TheCorporateCounsel.net

Brink Dickerson of Troutman Sanders was wondering about how practices have evolved – or eroded – for bolstering the “due diligence” defense available to directors under Section 11(b)(3) of the 1933 Act. It seems that less attention is being given to this topic over time. It doesn’t seem all that long ago when the filing of a registration statement was almost universally preceded by a lengthy board call in which counsel would lead the board through the registration statement – and the work that had been done – to assure that it was accurate. Here’s a survey about what current practice is…

Webcast: “M&A Research – Nuts & Bolts”

Tune in tomorrow for the DealLawyers.com webcast – “M&A Research: Nuts & Bolts” – to hear Cooley’s Mutya Harsch; Wachtell Lipton’s Susan Hesse; White & Case’s Dan Kessler; Foley & Lardner’s Ben Rikkers and Fredrikson & Byron’s Jamie Snelson explain how to quickly analyze potential deals and their related documents, which can be more of an art than a science. Here’s the agenda:

1. M&A Research Nuts & Bolts: Getting Started
– Deal sheet (summary of basic info: working group, deal parameters, timing goals, billing arrangements)
– Due diligence/research/memos
– Identifying precedent deals (similar structure/issues, reflecting client preferences)
– Drafting
– Execution – checklists
– Closing – post-closing matters

2. Having the Infrastructure
– Knowledge management
– Central location for knowledge sharing; using technology; improving efficiency
– M&A group infrastructure

3. What External Resources Exist
– Basic due diligence tools
– Deal points studies
– Deal databases
– Specific resources

4. Staying Up-to-Date
– Internal communications
– Conferences
– External sources
– Law firm memos
– Close coordination with other groups in the firm

Corp Fin: 9 New CDIs for Form ABS-EE Filings

Last week, Corp Fin issued these 9 CDIs for asset-backed issuers filing Form ABS-EE filings. In addition, Corp Fin posted this note about the opportunity for asset-backed issuers to make test filings for Form ABS-EE…

Our May Eminders is Posted!

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– Broc Romanek