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A. Special Circumstances: M&A & Bankruptcy; B. Counseling Boards and Companies and How to Know the Difference

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Recorded on: Apr. 20, 2011

LINDA E. RAPPAPORT: Hello everybody. We're going to get started again. I think Mark is on his way back. So it's my great pleasure to introduce our next panelists. Assuming I can find their resumes here. To my immediate right is Jeannemarie O'Brien, who is a leader of the Executive Compensation practice at Wachtell Lipton, and will be addressing us in the area of M&A developments for Executive Compensation, which will be terrific. And then, for ...

A. Structuring and Negotiating Earn-Outs B. Ethics in Negotiating and Documenting Transactions C. Fiduciary Duties of Directors and Majority Shareholders

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Recorded on: Jun. 12, 2013

DAVID POLLAK: OK, it's 3:15. We're ready for our last segment, which we will talk about earnouts, a little bit on ethics, and then fiduciary duties of directors and majority shareholders. So beginning with earnouts, we have for Catherine Dargan here to my left, who's co-chair of the M&A practice group at Covington. She's located in DC. And, Catherine, it's all yours for the next 30 minutes or so. CATHERINE DARGAN: OK, great. Thank you and thanks ...

A. Structuring and Negotiating Earn-Outs B. Ethics in Negotiating and Documenting Transactions C. Fiduciary Duties of Directors and Majority Shareholders

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Recorded on: Jun. 13, 2013

Taken from the Web Program Acquiring or Selling the Privately Held Company 2013 Recorded June, 2013 in New YorkA. Structuring and Negotiating Earn-Outs B. Ethics in Negotiating and Documenting Transactions C. Fiduciary Duties of Directors and Majority Shareholders [01:47:29] A. Structuring and Negotiating Earn-Outs [30 minutes]The problems that arise in the context of structuring and drafting contingent consideration, or earn-out, arrangements in ...

Acquiring Assets from the Debtor Estate, IP Issues, Corporate Governance and Bankruptcy Ethics

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Recorded on: Apr. 20, 2011

JOSEPH SAMET: Welcome back. In Volume Two of our book, there are two articles on the duties of officers and directors, one starting at page 485 and Jane's article starting at page 501. Everything you want to know about officers and directors, duties, liabilities, and theories is in there. But we'll amplify and give you more of a sense of that and what the trends are. After spending some time on officer, director, liability, fiduciary duties, we'll ...

Advanced Compliance and Ethics Workshop 2013 -- Enhancing Helpline and Reporting Procedures and Conducting Investigations

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From the program: Advanced Compliance and Ethics Workshop 2013

Recorded on: Nov. 19, 2013

Taken from the Web Program Advanced Compliance and Ethics Workshop 2013 recorded November, 2013 in San Francisco.Lecture Topic  [01:00:20]Enhancing Helpline and Reporting Procedures and Conducting Investigations  [01:00:20] Helpline and investigation protocols Communicating with employees about helplines and investigations Responding to Dodd-Frank’s whistleblower provisions Best practices in handling investigations Legal and ethical ...

Advanced Licensing Agreements 2014 -- Ethical Considerations in Licensing

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From the program: Advanced Licensing Agreements 2014

Recorded on: Feb. 4, 2014

Taken from the Web Program Advanced Licensing Agreements 2014 recorded January, 2014 in San Francisco.Lecture Topics  [00:53:35]Ethical Considerations in Licensing  [00:53:35] Drafting in anticipation/avoidance of litigation What happens when a friendly deal turns litigious Deceit and candor Cross-border transactions Communications with adverse partiesThe purchase price of this segment includes the following article from ...

Advanced Patent Licensing 2013: How to Make Money Without Getting Sued

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From the program: Advanced Patent Licensing 2013: How to Make Money Without Getting Sued

Released on: Nov. 8, 2013

In the current economy, the heat is on to monetize patent portfolios. Thus, understanding patent transactions has never been more important. Experts in patent licensing will tell you how to get the most money from patent licensing, how to negotiate patent license agreements, and discuss “The Good, The Bad and The Ugly” examples from actual patent license agreements. The program will emphasize practical tips for structuring, negotiating and drafting ...

Advanced Swaps & Other Derivatives 2013 -- Derivatives and Professional Responsibility

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From the program: Advanced Swaps & Other Derivatives 2013

Recorded on: Oct. 23, 2013

Taken from the Web Program Advanced Swaps & Other Derivatives 2013 recorded October, 2013 in New York.Lecture Topics  [01:02:00]Derivatives and Professional Responsibility  [01:02:00] Representing an organization SEC Rule of Professional Responsibility for Issuer’s Counsel Reporting wrongdoing up the ladder within an organization Reporting a client’s fraud to regulators Lawyer’s role in complex structured finance transactions ...

Antitrust Counseling & Compliance 2013 -- Ethics and Compliance

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From the program: Antitrust Counseling & Compliance 2013

Recorded on: Nov. 4, 2013

Taken from the Web Program Antitrust Counseling & Compliance 2013 recorded November, 2013 in New York.Lecture Topics  [00:57:39]Ethics and Compliance  [00:57:39] Using a fun, interactive method, learn how to avoid ethical problems that recur in the antitrust arena, including those that relate to document preservation obligations in investigations and litigation, duties to employees, conflicts of interest, and practice before the ...

Antitrust Institute 2013: Developments & Hot Topics -- Corporate Compliance and Ethics

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From the program: Antitrust Institute 2013: Developments & Hot Topics

Recorded on: May. 9, 2013

Taken from the Web Program Antitrust Institute 2013: Developments & Hot Topics recorded May, 2013 in New York.Lecture Topics  [01:01:45]Corporate Compliance and Ethics  [01:01:45] Designing an effective compliance program Sentencing Commission Guidelines Attorney-client privilege including Akzo-Nobel Monitoring, auditing and reporting mechanisms Conflicts of interest The purchase price of this segment includes the following ...

Asset Based Financing Strategies 2014 -- Ethics in Asset Based Lending

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From the program: Asset Based Financing Strategies 2014

Recorded on: Mar. 4, 2014

Taken from the Web Program Asset Based Financing Strategies 2014 recorded February, 2014 in New York.Lecture Topics  [00:59:07]Ethics in Asset Based Lending  [00:59:07] Concurrent representations Successive representations Multi-lender transactions Ethics in negotiations The purchase price of this segment includes the following article from the Course Handbook available online: Selected Ethical Issues in Asset-Based Financing ...

Attorneys and Social Media

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Recorded on: Mar. 19, 2013

RICHARD RAYSMAN: OK, we're back. And we're back online, as well. Our next topic is attorneys and social media. And there are just two speakers-- myself and Ignatius Grande, who is to my right, your left, who's a senior e-discovery attorney and director of the practice support at Hughes Hubbard & Reed. In his role, at Hughes Hubbard, Ignatius develops and implements strategies to ensure that the firm's clients receive the highest quality of litigation ...

Ethics in Social Media 2014

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From the program: Ethics in Social Media 2014

Released on: Mar. 31, 2014

Ethics permeates all areas of today's legal practice.  Risks to attorneys have increased dramatically with fines, censure and disbarment.  With the proliferation of social media, what types of personal information are companies permitted to access without the consent of their employees or applicants?  How is privacy and security addressed?  How do Mobile Apps change the landscape?  How does privilege apply to emails?  ...

Audit Committee Workshop 2013 -- Ethical Challenges for Audit Committees and Their Advisors: Look Outthe SEC and DOJ are Watching

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From the program: Audit Committee Workshop 2013

Recorded on: Jun. 24, 2013

Taken from the Web Program Audit Committee Workshop 2013 recorded June, 2013 in New York.Lecture Topics  [00:59:47]Ethical Challenges for Audit Committees and Their Advisors: Look Out...the SEC and DOJ are Watching  [00:59:47] How to deal with tough disclosure and financial reporting issues without getting your fingers burned When does the audit committee need its own counsel? Outside audit advice? What do you tell, to whom to you ...

Avoiding Fraud and Other Operational Blow-ups

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Recorded on: Feb. 5, 2010

PANEL INTRODUCER: Ok, folks. We're going to finish up with our ethics panel and I'm delighted to introduce this very distinguished panel that will be giving you their insights. It's a very accomplished group and I think we have a lot to listen and learn about today. Introducing from right to left on the panel. Si Lorne Si is the current Vice Chairman and Chief Legal Officer of Millenium Management. It's a hedge fund manager with over $11 billion ...

Bankruptcy & Reorganizations 2013: Current Developments -- Creditors' Committees, Examiners, Role of the U.S. Trustee, and Ethics

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From the program: Bankruptcy & Reorganizations 2013: Current Developments

Recorded on: May. 1, 2013

Taken from the Web Program Bankruptcy & Reorganizations 2013: Current Developments recorded April, 2013 in New York.Lecture Topics  [01:15:23]Creditors' Committees, Examiners, Role of the U.S. Trustee, and Ethics  [01:15:23] Critical issues for the U.S. Trustee in Chapter 11 cases, including appointments, solicitation and venue issues; proposed new fee guidelines Committee and examiner functions and selection processes, Rule 2019 ...

Basic Ethical Considerations in Bankruptcy

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Recorded on: Nov. 6, 2012

HOWARD J. WEG: Welcome back everyone. So for the next 75 minutes we're going to discuss ethical considerations in bankruptcy, which as I referenced earlier will qualify for one hour and 15 minutes worth of MCLA credit toward your ethics segment of your MCLA obligations and requirements. We're going to cover two broad areas, generally speaking. We're going to talk about, today, the appointment and employment of professionals and trustees in bankruptcy ...

Basic Ethical Considerations in Bankruptcy

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Recorded on: Nov. 21, 2011

HOWARD J. WEG: All right, everyone, welcome back. The last hour and a quarter we're going to be covering the subject of the employee and compensation trustees and professionals in bankruptcy cases. And it's going to expand into the area of talking about when others, other interests, when creditors and the professionals might get compensated and how we treat prepetition claims for attorneys' fees, proofs of claims for them, objections to them as well, ...

Basic Immigration Law 2014 -- Overview of the U.S. Immigration System, Current Trends and Ethical Issues

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From the program: Basic Immigration Law 2014

Recorded on: Mar. 18, 2014

Taken from the Web Program Basic Immigration Law 2014 recorded March, 2014 in New York.Lecture Topics  [01:06:26]Overview of the U.S. Immigration System, Current Trends and Ethical Issues  [01:06:26] Non-immigrants and immigrants; immigrant intent Quotas and priority dates Understanding the morass of agencies Legislative update Unique ethical issues in immigration practice The purchase price of this segment includes the ...

Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know -- Current Topics in Professional Ethics for Accountants and Attorneys

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From the program: Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know

Recorded on: Jul. 23, 2013

Taken from the Web Program Basics of Accounting for Lawyers 2013: What Every Practicing Lawyer Needs to Know recorded July, 2013 in San Francisco.Lecture Topics  [01:30:05]Current Topics in Professional Ethics for Accountants and Attorneys  [01:30:05] As law, accounting and finance continue to intersect, every practicing attorney should be alert to areas of ethical risk, learn from the mistakes of others, and have a basic understanding ...

Building a Law Department IP Licensing Program 2013: Driving Shareholder Value -- Ethics: How the Business Role Impacts the Attorney-Client Privilege, and Waiver Risks

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From the program: Building a Law Department IP Licensing Program 2013: Driving Shareholder Value

Recorded on: Sep. 23, 2013

Taken from the Web Program Building a Law Department IP Licensing Program 2013: Driving Shareholder Value recorded September, 2013 in San Francisco.Lecture Topics  [01:00:00]Ethics: How the Business Role Impacts the Attorney-Client Privilege, and Waiver Risks  [01:00:00] Unique issues arising from law department responsibility for a revenue-driven IP licensing business How to stay an ethical lawyer while driving critical business opportunities ...

Building Better Construction Contracts 2013 -- Ethics in Arbitration and Mediation

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From the program: Building Better Construction Contracts 2013

Recorded on: Oct. 1, 2013

Taken from the Web Program Building Better Construction Contracts 2013 recorded September, 2013 in New York.Lecture Topics  [01:00:27]Ethics in Arbitration and Mediation  [01:00:27]A. Ethics in Arbitration Is arbitration "really" confidential? Who has to disclose what and when? Arbitrator Disclosures and Counsel Disclosures Is an arbitrator allowed to do independent research upon which the Arbitrator will render an Award? Post ...

California Employment Law Update 2013 -- Ethical Considerations in Trade Secret Litigation: A California Employment Law Case Study

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From the program: California Employment Law Update 2013

Recorded on: Sep. 11, 2013

Taken from the Web Program California Employment Law Update 2013 recorded September, 2013 in San Francisco.Lecture Topics  [01:02:25]Ethical Considerations in Trade Secret Litigation: A California Employment Law Case Study  [01:02:25] Joint representation issues The attorney-client privilege: who holds it and to what does it apply? Potential conflicts minefields Whether Plaintiff or Defendant: different considerations? The purchase ...

Class Action Litigation 2013 -- Ethics in Class Action Litigation

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From the program: Class Action Litigation 2013

Recorded on: Jul. 11, 2013

Taken from the Web Program Class Action Litigation 2013 recorded July, 2013 in New York.Lecture Topics  [01:01:59]Ethics in Class Action Litigation  [01:01:59] What issues are judges seeing in class action cases? How have class certification issues changed litigation? The Supreme Court has ruled recently on several class action issues – what messages are being sent and how are district court judges interpreting them? Waiver of ...

Class and Collective Action Certification and Litigating the Action Ethically

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Recorded on: Feb. 11, 2014

Taken from the Web Program Wage & Hour Litigation and Compliance 2014 Recorded February, 2014 in New YorkClass and Collective Action Certification and Litigating the Action Ethically [01:02:48] Strategies and ethical considerations for winning and defeating certification motions Effect of Supreme Court’s rulings in Dukes and Comcast on wage & hour class and collective actions What happens when a case is not certified or is decertified ...

Featured Faculty/Authors
George M. Wilson, MBA, CPA

George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI

Mina Park

Mina Park ~ Director, Banking and Capital Markets Origination Legal, Asia Pacific, Citi

Harvey I. Saferstein

Harvey I. Saferstein ~ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.