On-Demand Learning

This Year

Transcripts

Recorded on: May. 1, 2013

JONATHAN K. YOUNGWOOD: We had three panels in the morning. We're going to have three in the afternoon. And we're going to continue through the litigation practice. So in the morning, we started off where there's an event for a company. There's a regulatory proceeding. A civil litigation ensues. We went through the process of drafting the complaint, filing the motion to dismiss, then we moved on to issues that kind of come in the middle, class certification ...

Recorded on: May. 1, 2013

JONATHAN K. YOUNGWOOD: So most of these things don't begin and end with the discovery of the press release, or the press story with the regulatory investigation. Any company that's experienced what this company just experienced is, without fail, going to face civil litigation, as well. And the rest of the day is really largely going to focus on that, although, keeping in the back of our minds that there's an ongoing regulatory investigation. And ...

Recorded on: May. 1, 2013

LYLE ROBERTS: All right, everyone, we'll get started again, with our next panel, which is on prosecuting and defending the civil actions. So kind of the next step, we're going to assume, of course, that, in our fact pattern, WIND has not been successful in its motion to dismiss. So we're going to have to go ahead and we're going have to deal with two very thorny issues, that this panel is going to cover in depth. One is discovery, and all the obligations ...

Recorded on: May. 1, 2013

BRAD S. KARP: Thank you, very much, Lyle. The first issue, I should begin by saying, this fact pattern is not at all unusual. These are the sorts of situations we often find ourselves being called into. And the progression of the facts, likewise, is not all that unusual. And this is what presents the greatest challenge. You get a situation, you get a phone call, you are told about a problem. You don't know whether it's a little problem, medium sized ...

Recorded on: May. 1, 2013

JONATHAN K. YOUNGWOOD: --panel of the day is not on a specific part of the case, as the prior panels have all been. It's a panel that's going to focus on an ethical issues that really surround each of the topics that we've talked about today. And you actually may see that some of the things we discuss have in some way or another been discussed by earlier panels. But we're going to try and take a different angle on them. We're going to really focus ...

Recorded on: May. 1, 2013

JONATHAN YOUNGWOOD: OK, we'll get started on our next panel. So we heard in the mediation panel that the plaintiffs are willing to try this case. That's the posture they're going to take. They're not afraid of going to trial on this. And so our next panel is going to talk about all those trial issues. Now some of that is, of course, the actual trial itself, if it gets there. But there's also a lot of things that go into before you actually get into ...

Recorded on: Apr. 30, 2013

LAURIN BLUMENTHAL KLEIMAN: Welcome back. This next panel is always a real crowd-pleaser. Fund litigation-- we just got finished talking about the regulatory oversight and what the SEC can do to make a fund's life challenging. Now we're going to talk about the adventures that funds have gone through in the courts. My two panelists have been with this program for several years, and it's always really interesting to hear what they have to say. To my ...

Recorded on: Apr. 30, 2013

ANDREW J DONOHUE: Before I start my prepared remarks, just an observation. Many of the folks that are going to be talking to you today about investment company matters are the people I call when I don't know the answer. So fabulous faculty I think that you've together here, and it looks like a really good program. I wish I could stay for it all. I asked Lauren to stay up here, because I actually like her to interrupt me as I speak. If there's issues ...

Recorded on: Apr. 30, 2013

CLIFFORD E. KIRSCH: I'd like to get started again. And in this next panel, we begin taking a dive into the regulation of investment companies, as it exists today and, again, taking a pretty in-depth look into the Investment Company Act. And in this panel, Fund Anatomy, we take an inside look at the mutual fund. And what we're going to look at is the mutual fund regulations, with respect to the board of directors, portfolio management, and also how ...

Recorded on: Apr. 30, 2013

CLIFFORD E. KIRSCH: Alrighty, welcome back. We're going to start. I know others will be joining us as we begin chatting. And welcome back to the folks on the web as well. Thanks for joining us. On this panel, we're going to go for an hour, looking at how a mutual fund markets itself and sells fund shares. And I'm delighted to be able to welcome two folks who are new to this program but not new at all to investment management regulation. To my far ...

Recorded on: Apr. 30, 2013

LAURIN BLUMENTHAL KLEIMAN: --our last panel of the day, and here's the point in the program where we talk not only about the more traditional registered investment companies, but also new and different and alternative ways of pulling assets and selling securities publicly, like exchange traded funds and other things like that. I see Ed and I see Bob, and there's Jim. How are you? EDWARD BAER: Good to see you. The right hand of power. LAURIN BLUMENTHAL ...

Recorded on: Apr. 24, 2013

LATEEF MTIMA: OK. This is like that Bette Davis line, "Fasten your seat belts, this is going to be a bumpy ride," not only because this is DMCA, but, literally, talk about up-to-the-minute developments. Some of the latest key decisions on the DMCA have been happening over the last couple of weeks. And in fact, we had a decision just yesterday. So last night I'm tinkering getting this stuff in. OK. So I'm going to talk about the DMCA. And ...

Recorded on: Apr. 24, 2013

PETER JASZI: In fact, I actually am going to give a presentation today that will at least initially be a little more upbeat than the title suggests, the title being, Can Fair Use Be Fixed, implying, I think, that it needs to be fixed. And I actually would like to throw into doubt or open up for argument the question about whether any fix is required or, indeed, whether any fix is likely to do more good than harm. So let me start by going in at the ...

Recorded on: Apr. 24, 2013

SPEAKER 1: The last leg-- Alida Camp. ALIDA CAMP: It's probably the end of a long day, but this is a bit different. What I'm here to do is try to encourage you to use mediation and arbitration as alternatives to litigation in not only copyright, but really any disputes. But it makes a lot of sense in copyright. Is it always appropriate? No. But do I think it's something that you ought to discuss with your clients with the parties to the case with ...

Recorded on: Apr. 24, 2013

NANCY J. MERTZEL: Good morning, everyone. It's a pleasure to be here with you and to be with the distinguished group of faculty. I particularly like the American University theme, since I graduated there and got my start in copyright law with Professor Jaszi. I took every class that he taught while I was there. SPEAKER 1: But you're not being graded today. [LAUGHTER] NANCY J. MERTZEL: That's right. SPEAKER 2: Not by Peter. [LAUGHTER] NANCY J. ...

Recorded on: Apr. 24, 2013

PETER JASZI: OK. The contractualization of copyright. In my view, one of the most interesting and important topics. Listen up. GLORIA C. PHARES: All right. So I have the daunting task of being the last thing that stands between you and lunch. And before getting to my presentation, though, I want to explain the copyright licensing materials in your handbook. The outline and the cut off for the outline is January 18. And the table of contents, which ...

Recorded on: Apr. 24, 2013

RICHARD DANNAY: OK. Welcome back. I hope everyone had a good lunch. We have a great panel for this afternoon. Unfortunately, the moderator's voice is barely in play, but I'm going to introduce all three of our speakers as I did in the morning. And then Simon will begin. To my right and our first speaker in the afternoon is Simon Frankel, who is a litigation partner in the San Francisco office of Covington & Burling and chair of his firm's intellectual ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: All right. So we're back, and as promised for the next two sessions, really focus on trying to monetize the value of securities sold in private placements that are restricted securities. And with us now to talk about resales of restricted securities we have Adele Hogan. And Adele is a securities lawyer, focusing on both private and public offerings of equity and debt. And Adele is a frequent PLI speaker. Brian Korn is also with us, ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: -unannounced offerings. So as we were discussing earlier this morning, there are lots of complex issues in terms of making certain that companies don't have to make premature disclosures when they're attempting to conduct an offering that they want to remain unannounced. And so to help walk through all of those issues, we have Andrew Fabens. And Andrew's a partner at Gibson-Dunn in the New York office, where he's the co-chair of the ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: All right. Welcome back for this afternoon's sessions. This afternoon, we're going to move into a discussion of various private and hybrid offering formats, and discuss some of the practical considerations that issuers, underwriters, placement agents have to consider when they're choosing among these transaction formats. And so, for our first panel of the afternoon, we're going to be discussing PIPE transactions, registered direct offerings, ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: OK, we're going to continue with the last two sessions of the day. So on our next panel, we're going to be talking about Rule 144A offerings, the most liquid of the various offering formats that we've been talking about. And so to go through 144A, we have Stuart Fishman. And Stuart's a managing director and associate general counsel at JPMorgan Chase, where he is involved in public, private, and 144A offerings of debt securities, ...

Recorded on: Apr. 22, 2013

SPEAKER 1: So our last session for today is an overview of regulatory and enforcement activities in the context of private transactions, PIPEs, hybrids, et cetera. And with us today, we have Jim Rothwell, a partner in Davis Polk's corporate department, and Jim advises dealers, issuers and funds on structured equity derivatives transactions. And Alex Cohen, a partner in the DC office of Lathan & Watkins, and a former SEC official in the office ...

Recorded on: Apr. 22, 2013

ANNA T. PINEDO: So for this panel, we have Dave Lynn, my partner at Morrison and Foerster and the co-head of our public company's practice. Dave is the former chief counsel of the SEC's Division of Corporation Finance. Marty Dunn-- joining us again, a partner in O'Melveny's corporate practice in the DC office, and prior to joining O'Melveny, a deputy director at the SEC. And Annemarie Tierney-- who is general counsel for SecondMarket Holdings, the ...

Recorded on: Apr. 22, 2013

ANNA PINEDO: So joining us for the integration discussion today are Cathy Dixon. And Cathy's a partner in Weil Gotshal's Washington DC office in the securities area. And before joining Weil, Cathy was the chief counsel of the Division of Corporation Finance at the SEC. And also joining us is Stan Keller, a partner at Edwards Wildman Palmer in Boston. And Stan, of course, has extensive experience in securities offerings and has been very actively ...

Recorded on: Apr. 18, 2013

SPEAKER 1: We're going to continue right here from the table since we've shifted. Our next speaker is Kristina Rosette. Kristina is of counsel in the Washington office of Covington & Burling. Her practice focuses on domain name, internet, and trademark matters. She has unique expertise in domain name issues, including drafting the ICANN policy recommendations for new gTLDs, developing and implementing trademark protections in new gTLDs, drafting ...