Expert Webcast 7.10.2014: Acquisition Due DiligenceExpert Webcast
DESCRIPTION:
A team of experts comprised of senior investments bankers, a veteran m&a lawyer, a leading CPA and a due diligence and management consultant will discuss effective acquisition due diligence strategies leading to a successful transaction and post-transaction integration.
MAJOR TOPICS:
Early planning and acquirer goals
Strategic due diligence
Business, legal and financial due diligence
Management audits
Quality of earnings
Due diligence team, plan and process
Corporate culture and communications
What the acquirers are looking for
Post-transaction integration
Panel of experts comprised of a leading sports and media lawyer, senior investment bankers, a sports and media valuation expert, a seasoned media executive and a top family lawyer will address the dynamics and structure of Sports & Media M&A and Investment.
MAJOR TOPICS:
Global expansion, new revenue streams and other deal drivers
U.S. v. foreign markets
Brand building / becoming a global franchise
Sports and social media
Media agreements
Ownership: individuals, private equity, public markets
Valuation parameters
Sale of sports teams driven or hampered by divorce
Outlook for the future
Transcript: Alternatives for a Distressed Company in Apparel and RetailExpert Webcast
The discussion includes the process of bidding for, financing and acquiring distressed companies in the Apparel and Retail space is competitive and complex. The panel addressed the strategies and tips for success from the perspectives of an investment banker, a deal and bankruptcy lawyer, a turnaround executive, a lender and a tax accountant.
The panel of experts comprised of a senior corporate lawyer, an international tax expert, a litigator and arbitration expert, and senior investment bankers will discuss
the outlook, deal structures, financing and execution, as well as dispute prevention and resolution in Emerging Markets Cross-Border Transactions.
Major Topics:
The global outlook for cross-border investment and M&A activity in the emerging markets
Legal risks particular to investments in emerging markets; specifically in technology and natural resources
Types and indicia of risk
Transaction objectives and structures
Dispute resolution mechanisms
Economic risks particular to cross-border and emerging market investments
Raising capital for cross border investment and M&A: explaining the risks to potential investors
Successful deal execution
Cultural considerations
Case studies
Emerging Trends in Media Deals, Challenges and Opportunities Expert Webcast
Discussion includes:
The Entertainment, Media and Communications (“EMC”) space has become immensely complex, constantly changing and hyper-competitive. Our panel of experts comprised of an investment banker, a deal and bankruptcy lawyer, a valuation expert, and EMC executives will examine current EMC trends and transactional opportunities, both healthy and distressed, as well as provide tips and strategies for getting deals done.
MAJOR TOPICS:
Current media trends:
Where is the growth?
Changing markets
Television, www, geographic trends
Programming, format and distribution / legacy infrastructure
Value of content v. “dead” libraries
Valuation trends and outlook for the future
Traditional model is broken: distressed opportunities
Observations on recent distressed EMC transactions
Getting a distressed deal done: legal landscape and structure
Credit bidding
In- or out-of-court restructuring
363 Sales
Assignments for the Benefit of Creditors
Discussions with lenders: pre- and post-petition
EMC-specific issues to consider
Capitalization, financing and transactional issues
Selected case studies
Expert Webcast 7.10.2014: Acquisition Due DiligenceExpert Webcast
DESCRIPTION:
A team of experts comprised of senior investments bankers, a veteran m&a lawyer, a leading CPA and a due diligence and management consultant will discuss effective acquisition due diligence strategies leading to a successful transaction and post-transaction integration.
MAJOR TOPICS:
Early planning and acquirer goals
Strategic due diligence
Business, legal and financial due diligence
Management audits
Quality of earnings
Due diligence team, plan and process
Corporate culture and communications
What the acquirers are looking for
Post-transaction integration
Panel of experts comprised of a leading sports and media lawyer, senior investment bankers, a sports and media valuation expert, a seasoned media executive and a top family lawyer will address the dynamics and structure of Sports & Media M&A and Investment.
MAJOR TOPICS:
Global expansion, new revenue streams and other deal drivers
U.S. v. foreign markets
Brand building / becoming a global franchise
Sports and social media
Media agreements
Ownership: individuals, private equity, public markets
Valuation parameters
Sale of sports teams driven or hampered by divorce
Outlook for the future
Transcript: Alternatives for a Distressed Company in Apparel and RetailExpert Webcast
The discussion includes the process of bidding for, financing and acquiring distressed companies in the Apparel and Retail space is competitive and complex. The panel addressed the strategies and tips for success from the perspectives of an investment banker, a deal and bankruptcy lawyer, a turnaround executive, a lender and a tax accountant.
The panel of experts comprised of a senior corporate lawyer, an international tax expert, a litigator and arbitration expert, and senior investment bankers will discuss
the outlook, deal structures, financing and execution, as well as dispute prevention and resolution in Emerging Markets Cross-Border Transactions.
Major Topics:
The global outlook for cross-border investment and M&A activity in the emerging markets
Legal risks particular to investments in emerging markets; specifically in technology and natural resources
Types and indicia of risk
Transaction objectives and structures
Dispute resolution mechanisms
Economic risks particular to cross-border and emerging market investments
Raising capital for cross border investment and M&A: explaining the risks to potential investors
Successful deal execution
Cultural considerations
Case studies
Emerging Trends in Media Deals, Challenges and Opportunities Expert Webcast
Discussion includes:
The Entertainment, Media and Communications (“EMC”) space has become immensely complex, constantly changing and hyper-competitive. Our panel of experts comprised of an investment banker, a deal and bankruptcy lawyer, a valuation expert, and EMC executives will examine current EMC trends and transactional opportunities, both healthy and distressed, as well as provide tips and strategies for getting deals done.
MAJOR TOPICS:
Current media trends:
Where is the growth?
Changing markets
Television, www, geographic trends
Programming, format and distribution / legacy infrastructure
Value of content v. “dead” libraries
Valuation trends and outlook for the future
Traditional model is broken: distressed opportunities
Observations on recent distressed EMC transactions
Getting a distressed deal done: legal landscape and structure
Credit bidding
In- or out-of-court restructuring
363 Sales
Assignments for the Benefit of Creditors
Discussions with lenders: pre- and post-petition
EMC-specific issues to consider
Capitalization, financing and transactional issues
Selected case studies
The panel of experts comprised of a senior corporate lawyer, an international tax expert, a litigator and arbitration expert, and senior investment bankers will discuss
the outlook, deal structures, financing and execution, as well as dispute prevention and resolution in Emerging Markets Cross-Border Transactions.
Major Topics:
The global outlook for cross-border investment and M&A activity in the emerging markets
Legal risks particular to investments in emerging markets; specifically in technology and natural resources
Types and indicia of risk
Transaction objectives and structures
Dispute resolution mechanisms
Economic risks particular to cross-border and emerging market investments
Raising capital for cross border investment and M&A: explaining the risks to potential investors
Successful deal execution
Cultural considerations
Case studies
11.09.2017 Retail Trends and Forecasts for 2017 and BeyondExpert Webcast
MAJOR TOPICS:
Changing retail paradigm
Industry landscape overview
Technological disruptions
Traditional retail v. e-commerce
Maintaining growth and market share
New business models – experiential engagement
Healthy v. distressed
Overview of recent bankruptcy filings: Wet Seal, Payless ShoeSource, Toys-R-Us, other
Watchlist: Neiman Marcus, JCrew, Talbots, other
Restructuring alternatives
Outlook for the future
Managing Different Shareholder Constituencies in a Private Company Sale ProcessExpert Webcast
MAJOR TOPICS:
Bargaining power at inception
Shareholder, management and other agreements
Importance of process – legal and investment banking
Reconciling goals of controlling shareholders with minority
ESOP as a sale strategy
Non-ESOP shareholder and management considerations
California short-form squeeze-out merger
Preparing for potential shareholder litigation
Shareholders v. management tension
10.19.2017 The State of Cross-Border Private Equity and the Role of Alternati...Expert Webcast
MAJOR TOPICS:
Overview of the private equity markets
Market and transactional trends in the US and Canadian private equity
Deal dynamics – structures, speed, execution
Resurgence in the IPO markets
Role of alternative capital pools in the deal economy
Industries and geographies
China cross-border investing
CFIUS process
PE to PE transactional trend
Increasing use of representations & warranties insurance
Value of advisors
Outlook for the future
WHAT BUSINESS OWNERS NEED TO KNOW ABOUT SUCCESSFULLY TRANSITIONING THEIR COMPANYExpert Webcast
Business readiness and shareholder personal planning
Corporate legal planning
Tax and estate planning
Wealth management considerations
Potential buyers and transaction structures
Preparing for due diligence – self-diligence, quality of earnings, other
Post-transactions planning
Issues to anticipate
10.26.2017 Raising Capital for Emerging Growth CompaniesExpert Webcast
MAJOR TOPICS:
• Readiness for a capital raise
• Capital raising process
• Financial and business projections and valuation
• Debt v. equity
• Use of proceeds
• Assembling the right team of advisors
• Types of potential investors
• Common mistakes
06.27.2018 Cannabis Industry Valuation Metrics and TransactionsExpert Webcast
MAJOR TOPICS:
•Regulatory landscape
•Valuation methodologies and metrics
•Tax issues in the Cannabis industry
•Transactional trends in the industry – M&A and financings
Valuation Trends and Investment Opportunities in the Cannabis IndustryExpert Webcast
MAJOR TOPICS:
Licensed medical use v. recreational use
Overview of State and Federal regulatory environment
Financing cannabis businesses – equity v. debt
Types of investors
Business valuation metrics
Most active market segments
Taxation of cannabis businesses
Industry banking solutions
Real estate infrastructure – medical-use cannabis cultivation and processing
Cannabis M&A
Forecasts under the Trump administration
Ownership Transfers of Closely Held BusinessesExpert Webcast
Right time to sell and why
Planning for the exit – personal and corporate
Tax ramifications
Types of ownership transfers
Assembling the deal team early
Sale process overview
Types of buyers
Maximizing incentives
Making sure no hidden assets are overlooked
Common mistakes
M&A Risk Allocation: Representations and Warranties InsuranceExpert Webcast
PANEL:
Craig Lilly, Partner, Baker McKenzie
Peter K. Rosen, Global Chair of the Insurance Coverage Litigation Practice, Latham & Watkins
Patrick Stroth, President, Rubicon M&A Insurance Services
Phil Casper, Principal, Euclid Transactional
Neil Morganbesser, President, DelMorgan & Co.
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
MAJOR TOPICS:
Overview of common M&A deal risks
Representations and warranties insurance explained
Types and transactions covered
Reps & Warranties Insurance trends
Illustrative terms overview
Due diligence and underwriting process
Transaction timing and certainty of closing
Maximization of seller proceeds at closing
Claim history overview
State legalization of cannabis has created a robust marijuana and cannabis ancillary industries as well as significant need for growth capital for many new as well as established companies in the industry. Investment opportunities in the industry through public markets are still relatively scarce, and to meet the demand, venture capital firms, family offices and private equity funds have raised and are investing hundreds of millions of dollars into the industry. The panel will examine current trends and transactions in Cannabis, as well as growth and valuation trends, due diligence issues and potential risks and reward for private equity investors and companies seeking capital.
July 13, 2017: Strategic Solutions to Cross-Border Business DisputesExpert Webcast
MAJOR TOPICS:
Structuring cross-border transactions
Dispute resolution: litigation, arbitration, other
Choice of law and venue
Enforcement
Treaties
Valuation issues
Cultural differences
Protection and ownership of IP
Forensic reviews and investigations
Cybersecurity concerns
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
MAJOR TOPICS:
Overview of distressed deal environment
Volume
Type and quality
Size
Industry
Geography
PE v. lenders v. strategic
Recent relevant bankruptcy rulings and impact on deal structures
Strategies to win and close deals
Financing availability
Operational restructuring and corporate improvement
Case studies
Future outlook
Trends and Transactions in Private Post-Secondary EducationExpert Webcast
Our panel of experts, comprised of senior investment bankers, a leading education lawyer, who also owns and operates an accredited private college, and a senior industry consultant, will discuss the current trends and transactions in the private post-secondary schools and colleges industry. Major topics include:
Current investment climate and market in private post-secondary education
Key federal and state regulatory issues that affect risk, pricing and structure
Student and employee litigation and risk management
Identification of risk indicia and risk assessment
Trends in auction activity and related purchase and sale strategies
Case studies
02.15.2018 Trends, Transactions and Opportunities in Oil & GasExpert Webcast
MAJOR TOPICS:
Industry overview
Historical and anticipated M&A activity by sector
Transaction structures – SPACs, upstream M&A, joint ventures, other
Due diligence trends
Restructuring trends – in- and out-of-court
Asset consolidations
Dealing with legacy capital structures
Opportunities for strategic and financial investors
Outlook for the future
03.08.2018 Key Issues in Sec 363 Bankruptcy SalesExpert Webcast
MAJOR TOPICS
• Summary of Section 363 sale
• Effects on different stakeholders, benefits and burdens
• Debtor v. creditor strategies
• Traditional restructuring v. sale
• Auction and sale process
• Non-profit debtors – hospitals
• “Stalking horse” and insider bidders
• “Melting ice cube” theory
• Impact of the General Motors Chapter 11 filing
• Credit bidding – Fisker and progeny
• Bid chilling
• Making the process more efficient
Duties of Officers and Directors of a Distressed CompanyExpert Webcast
MAJOR TOPICS:
•Accessing capital markets and liquidity issues
•Operational turnaround perspective
•Litigation risks and avoidance
•Mitigation of directors’ and officers’ liability risk
•Corporate indemnification and D& O insurance
•“Zone of Safety”
•Case studies
Expert Webcast Roundtable: Middle Market M&A and Private Equity Update 2017.
•Overview of macroeconomic trends
•Trends in M&A and private equity transactions
•Deal types and structures
•Domestic v. international deal space
•Role of M&A insurance
Expert Webcast: Mastering Transactional Due DiligenceExpert Webcast
Deal market overview
Due diligence areas of focus
Operational, financial, legal
Preparation and self-diligence
Data rooms and use of technology
VDRs
Best practices
Cyber Due Diligence
The New Paradigm for Raising Capital the Sec's New Jobs Act RulesExpert Webcast
MAJOR TOPICS:
- Rule 506 of Reg. D, JOBS Act
- New regulatory regime for private offerings of unregistered securities
- Liability issues
- Importance of using broker-dealers as placement agents
- Current state of Crowdfunding rules
SUMMARY DESCRIPTION:
On July 10, 2013, the SEC adopted long-awaited amendments to Rule 506 of Regulation D under the JOBS Act of 2012, lifting the 80-year ban on general solicitations of unregistered securities offerings. Previously prohibited from publicly soliciting investors in private (unregistered) securities offerings, companies were relegated to soliciting investors with whom they had a “preexisting relationship.” Under the new rules, companies may now publicly solicit “accredited” investors in offerings exempt from SEC registration under Rule 506 of Regulation D. Many believe this rule change to be of greater significance than even the JOBS Act’s Crowdfunding exemption.
The panel of experts comprised of a senior corporate lawyer, an international tax expert, a litigator and arbitration expert, and senior investment bankers will discuss
the outlook, deal structures, financing and execution, as well as dispute prevention and resolution in Emerging Markets Cross-Border Transactions.
Major Topics:
The global outlook for cross-border investment and M&A activity in the emerging markets
Legal risks particular to investments in emerging markets; specifically in technology and natural resources
Types and indicia of risk
Transaction objectives and structures
Dispute resolution mechanisms
Economic risks particular to cross-border and emerging market investments
Raising capital for cross border investment and M&A: explaining the risks to potential investors
Successful deal execution
Cultural considerations
Case studies
11.09.2017 Retail Trends and Forecasts for 2017 and BeyondExpert Webcast
MAJOR TOPICS:
Changing retail paradigm
Industry landscape overview
Technological disruptions
Traditional retail v. e-commerce
Maintaining growth and market share
New business models – experiential engagement
Healthy v. distressed
Overview of recent bankruptcy filings: Wet Seal, Payless ShoeSource, Toys-R-Us, other
Watchlist: Neiman Marcus, JCrew, Talbots, other
Restructuring alternatives
Outlook for the future
Managing Different Shareholder Constituencies in a Private Company Sale ProcessExpert Webcast
MAJOR TOPICS:
Bargaining power at inception
Shareholder, management and other agreements
Importance of process – legal and investment banking
Reconciling goals of controlling shareholders with minority
ESOP as a sale strategy
Non-ESOP shareholder and management considerations
California short-form squeeze-out merger
Preparing for potential shareholder litigation
Shareholders v. management tension
10.19.2017 The State of Cross-Border Private Equity and the Role of Alternati...Expert Webcast
MAJOR TOPICS:
Overview of the private equity markets
Market and transactional trends in the US and Canadian private equity
Deal dynamics – structures, speed, execution
Resurgence in the IPO markets
Role of alternative capital pools in the deal economy
Industries and geographies
China cross-border investing
CFIUS process
PE to PE transactional trend
Increasing use of representations & warranties insurance
Value of advisors
Outlook for the future
WHAT BUSINESS OWNERS NEED TO KNOW ABOUT SUCCESSFULLY TRANSITIONING THEIR COMPANYExpert Webcast
Business readiness and shareholder personal planning
Corporate legal planning
Tax and estate planning
Wealth management considerations
Potential buyers and transaction structures
Preparing for due diligence – self-diligence, quality of earnings, other
Post-transactions planning
Issues to anticipate
10.26.2017 Raising Capital for Emerging Growth CompaniesExpert Webcast
MAJOR TOPICS:
• Readiness for a capital raise
• Capital raising process
• Financial and business projections and valuation
• Debt v. equity
• Use of proceeds
• Assembling the right team of advisors
• Types of potential investors
• Common mistakes
06.27.2018 Cannabis Industry Valuation Metrics and TransactionsExpert Webcast
MAJOR TOPICS:
•Regulatory landscape
•Valuation methodologies and metrics
•Tax issues in the Cannabis industry
•Transactional trends in the industry – M&A and financings
Valuation Trends and Investment Opportunities in the Cannabis IndustryExpert Webcast
MAJOR TOPICS:
Licensed medical use v. recreational use
Overview of State and Federal regulatory environment
Financing cannabis businesses – equity v. debt
Types of investors
Business valuation metrics
Most active market segments
Taxation of cannabis businesses
Industry banking solutions
Real estate infrastructure – medical-use cannabis cultivation and processing
Cannabis M&A
Forecasts under the Trump administration
Ownership Transfers of Closely Held BusinessesExpert Webcast
Right time to sell and why
Planning for the exit – personal and corporate
Tax ramifications
Types of ownership transfers
Assembling the deal team early
Sale process overview
Types of buyers
Maximizing incentives
Making sure no hidden assets are overlooked
Common mistakes
M&A Risk Allocation: Representations and Warranties InsuranceExpert Webcast
PANEL:
Craig Lilly, Partner, Baker McKenzie
Peter K. Rosen, Global Chair of the Insurance Coverage Litigation Practice, Latham & Watkins
Patrick Stroth, President, Rubicon M&A Insurance Services
Phil Casper, Principal, Euclid Transactional
Neil Morganbesser, President, DelMorgan & Co.
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
MAJOR TOPICS:
Overview of common M&A deal risks
Representations and warranties insurance explained
Types and transactions covered
Reps & Warranties Insurance trends
Illustrative terms overview
Due diligence and underwriting process
Transaction timing and certainty of closing
Maximization of seller proceeds at closing
Claim history overview
State legalization of cannabis has created a robust marijuana and cannabis ancillary industries as well as significant need for growth capital for many new as well as established companies in the industry. Investment opportunities in the industry through public markets are still relatively scarce, and to meet the demand, venture capital firms, family offices and private equity funds have raised and are investing hundreds of millions of dollars into the industry. The panel will examine current trends and transactions in Cannabis, as well as growth and valuation trends, due diligence issues and potential risks and reward for private equity investors and companies seeking capital.
July 13, 2017: Strategic Solutions to Cross-Border Business DisputesExpert Webcast
MAJOR TOPICS:
Structuring cross-border transactions
Dispute resolution: litigation, arbitration, other
Choice of law and venue
Enforcement
Treaties
Valuation issues
Cultural differences
Protection and ownership of IP
Forensic reviews and investigations
Cybersecurity concerns
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
MAJOR TOPICS:
Overview of distressed deal environment
Volume
Type and quality
Size
Industry
Geography
PE v. lenders v. strategic
Recent relevant bankruptcy rulings and impact on deal structures
Strategies to win and close deals
Financing availability
Operational restructuring and corporate improvement
Case studies
Future outlook
Trends and Transactions in Private Post-Secondary EducationExpert Webcast
Our panel of experts, comprised of senior investment bankers, a leading education lawyer, who also owns and operates an accredited private college, and a senior industry consultant, will discuss the current trends and transactions in the private post-secondary schools and colleges industry. Major topics include:
Current investment climate and market in private post-secondary education
Key federal and state regulatory issues that affect risk, pricing and structure
Student and employee litigation and risk management
Identification of risk indicia and risk assessment
Trends in auction activity and related purchase and sale strategies
Case studies
02.15.2018 Trends, Transactions and Opportunities in Oil & GasExpert Webcast
MAJOR TOPICS:
Industry overview
Historical and anticipated M&A activity by sector
Transaction structures – SPACs, upstream M&A, joint ventures, other
Due diligence trends
Restructuring trends – in- and out-of-court
Asset consolidations
Dealing with legacy capital structures
Opportunities for strategic and financial investors
Outlook for the future
03.08.2018 Key Issues in Sec 363 Bankruptcy SalesExpert Webcast
MAJOR TOPICS
• Summary of Section 363 sale
• Effects on different stakeholders, benefits and burdens
• Debtor v. creditor strategies
• Traditional restructuring v. sale
• Auction and sale process
• Non-profit debtors – hospitals
• “Stalking horse” and insider bidders
• “Melting ice cube” theory
• Impact of the General Motors Chapter 11 filing
• Credit bidding – Fisker and progeny
• Bid chilling
• Making the process more efficient
Duties of Officers and Directors of a Distressed CompanyExpert Webcast
MAJOR TOPICS:
•Accessing capital markets and liquidity issues
•Operational turnaround perspective
•Litigation risks and avoidance
•Mitigation of directors’ and officers’ liability risk
•Corporate indemnification and D& O insurance
•“Zone of Safety”
•Case studies
Expert Webcast Roundtable: Middle Market M&A and Private Equity Update 2017.
•Overview of macroeconomic trends
•Trends in M&A and private equity transactions
•Deal types and structures
•Domestic v. international deal space
•Role of M&A insurance
Expert Webcast: Mastering Transactional Due DiligenceExpert Webcast
Deal market overview
Due diligence areas of focus
Operational, financial, legal
Preparation and self-diligence
Data rooms and use of technology
VDRs
Best practices
Cyber Due Diligence
The New Paradigm for Raising Capital the Sec's New Jobs Act RulesExpert Webcast
MAJOR TOPICS:
- Rule 506 of Reg. D, JOBS Act
- New regulatory regime for private offerings of unregistered securities
- Liability issues
- Importance of using broker-dealers as placement agents
- Current state of Crowdfunding rules
SUMMARY DESCRIPTION:
On July 10, 2013, the SEC adopted long-awaited amendments to Rule 506 of Regulation D under the JOBS Act of 2012, lifting the 80-year ban on general solicitations of unregistered securities offerings. Previously prohibited from publicly soliciting investors in private (unregistered) securities offerings, companies were relegated to soliciting investors with whom they had a “preexisting relationship.” Under the new rules, companies may now publicly solicit “accredited” investors in offerings exempt from SEC registration under Rule 506 of Regulation D. Many believe this rule change to be of greater significance than even the JOBS Act’s Crowdfunding exemption.
Corporate Advisory Boards, Their Role and ValueExpert Webcast
DESCRIPTION:
A corporate advisory board can provide input on strategic direction and growth of the business and allow the company to access high-quality experience and advice, increasing the likelihood of long-term success.
MAJOR TOPICS:
- Purpose of an advisory board
- Function of senior advisors
- Board composition and structure
- Board member evaluation
- Board interaction with owners and senior management
- Advisory board v. board of directors
- Compensation issues
- How to attract senior advisors
Expert Webcast: Maximizing Value of Privately Held CompanyExpert Webcast
Maximizing the Value of a Privately Held Company from the Corporate, Financial and Management Perspectives. This panel presentation addresses the issues involved in building, running and exiting a private company or a family-owned business, including owners’ personal considerations and business-related corporate law, financial and management issues.
10.20.2016 Maximizing Value for Distressed Venture CompaniesExpert Webcast
MAJOR TOPICS:
•Financial v. operational distress
•Turnaround options
•Restructuring v. sale
•Treatment of intellectual property
•Valuation issues
•Capital availability and financing alternatives
•Accounting considerations
11.16.2017 Strategies for US Companies' Expansion AbroadExpert Webcast
Expansion structures: organic, mergers, acquisitions, joint ventures, other
Structuring private equity acquisitions abroad
Intellectual property and technology transfer issues
Understanding local infrastructure, language and culture
Staffing a deal team
Due diligence and disclosures
Dispute resolution mechanisms
Transfer pricing, tax structures and repatriation of capital
Financing availability
M&A Risk Allocation: Representations and Warranties Insurance. Expert Webcast
PANEL:
Craig Lilly, Partner, Baker McKenzie
Peter K. Rosen, Global Chair of the Insurance Coverage Litigation Practice, Latham & Watkins
Patrick Stroth, President, Rubicon M&A Insurance Services
Phil Casper, Principal, Euclid Transactional
Neil Morganbesser, President, DelMorgan & Co.
MODERATOR:
Alex Kasdan, Senior Managing Director, DelMorgan & Co.
MAJOR TOPICS:
Overview of common M&A deal risks
Representations and warranties insurance explained
Types and transactions covered
Reps & Warranties Insurance trends
Illustrative terms overview
Due diligence and underwriting process
Transaction timing and certainty of closing
Maximization of seller proceeds at closing
Claim history overview
5.25.2017 Getting Your Company Ready for SaleExpert Webcast
Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co.
Panel:
• C. Craig Lilly, Partner, Baker & McKenzie LLP
• Thomas N. Mahoney, CFA, CAIA, Private Wealth Advisor, Senior Portfolio Manager, UBS Private Wealth Management
• Greg Reber, Founder and CEO, AsTech Consulting
• Michael L. Evans, Northern California Managing Director, Newport Board Group LLC
MAJOR TOPICS:
• Corporate law imperatives
• Identifying high-risk areas pre-sale
• Avoiding contingent considerations post-sale
• Understanding seller motives and goals
• “Institutionalizing” the business
• Assembling the deal team
• Valuation Issues
• Sale process overview
• Potential transaction structures
• Understanding and managing cyber and technology risks
• Due diligence
• Wealth and estate planning for selling shareholders
Alternatives for a Distressed Company in Apparel and RetailExpert Webcast
This presentation covers the process of bidding for, financing and acquiring distressed companies in the Apparel and Retail space is competitive and complex. The panel will addressed the strategies and tips for success from the perspectives of an investment banker, a deal and bankruptcy lawyer, a turnaround executive, a lender and a tax accountant.
Alternatives for a Distressed Company in Apparel and RetailExpert Webcast
The process of bidding for, financing and acquiring distressed companies in the Apparel and Retail space is competitive and complex. This presentation addresses the strategies and tips for success from the perspectives of an investment banker, a deal and bankruptcy lawyer, a turnaround executive, a lender and a tax accountant.
05.31.2018 Resolving Shareholder and Investor DisputesExpert Webcast
MAJOR TOPICS:
Disclosure based settlements of shareholder litigation challenging merger transactions (Dead or Alive post Trulia)
Structuring Cash out mergers by majority or controlling shareholders (MFW)
Business Judgment Rule Review for Post- Closing Damages Cases (Corwin)
Developments in Appraisal Proceedings
Expert Webcast Roundtable: Liquidity and Transition Strategies for Business O...AnnaSpektor
MAJOR TOPICS:
Understanding motivations and desires of business owners
Corporate preparedness: business, management and financials
Understanding the value of the business and key value drivers
Wealth management planning
Shareholder tax and estate planning
Liquidity strategies, process and timeline
Getting the maximum value at exit
Trends and Transactions in private post secondary educationExpert Webcast
Our panel of experts, comprised of senior investment bankers, a leading education lawyer, who also owns and operates an accredited private college, and a senior industry consultant, will discuss the current trends and transactions in the private post-secondary schools and colleges industry. Major topics include:
Current investment climate and market in private post-secondary education
Key federal and state regulatory issues that affect risk, pricing and structure
Student and employee litigation and risk management
Identification of risk indicia and risk assessment
Trends in auction activity and related purchase and sale strategies
Case studies
Hemp market overview
•Legal and regulatory issues
•Investment opportunities – corporate and real estate
•Valuation trends
•Third-party due diligence
•Brand building and differentiation in the new industry
•Industry outlook
1. Moderator:
Alexander B. Kasdan, Managing Director, DelMorgan & Co.
Expert Panel:
Neil Morganbesser, Co-Founder, President & CEO, DelMorgan & Co.
Leib Orlanski, Partner, K&L Gates LLP
Ronald S. Friedman, CPA, Partner, Marcum LLP
Organizer:
Anna Spektor, President and Founder, Expert Presence
RAISING CAPITAL FOR COMPANIES:
WHAT ENTREPRENEURS AND THEIR ADVISERS NEED TO
KNOW
2. 2
ORGANIZER & HOST:
Anna Spektor, Founder, Expert Presence / Expert Webcast
Anna is organizer and host of Expert Webcast leading thought leadership
platform delivering knowledge and insight on current issues and the latest
developments in law, accounting and finance.
Expert Webcast produces the industry’s leading webcast panels covering
corporate, M&A, restructuring and finance topics. Our speakers address
most pressing issues for business owners, C-level executives, corporate
advisers and institutional investors locally, internationally and cross-border.
Anna is also a seasoned business development consultant and founder of
Expert Presence, a leading management consultancy dedicated to helping
professionals generate new business and increase brand awareness.
Founded upon creativity, accountability and delivering results, Expert
Presence specializes in new business development, corporate
communications, strategic positioning, event and digital marketing for law
firms, accounting firms, investment banks and other professional services
firms.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
(310) 995-6579
anna@expertpresence.com
www.expertpresence.com
www.expertwebcast.com
3. 3
Moderator: Alexander B. Kasdan is a Managing Director at DelMorgan & Co.
Mr. Kasdan has more than twenty years of investment banking, real estate, corporate
law and corporate strategy experience. Mr. Kasdan has executed over 100 domestic
and cross-border transactions totaling more than $10 billion in overall volume in a
variety of industries. Prior to joining DelMorgan, Mr. Kasdan founded Convergence
Capital Partners, LLC, a boutique investment banking advisory and real estate
investment firm and was an investment banker at Barrington Associates, Peter J.
Solomon Company, Credit Suisse First Boston and Merrill Lynch.
Mr. Kasdan practiced law with O’Melveny & Myers LLP (formerly O’Sullivan Graev
& Karabell LLP) and Paul, Hastings, Janofsky & Walker LLP (formerly Battle Fowler
LLP), where he specialized in mergers and acquisitions, private equity and corporate
finance transactions. In addition, Mr. Kasdan served as Corporate Counsel in charge
of business development at Schlumberger Ltd., a global oilfield and information
services company.
Mr. Kasdan graduated magna cum laude from Middlebury College with a B.A. degree
in Economics and Italian and was elected to Phi Beta Kappa during his junior year. In
addition, he holds a J.D. degree from Columbia University Law School and has
studied at the University of Florence in Italy. Mr. Kasdan is admitted to the Bar in the
State of New York.
Mr. Kasdan is a Senior Advisor to Governance and Transactions LLC, an advisory
firm established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners with
corporate governance, compliance, structuring and strategic transactions.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
P: (310) 935-3826
M: (310) 980-1718
www.delmorganco.com
ak@delmorganco.com
4. 4
Panelist: Neil Morganbesser is co-Founder and President & CEO of DelMorgan & Co. where he
provides senior leadership within the firm and helps oversee all client engagements. Mr.
Morganbesser is also CEO of Globalist Capital LLC, DelMorgan’s broker-dealer affiliate. Mr.
Morganbesser has over 20 years of experience providing financial and strategic advice to a full range
of clients, including entrepreneurs, large corporations, governments, family businesses, private equity
funds, and special committees of public companies.
Mr. Morganbesser has been affiliated with some of the leading institutions in the world, and his
experience ranges from representing the offshore owners in the sale of a small, private U.S. company
for $10 million to representing the special committee of a large, public company in a $9 billion
negotiated management buyout with a highly complex financial structure.
Mr. Morganbesser has truly global experience with the most sophisticated transactions, across a broad
range of industries and in a large number of jurisdictions, as the lead banker on a wide variety of
transactional and other advisory assignments, including domestic and cross-border mergers,
acquisitions, joint ventures, sales and divestitures, restructurings, special committee assignments,
unsolicited acquisitions and hostile defense. With transactional experience in over 30 countries, Mr.
Morganbesser has successfully advised on over 75 transactions.
Until May 2008, Mr. Morganbesser was the head of West Coast and Asia Mergers & Acquisitions at
Bear Stearns & Co., as a Senior Managing Director based in Los Angeles. Prior to joining Bear
Stearns in May 2001, Mr. Morganbesser was an investment banker in the Mergers, Acquisitions and
Restructuring Department at Morgan Stanley (in New York from 1993-1998 and in Los Angeles from
1998-2001). From 1990-1993, Mr. Morganbesser was a corporate and M&A attorney at the
preeminent New York law firm of Wachtell, Lipton, Rosen & Katz.
Mr. Morganbesser graduated with an A.B. magna cum laude in Applied Mathematics / Economics
from Harvard University (Phi Beta Kappa) in 1986 and received his J.D. and M.B.A. degrees (Order
of the Coif, with honors) from Stanford University in 1990.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
(310) 319-2000
nm@delmorganco.com
www.delmorganco.com
5. 5
Panelist: Leib Orlanski is a Partner at K&L Gates. Mr. Orlanski helps
companies and management teams find acquisition targets to buy, brings in
private equity firms to finance buy-outs or growth capital, and structures and
documents the terms of the M&A and investment transactions that he
originates. He also represents companies seeking to find underwriters for an
IPO or a follow on public offering or a PIPE financing, structures the terms of
the public offering or the private placement, and represents either the issuer or
the underwriter in public stock offerings. He was named a Southern California
"Super Lawyer" by Los Angeles Magazine in 2006, 2007 and 2008.
Mr. Orlanski represents issuers and underwriters in their public stock
offerings. He has been a member of the State Bar Corporation Committee; a
Lecturer, California Continuing Education of the Bar; Los Angeles County
Bar Association Annual Update on Developments in Securities Law; he has
been a member of the Corporation Commissioner's Blue Ribbon Adversary
Committee, and a Lecturer and Chairman for the University of California, Los
Angeles Extension Courses on “Going Public,” and “Off-Balance-Sheet
Financing.”
Mr. Orlanski holds a J.D. from University of Southern California Law School,
1967, (Order of the Coif; Editor, Southern California Law Review) and a B.A.
from University of California at Los Angeles (UCLA), 1964.
ca Blvd.7th FloorLos Angeles, CA 90067310-552-5044
tes.comwww.klgates.com
6. 6
Panelist: Ronald S. Friedman is a Partner in the Southern
California region of Marcum LLP. As a member of the
Firm’s National Retail/Consumer Products Industry group, he
provides consulting services for closely-held and emerging
businesses in the apparel, manufacturing, distribution and retail
industries.
Mr. Friedman works very closely with his clients providing
assistance with many aspects of their businesses. His services
include forecasting and budgeting, profit enhancement,
succession planning, exit strategies, preparation for sale of a
business, assistance in procuring financing, and workout and
reorganization consulting. Mr. Friedman’s expertise also
includes assisting in the negotiations for the purchase or sale of
a business.
Additionally, for more than 30 years Mr. Friedman has served
as an expert witness in numerous apparel industry cases
ranging from valuations in divorce proceedings to disputes
between partners in business dealings.
ngeles, CA 90067P: (310) 432-7414C: (310) 629-0827Ron.Friedman@marcumllp.com
7. 7
WEBCAST LOGISTICS:
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8. 8
MAJOR TOPICS
•Market overview
•What investors look for: industry, business model, scalability, etc.
•Assessing capital requirements
•Short-term v. long-term business strategy
•Uses of capital
•Legal and financial reporting requirements
•Disclosure and due diligence
•Valuation parameters
•Debt v. equity
•Deal structure
•Maintaining control
•Types of investors: financial v. strategic
•Retaining investment banker, lawyers and accountants
•Overview of the process
•Potential landmines and war stories
9. 9
Leib Orlanski, Partner, K&L Gates
(This discussion does not cover debt or raising money from wealthy individuals)
I.RAISING PRIVATE CAPITAL FOR COMPANIES
1.High Tech and Social Media Companies
Stages Sources
a.Seed Stage Friends / Family
b.Early Stage Pre-Revenue Proof of Concept Venture Capital
c.Late Stage, Generating Revenue, No Profits Venture Capital
d.Pre-IPO, Generating Significant Revenue, Some Profits Venture Capital
Approach above via trusted intermediary: DelMorgan & Co.
10. 10
I.RAISING PRIVATE CAPITAL FOR COMPANIES (cont.)
2.Conventional Non Tech Non Social Media Companies
Stages Sources
a.All Stages Up to $10M Revenue and $1.5M EBITDA Friends / Family
b.From $10M-$20M Revenue and $1.5M - $4M EBITDA Smaller Private Equity
Firms / Some Family
Offices
c.From $20M-$100M Revenue and $4M-$20M EBITDA Mid-Market PE Firms /
Many Family Offices
d.Over $100M Revenue and Over $20M EBITDA Large Pool of Big Multi
Billion Dollar PE Funds
Approach above via trusted intermediary: DelMorgan & Co.
11. 11
II. RAISING PUBLIC CAPITAL FOR COMPANIES
1. Raising Public Capital for Private Companies Via IPO
Stage Type of Company Sources
a. Tech or Social Media, Health Sciences, MedTech Smaller / Regional
Experiencing Fast Growth Up to $50mm Investment Bankers –
Revenue but Not Yet Profitable Examples: Roth Capital,
H.C. Wainright, Maxim
b. Non Tech Non Social Media Same Plus – Examples:
Experienced Management Cowen, Jeffries, Baird,
Fast Growth Rate - CAGR-20% Oppenheimer, William
Revenues at Least $30M-$100M Blair, AEGIS, Needham
c. Any Company, Revenues Over $100mm Goldman,
Morgan Stanley CAGR 20%, After Tax Profit 10%
Bulge Bracket
Best to use intermediary DelMorgan & Co. for intro
12. 12
II. RAISING PUBLIC CAPITAL FOR COMPANIES (cont.)
2. Raising Public Capital for Private Companies Via Reverse Merger
a. Very few cash heavy shells available
b. Merging with shell without cash not advisable
c. Best way to reverse merger with shell is to use investment banker like DelMorgan to
raise capital from small hedge funds simultaneously with consummation of the merger
13. 13
II. RAISING PUBLIC CAPITAL FOR COMPANIES (cont.)
3. Raising Public Capital for Public Companies
Criteria Sources
a. Stock Price of at Least $1.50 Roth
Capital
b. Volume in Stock at Least 100,000 Shares per Day Wainright
c. Good Projects for Dramatic Improvements in Current Fiscal Year Maxim
d. For Shelf Takedown Market Cap at Least $75mm
4. Raising Private Capital for Public Companies; PIPE
Criteria Sources
Same as (a), (b), (c) above Same
Differences in PIPE Stock Sold at a Larger Discount to Public
Trading Price
14. 14
ACCOUNTING CONSIDERATIONS
Ronald S. Friedman, CPA, Partner, Marcum LLP
•Annual Audited Financial Statements
•Internal Monthly Financial Reporting
•Detailed Projected Financial Statements for three years, including
income statements, balance sheets, cash flows, operating expenses and
assumptions
•Strength of the company’s internal controls
•Strength of the accounting personnel and supporting team members
•Quality of Earnings Report, different than financial statements
Tax Strategy:
•Capital financing / Asset Purchase vs. Debt Financing
•Capital financing, step up in basis of assets
•Valuation Experts to allocate purchase price for tax and GAAP