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First Annual Form 10-K Tune-Up

One-Hour Briefing  One-Hour Briefing

As you draft your annual report on Form 10-K it is always a challenge to be sure that you have effectively dealt with new and emerging issues and the ever-evolving focus areas of the SEC.  Join our workshop leaders Carol A. Stacey and George M. Wilson, both directors at the SEC Institute Division as they review the key issues to address in this year’s Form 10-K.  Topics addressed will include:  SEC staff focus areas for ...

Private Placement Related Developments

One-Hour Briefing  One-Hour Briefing

During this session we will provide a brief update of how the world of private offerings has changed following the JOBS Act.  Please join Anna T. Pinedo of Morrison & Foerster LLP and Tymour A. Okasha of Bank of America Merrill Lynch as they address the following:  Complying with the bad actor rule; Documentation changes to engagement letters to address Rule 506 and Rule 144A changes; The CFTC’s limited relief ...

CFIUS's Web: From Pig Farms to the Waldorf -- How Real Estate and Other Transactions Outside the Defense Sector May Trigger CFIUS Review

One-Hour Briefing  One-Hour Briefing

The Committee on Foreign Investment in the United States (CFIUS) reviews foreign acquisitions of U.S. businesses to assess their impact on U.S. national security.  Under CFIUS oversight, acquisitions deemed to threaten U.S. security may be restructured, or mitigation requirements may be imposed to protect national security interests.  If national security concerns cannot be addressed, the President has authority to veto the transaction, ...

CPO and CTA Annual Reviews and Examinations: Current Trends

One-Hour Briefing  One-Hour Briefing

In the last two years, the number of registered CPOs and CTAs has ballooned, a direct result of the Commodity Futures Trading Commission's revocation of an exemption commonly claimed by hedge fund managers.  CPOs and CTAs that are also advising hedge funds or that are managing accounts using hedge fund-like strategies for large institutional managers have had to grapple with becoming familiar with a new regulatory regime that is often enforced, ...

False Claims Act: 2014 Year in Review

One-Hour Briefing  One-Hour Briefing

The False Claims Act (“FCA”) continued to be a significant focus of government and whistleblower activity in 2014.  The U.S. Department of Justice reported another record-breaking year of recoveries – more than $5.6 billion in settlements and judgments from cases arising under the FCA in the fiscal year ending September 30, 2014.  In addition, the number of new FCA lawsuits exceeded 700 for the second year in a row – ...

Emotional Intelligence, the Law, and Professionalism: A Practical Introduction

One-Hour Briefing  One-Hour Briefing

There will be NO CLE credit for this briefing.Have you ever wondered why some very bright lawyers who are well educated and know the law very well struggle in their career while others who may possess solid, but not extraordinary, intellectual and technical legal skills soar through the promotional ranks of business to great success? Research shows that the difference is that the latter has the “right stuff”, “x-factor” or ...

Green Bonds and Social Impact Investing

One-Hour Briefing  One-Hour Briefing

Many investors are increasingly seeking to align their financial goals with their social objectives. Various legal entity structures have evolved, such as benefit corporations. Similarly, certain financial instruments have developed that may be structured in order to align financial and social goals. An example of these trends can be seen in the development of the market for green bonds, which has grown as issuers of debt securities reach a broader ...

Teva v. Sandoz: Supreme Court Makes "Clear Error" the Standard for Claim Construction Factual Findings

One-Hour Briefing  One-Hour Briefing

On January 20, 2015, the U.S. Supreme Court issued its decision in Teva Pharms. USA, Inc. v. Sandoz, Inc., No. 13-854, which addressed an issue with widespread importance in the interpretation of patents: whether a district court’s factual findings in support of its construction of a patent claim term may be reviewed de novo or only for “clear error.”  In a 7-2 decision authored by Justice Stephen Breyer, the Supreme Court held ...

Moving Away From the C-Corporation: Understanding REITs, MLPs and PTPs

One-Hour Briefing  One-Hour Briefing

Traditionally, most public companies in the U.S. were organized as C-corporations. However, tax developments in recent years have given corporate planners a wide range of new tools to structure a public company. For example, tax pass-through MLP and REIT structures are spreading into new asset classes. Also, traditional double taxed ‘C’ corporations are using tax pass-through entities, including REITs and partnerships, to reduce or eliminate ...

Cyber Security After Sony: Practice Points and Risk Mitigation Strategies

One-Hour Briefing  One-Hour Briefing

In the wake of the destructive cyber attack against Sony Pictures, corporate leaders and lawyers are looking for guidance on how to prepare for a similar threat. Although Sony's experience has received widespread media coverage for many reasons, including the apparent involvement of a foreign state, the attack highlights the business and legal risks posed by cyber attacks to most businesses. This One-Hour Briefing will discuss what we know about the ...

Strategies for a Smooth and Ethical Transition Plan That Will Help Your Firm Close the Deal: How to Keep Lateral Candidates on Track

One-Hour Briefing  One-Hour Briefing

Although lawyer mobility is now the norm in the legal profession, changing firms may be risky for both hiring firms as well as the mobile lawyers.  Closing the deal and transitioning the lawyer into the new firm can present many challenges, including partnership duties, partnership agreements, ethical issues and disciplinary rules .  What are some of the do’s and don’ts for firms seeking experienced lawyers? Please join Professor ...

Cloud Computing: BIS Reinforces the Export Control Insulation for Cloud Computing Services

One-Hour Briefing  One-Hour Briefing

Cloud computing services, including the use of Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) are becoming standard industry practices and the U.S. export control regimes are not keeping up with these fundamental shifts in remote computing services.  The U.S. federal agencies responsible for most international trade and technology transfer controls are being led by the U.S. Department of Commerce, ...

Patent Litigation Before the Judicial Panel on Multidistrict Litigation and in MDL Proceedings in 2015

One-Hour Briefing  One-Hour Briefing

Although the number of patent cases consolidated by the Judicial Panel of Multidistrict Litigation (JPML) for pretrial purposes declined in 2014, pretrial consolidation remains an important consideration in multi-defendant and multi-jurisdictional cases.  In addition, with the Supreme Court’s recent decision limiting the reach of general jurisdiction in Daimler AG v. Bauman, there may be an uptick in MDL patent cases, particularly Hatch-Waxman ...

Being Prepared for M&A Strike Suits: How Do You Avoid Disclosure Pitfalls in M&A Litigation?

One-Hour Briefing  One-Hour Briefing

Almost every public M&A deal draws instant litigation – oftentimes, multiple lawsuits in more than one jurisdiction. In M&A litigation, plaintiffs frequently seek an injunction, alleging that disclosures were inadequate or misleading in various ways. In resolving such claims, the courts frequently find that additional disclosures would not be material, but in some cases – notably those involving alleged conflicts of interest, financial ...

Credit Risk Retention: Dodd-Frank Final Rule

One-Hour Briefing  One-Hour Briefing

In late 2014, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Federal Reserve Board, the Securities and Exchange Commission, the Federal Housing Finance Agency, and the Department of Housing and Urban Development (collectively, the “Joint Regulators”) each adopted a final rule (the “Final Rule”) implementing the credit risk retention requirements of section 941 of the Dodd-Frank ...

2015 Federal Contractor Compliance: Are You Ready for the OFCCP?

One-Hour Briefing  One-Hour Briefing

2014 was a year of unprecedented change for Federal contractors.  The Office of Federal Contract Compliance Programs (“OFCCP”) issued final regulations on protected veterans and individuals with disabilities.  President Obama issued a series of Executive Orders addressing LGBT protections and discrimination in pay and new regulations have been proposed and/or issued to implement these Executive Orders.  OFCCP has also modified ...

Effective Lateral Partner Recruitment in 2015

One-Hour Briefing  One-Hour Briefing

There will be no CLE credit for this briefing. Recent surveys indicated that while lateral partner hiring remains as robust as ever, a large number of managing partners question the overall efficacy of such efforts. In this One-Hour Briefing, recruiters Stephen Nelson, Andi Cullins and Ellen Dougherty of The McCormick Group, Inc. review recent changes in the lateral market, and how firms can take advantage of these changes.   Among ...

U.S. Companies Trading on the London Stock Exchange and the Impact of EU Regulations Requiring Mandatory Electronic Settlement

One-Hour Briefing  One-Hour Briefing

Under Article 3(2) of the European Union Regulation on Central Securities Depositories (“CSDR”) published on 28 August 2014, where transactions in transferable securities take place on a trading venue, the relevant securities should be recorded in book entry form in a Central Securities Depository (“CSD”) on or before the intended settlement date (unless already so recorded). The requirement applies irrespective of whether ...

Featured Faculty/Authors
Angela J. Grayson

Angela J. Grayson ~ Associate General Counsel, Global Leverage, Intellectual Property & Privacy, Walmart Legal

Adam O. Emmerich

Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz

Ellen Moran Dwyer

Ellen Moran Dwyer ~ Managing Partner, Crowell & Moring LLP