This document summarizes a presentation on navigating the growth stage referred to as "No Man's Land" for companies. It discusses the importance of focusing on four key areas for successful growth: marketing, management, business model, and financing. Specifically, it emphasizes the need to realign with the market, hire a professional management team, develop an economic model that can scale profitably, and raise adequate capital to fund growth through this challenging period.
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
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
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.
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.
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
Qualified Opportunity Zones rules seek to encourage investment and stimulate economic growth in certain distressed communities by providing various federal income tax benefits to taxpayers who invest in businesses that operate within these zones. Discussion will include tax incentives and key outstanding regulatory issues in Qualified Opportunity Zones as well as transactions for companies, funds and investors, including real estate deals and sales of closely held businesses.
• Intent of the 2017 legislation on Qualified Opportunity Zones
• Types of qualified opportunity funds
• Tax and business considerations in choosing a fund
• Tax benefits of investing in a qualified opportunity fund
• Capital gains that qualify
• Tax deferral or something more?
• Prescribed holding periods
• Taxpayer qualifications
• Investments required to realize tax benefits
• Investing in a sponsored fund to realize the tax benefits
• Forming a new fund
• Opportunity to defer gains for selling business owners
• Opportunity zones compared to a like-kind exchange for real estate investors
• A qualified fund in the case of a partnership dissolution
• Estate planning opportunities
• Opportunity Zones deal overview
• Real estate developer perspective -- cost of capital and deal structures
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
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
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.
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.
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
Qualified Opportunity Zones rules seek to encourage investment and stimulate economic growth in certain distressed communities by providing various federal income tax benefits to taxpayers who invest in businesses that operate within these zones. Discussion will include tax incentives and key outstanding regulatory issues in Qualified Opportunity Zones as well as transactions for companies, funds and investors, including real estate deals and sales of closely held businesses.
• Intent of the 2017 legislation on Qualified Opportunity Zones
• Types of qualified opportunity funds
• Tax and business considerations in choosing a fund
• Tax benefits of investing in a qualified opportunity fund
• Capital gains that qualify
• Tax deferral or something more?
• Prescribed holding periods
• Taxpayer qualifications
• Investments required to realize tax benefits
• Investing in a sponsored fund to realize the tax benefits
• Forming a new fund
• Opportunity to defer gains for selling business owners
• Opportunity zones compared to a like-kind exchange for real estate investors
• A qualified fund in the case of a partnership dissolution
• Estate planning opportunities
• Opportunity Zones deal overview
• Real estate developer perspective -- cost of capital and deal structures
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
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
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
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
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
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.
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
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
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
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
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.
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.
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.
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
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
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
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
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
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.
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
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
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
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
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.
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.
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.
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.
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
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
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
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
07.19.2018 Understanding the Sell Side M&A Process for a Private CompanyExpert Webcast
Major Topics:
M&A market overview
Corporate and shareholder readiness
Assembling the deal team
Legal issues
Investment banking process
Types of buyers
Deal structures
Due diligence
Capitalizing on “hidden” assets – life insurance
Tax and other incentives available
M&A insurance
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
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
Understanding Claim History in M&A InsuranceExpert Webcast
Overview of M&A / Representations and Warranties Insurance
Payout history / frequent types of claims
Claim submission and processing
Role of a broker
Roles of external advisors – lawyers, accountants
Common issues
Transactional observations
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
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
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
Gear slippage with strategic execution is a universal norm—but, it does not have to be
Limitations of the traditional Project Management Office (PMO)
Establishing ‘force multiplication’ for PE Operating Partners
Best practices for post-merger integration can be applied across the enterprise
Creating a “Culture of Execution” where managers embrace getting things done
Building healthier companies by teaching companies to execute rather than “taking over”
There is a better way: the ‘Change Management Acceleration Process’
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
Explore our most comprehensive guide on lookback analysis at SafePaaS, covering access governance and how it can transform modern ERP audits. Browse now!
Attending a job Interview for B1 and B2 Englsih learnersErika906060
It is a sample of an interview for a business english class for pre-intermediate and intermediate english students with emphasis on the speking ability.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Skye Residences | Extended Stay Residences Near Toronto Airportmarketingjdass
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Taurus Zodiac Sign_ Personality Traits and Sign Dates.pptxmy Pandit
Explore the world of the Taurus zodiac sign. Learn about their stability, determination, and appreciation for beauty. Discover how Taureans' grounded nature and hardworking mindset define their unique personality.
As a business owner in Delaware, staying on top of your tax obligations is paramount, especially with the annual deadline for Delaware Franchise Tax looming on March 1. One such obligation is the annual Delaware Franchise Tax, which serves as a crucial requirement for maintaining your company’s legal standing within the state. While the prospect of handling tax matters may seem daunting, rest assured that the process can be straightforward with the right guidance. In this comprehensive guide, we’ll walk you through the steps of filing your Delaware Franchise Tax and provide insights to help you navigate the process effectively.
What are the main advantages of using HR recruiter services.pdfHumanResourceDimensi1
HR recruiter services offer top talents to companies according to their specific needs. They handle all recruitment tasks from job posting to onboarding and help companies concentrate on their business growth. With their expertise and years of experience, they streamline the hiring process and save time and resources for the company.
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
Accpac to QuickBooks Conversion Navigating the Transition with Online Account...PaulBryant58
This article provides a comprehensive guide on how to
effectively manage the convert Accpac to QuickBooks , with a particular focus on utilizing online accounting services to streamline the process.
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
Achieving the Next Level of Corporate Growth: Navigating “No Man’s Land”
1. Presenters:
Michael Gioseffi, Partner
Alexander B. Kasdan, Managing Director
William F. Capps, Partner, Chairman, Corporate Department
ACHIEVING THE NEXT LEVEL OF CORPORATE GROWTH:
NAVIGATING “NO MAN’S LAND”
August 29, 2013
2. 1
Michael Gioseffi is a partner of Newport Board Group. Based in Los
Angeles, Mike is an experienced CEO who has a record of achieving
sustainable sales and earnings growth with domestic, international, public
and private companies, both large and small. He has done so in various
industries, including technology and manufacturing.
His accomplishments include bringing new products and technology to
underserved markets and turning around underperforming businesses. For
example, Mike was recruited by a Mezzanine investment firm as the Interim
CEO of one of their portfolio holdings, with the goal of turning around the
company. Within one year he reorganized the organization, stabilizing sales,
renewing manufacturing licenses and registrations and implementing
improved inventory management and production order scheduling. He
managed the business through Chapter 11, succeeding in reorganizing
problematic historical balance sheet liabilities.
Mike has also turned around and restructured companies in the digital
imaging, mobile computing, and high purity/specialty fluid handling
industries.
(626) 253-4799
www.newportboardgroup.com
Mike.Gioseffi@
NewportBoardGroup.com
3. 2
Alexander B. Kasdan is a Managing Director at DelMorgan & Co. He has more
than twenty years of investment banking, real estate, corporate law and corporate
strategy experience. Alex 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, Alex 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.
Alex 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, Alex served as Corporate Counsel in charge of
business development at Schlumberger Ltd., a global oilfield and information services
company.
Alex 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. Alex is admitted to the Bar in the State of New
York.
Alex 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
(310) 980-1718
www.delmorganco.com
ak@delmorganco.com
4. 3
Bill Capps is a partner and chairman of the Corporate Department. He
represents some of the Firm's higher visibility corporate and banking clients
in many business matters, with particular emphasis on securities matters
(including mergers and acquisitions and representation of Special
Committees), international matters, real estate and building materials
companies, corporate finance, franchising, executive compensation
planning, litigation management and health care transactions. His
experience includes serving substantial corporate clients in all business
matters. In addition, Bill is a licensed real estate broker.
Bill holds a J.D. degree from Boalt Hall School of Law, University of
California, Berkeley, 1973, and a B.A. degree with high honors from
Whittier College, 1968.
Representative Experience:
• Representation of Fortune 500 companies in all aspects of international
transactions
• Representation of building materials industry
• Representation of significant families in Southern California in business
and personal planning including succession planning
• Strategic litigation management for major disputes
1900 Avenue of the Stars
7th Floor
Los Angeles, CA 90067
(310) 201-3513
www.JMBM.com
Wcapps@JMBM.com
33. Purpose and Definition of Advisory Board
Corporate Advisory Boards
Role as senior advisory counsel on important or
technical issues
• Merger and acquisition
• Financing and capital raise
• Operations
• Marketing and promotion
• Strategic thinking
• Technology
34. Purpose and Definition of Advisory Board
Corporate Advisory Boards
Process and steps in formation of advisory board
• Define advisory member skills desired
• Determine expectations (is name on website sufficient?)
• Create your pitch and compensation package
• Brainstorm the target list of advisors
• Seek out the targeted advisors and recruit them
• Celebrate, incorporate and communicate