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False Claims Act: 2014 Year in Review

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From the program: False Claims Act: 2014 Year in Review

Released on: Feb. 25, 2015

Taken from the Web Program False Claims Act: 2014 Year in Review recorded February, 2015 in New York. The False Claims Act (“FCA”) continued to be a significant focus of government and whistleblower activity in 2014. The U.S. Department of Justice reported another record-breaking year of recoveries – more than $5.6 billion in settlements and judgments from cases arising under the FCA in the fiscal year ending September 30, 2014. ...

Financial Due Diligence and the Specter of Fraud in the Private M&A Context 2014 (Audio-only)

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Released on: Oct. 7, 2014

Taken from the briefing Financial Due Diligence and the Specter of Fraud in the Private M&A Context 2014 recorded September, 2014.In the context of private M&A transactions, where do the boundaries exist between proper negotiation and fraudulent conduct? A buyer may believe that the seller has a duty to disclose negative facts about the company, while the seller may believe that the buyer has the responsibility to ask the right questions and ...

Food Marketing Law: Hot Topics

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From the program: Food Marketing Law: Hot Topics

Released on: Feb. 12, 2015

Taken from the Web Program Food Marketing Law: Hot Topics recorded January, 2015 in New York. Along with the rise in consumer interest in healthier foods is increasing legal risk for food companies. This Briefing will describe the latest regulatory actions, along with emerging legal pitfalls that food businesses, big and small, need to be advised of. Lauren Handel and Michele Simon, two experienced food and farming lawyers from Foscolo & Handel ...

Fundamentals of Delaware Limited Liability Companies

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From the program: Fundamentals of Delaware Limited Liability Companies

Released on: May. 18, 2015

Taken from the briefing Fundamentals of Delaware Limited Liability Companies recorded May, 2015 in New York. During little more than two decades, the Delaware limited liability company (LLC) has become one of the most commonly used forms of business entity. The great flexibility offered by the Delaware LLC Act enables parties to form entities tailored precisely to their needs, avoiding entity-level income tax yet shielding owners from entity-level ...

Getting the Engagement Letter Right

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From the program: Getting the Engagement Letter Right

Released on: Oct. 28, 2014

Taken from the briefing Getting the Engagement Letter Right recorded October, 2014 in New York. When risk managers audit a law practice for legal malpractice risk, they often look first to see if every file contains an executed engagement letter, retainer letter, or fee contract. These documents are some of the most reliable indicators of whether a law practice has systems in place to effectively reduce the risks of malpractice claims in a modern-day ...

Hot Potatoes! Update on Handling Underfunded ERISA Pensions

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From the program: Hot Potatoes! Update on Handling Underfunded ERISA Pensions

Released on: Dec. 31, 2014

Taken from the briefing Hot Potatoes! Update on Handling Underfunded ERISA Pensions recorded December, 2014 in New York. For many employers, ERISA pension underfunding can be hard to live with:  Congress recently gave plan sponsors a cash flow break by relaxing the rules on required funding contributions -- but those interest-bearing liabilities are still there, grinding away.  Meanwhile, the federal pension guarantor, PBGC, often ...

Import Practice 101

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From the program: Import Practice 101

Released on: Jun. 25, 2015

Taken from the Web Program Import Practice 101 recorded June, 2015 in New York. In 2014, goods and services valued at nearly $3 trillion were imported into the United States, the majority of which was commercial goods. Importing commercial goods involves complying with the many complex laws and regulations administered by U.S. Customs and Border Protection. Customs law is a highly specialized area in which customs brokers, accountants, and customs ...

Integrating Human Rights Compliance into Corporate Strategy and Operations: The Role of Lawyers

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From the program: Integrating Human Rights Compliance into Corporate Strategy and Operations: The Role of Lawyers

Released on: Feb. 11, 2015

Taken from the Web Program Integrating Human Rights Compliance into Corporate Strategy and Operations: The Role of Lawyers recorded January, 2015 in New York. Global policy and law increasingly require companies to identify and address their human rights impacts. By doing so, companies not only avoid adverse human rights impacts to individuals and communities, but also can avoid substantial business risks. These include: legal liability under transnational ...

International Sanctions Law -- Russia, Cuba and Iran -- Recent Developments

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From the program: International Sanctions Law -- Russia, Cuba and Iran -- Recent Developments

Released on: Apr. 15, 2015

Taken from the Web Program International Sanctions Law -- Russia, Cuba and Iran -- Recent Developments recorded March, 2015 in New York. With rapid-fire developments occurring on the international scene, sanctions laws have been quickly developing. Beginning with the Russian incursion into Ukraine a year ago, a new variety of sanctions laws – sectoral sanctions – have been developed in the United States against Russia. In January 2015, ...

Investigating and Litigating Fraud Issues Post-Merger

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From the program: Investigating and Litigating Fraud Issues Post-Merger

Released on: Jun. 24, 2015

Taken from the briefing Investigating and Litigating Fraud Issues Post-Merger recorded June, 2015 in New York. Dashed buyer expectations in the post-merger context can often lead to litigation. What are the remedies available to a financial or strategic buyer who believes that fraud may have impacted a stock purchase or asset sale? One available option for buyers is to conduct a post-merger investigation into whether fraud exists with respect ...

Life Sciences Acquisitions and Divestitures: Special Considerations

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From the program: Life Sciences Acquisitions and Divestitures: Special Considerations

Released on: Apr. 23, 2015

Taken from the briefing Life Sciences Acquisitions and Divestitures: Special Considerations recorded April, 2015 in New York. Whether you are acquiring a company or its assets or divesting a portion of your business, if you are involved in mergers and acquisitions relating to pharmaceutical products, biologics, medical devices, diagnostics or similar assets, it is important to understand the products, their regulatory environment, the ...

Life Sciences M&A: You are Not Buying Widgets - Special Considerations that You Need to Know to Buy and Sell Life Sciences Companies or Assets 2013 (Audio-only)

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Released on: Mar. 27, 2013

Taken from the briefing Life Sciences M&A: You are Not Buying Widgets - Special Considerations that You Need to Know to Buy and Sell Life Sciences Companies or Assets recorded March, 2013. Handling an acquisition or divestiture deal involving pharmaceutical products, biologics, medical devices, diagnostics or the like can be challenging. These deals often involve critical intellectual property and complex regulatory assets and/or third party ...

Modifying and Eliminating Fiduciary Duties in Alternative Entities -- How Far Can You Go?

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From the program: Modifying and Eliminating Fiduciary Duties in Alternative Entities -- How Far Can You Go?

Released on: Dec. 29, 2014

Taken from the Web Program Modifying and Eliminating Fiduciary Duties in Alternative Entities -- How Far Can You Go? recorded December, 2014 in New York. Alternatives to the traditional corporate form, such as limited liability companies and limited partnerships, may appeal to investors for a variety of reasons. One reason is the flexibility of these entities. In this briefing we discuss one aspect of this flexibility: the ability to contractually ...

Navigating the U.S. Criminal Law Maze in the Corporate Deal

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Released on: Oct. 29, 2014

Taken from the briefing Navigating the U.S. Criminal Law Maze in the Corporate Deal recorded October, 2014. There has been a surge in global M&A and financing activity, with no end in sight. At the same time, U.S. and foreign prosecutors continue aggressively to investigate corporations for an array of potential crimes rooted in national security concerns, ranging from domestic and foreign bribery to sanctions, export controls and money ...

New York's Amendments to UCC Articles 1,7 and 9

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From the program: New York's Amendments to UCC Articles 1,7 and 9

Released on: Jan. 22, 2015

Taken from the briefing New York's Amendments to UCC Articles 1,7 and 9 recorded January, 2015 in New York. This briefing will focus on New York's newly enacted amendments to Articles 1, 7 and 9, with special attention to the provisions which differ from those in the model amendments. Lawrence Safran, partner at Latham & Watkins, LLP, and Janet M. Nadile, counsel at Simpson, Thacher & Bartlett LLP, are the former and current chairs of the ...

NY Nonprofit Revitalization Act: Recent Developments and Compliance Strategies

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From the program: NY Nonprofit Revitalization Act: Recent Developments and Compliance Strategies

Released on: Aug. 13, 2015

Taken from the briefing NY Nonprofit Revitalization Act:  Recent Developments and Compliance Strategies recorded July, 2015 in New York. The New York Non-Profit Revitalization Act, which imposes significant new governance obligations on nonprofit organizations, has been in effect for a year. Lecture Topics [01:04:50] Laura Abel, Senior Policy Counsel at Lawyers Alliance for New York, and Karin Kunstler Goldman, Deputy Bureau Chief, ...

OFCCP Audits and the New Scheduling Letter

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From the program: OFCCP Audits and the New Scheduling Letter

Released on: Jun. 18, 2015

Taken from the briefing OFCCP Audits and the New Scheduling Letter recorded June, 2015 in New York. In late 2014, OFCCP issued a new, expanded and more detailed form of scheduling letter. Virtually every OFCCP audit includes both a detailed review of a contractor's affirmative action plan and program, as well as an in-depth review of a contractor's hiring, promotion, termination, and pay practices. Under the Obama Administration, and at the ...

OFCCP Compensation Discrimination: Navigating Directive 307and Item 19 of OFCCP's Itemized Listing

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From the program: OFCCP Compensation Discrimination: Navigating Directive 307and Item 19 of OFCCP's Itemized Listing

Released on: Jul. 30, 2015

Taken from the briefing OFCCP Compensation Discrimination: Navigating Directive 307 and Item 19 of OFCCP's Itemized Listing recorded July, 2015 in New York. Perhaps more than any other issue, equal pay bias remains at the top of OFCCP’s regulatory and enforcement agenda. On February 28, 2013, OFCCP released its new compensation directive (“Directive 307”), which significantly expands OFCCP’s approach to analyzing a ...

Private Fund Sales and Marketing: A Conversation with Senior Staff from the SEC Division of Trading and Markets 2013 (Audio-only)

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Released on: Oct. 10, 2013

Taken from the briefing Private Fund Sales and Marketing: A Conversation with Senior Staff from the SEC Division of Trading and Markets recorded September, 2013. David Blass, Chief Counsel of the SEC’s Division of Trading and Markets at the SEC, gave a speech in April 2013 before a group of lawyers at the American Bar Association about potential broker-dealer issues that may arise when private funds use internal marketing and sales teams or external ...

Private Placement Related Developments

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From the program: Private Placement Related Developments

Released on: Feb. 19, 2015

Taken from the briefing Private Placement Related Developments recorded February, 2015 in New York. During this session we will provide a brief update of how the world of private offerings has changed following the JOBS Act. Please listen to Anna T. Pinedo of Morrison & Foerster LLP and Tymour A. Okasha of Bank of America Merrill Lynch. Lecture Topics [01:03:15] Complying with the bad actor rule; Documentation changes to ...

Proxy Access Proposals in the 2015 Proxy Season

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From the program: Proxy Access Proposals in the 2015 Proxy Season

Released on: Jun. 17, 2015

Taken from the briefing Proxy Access Proposals in the 2015 Proxy Season recorded June, 2015 in New York. Shareholder proposals seeking proxy access – a mechanism by which shareholders meeting certain shareholding requirements can nominate directors and have their nominees included in the company’s proxy materials – have been increasingly popular this proxy season. While in 2013 and 2014, just over a dozen proxy access shareholder ...

Real Estate Purchase and Sale Agreements: Due Diligence, Documentation and Key Issues

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From the program: Real Estate Purchase and Sale Agreements: Due Diligence, Documentation and Key Issues

Released on: Apr. 16, 2015

Taken from the briefing Real Estate Purchase and Sale Agreements: Due Diligence, Documentation and Key Issues recorded April, 2015 in New York. Because many of the issues one encounters when structuring, diligencing, and negotiating purchase and sale transactions are common to other areas of real estate law, understanding purchase and sale transactions is fundamental to the practice of real estate law and is essential to the success ...

Reps & Warranties Insurance: No Longer Optional

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From the program: Reps & Warranties Insurance: No Longer Optional

Released on: Jul. 1, 2015

Taken from the Web Program Reps & Warranties Insurance: No Longer Optional recorded June, 2015 in New York. Representations and warranties insurance has become increasingly popular among buyers and sellers as a form of added protection in structuring transactions and as a mechanism for getting deals done. The increased familiarity of the M&A market with transactional risk insurance coupled with the more fulsome coverage are just two factors ...

Responding to the Activist Playbook

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From the program: Responding to the Activist Playbook

Released on: Jul. 6, 2015

Taken from the briefing Responding to the Activist Playbook recorded June, 2015 in New York. Shareholder activism is widespread, but recent board and management victories over activists (like DuPont’s successful defense of an activist attack by Trian) suggest there is a path for companies to defend proxy fights against activists. A successful defense includes several elements, some of which need to be implemented before an activist even ...

SEC's Conflict Minerals Rules: What We Learned from 2013 and What Happens Next

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From the program: SEC's Conflict Minerals Rules: What We Learned from 2013 and What Happens Next

Released on: Nov. 7, 2014

Taken from the Web Program SEC's Conflict Minerals Rules: What We Learned from 2013 and What Happens Next recorded October, 2014 in New York. Over 1,300 companies filed Securities and Exchange Commission (SEC) Form SDs and, in most cases, Conflict Mineral Reports (CMR) for 2013. The SEC's Conflict Minerals Rule left unanswered many of the filing details and challenges that issuers dealt with up until the end. In addition, late-breaking developments ...

Featured Faculty/Authors
Clifford E. Kirsch

Clifford E. Kirsch ~ Sutherland Asbill & Brennan LLP

Tanya E. M. Wong

Tanya E. M. Wong ~ Director of Government Benefits, Legal Services NYC - Legal Support Unit

Kenneth N. Nigon

Kenneth N. Nigon ~ RatnerPrestia