory capital requirements (known as the Basel III Endgame) and how they will impact the commercial lending landscape. The panel will discuss potential changes to loan structures and loan documentation and provisions to respond to these... Read More

Recurring Revenue Financing: Structuring, Documentation, and Financial Covenants
September 7, 2023 CLE CLE On-Demand, Download
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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

UCC Article 9 Update on Searching and Filing: Best Practices for Secured Lenders
August 31, 2023 CLE CLE On-Demand, Download
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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

SAFEs for Startup Financing: Benefits, Risks, Processes, and Avoiding Pitfalls
August 30, 2023 CLE CLE On-Demand, Download
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This CLE webinar will discuss the use of a simple agreement for future equity (SAFE) in early-stage financing for startup companies. The panel will discuss how SAFEs have fundamentally changed the speed and simplicity of early-stage fundraising. The panel will also discuss how the SAFE has evolved s... Read More

Raising Capital With a New Asset Class: Leveraging the Inherent Value of a Business’ Data...
August 24, 2023 CLE CLE On-Demand, Download
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This CLE webinar will explore the rise of data asset financing and its impact on asset-based financing, cash-flow secured financing transactions, and other transactions across the capital structure. The panel will discuss how the inherent value of a business' data can be leveraged to provide new liq... Read More

Structuring Farm and Agribusiness Loans: Key Terms, Mitigating Risks, and Role of the Farm...
August 23, 2023 CLE CLE On-Demand, Download
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This CLE webinar will discuss the unique issues farm loans present given the underlying collateral and applicable laws. The panel will address best practices that lenders should follow when granting agricultural-based loans, techniques to combat the biggest challenges, advice on mitigating risks, an... Read More

Document AI in Loan Production and Servicing: Identifying and Addressing the Legal and Reg...
Balancing Increased Efficiencies and Lower Costs While Ensuring Compliance...
August 17, 2023 CLE CLE On-Demand, Download
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This CLE course will discuss the vital role Document AI (intelligent document processing) plays in loan production and servicing. Despite the cost savings and efficiencies in the use of these technologies, financial institutions need to be mindful of the guidelines and regulations related to fair le... Read More

Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities
Determining Materiality, Assessing Risk Factors, and Conducting Due Diligen...
August 15, 2023 CLE CLE On-Demand, Download
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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

Due Diligence in Fund Finance Transactions: Key Considerations for Lenders in Subscription...
August 10, 2023 CLE CLE On-Demand, Download
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This CLE webinar will discuss various aspects of due diligence which should be conducted in fund finance transactions, including subscription credit facilities (SCF) and net asset value (NAV) credit facilities. The panel will describe some of the current diligence practices typically involved in eac... Read More

Representing Co-Lenders in Syndicated Credit Facilities
Consent Rights, Sacred Rights, Waterfall and Pro-Rata Sharing Provisions, R...
August 3, 2023 CLE CLE On-Demand, Download
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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

Anatomy of a Loan Agreement: Defined Terms, Affirmative/Negative Covenants, Events of Defa...
Syndicated Loans and the Administrative Agent
July 25, 2023 CLE CLE On-Demand, Download
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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

General Solicitation and Advertising of Securities Offerings Online and in Social Media: S...
July 25, 2023 CLE CLE On-Demand, Download
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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

Private Fund Side Letters: Negotiating and Drafting Key Terms, Financing and Other Concern...
July 18, 2023 CLE CLE On-Demand, Download
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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

ESG in Fund Finance: New Principles and Guidance for Structuring and Drafting Sustainabili...
July 18, 2023 CLE CLE On-Demand, Download
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This CLE course will discuss ESG in fund finance, and specifically how to structure and draft sustainability-linked loans (SLLs) to achieve ESG-related objectives that comply with the new principles and guidance. Read More

Structuring Credit Facilities for Private Equity Funds: Subscription, NAV, and Hybrid Loan...
July 13, 2023 CLE CLE On-Demand, Download
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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

Structuring Commercial Finance Term Sheets, Proposals, and Commitment Letters: Key Terms f...
Avoiding Unintended Consequences, Limiting Drafting Ambiguity
June 29, 2023 CLE CLE On-Demand, Download
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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

Preparing a Venture Capital Term Sheet: Key Terms for Investors and Companies Seeking Inve...
Valuation, Capital Structure, Board Composition, Protective Covenants, Exit...
June 27, 2023 CLE CLE On-Demand, Download
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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

Structuring Pledge Agreements for Equity Interests in Partnerships and LLCs to Maximize Pr...
Key Provisions for the Security Agreement and the Borrower's Partnership or...
June 15, 2023 CLE CLE On-Demand, Download
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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

Liquidity Options for Private Equity Funds in the Current Market
Preferred Equity Lines, Continuation Funds, Top-Up Funds, Expansion of Exis...
June 13, 2023 CLE CLE On-Demand, Download
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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

Lending to Private Credit Funds: ABL, Mezzanine and Other Facilities, Rated Notes, Partner...
Assessing Ability to Transfer and Modify Underlying Loans, Durational Risk,...
June 8, 2023 CLE CLE On-Demand, Download
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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

Dual Class Shares: Key Considerations and Pitfalls
June 7, 2023 CLE CLE On-Demand, Download
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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

Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons Fro...
May 31, 2023 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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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

Letters of Credit: ISP98 Forms, UCC Article 5, UCP, Draw Procedures, and More
Drafting Commercial vs. Standby, Conditional vs. Unconditional, Limited Ter...
May 25, 2023 CLE CLE On-Demand, Download
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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

Private Equity Management Fees and Expenses: Avoiding Investor Claims and SEC Enforcement...
Lessons From Recent Claims and Penalties; Procedures and Disclosures to Imp...
May 23, 2023 CLE CLE On-Demand, Download
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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

Structuring Covenants in Leveraged Financing and High-Yield Bonds
Additional Debt Covenants, Equity Cures, Builder Baskets, Restricted Subsid...
May 4, 2023 CLE CLE On-Demand, Download
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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

SPACs, de-SPACs, and Sponsor Liability: Conflicts of Interest, Mismanagement Claims, Discl...
May 2, 2023 CLE CLE On-Demand, Download
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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

Final Phaseout of LIBOR: Amending Legacy Instruments, Fallback Language, Applying SOFR and...
Adjustable Interest Rate (LIBOR) Act, LSTA Amendment Forms
April 25, 2023 CLE CLE On-Demand, Download
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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

Securities Issues for Transaction Attorneys: Mitigating Risk, Responding to Claims
April 19, 2023 CLE CLE On-Demand, Download
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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

Private Equity Carried Interest Clawbacks: Fund Agreement Mechanisms and Tax Consideration...
April 11, 2023 CLE CLE On-Demand, Download
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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

Designing Rule 10b5-1 Trading Plans Under New SEC Rules: Preserving the Affirmative Defens...
Share Repurchase and Trading Restrictions, Director and Officer Certificati...
April 4, 2023 CLE CLE On-Demand, Download
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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

Negotiating Private Equity Fund Terms: Key Provisions, Emerging Trends and Recent Developm...
Waterfall Provisions, GP Removal Rights, Standard of Care
March 28, 2023 CLE CLE On-Demand, Download
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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

Final Phaseout of LIBOR: Amending Legacy Instruments, Fallback Language, Applying SOFR and...
Adjustable Interest Rate (LIBOR) Act, LSTA Amendment Forms
March 9, 2023 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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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

Structuring Direct Lending Funds: Open-End vs. Closed-End Structures
Recurring Regulatory, Valuation, and ERISA Considerations; Structures to Co...
February 28, 2023 CLE CLE On-Demand, Download
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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

Credit Support in Fund Finance: Documentation and Enforcement
Capital Commitments, Guaranties, Equity Commitment Letters
February 16, 2023 CLE CLE On-Demand, Download
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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

Investment Adviser Compliance and Reporting: Latest Developments
Oversight of Service Providers, Amended Marketing Rule, ESG Reporting Requi...
February 16, 2023 CLE CLE On-Demand, Download
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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

Structuring Agreements Among Lenders in Unitranche Facilities: LSTA Form
Tranching, Payment Waterfalls, Interest and Fees, Voting, Buyouts, Standsti...
February 2, 2023 CLE CLE On-Demand, Download
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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

Secured Financing of Inventory: Revolving Credit, UCC Perfection, Proceeds, Competing Lien...
January 11, 2023 CLE CLE On-Demand, Download
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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

CFIUS and Private Equity Funds: Expanded Review of Foreign Investments, Filing Requirement...
Structuring Investments to Minimize CFIUS Risk
January 5, 2023 CLE CLE On-Demand, Download
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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

Final SEC Pay Versus Performance Rule: New Expanded Executive Compensation Disclosures for...
December 20, 2022 CLE CLE On-Demand, Download
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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

UCC Articles 8 and 9 and the Hague Securities Convention
Revising Securities Account and Account Control Agreements, Determining Whe...
December 20, 2022 CLE CLE On-Demand, Download
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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

Drafting Legal Opinions for Article 9 Security Interests: Navigating the Complexities and...
Scope and Limitations, Interests of Opinion Giver and Recipient, Applicabil...
December 15, 2022 CLE CLE On-Demand, Download
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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

Carried Interest Rules for Investment Funds: Final Regs, Planning Opportunities, and Pitfa...
November 22, 2022 CLE CLE On-Demand, Download
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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

Financing of Bitcoin and Other Crypto Assets: Structuring, Regulatory, Valuation, and Hedg...
October 27, 2022 CLE CLE On-Demand, Download
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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

Default Interest, Late Fees, and Prepayment Premiums: Drafting and Enforcement
Hot Button Issues for Lenders on Acceleration, Enforceability in Bankruptcy...
October 18, 2022 CLE CLE On-Demand, Download
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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

Deadlock-Breaking Mechanisms in LLCs: Avoiding Litigation and Dissolution When Members and...
Drafting Buy-Sell Provisions, External or Internal Tie-Breakers, Put or Cal...
October 18, 2022 CLE CLE On-Demand, Download
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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

Reg A and Reg D: Evolving Securities Exemptions for Private Offerings
Navigating Regulation A+, the FAST ACT, Rule 506 (c): Recent SEC Guidance
October 4, 2022 CLE CLE On-Demand, Download
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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

UCC Security Interests in Payment Intangibles: Intercompany Debt, Promissory Notes, and De...
Perfecting Interests in Financial Instruments and Contractual Payment Oblig...
September 29, 2022 CLE CLE On-Demand, Download
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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

Swaps in Commercial Finance: Special Concerns With Modifications and Syndications, LIBOR T...
September 22, 2022 CLE CLE On-Demand, Download
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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

Proposed UCC Amendments for Cryptocurrencies, NFTs, Linked Electronic Payment Rights, and...
Controllable Electronic Records, Qualifying Purchaser, Rights Tethered to a...
September 13, 2022 CLE CLE On-Demand, Download
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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

Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities
Determining Materiality, Assessing Risk Factors, and Conducting Due Diligen...
September 13, 2022 CLE CLE On-Demand, Download
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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

Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues, and Negotia...
Capital Contributions, Allocation of Profits/Losses, Clawbacks, Return of C...
September 8, 2022 CLE CLE On-Demand, Download
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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

Structuring Participation Agreements in Commercial Finance: Lender Due Diligence
Strategies for Lead Lenders and Participants to Minimize and Manage Risk; F...
September 8, 2022 CLE CLE On-Demand, Download
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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

Opinions in Structured Finance and Securitized Lending Transactions: Bankruptcy Remoteness...
Assumptions, Qualifications, Limitations, and Use of Letters; Reducing Risk...
September 1, 2022 CLE CLE On-Demand, Download
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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

Structuring Aircraft Acquisition Transactions: Purchase, Lease, and Financing Alternatives
August 25, 2022 CLE CLE On-Demand, Download
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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

New SEC Rules for Private Fund Advisers: Reporting Requirements, Fees and Expenses, Confli...
Indemnification of Advisers, Preferential Treatment of Investors, Secondary...
August 23, 2022 CLE CLE On-Demand, Download
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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

Legal Opinions on the Resale of Securities: The Rule 144 Safe Harbor and Private and Publi...
August 10, 2022 CLE CLE On-Demand, Download
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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

Advising Family Office Clients on Recurring Legal, Tax, and Business Issues
Navigating Investment Adviser Act, Employment, Executive Compensation, Tax,...
August 4, 2022 CLE CLE On-Demand, Download
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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

Structuring Incentive Equity in Private Equity-Backed Companies
Control and Restrictions, Vesting and Forfeiture, Distributions, Repurchase...
July 26, 2022 CLE CLE On-Demand, Download
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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

UCC Secured Transactions: Documenting and Perfecting Security Interests, Navigating Compet...
July 21, 2022 CLE CLE On-Demand, Download
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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

Proposed SEC Rules Related to SPAC IPOs and SPAC Business Combinations
Expanded Liability and Disclosure Requirements, Projections, Fairness, and...
July 13, 2022 CLE CLE On-Demand, Download
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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

Private Offering Exemptions and Blue Sky Laws: Avoiding State Compliance Pitfalls
Disclosure and Filing Requirements, Financial Statements, Broker Exemptions
June 13, 2022 CLE CLE On-Demand, Download
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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

Venture Capital Fund Formation, Fund Management, and Deployment of Capital: Top Tips for V...
June 7, 2022 CLE CLE On-Demand, Download
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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

Note Purchase Agreements and Private Placement Debt: Key Terms and Structuring Issues
May 26, 2022 CLE CLE On-Demand, Download
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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

Managing Private Funds in a Volatile Market: Interacting With Investors, Lenders, and Regu...
Investments, Distributions, Governance, Conflicts, Fund Finance Concerns
May 26, 2022 CLE CLE On-Demand, Download
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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

Structuring Margin Financing for Private Equity Funds: Securities as Collateral, Margin Ca...
May 19, 2022 CLE CLE On-Demand, Download
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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

Drafting Preferred Stock Provisions: Current Developments
Structuring Liquidation and Distribution Preferences, Conversion Rights, An...
May 17, 2022 CLE CLE On-Demand, Download
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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

Security Interests in Uncommon Collateral: IP, Insurance Policies, Agricultural Products,...
Navigating Attachment, Perfection, and Priority Under the UCC, Federal and...
May 12, 2022 CLE CLE On-Demand, Download
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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

Early Stages of a Commercial Loan Workout: Pre-Negotiation Agreements and Other Key Consid...
May 5, 2022 CLE CLE On-Demand, Download
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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

Partial Liquidity Transactions for Middle Market Companies: Structuring Alternatives; Lega...
May 3, 2022 CLE CLE On-Demand, Download
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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

Structuring Revolving Credit Facilities: Draw Provisions, Swingline Financing, Lender Liab...
April 21, 2022 CLE CLE On-Demand, Download
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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

New SEC Rules Regarding 10b5-1 Trading Plans and Share Repurchases
Director and Officer Certifications and Trading Restrictions, Form SR Discl...
April 19, 2022 CLE CLE On-Demand, Download
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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

Private Equity GP and Employee Co-Investment Credit Facilities, Management Lines of Credit
Due Diligence, Structuring and Documentation; Role of Sponsor, Administrati...
April 14, 2022 CLE CLE On-Demand, Download
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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

Structuring Financial Covenants: Purposes, Types, Definitions, and Uses in Loan Documents
Maximizing Borrower Protection and Lender Remedies
March 17, 2022 CLE CLE On-Demand, Download
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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

Direct Listing of Securities: Going Public Without an IPO
Registration Requirements, NYSE Valuation Criteria, Pros and Cons
March 1, 2022 CLE CLE On-Demand, Download
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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

The SEC’s New Universal Proxy Rules for Contested Director Elections: Implications for Sha...
Notice, Disclosure, Solicitation, Filing, and Formatting, and Other Require...
February 23, 2022 CLE CLE On-Demand, Download
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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

Structuring NAV Financing for Private Funds: LTV Covenants, Multitier Transactions, Interc...
February 3, 2022 CLE CLE On-Demand, Download
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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

Structuring Convertible Note Financing: Discount Rates, Valuation Caps, Conversion Trigger...
Due Diligence, Determining Priority vs. Other Creditors and Equity Holders
February 1, 2022 CLE CLE On-Demand, Download
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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

Structuring International Lending Transactions: Mitigating Legal, Economic, and Political...
January 27, 2022 CLE CLE On-Demand, Download
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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

Drafting Guaranties and Nonrecourse Carveouts in Commercial Finance Transactions
Enforceability Issues for Lenders and Guarantors In and Out of Bankruptcy
January 20, 2022 CLE CLE On-Demand, Download
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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

IRS Partnership Audit Rules for Private Equity and Hedge Funds
Partnership Level Tax, Push-Out Elections, Partnership Representative Provi...
January 18, 2022 CLE CLE On-Demand, Download
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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

Evaluating Key Intercreditor Arrangements: First Lien/Second Lien, Split Collateral, Senio...
Comparing and Contrasting Intercreditor Structures, Choosing the Arrangemen...
January 13, 2022 CLE CLE On-Demand, Download
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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

Series LLCs: Structuring and Financing Concerns for Lenders and Investors
Navigating UCC Perfection, Bankruptcy Risks, and Conflicting State Statutes
January 6, 2022 CLE CLE On-Demand, Download
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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

Investment Funds and Opportunity Zones: Maximizing Tax Benefits and Preserving Flexibility
December 8, 2021 CLE CLE On-Demand, Download
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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

Phase-Out of LIBOR: Implementing Replacement Rates for Floating Rate Loans and Derivatives
December 2, 2021 CLE CLE On-Demand, Download
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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

Syndicated Finance Transactions: Documentation and Trading, Key Provisions, LSTA Forms
November 10, 2021 CLE CLE On-Demand, Download
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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

Warehouse Lines of Credit: Drafting Financing Agreements, Custodial Agreements, Reps and W...
Perfecting a Security Interest in Mortgage Loans, Analyzing Repurchase Obli...
November 2, 2021 CLE CLE On-Demand, Download
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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

Enforceability of Intercreditor Agreements in Bankruptcy: Maximizing Recovery for First an...
October 28, 2021 CLE CLE On-Demand, Download
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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

Structuring and Documenting Subscription Facilities
October 21, 2021 CLE CLE On-Demand, Download
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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

Shareholder Engagement Strategies for Public Companies: Avoiding Proxy Contests
Preparation, Communication, Timing, Legal Requirements
October 19, 2021 CLE CLE On-Demand, Download
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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

PPP Forgiveness: Responding to an SBA Audit, Best Practices for Mitigating Enforcement Ris...
October 6, 2021 CLE CLE On-Demand, Download
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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

SBA Lending: Documenting, Closing, and Servicing 7(a) and CDC/504 Financing
Navigating SBA Approval and Authorization Process and Best Closing Practice...
September 23, 2021 CLE CLE On-Demand, Download
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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

Structured Preferred Equity: Documentation, Protective Covenants, Tax Treatment, Use in De...
September 22, 2021 CLE CLE On-Demand, Download
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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

UCC Security Interests in Proceeds of Collateral: Perfection, Priority, and Impact of Debt...
September 1, 2021 CLE CLE On-Demand, Download
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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

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 CLE On-Demand, Download
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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

Equity Investments in Pass-Through Entities: Investment Structures, Tax Ramifications
August 18, 2021 CLE CLE On-Demand, Download
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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

Venture Capital and Private Equity Opinions of Counsel
Scope, Assumptions and Qualifications, Due Diligence, Opining on Delaware M...
August 11, 2021 CLE CLE On-Demand, Download
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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

Stablecoins in Commercial Transactions: UCC Issues With Formation and Payments on Blockcha...
August 2, 2021 CLE CLE On-Demand, Download
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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

SEC Enforcement Priorities for 2021: SPACs, ESG Disclosures, Cybersecurity, COVID Disclosu...
July 20, 2021 CLE CLE On-Demand, Download
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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

Structuring Multi-Lender Agreements in Syndicated Facilities: Balancing the Rights of Agen...
Borrower Defaults, Lender Defaults, Exculpatory Clauses, Information Sharin...
June 17, 2021 CLE CLE On-Demand, Download
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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

Structuring Umbrella Credit Facilities in Fund Finance
Drafting Reps and Warranties, Covenants, Events of Default for a Fund Group...
June 3, 2021 CLE CLE On-Demand, Download
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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

Private Funds and ESG: Investment, Reporting and Disclosure Issues; Industry Protocols
June 2, 2021 CLE CLE On-Demand, Download
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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

Corporate Sponsorship of Investment Funds: Structuring an Integrated Fund, Control and Gov...
May 18, 2021 CLE CLE On-Demand, Download
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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

Bank Capital Rules: Impact on Commercial Lending Structures and Documentation
Yield Protection, Increased Costs Provisions, LTV Requirements, Transfer Re...
May 13, 2021 CLE CLE On-Demand, Download
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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

Direct Lending Terms and Documentation: Leverage Covenants, Incremental Financing, Guarant...
May 6, 2021 CLE CLE On-Demand, Download
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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

Structuring Private Equity for GILTI and Subpart F: Minimizing Tax for CFCs Under Section...
April 29, 2021 CLE CLE On-Demand, Download
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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

Ship Finance: Deal Structures, Emergence of Private Fund Lenders, Ships as Collateral, Mar...
March 25, 2021 CLE CLE On-Demand, Download
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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

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
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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

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
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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

New Round of Paycheck Protection: SBA Application, Rules for First and Second Draws, Eligi...
February 24, 2021 CLE CLE On-Demand, Download
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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

New SEC Financial Disclosure Requirements: Regulation S-K Amendments, Materiality in MD&A...
February 17, 2021 CLE CLE On-Demand, Download
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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

Structuring Prepayment Transactions in the Commodities Markets
Key Issues in Documentation, Credit Support & Third-Party Financing for Pur...
February 11, 2021 CLE CLE On-Demand, Download
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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

New Fund of Funds Rule: Avoiding Regulatory Pitfalls and Investor Disputes When Funds Inve...
February 3, 2021 CLE CLE On-Demand, Download
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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

PPP Loan Forgiveness: Appealing Adverse Rulings, Responding to SBA Loan Audits
January 7, 2021 CLE CLE On-Demand, Download
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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

Cryptocurrency: DOJ's Enforcement Framework and the Current Regulatory Landscape
ICOs and the Howey Test, Custody Issues, Virtual Currency as a Commodity, R...
December 16, 2020 CLE CLE On-Demand, Download
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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

Fees and Expenses Provisions in Investment Fund Agreements
Disclosure and Reporting Obligations, Investor and Sponsor Concerns
November 19, 2020 CLE CLE On-Demand, Download
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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

Special Purpose Acquisition Companies: Structuring IPOs to Facilitate Future Mergers and A...
Navigating SEC and Stock Exchange Requirements, Warrants, Trust Accounts, V...
November 5, 2020 CLE CLE On-Demand, Download
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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

Syndicated Credit Facility Restructuring and Workouts
Navigating Divergent Interests Among Lenders, Confidentiality, Voting Right...
October 28, 2020 CLE CLE On-Demand, Download
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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

Main Street Lending Program: Documentation, Federal Reserve Participation, Concerns With E...
September 30, 2020 CLE CLE On-Demand, Download
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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

Supply Chain Finance: Structuring and Documenting Approved Payables Financing Transactions
September 10, 2020 CLE CLE On-Demand, Download
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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

Structuring Equipment Financing: Lease Accounting Rules, Bundling Services and Software, U...
August 19, 2020 CLE CLE On-Demand, Download
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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

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
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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

Debt Restructuring and Repurchases: Tax Implications for Borrowers and Lenders
July 23, 2020 CLE CLE On-Demand, Download
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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

Contribution Agreements: Joint Liability and Rights of Contribution Under Loan Guaranties
Partial Guaranties, Nonrecourse Carveouts, Asserting Defenses
July 7, 2020 CLE CLE On-Demand, Download
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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

SEC Investigations: Common Misconceptions and Mistakes, Designing a Successful Response St...
May 21, 2020 CLE CLE On-Demand, Download
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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

Supply Chain Rights and Remedies Under the UCC: Adequate Assurance, Stoppage of Delivery,...
May 21, 2020 CLE CLE On-Demand, Download
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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

CARES Act Main Street Lending Program: Loan Parameters, Borrower and Lender Eligibility, P...
May 19, 2020 CLE CLE On-Demand, Download
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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

SBA Lending Under the CARES Act: New Paycheck Protection Program, Expanded Disaster Loans,...
May 12, 2020 CLE CLE On-Demand, Download
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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

Structuring Delayed Draw Term Loans: Conditions Precedent, Ticking Fees, Fronting Arrangem...
April 29, 2020 CLE CLE On-Demand, Download
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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

Drafting Indemnification Provisions in Commercial Loan Transactions
Triggering Events, Damages Covered, Standard of Care, Indemnities in Syndic...
March 31, 2020 CLE CLE On-Demand, Download
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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

New SEC Advertising and Solicitation Rules for Investment Advisers
Expanded Definition of Advertising, Increased Scrutiny of Third-Party Solic...
February 27, 2020 CLE CLE On-Demand, Download
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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

Advising Family Office Clients on Recurring Legal, Tax and Business Issues
Navigating Investment Adviser Act, Employment, Executive Compensation, Tax...
February 20, 2020 CLE CLE On-Demand, Download
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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

Cross-Collateral/Cross-Default Loans: Structuring and Documenting Transactions
Intercreditor Agreements, Priority Disputes, Enforcement Challenges Post-De...
February 4, 2020 CLE CLE On-Demand, Download
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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

Structuring Secondary Sales of Private Company Stock
Buyback vs. Third-Party Purchase, Tax and Securities Considerations, Compan...
January 22, 2020 CLE CLE On-Demand, Download
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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

Structuring Leveraged Loans: Tax Concerns, Multinational Entities
Section 956 Deemed Dividend Rules, Limits on Interest Deductions, Tax Distr...
January 21, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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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

The End of LIBOR: Advising Investment Managers on the Transition
Asset Management Authority and Obligations, Legacy Contract Amendments, Dis...
December 18, 2019 CLE CLE On-Demand, Download
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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

Structuring Anti-Net Short Provisions in Syndicated Credit Facilities
Determining When a Net Short Position Exists: Divestment, Voting, and Other...
December 17, 2019 CLE CLE On-Demand, Download
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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

Equity Cure Rights In Commercial Loan Transactions: Curing Financial Covenant Defaults
November 21, 2019 CLE CLE On-Demand, Download
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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

Offering Cryptocurrency Under Reg A+: Blockstack as a Fundraising Template
November 20, 2019 CLE CLE On-Demand, Download
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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

Structuring Intercreditor Agreements in Split Collateral Lien Structures Between ABL and T...
Navigating Collateral Pool, Priority of Rights, Access to Collateral, Stand...
November 14, 2019 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
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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

Cryptocurrency and the Custody Rule: Legal Pitfalls in Managing Digital Assets
October 8, 2019 CLE CLE On-Demand, Download
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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

Private Investment Funds and Tax Reform
Carried Interest, QBI and Interest Deductions, Sale of Partnership Interest...
October 2, 2019 CLE, CPE CLE On-Demand, Download
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This program is included with the Strafford CPE+ Pass. Click for more information.
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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

Blockchain Applications in Commercial Finance: Loan Syndications, Servicing, Swaps, Trade...
August 29, 2019 CLE CLE On-Demand, Download
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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

Regulation Best Interest and Other New SEC Standards of Conduct: Impact on Broker-Dealers,...
July 31, 2019 CLE CLE On-Demand, Download
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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

Impact of Tax Reform on Commercial Loan Documents: Adjustments to Financial and Other Cove...
July 18, 2019 CLE CLE On-Demand, Download
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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

Third-Party Entity Opinions in Private Equity and Finance Transactions
Current Guidance under TriBar Opinion Committee Reports on Limited Partners...
June 12, 2019 CLE CLE On-Demand, Download
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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

Secured Lending Transactions: Anti-Assignment Provisions; 'Best Efforts'; 'Ordinary Course...
Documenting UCC Security Interests in Assets Subject to Anti-Assignment Cla...
May 23, 2019 CLE CLE On-Demand, Download
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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

Structuring Joint Bidding Agreements for Private Equity Funds in M&A: Key Considerations
Confidentiality, Engagement of Advisors, Due Diligence, Cost Sharing, Commu...
April 3, 2019 CLE CLE On-Demand, Download
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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

Positioning Investment Funds for Future Financing: Key Operating Agreement Provisions
Borrowing Authority, Ability to Make Capital Calls, Third-Party Beneficiary...
March 13, 2019 CLE CLE On-Demand, Download
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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

Transatlantic Intercreditor Agreements: Comparing, Contrasting, and Reconciling U.S. and E...
March 7, 2019 CLE CLE On-Demand, Download
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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

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

Securities Law Challenges in Mergers and Acquisitions: Navigating Exemptions for Transfer...
Regulation D, Section 4(a)(2), Integration, Disclosures, and Solicitation o...
January 30, 2019 CLE CLE On-Demand, Download
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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

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 Compa...
November 28, 2018 CLE CLE On-Demand, Download
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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

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

Structuring Intercreditor Agreements in Split Collateral Lien Structures Between ABL and T...
Navigating Collateral Pool, Priority of Rights, Access to Collateral, Stand...
October 2, 2018 CLE CLE On-Demand, Download
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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

Structuring Incremental Loan Facilities: Key Terms for Lenders and Borrowers
Conditions Precedent, Incremental Capacity, Most Favored Nation Provisions,...
September 25, 2018 CLE CLE On-Demand, Download
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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

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

ERISA Considerations in Structuring Credit Facilities with Private Investment Funds
Representations, Warranties and Covenants to Ensure Compliance
August 15, 2018 CLE CLE On-Demand, Download
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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

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

Compliance With New EU GDPR: Steps Investment Funds, Banks, Advisers and Financial Interme...
Revising Service Agreements and Internal Controls; Enhanced Disclosures, Hi...
April 25, 2018 CLE CLE On-Demand, Download
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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

Litigation Finance: Structuring Third-Party Funding of High Cost Claims
Underwriting, Investment Terms, Documentation, Conflict of Interest and Dis...
April 17, 2018 CLE CLE On-Demand, Download
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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

Structuring Term Loan B Transactions: Combining High Yield Financing With Conventional Ban...
March 27, 2018 CLE CLE On-Demand, Download
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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

Prepayment Structures in Leveraged Finance: Balancing Borrower Flexibility With Lender Pro...
Debt Retirement Provisions in Syndicated, Mezzanine and Second Lien Term Lo...
February 27, 2018 CLE CLE On-Demand, Download
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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

UCC Article 9: Purchase Money Security Interests and Blanket Asset Lien Exclusions
Documenting and Perfecting a PMSI; Statutory, Contractual and Other Exclusi...
January 30, 2018 CLE CLE On-Demand, Download
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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

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

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

Third-Party Preferred Equity as a Financing Device: Structuring "Debt-Like" Equity
Drafting Protective Covenants and Remedies Provisions; Redemption and Tax I...
November 7, 2017 CLE CLE On-Demand, Download
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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

Investment Advisers and the Custody Rule: New SEC Guidance and Actions to Take Now
Standing Letters of Authorization, Imputed Custody, and Disclosure Requirem...
October 24, 2017 CLE CLE On-Demand, Download
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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

Structuring Merchant Cash Advances: Alternative Financing for Emerging Companies, Lessons...
Documenting True Sale and Contingent Payments; Avoiding Loan Categorization...
August 23, 2017 CLE CLE On-Demand, Download
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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

Secondary Credit Facilities for Private Equity and Hedge Funds: Financing LP Interests for...
Negotiating Eligible Investments, Advance Rates, Borrower Base and Financia...
August 8, 2017 CLE CLE On-Demand, Download
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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

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

Foreign Private Issuers: Qualifying for Valuable Exemptions from SEC Reporting Requirement...
Analyzing the Shareholder Test and Business Contacts Test, Maintaining FPI...
May 10, 2017 CLE CLE On-Demand, Download
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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

Basel III Capital Retention Requirements: Impact on Loan Structures and Loan Documentation
Structuring Yield Protection and Increased Costs Provisions, Transfer Restr...
May 4, 2017 CLE CLE On-Demand, Download
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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

Investment Advisers Under Heightened Scrutiny: Lessons from Recent SEC Enforcement Actions
Avoiding Conflicts of Interest, Non-Disclosure of Fees and Allocations, Ins...
March 29, 2017 CLE CLE On-Demand, Download
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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

Minimizing Lender Risks of Fraudulent Transfer in Bankruptcy and Under the Uniform Voidabl...
Navigating the Contours of Lender "Inquiry Notice" and Due Diligence
March 14, 2017 CLE CLE On-Demand, Download
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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

Secured Lending: Negotiating and Interpreting Best Efforts, Ordinary Course of Business, a...
Documenting Grant of Security Interest in Assets Subject to Anti-Assignment...
March 2, 2017 CLE CLE On-Demand, Download
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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

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

Swap Collateral Documentation and the New Final Margin Regulations for Uncleared Swaps
Preparing for Profound Changes to Swap Activities, Revising Collateral Docu...
September 29, 2016 CLE CLE On-Demand, Download
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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

Asset-Based Lending and Structured Finance: Isolation of Assets, Bankruptcy-Remote Structu...
What Traditional Lenders Should Know About the Application of Structured Fi...
September 1, 2016 CLE CLE On-Demand, Download
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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

Rule 506(b) Securities Offerings: Leveraging 506(b) Placements, Comparison to Rule 506(c)...
Navigating Rules for Solicitation and Accreditation Process for Non-Accredi...
August 24, 2016 CLE, CPE CLE On-Demand, Download
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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

Distressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and...
Curing and Addressing Financial Covenant Breaches From Lender and Borrower...
August 18, 2016 CLE CLE On-Demand, Download
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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

Private Equity Fund Restructuring: Negotiating Terms, Avoiding Conflicts of Interest and A...
Navigating Sponsor Fiduciary Duties, Options for Existing Investors, and Re...
August 10, 2016 CLE CLE On-Demand, Download
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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

Equity Financing: Using Stocks, Bonds, Mutual Funds and Other Investment Vehicles as Colla...
Navigating the Interplay of Regulations U and X, Rule 144, and UCC Articles...
July 21, 2016 CLE CLE On-Demand, Download
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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

Reg D Rule 506 Private Offerings: Verifying Accredited Investors and Identifying "Bad Acto...
Navigating New SEC Report on Accredited Investor Definition, Exercising Bad...
June 22, 2016 CLE CLE On-Demand, Download
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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

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

Alternative Private Equity Funds: Pledge Funds, Managed Accounts, Deal-by-Deal Co-Investme...
Structuring and Negotiating Alternative Funds for Investment Managers and I...
March 29, 2016 CLE CLE On-Demand, Download
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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