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Corporate & Securities

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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: Aug. 21, 2013

Taken from the briefing Basel III: Complying with the New Rules recorded August, 2013.The federal banking agencies have just adopted comprehensive regulatory capital rules that will  implement Basel III in the U.S.  In turn, it is time for banking organizations to understand the new rules and bring themselves into compliance with them by the beginning of 2015 (2014, for the largest banking organizations).  The new rules make important ...

Released on: Jun. 13, 2013

Taken from the briefing Basel III and Derivatives Exposures: Understanding the Regulatory Capital Effects recorded May, 2013.The implementation of Basel III in the U.S. and in other jurisdictions may or may not be just around the corner, but it is none too soon for banking organizations to embark on the process of understanding how the evolving regulatory capital regime will affect their balance sheets and operations. One key area of impact will ...

Released on: Dec. 18, 2012

Taken from the briefing Basics of Export Controls 2012 recorded December, 2012. U.S. and multinational corporations are increasingly affected by the range of U.S. laws and regulations governing international trade. The Commerce Department's Bureau of Industry and Security (BIS), the State Department's Directorate of Defense Trade Controls (DDTC), and the Treasury Department's Office of Foreign Assets Control (OFAC) each plays an important ...

Released on: Oct. 2, 2013

Taken from the briefing Basics of the Federal Election Campaign Act 2013 recorded September, 2013.In just one hour, this briefing will provide you with a summary of federal candidate and PAC campaign law, as regulated by the Federal Election Campaign Act and administered by the Federal Election Commission’s Regulations and Disclosure Rules.Lecture Topics  [Total Time: 01:06:18] Contribution definitions, limits, and prohibitions Expenditures ...

Released on: Sep. 25, 2013

Taken from the briefing CFPB's Responsible Business Conduct: Scope and Application recorded September, 2013. Over the summer, the Consumer Financial Protection Bureau issued important new guidance on the factors it will consider in exercising its enforcement discretion.  CFPB Bulletin 2013-06,  Responsible Business Conduct:  Self-Policing, Self-Reporting, Remediation, and Cooperation provides details on the four factors used to ...

Released on: Aug. 1, 2013

Taken from the briefing Chinese Investment and U.S. National Security Reviews -- in 3D [Three Different Perspectives] recorded July, 2013.The Committee on Foreign Investment in the United States (CFIUS) is an interagency committee that conducts national security reviews of in-bound foreign investments.  Deals not approved by CFIUS can face significant risks, including the risk that the deal may be blocked before closing or even the risk ...

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: Jul. 8, 2013

Taken from the briefing Considerations for End-Users of Derivatives recorded June, 2013.Derivatives market participants are becoming subject to a series of regulatory requirements related to clearing, trade reporting, and record-keeping. Even occasional corporate end-users of derivatives will have to prepare to comply with certain of these new obligations.In this Briefing, James Schwartz and Anna T. Pinedo of Morrison & Foerster LLP, and Matthew ...

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: Sep. 24, 2013

Taken from the briefing Delaware's Corporation and Alternative Entity Laws: 2013 Amendments You Must Know About recorded September, 2013.The Delaware General Corporation Law and Delaware’s alternative entity statutes are amended periodically to keep them current and maintain their preeminence.  This year is no exception.  Numerous amendments have been enacted in 2013.  The amendments are relevant to lawyers with transactional ...

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: Dec. 12, 2012

Taken from the briefing Doing Business in the Middle East 2012 recorded November, 2012. The Middle East has been a cross roads between the East and West for thousands of years. Despite its turbulent politics, it continues to be a place of opportunity, which is predicted to outperform Europe and the US in the near term. This Briefing will provide a general introduction to doing business in the Middle East, review its legal system, and discuss ...

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: Aug. 15, 2013

Taken from the briefing FCPA Compliance in Latin America recorded August, 2013.It is old news that the U.S. government is aggressively enforcing the Foreign Corrupt Practices Act, the U.S. law that prohibits bribery of foreign public officials. Particularly over the last decade, the U.S. Justice Department and Securities & Exchange Commission have been hitting wrongdoers with significant monetary penalties and, in the case of individuals, prison ...

Released on: Dec. 26, 2012

Taken from the briefing FCPA Due Diligence in Cross-Border Transactions recorded December, 2012. With stricter enforcement of the FCPA and the increase in cross-border acquisitions and multinational strategic alliances, companies are increasingly finding that due diligence takes on a whole new level of importance. Business practices vary from market to market, but acquirors need to be prepared for the challenges that they may face in evaluating ...

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 ...