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Risk Management & Compliance: What Audit Committees Need To Know

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Recorded on: Jun. 24, 2015

CATHERINE BROMILOW: Welcome back. Sorry for the little delay in getting us back and started. I'm pleased to introduce our risk management panel. To my left, and actually shouldn't be too hard to figure out who Deb is versus Mike, but is Debra Wong Yang. She's a partner at Gibson, Dunn and Crutcher in LA. And among the many thing she does there, she helps lead their crisis management practice. So she's going to be the perfect person. Plus as part of ...

Whistleblower and Retaliation Claims: “Wrecking Ball”

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Recorded on: Jun. 23, 2015

ANNE C. VLADECK: We are going to start the afternoon with whistle blower and retaliation claims. Wrecking ball, I'm not so sure. I think it was my idea and now I don't know why. It sounded good. To my immediate left is Jill Rosenberg, who's an employment partner at Orrick, Herrington & Sutcliffe in New York. She's nationally recognized as an employment litigator and counselor. She has particular expertise in the representation of nonprofit entities, ...

Burnout 911: Tools to Thrive in Your Legal Career and Life

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Recorded on: Jun. 23, 2015

AMY TAUB: Hello. My name is Amy Taub, and I'm a program attorney with PLI. I would like to welcome you to today's briefing, Burnout 911-- Tools to Thrive in your Legal Career and Life. Before we begin, I have some administrative announcements. This briefing will be one hour in length. Please feel free to send questions at any time during the briefing. Please remember that you have access to materials for this briefing via the Course Materials tab ...

Investigation of Harassment and Other Workplace Complaints -- Ethical Aspects: “Blurred Lines”

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Recorded on: Jun. 23, 2015

ANNE VLADECK: So the next topic is investigation of harassment and other workplace complaint, and the ethical aspects. And to my left is Mark Brossman, who is a partner at Schulte Roth & Zabel and is co-head of its employment and employee benefits group. His areas of concentration include all aspects of employment, discrimination, labor relations, education laws, and he has an additional specialty in ERISA and related litigation, which is a frightening ...

Discrimination Claims Arising From Employer Hiring Policies: “Private Eyes are Watching You”

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Recorded on: Jun. 23, 2015

TED: Thank you. And thanks to those who are back on a timely basis in their seats. And I'm sure the others will come in soon. We need to keep to the schedule for CLE credits and the like. By the way, I should note-- and our apologies to people out in the webcast land-- there were a couple of questions that came through during last session, but as a technological matter, they didn't come through to the iPad. I apologize. If we have, after the break, ...

Specialty Areas

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Recorded on: Jun. 17, 2015

DAVID POLLAK: All right, let's get started, post-lunch. This afternoon, as promised, we're going to do a deeper dive on particular issues that are often important in doing a private M&A deal. We're going to start with international aspects for the next 45 minutes. And here to help us in that area is Alyssa Grikscheit from the Sidley Austin firm. And Alyssa's practice, not surprisingly, is in the M&A arena, with a variety of aspects to it, ...

Hazardous Waste Sites and Toxic Tort Issues

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Recorded on: Jun. 17, 2015

PHILIP E. KARMEL: Hi, our next segment is going to be on CERCLA litigation and toxic tort litigation arising out of waste sites. Duke McCall, you've heard about already. So I'm not going to reintroduce him. We have a new speaker this year, Sharyl Reisman, who's a litigation partner in the New York office of Jones Day. She has very extensive experience, successfully litigating toxic tort cases, including defense verdicts in major lawsuits arising out ...

Mock Negotiation and Analysis of Form of Acquisition Agreement

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Recorded on: Jun. 17, 2015

DAVID W. POLLAK: OK. Good morning. We're ready to get started. It's 9:00, here. This morning, as advertised, we'll start to go through an acquisition agreement. Before we do that, to my left is Vincent Martorana, who's counsel at the Reed Smith firm, here in New York, where he practices in the Corporate and Securities group and has appeared on our panel before. And so welcome, Vince. VINCENT R. MARTORANA: Thank you. DAVID W. POLLAK: And so, for ...

General Business Considerations

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Recorded on: Jun. 17, 2015

DAVID POLLAK: OK, with that we'll get right into the program. Sitting to my left is Marshall Heinberg. Marshall's been a longtime member of the faculty, speaking on this very topic. Marshall previously served as head of investment banking at Oppenheimer and a senior managing director of the firm. He also has served on board of directors in public company contexts, which gives them that background as well. And he's a frequent lecturer on a wide range ...

Environmental Due Diligence and Negotiation of Real Estate and Corporate Deals

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Recorded on: Jun. 17, 2015

PHILIP E. KARMEL: Betty, you want to come up? Thank you, Cheryl. CHERYL: Thank you. PHILIP E. KARMEL: So our next segment is on environmental issues, and real estate deals, and M&A transactions. Let's start off with the real estate component. And then Betty Moy Huber, who's an environmental lawyer with Davis Polk, a major capital markets firm in New York City, will discuss corporate M&A. So real estate is kind of a component of corporate ...

Air and Climate Change Regulation

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Recorded on: Jun. 17, 2015

Well, just a little bit of groundwork about how Michael and I have thought to divide this up. And building out of some of the opening comments and themes you hear, it is hard to talk about the world of air regulation without, these days, starting with climate change and greenhouse gas regulation. It is, in some ways, the pervasive issue that dominates air matters, both in terms of what's new and changing, prospective regulatory development, the most ...

Proxy Access Proposals in the 2015 Proxy Season

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Recorded on: Jun. 17, 2015

AMY TAUB: Hello, my name is Amy Taub and I'm a program attorney with PLI. I would like to welcome you to today's briefing, Proxy Access Proposals in the 2015 Proxy Season. Before we begin, I have some administrative announcements. This briefing will be one hour in length. Please feel free to send questions at any time during the briefing. Please remember that you have access to materials for this briefing via the Course Materials tab in the program ...

Dealing with Financial Sponsors

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Recorded on: Jun. 17, 2015

DAVID W. POLLAK: OK. Why don't we get back together here again? Our next segment will be with respect to financial sponsors and private equity firms, who over the last 10 or 15 years have been an increasingly high percentage of all private M&A deals and a key component in the market. Here to discuss the role they play and how deals are done in that segment is Matt Salerno, who's a partner at Cleary Gottlieb here in New York. Not surprisingly, ...

Clean Water Act Issues and Environmental Impact Review

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Recorded on: Jun. 17, 2015

DUKE K. MCCALL, III: I'd like to welcome everyone back from the break. In an effort to stay on schedule, I'd like folks in the room to take their seats so we can get started. I have the privilege of introducing our next panel, which consists of Kathy Robb and Nick Yost, who are going to be addressing Clean Water Act issues, and environmental impact review. Kathy is a partner in the New York office of Hunton & Williams, where she focuses her practice ...

Ethics in Negotiating and Documenting Transactions

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Recorded on: Jun. 17, 2015

DAVID W. POLLAK: So our last topic of the day in the program is to talk about ethics in negotiating and documenting transactions. With us is Michael Sackheim, from the Sidley firm here in New York. He has the distinction of being, I think, the only one in the panel who's actually not an M&A lawyer. Instead, he's a lawyer concentrating in the derivatives area, but also, an expert in ethics, which is what we particularly are concerned about today. ...

Letters of Intent and Other Preliminary Considerations

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Recorded on: Jun. 17, 2015

DAVID W. POLLAK: We'll now move on to the next segment, which is talking about letters of intent and other preliminary considerations. Oh, here he is. And here to lead that discussion is Peter Laveran, who's a corporate partner at the New York office of Covington. Peter, I think, recently returned to New York from London. He's got a broad transactional practice that is heavily international in scope and he also co-heads the firm's Africa practice. ...

A. Structuring and Negotiating Earn-Outs B. Fiduciary Duties of Directors and Majority Shareholders

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Recorded on: Jun. 17, 2015

SPEAKER 1: OK, we're back. It's 2:45. The last segment of the program, three presentations, beginning with a discussion on earnouts for the next 30 minutes. So it'll be crisp. And to my left is Melissa Sawyer, who's a partner at Sullivan and Cromwell here in New York, who not surprisingly practices in the M&A arena along with the private equity and corporate governance. So Melissa, it's all yours. MELISSA SAWYER: Thank you. And you'll see on ...

Legal Ethics

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Recorded on: Jun. 17, 2015

SPEAKER 1: Well, life is complicated. Even lawyers in this day and age need lawyers. And Jim is my lawyer. He's also my law partner at Bryan Cave. Jim is in the litigation group. And he's my go-to person when I'm in a sticky situation, which seems to happen frequently for some reason. Jim is one of the smartest lawyers I've ever met. He's a very accomplished litigator. And he's going to tell us about ethics. JAMES M. ALTMAN: Thank you, Phil. I should ...

International Environmental Regulation

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Recorded on: Jun. 17, 2015

PHILIP KARMEL: So our next segment is on international environmental law. And I'm very pleased to-- first of all, I'm very pleased we added this segment to the program this year because it's not something we've done before. And I'm also pleased that we have two faculty members who are eminently qualified to provide us with what's been happening in this arena. Paul Hagen is a partner in the Washington, DC office of Beveridge and Diamond. Beveridge ...

A. Indemnification B. Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies

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Recorded on: Jun. 17, 2015

DAVID POLLAK: OK. It's one o'clock. Let's get started again for the afternoon session. We're going to pick up, as promised, with the very important topic of indemnification. And here is Marie Gibson to my left, who's a partner at Skadden, Arps here in New York, where she concentrates her practice in M&A and general corporate matters. And with that, Marie, take it away. MARIE GIBSON: Great. Hi. Thank you for coming on this beautiful summer day. ...

35 USC 101: The Complete Guideline Breakdown of Alice, Myriad and Mayo

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Recorded on: Jun. 16, 2015

AARON BERNSTEIN: Hello, everyone here live and on the web. So I find this a very interesting topic-- what is becoming of patent eligibility? Some very dramatic developments that have significant impact for us in our practice and what we can tell our clients and, frankly, perhaps the economy at large. With respect to business methods and software patents, there's piles and piles of those patents out there already. Oops, are they no longer patent eligible ...

The Concept of Old 102(e) Recast as New 102 (a)(2) as Implemented by New 102(d): Effects of Priority Under 119, 120, 121, 365

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Recorded on: Jun. 16, 2015

SPEAKER 1: Welcome back. It is our last segment today, and it's all about the concept of 102(e)-- what it still means, obviously, and how it spills over into new and improved AIA 102. So let me explain, again, the context. of this portion the statute, where it comes from, and how it has changed over the years, so that you can explain this to your clients and then provide advice accordingly. And also it's one of those things that can trip you up pretty ...

Section 102: Inside and outside the PTO – the AIA and the future

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Recorded on: Jun. 16, 2015

JOHN M. WHITE: Yes. Welcome back. This is our next segment which will run about an hour, and we're going to cover 35 U.S.C. 102, old and new. And let me give you just a little introduction, some context, and then we will proceed. 35 U.S.C. 102 has been around in its-- well, the form we got used to it in, 102, a, b, c, d, e, f, g since 1952. And it was written at the time by two people. One, Giles Rich, and the other P.J. Federico, chief clerk at ...

35 USC 103 and the CAFC

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Recorded on: Jun. 16, 2015

SPEAKER 1: Ha ha ha. I want to do one quick thing, and I'll get to it a little bit later in the presentation when I start talking about scientific plastic products again. But the definition of the problem to be solved not only is important in that scientific plastic products case, but in re klein, which is also mentioned in Mike's presentation. In re klein Is one of the first real mechanical patents that actually came through the patent office, and ...

KSR and 103: Tools you can use?

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Recorded on: Jun. 16, 2015

JOHN WHITE: Good afternoon. We're now going to begin again, and I do need my afternoon speakers to actually come to the podium, if somebody could tell them. In any case, this afternoon we're going to learn about 103. This is our first-- well, it's two hours, but it's broken into two topics. And so I'll go ahead and introduce the respective topics and then I'll go ahead and introduce our speakers. And first, let me introduce the topic 103. Now, 103-- ...

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