Corporate Practice: BasicsPlus! (Recorded)

Choice of Entity

Discussion of the basic forms in which businesses are organized and the factors that should be taken into account in choosing the appropriate form of organization for a particular business, including tax treatment

Private Equity and Venture Capital Financing

Analysis of basic legal and strategic issues in connection with venture capital financing and similar private placements, including federal and state securities law

Credit Facilities and Loan Documentation

Introduction to various forms of credit facilities and basics of loan documentation, with a focus on defined terms, covenants, representations, warranties, and events of default

Overview of Registration and Reporting Requirements of the Federal Securities Laws

Explanation of the role of the junior securities lawyer in public company financing and reporting, including using the SEC's integrated disclosure system for registration, periodic reporting, and proxy statements, and practical applications of Rule 144 and Section 16

Mergers and Acquisitions

Discussion of basic considerations in structuring an acquisition; When and why to use a letter of intent; Conducting acquisition due diligence; Overview of an acquisition agreement, including representations, warranties, covenants, conditions, and indemnification provisions

Understanding Capital Structures

Analysis of the basic types of debt and equity securities issued by a corporation and the substantive attributes of each type of security, ways to vary those attributes, and capital structures of certain transactions