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Disguised Investment Management Fees: Where Are We Now?

One-Hour Briefing  One-Hour Briefing

May 27, 2015, 10:00 a.m. - 11:00 a.m. (E.D.T.) The UK tax treatment of distributions to private equity executives will change substantially from 6 April this year, and will affect any investment manager who undertakes some activity in the UK (even if just meeting with a potential investor).  The new rules seek to tax "disguised investment management fees" to UK income tax rather than under the lower tax rates offered by the capital gains tax ...

DOI's New Fracking Regulations: Impact on Industry, the States, and the Public

One-Hour Briefing  One-Hour Briefing

On June 24, 2015, new regulations published by the Bureau of Land Management of the Department of the Interior go into effect.  These new regulations govern oil and gas drilling utilizing hydraulic fracturing on Federal lands and lands owned by Native Americans.  The new regulations cover a number of areas not previously regulated, or lightly regulated, by the Federal government.  Not surprisingly, the regulations have been criticized ...

Complying with the Final Tangible Property Regulations -- Opportunities and Pitfalls

One-Hour Briefing  One-Hour Briefing

June 2, 2015, 12:00 p.m. - 2:00 p.m. (E.D.T.) In 2013 and 2014, the government issued final regulations providing rules for the acquisition, maintenance, improvement and disposition of tangible property.  The regulations, which are generally effective for tax years beginning on or after January 1, 2014, likely affect all taxpayers with tangible property. The government has also issued several revenue procedures providing guidance on how to ...

Proxy Access Proposals in the 2015 Proxy Season

One-Hour Briefing  One-Hour Briefing

Shareholder proposals seeking proxy access – a mechanism by which shareholders meeting certain shareholding requirements can nominate directors and have their nominees included in the company’s proxy materials – have been increasingly popular this proxy season.  While in 2013 and 2014, just over a dozen proxy access shareholder proposals went to a vote at Russell 3000 companies, in the 2015 proxy season, 75 proxy access proposals ...

OFCCP Audits and the New Scheduling Letter

One-Hour Briefing  One-Hour Briefing

In  late 2014, OFCCP issued a new, expanded and more detailed form of scheduling letter. Virtually every OFCCP audit includes both a detailed review of a contractor's affirmative action plan and program, as well as an in-depth review of a contractor's hiring, promotion, termination, and pay practices. Under the Obama Administration, and at the direction of the President, OFCCP has taken the lead in investigating the workplace for potential systemic ...

Very Little Trouble with Tibble -- Supreme Court Unanimously Holds that ERISA's Statute of Limitations Does Not Bar Claims for Inadequate Fund Monitoring

One-Hour Briefing  One-Hour Briefing

On May 18, 2015, the U.S. Supreme Court unanimously decided the case of Tibble v. Edison International.  In Tibble, the Court held that the statute of limitations under the Employee Retirement Income Security Act of 1974 (“ERISA”) allows participants to bring fiduciary-breach claims challenging the inclusion of particular investment options even if the options have been in the plan’s menu for more than six years, under the theory ...

Navigating an Accounting and SEC Restatement

One-Hour Briefing  One-Hour Briefing

Financial statement restatements are disastrous, disruptive and costly events in the life of a public company.  Restatements inevitably damage a company’s relationship with investors, and almost always involve the company with the SEC’s Division of Enforcement.  This One-Hour Briefing provides an overview of how to deal with the restatement process.  After review of the relevant accounting and SEC reporting issues in restatements ...

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

One-Hour Briefing  One-Hour Briefing

There will be NO CLE credit for this briefing. Did you know that the average recovery time from burnout is 100 days?  Chronic low energy, frequent colds, sore lower back, anxiety and a general lack of vitality are symptoms of an experience referred to as "burnout".  This 60-minute briefing teaches concrete tools to prevent it, or recover if you're already there.    This briefing is for you if ...

Investigating and Litigating Fraud Issues Post-Merger

One-Hour Briefing  One-Hour Briefing

Dashed buyer expectations in the post-merger context can often lead to litigation.  What are the remedies available to a financial or strategic buyer who believes that fraud may have impacted a stock purchase or asset sale?  One available option for buyers is to conduct a post-merger investigation into whether fraud exists with respect to the assets of the company purchased or the sale transaction itself.  In many cases, a buyer may ...

Import Practice 101

One-Hour Briefing  One-Hour Briefing

In 2014, goods and services valued at nearly $3 trillion were imported into the United States, the majority of which was commercial goods.  Importing commercial goods involves complying with the many complex laws and regulations administered by U.S. Customs and Border Protection.  Customs law is a highly specialized area in which customs brokers, accountants, and customs attorneys work together with importers and their corporate and tax ...

Auditor Independence -- Reminders and Current Issues for Auditors and Companies

One-Hour Briefing  One-Hour Briefing

The foundation of the audit process is the auditor’s independence from the client.  The SEC and the PCAOB are continually focused on the importance of auditor independence and they have recently sent important reminders through public statements and enforcement proceedings.  In this One-Hour Briefing we will discuss:  The principle based definition of auditor independence The foundational notion of independence in ...

Protecting Critical Energy Infrastructure Information: FERC CEII Rules and Related Federal and State Regulations and Protocols

One-Hour Briefing  One-Hour Briefing

Protecting critical infrastructure information is axiomatically important – an axiom that U.S. energy companies recognize regardless of government regulations.  Nevertheless, they are subject to such regulations, and understanding how those regulations work is necessary for those companies to be compliant with the rules.  In addition, at times, other companies and members of the public need to access information on the regulated companies’ ...

Reps & Warranties Insurance: No Longer Optional

One-Hour Briefing  One-Hour Briefing

Representations and warranties insurance has become increasingly popular among buyers and sellers as a form of added protection in structuring transactions and as a mechanism for getting deals done.  The increased familiarity of the M&A market with transactional risk insurance coupled with the more fulsome coverage are just two factors driving this development.  Dechert LLP’s Mark E. Thierfelder (Chair of our New York Corporate ...

Maximizing Your IP Job Search with Loyola Chicago's PLIP 2015

One-Hour Briefing  One-Hour Briefing

Please note:  This briefing is 90 minutes, FREE, and NO CLE.

Crossroad of the U.S. Embargo and the Cuban Legal Framework -- Overview and Developments

One-Hour Briefing  One-Hour Briefing

With the December 17, 2014 announcement by the White House and the subsequent changes to the regulations codifying the U.S. embargo with the Cuban government, interest in Cuba as a market has intensified.  Businesses seeking to enter the Cuban market, however, must gauge the risk and rewards of such a strategy.  In doing so, they must not only evaluate what is currently permitted under the U.S. regulations but what is allowed and advisable ...

Responding to the Activist Playbook

One-Hour Briefing  One-Hour Briefing

Shareholder activism is widespread, but recent board and management victories over activists (like DuPont’s successful defense of an activist attack by Trian) suggest there is a path for companies to defend proxy fights against activists.  A successful defense includes several elements, some of which need to be implemented before an activist even emerges.  Leading M&A practitioners Francis J. Aquila and Melissa Sawyer from Sullivan ...

Abbreviated Debt Tender Offers and Other Liability Management Developments

One-Hour Briefing  One-Hour Briefing

A recently issued SEC no-action letter provides for an abbreviated approach to tender offers and exchange offers involving non-convertible debt securities provided certain conditions are met.  The new guidance may offer increased flexibility to issuers that are considering restructuring their liabilities.  Issuers considering a restructuring also should consider recent court decisions related to the application of the Trust Indenture Act.  ...

Patent Harmonization Benefits: The Global Dossier

One-Hour Briefing  One-Hour Briefing

The IP5 Offices (IP5)-- the United States Patent Office (USPTO), the European Patent Office (EPO), the Japanese Patent Office (JPO), the Korean Intellectual Property Office (KIPO),  and the Chinese Intellectual Property Office (SIPO)  handle about 80 per cent of the world's patent applications, and 95 per cent of all work carried out under the Patent Cooperation Treaty (PCT).   The IP5 have been cooperating for the last eight years  ...

Designing Effective Consumer Surveys in Trademark Infringement and False Advertising Disputes

One-Hour Briefing  One-Hour Briefing

In trademark cases and false advertising disputes, consumer perception surveys often play a critical evidentiary role.  Frequently, though, the federal courts and other tribunals that adjudicate and decide these disputes find that the proffered consumer perception studies are entitled to “little weight” or are excluded from evidence completely.  This presentation is aimed at assisting trial counsel in maximizing the effectiveness ...

Basics of the Federal Election Campaign Act 2015

One-Hour Briefing  One-Hour Briefing

In just one hour, this briefing will provide you with a summary of federal candidate and PAC campaign law, as regulated by the Federal Election Campaign Act and administered by the Federal Election Commission’s Regulations and Disclosure Rules.  Please join Kenneth A. Gross of Skadden, Arps, Slate, Meagher & Flom LLP, Chip Nielsen of Nielsen Merksamer Parrinello Gross & Leoni LLP and Jan Witold Baran of Wiley Rein LLP for a discussion ...

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 ...

Basics of Federal Natural Gas Law

One-Hour Briefing  One-Hour Briefing

Natural gas is frequently in today’s headlines, either as the bane of environmentalists who oppose hydraulic fracturing (fracking) or the savior of environmentalists who see it as a fuel to replace coal for generating electricity.  Less than ten years ago, however, the United States was supposedly running out of natural gas, and the issue of the day was the siting of liquefied natural gas (LNG) facilities to import supplies from the Middle ...

Featured Faculty/Authors
Jae  Kim

Jae Kim ~ Senior Vice President and General Counsel, Rambus Inc.

Lori A. Richards

Lori A. Richards ~ Chief Compliance Officer, Asset Management Unit, JP Morgan & Co

Edwin E. Smith

Edwin E. Smith ~ Morgan Lewis & Bockius LLP