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Corporate & Securities

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Recorded on: Nov. 15, 2012

Taken from the Web Program Whistleblowers and the False Claims Act 2012: What You Need to Know Recorded November, 2012 in San Francisco FCA Liability: Enforcement Trends and Limiting Exposure [01:18:18] A. Recent FCA Developments: Legal Trends Impacting Corporate Liability [30 min.] Increased Individual Prosecution and Use of Civil Investigative Demands Expansion of "Implied Certification" Theory of Liability Changes ...

Recorded on: Dec. 10, 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 ...

Recorded on: Jan. 31, 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 ...

Recorded on: Feb. 13, 2013

Taken from the briefing Final FATCA Regulations: What Hedge Funds and Private Equity Funds Need to Knowrecorded 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 ...

Recorded on: Jan. 23, 2013

Taken from the Web Program Taxation of Financial Products and Transactions 2013 Recorded January, 2013 in New York Final Regulations under Section 871(m) [01:02:02] Issues under the proposed regulations Government attorneys’ latest thinking Discussion of final regulations (if released) The purchase price of this segment includes the following article(s) from the Course Handbook available online: Considerations for ...

Recorded on: Jul. 13, 2012

Taken from the briefing Financial Institution Planning and Compliance Under Dodd-Frank: Putting the Pieces Together recorded July, 2012. The Dodd-Frank Act calls on banks to put in place new risk management regimes, conduct stress tests, and submit plans in several areas, including capital, liquidity, resolution planning, and compliance with the Volcker Rule.  The regulators have begun to understand how these requirements relate, ...

Recorded on: Oct. 15, 2012

Taken from the briefing Financial Reporting, Whistle Blowers and Legal Ethics: A Case Study recorded October, 2012. There have been important, and concerning, recent developments creating challenges and liability risks for both inside and outside counsel who advise on financial reporting issues, particularly where a whistle blower claim is made as to fraudulent reports or failed internal controls.  Every lawyer called upon for advice ...

Recorded on: Mar. 26, 2013

Taken from the Web Program How to Read Financial Statements 2013 Recorded March, 2013 in New York Financial Statements in Legal Practice [01:18:31] Practical application of financial statements in the context of financing transactions Restating financial statements: litigation implications and more Regulatory enforcement and shareholder litigation involving financial statements Public vs. private company financial statement ...

Recorded on: Mar. 6, 2013

Taken from the Web Program Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives Recorded March, 2013 in San Francisco Forum Selection Provisions and their Impact on Merger Litigation [01:01:10] More than 300 publicly traded entities, including many well-known firms such as Berkshire Hathaway, Chevron, and Fedex, have adopted intra-corporate forum selection provisions. The validity of these provisions is currently ...

Recorded on: Jul. 26, 2012

Taken from the briefing From False Claims Act to FIRREA: The Government's Expanding Enforcement Arsenal Against Financial Institutions 2012 recorded July, 2012. In its pursuit of financial fraud, the Department of Justice has recently "rediscovered" civil enforcement statutes that have not traditionally been applied in the context of financial fraud, particularly the False Claims Act, FIRREA, and the Fraud Injunction Statute. Listen ...

Recorded on: May. 23, 2012

Taken from the Web Program Basics of Accounting for Lawyers 2012: What Every Practicing Lawyer Needs to Know Recorded May, 2012 in New York GAAP and IFRS, the Accounting Cycle, and GAAS - Why They Are Important [01:34:42] GAAP and IFRS -Overview of US and international fundamental principles of accounting -What it will mean to switch from GAAP to IFRS -Current status of the US move to IFRS The accounting cycle - why you ...

Recorded on: Mar. 15, 2013

Taken from the Web Program Doing Deals 2013: The Art of M&A Transactional Practice Recorded March, 2013 in New York Getting the Deal Started: Preliminary Agreements and the Role of Financial Advisors [01:31:03] Confidentiality agreements The role of financial advisors and fairness opinions Effective auction techniques - from bid instruction to closing The purchase price of this segment includes the following article(s) ...

Recorded on: Feb. 22, 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 ...

Recorded on: Aug. 16, 2012

Taken from the briefing Hello World: The CFPB - One Year Later recorded August, 2012. Among the most significant changes wrought by the 2010 Dodd-Frank Act was the creation of the Bureau of Consumer Financial Protection to protect consumers and regulate financial products offered by the nation’s financial institutions.  A year has passed since the Bureau opened its doors and much has been accomplished by the agency, with ...

Recorded on: Apr. 5, 2013

Taken from the briefing High-Stakes Corporate Compliance: Reducing Risk and Managing Potential Sanctionsrecorded 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 ...

Recorded on: Jun. 20, 2012

Taken from the briefing Hype or Help? How Can Alternative Fee Arrangements Add Demonstrable Value to Your Practice and Your Clients? recorded June 2012. The discussion of AFA's (aka alternative fee arrangements or value-based fees), is no longer a discussion of "alternatives" as much as it is a discussion of "appropriate" fee arrangements: namely, legal pricing and cost models that focus on finding and focusing ...

Recorded on: May. 24, 2012

Taken from the briefing Implications of Political Activity by Your Company, Its Executives and Employees recorded May, 2012. With season underway, many companies are facing questions from their executives and employees regarding participation in political activities, from making corporate or personal contributions to attending political events.  Such activities, even if conducted on personal time, can adversely impact a company, including ...

Recorded on: Feb. 8, 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 ...

Recorded on: Mar. 8, 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. ...

Recorded on: Apr. 2, 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 ...

Recorded on: Jun. 4, 2012

Taken from the briefing IPO Market on the Upswing: The Act and Other Recent Developments recorded June, 2012. The IPO market is on the upswing, with strong deal flow and favorable aftermarket performances.  After a lull in the late summer and early fall of 2011, IPO activity picked up considerably at year-end and has continued into 2012, boosted by continuing economic recovery and relatively stable capital markets.  Then, in early ...

Recorded on: Jan. 9, 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: 01:09:15]  ...

Recorded on: Nov. 19, 2012

Taken from the briefing LIBOR Scandal: Update on Current Litigation and Other Consequences for the Financial Industry (Audio-only) recorded November, 2012. Headlines continue to break as  bid-rigging scandal unfolds, with civil suits and criminal charges quickly following.  A wide range of plaintiffs are attempting to bring class action lawsuits against financial industry participants on this issue.  Significant ...

Recorded on: Jul. 2, 2012

Taken from the Web Program M&A Litigation 2012 Recorded June, 2012 in New York Litigating Over Alleged Process Flaws in M&A Deals [00:59:42] Assessing the Advantages of Special Committees After Southern Peru - What went wrong and why it mattered - What sort of authority does a special committee need? - Do the litigation advantages outweigh the transactional costs? Litigating in the wake Del Monte - Appropriate ...

Recorded on: Nov. 27, 2012

Taken from the briefing London Investment Company Act Equity Procedures 2012 recorded November, 2012. The Forum for U.S.  in London () has recently launched the London Equity Procedures 2012 (the “Procedures”), which include a menu of procedures and considerations to be used by issuers in the London market taking advantage of the Section 3(c)(7) exemption under  Act of 1940 for equity securities.  ...