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This Year

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Corporate & Securities

Released on: Feb. 7, 2013

Taken from the briefing 10b5-1 Trading Plans and Insider Trading Under the Spotlight: Key Issues Companies and Executives Must Consider recorded January, 2013. A recent front page article in the Wall Street Journal entitled “Executives’ Good Luck in Trading Own Stock” reported that, based on the review of thousands of trades by corporate insiders, many executives appear to have done suspiciously well buying and selling their companies’ ...

Released on: Feb. 19, 2013

Taken from the briefing Affordable Care Act: Compliance Program Considerations for Health Care Providers recorded February, 2013. Compliance efforts are heating up under the Affordable Care Act (ACA).  Enforcement activities at both the state and federal level are on the rise making compliance programs and plans for the health care industry a must.  Under the ACA, mandatory plans will be required for certain providers by March 23, 2013.  ...

Released on: Feb. 6, 2013

Taken from the briefing Art of the Deal 2.0 - Web 2.0 Issues in Technology Acquisitions recorded January, 2013. Web 2.0 has introduced a new breed of assets to the 21st century.  M&A lawyers who once sold plant and equipment, then trademarks, copyrights, and patents, now need to be expert in the acquisition of these elusive assets.  Yet practice in this area has yet to adapt to Friends, Channels, and App Ratings.  This briefing ...

Released on: May. 8, 2013

Taken from the briefing Choices of Law in Acquisitions Agreements: U.S. vs. U.K. recorded April, 2013.What are the key differences between U.K. and U.S. law with respect to acquisition agreements? These days the M&A community is ever more focused on this question, as these differences are becoming of increasing commercial and strategic importance in sale processes, particularly auction sales where seller often gets to select the governing law. ...

Released on: May. 30, 2013

Taken from the briefing Crisis Management - A View from Inside and Outside the U.S. recorded May, 2013.Crises are unpredictable but not unmanageable. In recent years, we've seen numerous corporate crises in the headlines, some of which have caused significant damage to companies, and highlighted the critical role of the general counsel as crisis manager. Although a corporate crisis can be a turning point for any company, it does not need to end badly. ...

Released on: Apr. 22, 2013

Taken from the briefing Cybercrime: A Multi-Faceted Legal Challenge recorded April, 2013.Every day, more and more of our lives and our business is conducted online. It should come as no surprise, therefore, that savvy criminals are increasingly looking to the digital world as well. Each day brings new headlines about the growing threats posed by cybercriminals, ranging from thefts of personal information and intellectual property, to disruptive denial ...

Released on: Apr. 3, 2013

Taken from the briefing Defending Corporations and Executives in Congressional Investigations 2013 recorded March, 2013. Congressional investigations, in which corporate executives are called to account by Congress in televised hearings, have long been a fixture of American politics. And they often exact a steep price for individual corporate executives and the companies they represent. Yet few corporations are as prepared to handle congressional ...

Released on: Mar. 12, 2013

Taken from the briefing Doing Business in Russia recorded February, 2013. As one of the world’s most important and growing economies, Russia continues to be a significant destination for global investment. Russia is a country rich in natural resources that has a highly-skilled and well-educated work force. Over the past decade, the Russian economy has demonstrated growth at rates exceeding most developed countries, doubling disposable ...

Released on: Feb. 11, 2013

Taken from the briefing Empty Voting and the TELUS Experience recorded January, 2013. Empty voting has enormous corporate governance implications.  We rely on the fact that shareholders will vote rationally, in their own economic interest in the issuer.  If the shares are voted at a shareholder meeting by persons who do not have commensurate economic exposure to the company (in other words, if the shares and the economic interest associated ...

Released on: Mar. 13, 2013

Taken from the briefing ERISA Controlled Group Liability for Private Equity Funds: Fully Covered or Over Exposed? recorded February, 2013. The presentation will focus on the court and administrative decisions addressing whether ERISA's controlled group liability provisions expose investment fund assets (including minority investments) to the pension plan liabilities of distressed portfolio companies. Lecture Topics [Total Time: 01:02:55]  ...

Released on: Apr. 2, 2013

Taken from the briefing Europe for Sale? European M&A Opportunities and Challenges in 2013 recorded March, 2013. Against a backdrop of economic and political uncertainty, the European capital markets are undoubtedly in turmoil. Valuations of many European companies have slipped and several companies are seeking to divest non-core businesses and operations to improve their balance sheets. In addition, some European companies are nearing the ...

Released on: Feb. 12, 2013

Taken from the briefing FERC: Policing the Physical Energy Markets recorded January, 2013. The Federal Energy Regulatory Commission (FERC) became an enforcement agency in 2005 when Congress enacted the Energy Policy Act, which authorized the agency, inter alia, to impose million-dollar a day penalties and police against manipulation of the physical electric energy and natural gas markets.  FERC implemented this authority by issuing policy ...

Released on: Feb. 28, 2013

Taken from the briefing Final FATCA Regulations: What Hedge Funds and Private Equity Funds Need to Know recorded February, 2013. The FATCA regime represents the IRS’s far-reaching effort to require “foreign financial institutions,” including offshore investment vehicles, to assist it in enforcing the US tax obligations of US persons. The lengthy final FATCA regulations were published on January 17, 2013. The FATCA regime will ...

Released on: May. 6, 2013

Taken from the briefing Financial Firms as ERISA Plan Sponsors - The When, What and How of the QPAM Audit Requirement recorded April, 2013.Starting in 2012 when a Department of Labor amendment of the Qualified Professional Asset Manager (“QPAM”) prohibited transaction class exemption became effective, a new requirement was imposed on financial firms when managing assets of ERISA plans they maintain for their own employees. These firms now must undergo ...

Released on: Jan. 4, 2013

Taken from the briefing FCPA Due Diligence in Cross-Border Transactions recorded December, 2012. On November 14, 2012, the Department of Justice (DOJ) and Securities and Exchange Commission (SEC) released their much-anticipated Resource Guide to the Foreign Corrupt Practices Act, a self-described “unprecedented undertaking … to provide the public with detailed information about our FCPA enforcement approach and priorities.”  ...

Released on: Mar. 7, 2013

Taken from the briefing Health Care Reform: An Employer's Essential Guide recorded February, 2013. Guidance on health care reform is coming in fast and from all angles.  The departments of Health and Human Services, Treasury and Labor have recently been releasing proposed rules in droves, with much more to come on the horizon.  Employers must already contend with several of the new rules, and other looming requirements will become effective ...

Released on: Apr. 18, 2013

Taken from the briefing High-Stakes Corporate Compliance: Reducing Risk and Managing Potential Sanctions recorded April, 2013.The past few years have seen significant increases in compliance-related investigations, suspensions and debarments, and other actions by government agencies, regulators, and law enforcement. Many government enforcement actions focus on perceived weaknesses in corporate ethical culture, and require the appointment of independent ...

Released on: Feb. 21, 2013

Taken from the briefing International Banking, Part I: The Federal Reserve's Proposed Prudential Regulations for Foreign Banks recorded February, 2013. On December 14, 2012, the Federal Reserve proposed significant new regulations affecting the operations of foreign banks in the United States. The proposals are designed to implement the enhanced prudential regulation and early remediation requirements of Dodd-Frank Act sections 165 and 166. Lecture ...

Released on: Mar. 22, 2013

Taken from the briefing International Banking, Part II: Foreign Banks Accessing the U.S. Markets recorded March, 2013. Foreign banks are increasingly seeking to diversify their financing opportunities.  With careful planning, banks can access U.S. investors without subjecting themselves to the securities registration requirements applicable to public offerings and to ongoing disclosure and governance requirements applicable to U.S. reporting ...

Released on: Apr. 4, 2013

Taken from the briefing International Banking, Part III: SEC Registration for Foreign Banks recorded March, 2013. Foreign banks seeking to diversify their financing opportunities may consider SEC registration. This briefing will focus on the registration process; disclosure considerations for financial institutions; and compliance, governance and ongoing reporting. Lecture Topics  [Total Time: 01:05:06] The registration process and ...

Released on: Apr. 16, 2013

Taken from the briefing International Banking, Part IV: Foreign Banks Issuing Covered Bonds into the U.S. recorded March, 2013.Despite the sovereign crisis and heightened volatility, the covered bond market remains very attractive.  Foreign banks continue to access the U.S. markets with covered bond offerings.  We will discuss the market environment, the legal and regulatory considerations, and the process for an exempt offering by a foreign ...

Released on: Jan. 23, 2013

Taken from the briefing JOBS Act: Growing Momentum recorded January, 2013. Since enactment of the JOBS Act in April 2012, the Staff of the Securities & Exchange Commission has published many of the required studies and released significant guidance concerning many of the JOBS Act provisions. Market practice continues to evolve in relation to emerging growth company IPOs. Lecture Topics  [Total Time: 01:08:36] Overview of ...

Released on: Feb. 14, 2013

Taken from the briefing Key Elements of Effective Remediation: An Insider's View 2013 recorded January, 2013. The SEC and DOJ place a “high premium” on effective remediation in deciding whether to prosecute or demand a monitor.  Remediation done poorly, or worse, not at all exposes the organization to enhanced penalties, difficult audit processes and recurring financial loss.  And it is not just the organization that suffers.  ...

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 ...

Released on: Mar. 26, 2013

Taken from the briefing Navigating the Requirements for Derivatives Trading: Title VII of Dodd-Frank recorded March, 2013. Now that the rulemaking relating to Title VII of the Dodd-Frank Act has been nearly finalized, market participants are preparing themselves to function in a very different derivatives market.  Title VII imposes a comprehensive regulatory framework for derivatives, and requires both end-users and dealers to adopt new compliance ...