Tuesday, February 26, 2019
Registration: 8:30a.m. – 9:00 a.m.
Program: 9:00a.m. – 10:00 a.m.

Location
Mayer Brown LLP
1221 Avenue of the Americas,
New York, NY 10020

Successful privately held companies considering their liquidity opportunities or eyeing an IPO often turn to late stage private placements. Late stage private placements with institutional investors, cross-over investors and strategic investors raise a number of considerations distinct from those arising in earlier stage and venture financing transactions. Privately held companies also have become more comfortable sponsoring liquidity programs for early investors, employees and consultants, as well as allowing these holders to sell to cross-over investors in late stage investment rounds.

During our session, we will discuss:

  • Timing and process for late stage private placements;
  • Terms of late stage private placements;
  • Principal concerns for cross-over funds;
  • Diligence, projections and information sharing;
  • IPO and acquisition ratchets;
  • Participation by strategic investors;
  • Issuers and third-party tender offerings; and
  • Private secondary market opportunities

For more information or to register, please click here.

Thursday, February 7, 2019
1:00 p.m. – 2:00 p.m. ET

The U.S. capital markets remain an attractive source of capital for emerging companies in the life sciences sector. Over 21.7% of the 2017 IPOs were life sciences companies. Many of these IPOs were preceded by late stage (or mezzanine) private placements made principally to U.S. institutional investors.

In our session, partners Anna Pinedo and David Bakst will focus on:

  • Financing alternatives for pre-IPO companies;
  • The late-stage (or “cross-over”) private placement market;
  • Considering milestones when planning a financing strategy; and
  • Post-IPO alternatives, including registered direct offerings, PIPE transactions, at the market offerings, and related financing considerations

To register, please click here.

Thursday, December 13, 2018
1:00 p.m. – 2:00 p.m. EDT

Despite market volatility, 2018 has proven to be a strong year for IPOs. Under the right circumstances, an Up-C structure implemented in connection with an IPO has the potential to deliver significant economic and tax benefits to financial sponsors and other selling shareholders.

During this session, Partners Anna T. Pinedo and Remmelt Reigersman will explain:

  • When an “Up-C” structure might be appropriate for an IPO candidate
  • Documenting the arrangements
  • Addressing the tax receivable agreement
  • The benefits to various stakeholders
  • Life as a public company with an up-C structure and how it impacts financial and SEC reporting
  • Undertaking acquisitions using an up-C structure
  • Unwinding an up-C structure

After this session, attendees will:

  • Understand the components of an up-C structure and when to implement
  • Counsel clients on the benefits of an up-C structure
  • Understand the economic and tax benefits to financial sponsors

Intelligize will provide CLE credit. For more information, or to register for this session, please visit the event website.

Tuesday, December 11, 2018
1:30 p.m. – 2:30 p.m. EST

During this webinar, Partner Anna T. Pinedo will provide an overview of the market trends that shaped the year, including an overview of the IPO market and notable trends, follow-on offerings, and other market developments.  In addition, she will discuss a number of the principal areas of focus for the SEC during 2018 that affect issuers, including the following:

  • Disclosure updates and simplification, the final rules and what’s to come;
  • Changes impacting executive compensation, including the Rule 701 amendment, the Concept Release on Rule 701 and Form S-8, and the focus on perk disclosures;
  • Cybersecurity guidance and disclosure and enforcement trends;
  • The amendments to the smaller reporting company definition;
  • Adoption of new accounting standards (revenue recognition and lease accounting); and
  • What to expect in 2019.

LexisNexis will provide CLE credit. For more information, or to register for this session, please visit the event website.

Thursday, December 6, 2018
1:00 p.m. – 2:00 p.m. EST

Any issuer eligible to register its securities on Form S-3 should consider setting up an ATM program in order to maximize its opportunity to raise just-in-time capital. Significant selling stockholders may also benefit from the flexibility of the ATM structure in order to take advantage of market opportunities to sell shares quickly. During this webinar, Counsel Brian D. Hirshberg and Raymond James’ Jeff Fordham will review the basics of ATMs, as well as some of the legal and regulatory considerations.

Topics will include:

  • Form S-3 eligibility for issuers;
  • SEC filing requirements; and
  • ATM offerings for a selling stockholder.

PLI will provide CLE credit. For more information, or to register, please visit the event website.

November 19–20, 2018

Location
PLI New York Center
1177 Avenue of the Americas (2nd Floor)
New York, NY 10036

Partner Anna T. Pinedo will serve as co-chair for this program and will participate in a panel discussion titled, “Investment Banking Basics: Fundamentals of Capital Structures” on Day One of the conference. Topics will include:

  • Common financing alternatives — debt, equity and hybrids;
  • Sources of funding — public and private markets;
  • Liquidity — raising and deploying capital;
  • Finding the Optimal Capital Structure; and
  • Current marketplace developments.

PLI will provide CLE credit. For more information, or to register, please visit the event website.

Wednesday, November 14, 2018
1:00 PM – 2:00 PM Eastern

During this webinar, we will explore the proposed Regulation Best Interest rule and related developments. Topics include:

  • Overview of the proposed regulation;
  • Principal areas of comment;
  • What we can anticipate in terms of timeline and process and what firms can do now;
  • FINRA’s proposed amendments to quantitative suitability; and
  • State fiduciary rules.

Wolters Kluwer will provide CLE credit. For more information, or to register for this session, please visit the event website.

Tuesday, November 13, 2018
1:00 p.m. – 2:00 p.m. EDT

Please join Partner Jerry R. Marlatt and RBC Capital Markets’ Laura Drumm for this webinar as they discuss the covered bond market in the U.S., recent developments for Canadian covered bond issuers and the globalization of the asset class. Topics including:

  • Brief overview of covered bonds
  • Recent issuance activity in the US
  • Recent EU legislative initiatives related to covered bonds and the impact on non-EU issuers
  • Covered bonds vs. TLAC funding for Canadian banks
  • Where is US legislation?

PLI will provide CLE credit. For more information, or to register, please visit the event website.

November 7–9, 2018

Location
The Roosevelt Hotel
45 East 45th Street
New York, NY 10017

Celebrating its 50th anniversary, PLI’s annual Institute on Securities Regulation will bring together the nation’s leading securities and corporate legal experts to deliver practical information, insights and real-word strategies and solutions to the challenges facing you and your clients today.

Partner Anna T. Pinedo will speak on the “Financing Issues Facing Late-Stage Private Companies and Smaller Reporting Companies” panel on day one of the conference. Topics will include:

  • Securities law issues in venture rounds and late-stage financings;
  • Liquidity issues for private companies;
  • Advising the IPO candidate on dual-class stock structure;
  • Public and private financings by smaller reporting companies; and
  • Alternative offering options and reverse mergers.

For more information or to register, please visit the event website.

Thursday, October 25, 2018
12:00 p.m. – 1:00 p.m. EDT

It’s time to get ready for the 2019 proxy and annual reporting season. Please join Mayer Brown Partners Jennifer J. Carlson, Robert F. Gray, Jr., Michael L. Hermsen, Anna T. Pinedo and Counsel Laura D. Richman for a complimentary webinar to discuss issues impacting the upcoming proxy season. Topics will include:

  • Pay ratio disclosure
  • Say-on-pay and other compensation disclosure matters
  • Shareholder proposals
  • Institutional shareholder initiatives
  • Proxy advisory reform initiatives
  • Trends in proxy disclosure
  • Virtual meetings
  • SEC’s cybersecurity guidance
  • Annual report risk factors
  • Disclosure update and simplification amendments
  • Director and officer questionnaires

View our legal update, 2019 Proxy and Annual Reporting Season: Let the Preparations Begin.

For more information, or to register for this complimentary session, please visit the event website.