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Health Care and Life Sciences Law 2012

Wed, 30 Jan 2013 05:00:00 GMT

Join our expert faculty of attorneys representing the health care and life sciences industries, government regulators, and policy makers as we examine the current state of health care and life sciences law and what the future might hold. This program will cover the broad range of issues confronting you and your clients today: structuring compliant relationships with health care providers and clinical investigators; promotional guidelines affecting FDA-regulated products; trends in government investigations; compliance with fraud and abuse laws, including the federal False Claims Act, Anti-Kickback Statute. Plus an examination of the Supreme Court’s ruling on the constitutionality of health care reform legislation.

Distinction between scientific discourse and off-label promotion
Emerging legal issues related to the Internet and other social media in the health care industry context
The Physician Payment Sunshine Act and similar state laws
Compliance program best practices
Legal and ethical issues in clinical research
Health care reform: what’s next?

Nonprofit Organizations 2012: Governance, Compensation, and Form 990 Reporting Issues

Fri, 25 Jan 2013 05:00:00 GMT

Nonprofit organizations today face greater scrutiny and complex regulatory guidelines. Nonprofit Organizations 2012: Governance, Compensation, and Form 990 Reporting Issues will bring you up-to-date on the latest developments and unique financial and regulatory issues that impact the nonprofit sector.

Treatment of Endowment Funds under UPMIFA
Reporting of Related Party Transactions
Recent Reporting Updates on the Form 990
Rules and Practices Applicable to Executive Compensation - Federal and State Statutory and Regulatory Framework
Nonprofit Governance Basics, Recent Developments, and Best Practices

Understanding the Securities Laws 2012

Thu, 24 Jan 2013 05:00:00 GMT

Whether you are new to the field or seeking a quick refresher or an update, this is a securities law primer that you won’t want to miss. This program will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners and key SEC representatives. Emphasis will be placed on the interplay among the Securities Act of 1933 and the Securities Exchange Act of 1934 and related SEC regulations; how those laws were affected by the Sarbanes-Oxley Act, the Dodd-Frank Act, and the controversial Jumpstart Our Business Startups (“JOBS”) Act, which created the concept of “emerging growth companies”; and on how securities lawyers can solve practical problems that arise under those laws in the contexts of public and private offerings, SEC reporting, mergers and acquisitions, and other common corporate transactions.

Overview of the integrated disclosure system and the regulatory scheme as a whole, including annual reporting obligations and common triggers of the “duty to disclose”
Registering securities under the Securities Act and exemptions from registration, including recent and proposed changes resulting from the JOBS Act
Reporting under the Exchange Act on Forms 10-K, 10-Q and 8-K, and how the JOBS Act changes that
Regulation of proxy solicitations, including recent rule changes and scaled executive compensation disclosure for “emerging growth companies”
Securities issues confronting corporate “insiders,” including Section 16 reporting and liability, and guidance regarding 10b5-1 trading plans
Liability for securities law violations, including insider trading
Derivatives and structured products: the basics
Securities law issues triggered by M&A and other common corporate transactions
Other public company disclosure issues

Special Feature: Earn up to one full hour of Ethics credit

Banking Law Institute 2012

Wed, 16 Jan 2013 05:00:00 GMT

The banking industry is in the midst of a fundamental transformation of the regulatory framework in which it operates, as well as a shifting of regulatory and enforcement priorities and approaches. These changes, taking place in an environment of continuing global economic challenges, require bankers and counsel who practice in the financial services industry to reexamine basic assumptions about business operations and future trends. With changing regulations on every subject from capital and liquidity to executive compensation, and new and existing agencies refocusing their enforcement priorities, it is critical that financial industry participants understand the sweeping new rules and enforcement priorities that will shape the future of the industry.

At this year’s Banking Law Institute, our expert faculty will provide you with a comprehensive overview of the developing regulatory framework as well as the significant operational and compliance issues facing industry participants and regulators, and provide insight into the future direction and challenges of the new legal and regulatory environment.

Explore key issues and implications of the new rulemakings
Hear how industry players are changing their operations in response to current and anticipated regulatory developments
Survey the changing landscape of M&A in the post-reform era
Understand the scope and focus of likely rulemakings and enforcement priorities of the Consumer Financial
Protection Bureau (CFPB) and the other agencies
Examine important changes to capital requirements

Open Source and Free Software 2012: Benefits, Risks and Challenges

Wed, 16 Jan 2013 08:00:00 GMT

Continuous changes in the legal and technical landscape make it critical for IP, technology and business lawyers to keep abreast of the legal and technical issues presented by the open source paradigm. “Open source” software, which is freely available in the form of operating systems, applications, utility code and programming tools, presents an attractive option. However, use of such software can also expose a company to unexpected and unacceptable obligation and risk, depending on the terms of the license that governs its use and distribution. Some companies have discovered that their programmers’ or suppliers’ use of open source material has placed their own intellectual property assets at risk. Parties to commercial transactions, including financings and corporate acquisitions, have discovered that fundamental assumptions about the value proposition of their deal are materially affected by the use of open source software in the acquisition partner’s product development. This program will address the critical issues that IP, technology and business lawyers need to consider in today’s economy. Armed with this information, you will be better able to help your clients make intelligent choices and decisions about how to take advantage of the benefits and manage the risks presented by open source software.

What is open source software? Why it is so important?
Understand open source licenses in the context of real life issues
Get guidance on how to analyze an open source license and its key provisions
Learn about patents and standards in an open source world
Navigate new business models based on open source software
Get guidelines for effective open source development business practices
Receive best practices for product development and software asset acquisition

Advanced Venture Capital 2012

Wed, 16 Jan 2013 08:00:00 GMT

Understanding current market practice, deal terms and conditions, transaction documents and applicable securities, tax and ethical issues is critical in the venture capital business.

Secondary funds, investment structures and private company trading markets
Corporate governance for venture-backed companies
Corporate investments - M&A rights and other issues
The hottest industries attracting foreign direct investment in Brazil
Exiting venture capital investments

Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments

Tue, 15 Jan 2013 05:00:00 GMT

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty who will focus on current “hot issues,” best practices and practical pointers. 2012 appears headed towards being another interesting year with significant events and uncertainties covering a wide spectrum of matters affecting public company disclosures - including, for example, the JOBS Act; the Dodd-Frank Act mandated rulemaking by the SEC (in particular executive compensation, compensation committees and advisers, conflict minerals and government payments by companies in resource extractive industries); domestic and international economic, political and regulatory uncertainties and developments; and cybersecurity, weather trends, and the continuing convergence towards a global accounting standard. Ethics and whistleblower developments impose even further challenges on both in-house and outside counsel. Our faculty will discuss key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures documents.

Disclosure practices and developments, including under the JOBS Act; recent judicial decisions; and staff comments, views and guidance
Practical how-to guidance on drafting annual disclosure and proxy documents
Updates on current executive compensation disclosures, requirements and practices
Practical guidance on holding a successful annual meeting and interfacing with shareholders
Review of the 2012 shareholder proposal season; what to expect for 2013
Developments on use of social media

New Developments in Securitization 2012

Fri, 11 Jan 2013 05:00:00 GMT

As the securitization world begins to emerge from the financial crisis, it faces an onslaught of new regulation and uncertainty. Many transactions have been downgraded and have suffered unforeseeable losses. Additionally, investor confidence in structured products has been badly shaken. Moreover, many transactions have been subject to restructurings and litigation of various types. Will these reforms be sufficient to restore investor confidence?

At this program, you will receive an intensive and comprehensive introduction and update on what solutions are being pursued in the market and what legislative and regulatory actions and initiatives are underway.

Learn about new legislative and regulatory developments:
- Financial regulatory, securitization and derivatives reform, including Dodd-Frank implementation and rulemaking, and Reg AB II
- FDIC securitization safe harbor reforms
- FAS 166/167 and other accounting changes
- The impact of Basel III
- Rating agency reform; changes in rating agency criteria
- Structured products litigation update
Learn about solutions being pursued in the market and new areas of opportunity:
- Resurgent asset classes and related opportunities
- Vehicle restructurings
- Other financing options
- Resolving disputes between classes of the same issue
- Government sponsored and esoteric ABS

Advanced Compliance and Ethics Workshop 2012

Thu, 10 Jan 2013 08:00:00 GMT

Never in the history of criminal or corporate law has the existence of an effective compliance and ethics program been more valuable to an organization. The enormity of recent criminal fines, the aggressive enforcement of criminal laws against organizations, the extent to which criminal authorities around the world are working together, the risks of civil liability, and the startling speed of communication and the attendant transparency of corporate conduct have together created an environment where the misconduct of employees is more harmful to organizations than ever before. Compliance and ethics programs have become a necessary tool to manage the substantial risks posed by employee misconduct and to assist organizations in grappling with violations when they occur.

Of course, economic conditions continue to create a host of challenges for compliance programs, but they have not diminished government expectations. Indeed, at no time has promoting and maintaining an ethical corporate culture been as challenging and as essential for a company’s survival and success as it is today. At the Advanced Compliance and Ethics Workshop, a distinguished faculty, drawn from major corporations, ethics organizations, law firms, academia, and the government, will give you the tools you need to advance an effective compliance and ethics program. The leading experts in the field will discuss current developments, heightened standards, and practical tips on how to ensure that your company’s compliance and ethics program satisfies the rigorous new standards. Learn about the latest and greatest in the areas of risk assessment, program structure and management, compliance and ethics training and other communications, auditing and monitoring, helpline procedures and implementation, and how to keep senior management and the board informed about and supportive of the program.

Measuring the health of your program: ways to give your program a check-up
How to satisfy the revisions to the Sentencing Guidelines’ definition of an effective compliance and ethics program
Implications of the whistleblower provisions of the Dodd-Frank Act
The UK Bribery Act, the OECD’s compliance program guidance and other critical international developments
Recent developments in compliance and ethics, including Delaware case law on the Board’s duties of oversight and higher expectations for reporting on and documenting your program
Do more with less - adding value to your program despite budgetary constraints
How to conduct and design compliance risk assessments to obtain the most valuable information
Creating a training and communications strategy that meets your organization’s needs but doesn’t break your budget
How to perform effective compliance audits

Trial by Jury 2012

Wed, 09 Jan 2013 05:00:00 GMT

At this unique and popular program, the masters of the bar and the bench come together to give you their valuable insights on jury trials. There is no better way to learn about jury trials than from the attorneys who try the nation’s most important cases and the judges who preside over them. We have assembled the most experienced and respected state and federal judges, as well as many distinguished litigators, to give you their perspectives on jury trials.

Whether you are just embarking on a career as a trial attorney or are very familiar with the inside of a courtroom, this course will give you unique insights into jury trials and the best way to handle them, from opening statements through closing arguments. Our stellar faculty will provide you with proven strategies and tools to successfully handle every phase of a jury case.
Join the masters of the courtroom to learn about:

Selecting the best possible jury for your case
Delivering a persuasive opening statement
Communicating your strongest case through effective direct examination
Conducting a successful cross-examination
Making a compelling closing argument
Addressing the ethical issues that arise during jury trials

PLI's California MCLE Marathon 2012: Current Developments in Legal Ethics - Substance Abuse - Elimination of Bias in the Profession

Fri, 04 Jan 2013 08:00:00 GMT

Satisfy all of California’s MCLE special requirements at this fast-paced and up-to-the-minute program. If your last name begins with a letter from A through G, your MCLE compliance deadline of February 1, 2013 is fast approaching.

The MCLE Marathon, taught by a faculty of outstanding California lawyers and other professionals who are recognized leaders in their field, will conveniently provide all of the California required-subjects that you need:

4 hours of legal ethics
1 hour of prevention, detection and treatment of substance abuse or mental illness that impairs professional competence
1 hour of elimination of bias in the legal profession

You can access the live webcast from your home or office computer and still receive participatory credit. Or, you can schedule a groupcast in your office to make the MCLE required subjects credit available to all your attorneys facing the deadline. If you need more credits to meet your 25-hour total by the deadline, go to www.pli.edu for a full list of upcoming live and On-Demand web programs. Both live and On-Demand web programs qualify for participatory MCLE credit.

How to overcome new challenges in protecting privilege and confidentiality
Strategies to resolve conflicting ethical responsibilities of various jurisdictions
Master recent developments in the law governing attorneys
Techniques to recognize and deal with stress & substance abuse in the legal profession
Opportunities to eliminate bias in the legal profession

Immigration & Naturalization Institute (45th Annual)

Wed, 02 Jan 2013 05:00:00 GMT

This year’s program will examine key immigration trends and hot topics for 2012. You will hear from Washington insiders about what is likely to happen with immigration legislation during this election year. Will anything move on bills eliminating the per-country limit for employment-based cases, or increasing immigration opportunities for high-skilled workers? Will the Obama Administration’s recent actions on business immigration make a difference? Will adjudications at the agencies become more restrictive if we have a new Administration? What can we expect from the Department of Labor - more supervised recruitment, fees, etc.? What can employers expect with regard to ICE enforcement and Fraud Detection and National Security (FDNS) activity during the election year - and if there is a change in administration?

Join us at this year’s Institute to hear an outstanding faculty of top-level government officials, along with leading practitioners in the field, to discuss recent reforms and developments that impact your practice. Topics will include new immigration initiatives in Washington and around the country, immigrant and nonimmigrant processing issues, and new laws and policies related to enforcement.

Legislative update - the evolving efforts at immigration reform: what happens next?
L-1B adjudications at USCIS and the Department of State - will stakeholder input help?
Trends in U.S. Citizenship and Immigration Services Adjudication - for better, for worse
H-1B cap analysis for FY 13, and a look forward to FY 14
PERM adjudication - where is it moving - what triggers audits and supervised recruitment?
State legislation, E-Verify changes, employer sanctions and interior enforcement - are there 4th Amendment issues?
The President’s initiative on “DREAMERS”

Communications Law in the Digital Age 2012

Fri, 28 Dec 2012 05:00:00 GMT

The world of communications and media law is robust with change, and this program, long recognized as the most comprehensive in its field, will highlight the hottest issues and case law in media, digital communications, intellectual property and privacy law. Reflecting an increased focus on the legal ramifications of an increasingly digital media environment, the program features a remarkable faculty comprising the country’s leading practitioners and in-house First Amendment and media law counsel. Providing you with the strategic and practical knowledge needed to keep apace in this constantly changing practice area, this program is not to be missed.

Regulatory initiatives in privacy and data protection, both in the U.S. and abroad
First Amendment issues arising in the context of the Internet, other digital speech, and traditional media
Reporters privilege and media liability updates
Hot topics in intellectual property practice
Essential updates regarding the right of publicity
New Topic! Social media issues for the communications lawyer

Special Feature

Earn one full hour of ethics credit! Lunch will be provided prior to the presentation.

Tracking and Targeting Customers and Prospects Online, on Mobile Devices, and in Social Media 2012

Wed, 26 Dec 2012 08:00:00 GMT

Tracking consumers online is both standard and controversial. Nearly every consumer-facing website and app collects and uses this type of data, and there are hundreds of vendors out there to assist them. As technology has advanced, so have the business models. The data collected - often just anonymous unique identifiers and segments of potential interest - are used for advertising, personalized content, and analytics and site optimization. However, with all of this advancement and revenue at hand - online and mobile advertising alone was an $8.4 billion dollar industry in the first quarter of 2012, up 15% from the same period in 2011, with social media ad spending expected to reach $4.8 billion in 2012 - brands and their vendors are operating in an area of regulatory uncertainty. The FTC has proposed best practices, but sued those that have stepped over the line; the press has called out companies for data uses that they may not have considered to be improper; class action lawyers are as active as they have been in over ten years; and regulators around the world are looking to apply new standards to traditional tools like cookies.

Please join us as leading practitioners and industry experts explore the cutting-edge legal concerns in online tracking and targeting. What are the regulators around the world calling for? How is the market reacting? What are common practices and what are outliers? What are class action lawyers looking for? What kinds of issues interest the press? And by the way, how does all of this work? Ultimately, how can companies protect their brands while taking advantage of some of the most common tools available? How can brands adopt new business models that emerge like dandelions and promise more revenue and better consumer engagement?

How it works: the mechanics of advertising online, on mobile devices, in apps, and on social media sites
Special issues for social media, including the use of plug-ins, apps on social media platforms, advertising on social media sites, and understanding and complying with the latest social media and mobile platform terms and rules
Self-regulation in the online, mobile, and social media environments - recent developments and practical tips
Fact patterns that have resulted in bad PR, government enforcement, and private litigation
How regulators around the world are addressing tracking and targeting
Practical tips for handling real-world issues

Commercial Real Estate Institute (14th Annual)

Fri, 21 Dec 2012 08:00:00 GMT

As commercial real estate slowly recovers from the recession, practitioners will need a broad skill set to achieve and maintain a viable real estate practice. This program helps practicing attorneys enhance traditional transactional skills, and develop workout and enforcement skills, so that they can help their clients regain their footing more quickly.

Negotiating purchases and sales, and closing complex commercial transactions, in this environment
Dealing with more cautious lenders, and finding the right lending balance, including a mock negotiation
Real estate litigation in a nutshell: a toolkit for transactional lawyers
Issues in availability of title coverage in a more consolidated title industry
Property and liability insurance coverage and risk management
Cutting-edge commercial leasing tips from both landlord and tenant perspectives
What you and your clients need to know about commercial bankruptcy

Plus

Greening leases, integrated project delivery construction contracts, and much more practical advice from experienced attorneys in the nation’s leading law firms!
A discussion of ethical issues facing real estate attorneys

Securities Regulation Institute (44th Annual)

Wed, 19 Dec 2012 05:00:00 GMT

PLI's Annual Institute on Securities Regulation has become the most highly anticipated annual review of the current state of securities, financial regulation, and corporate law and practice. We are pleased to co-chair the 44th edition of this important event, and to present you with this year’s agenda. As always, we strive to bring you the most up-to-date information in response to the many developments of the past year. We continue to see significant changes in the securities laws field - as a result of the enactment of the JOBS Act, changes to the IPO process, ongoing implementation of the Dodd-Frank Act, other developments in capital formation, governance and disclosure practices, and continued aggressive enforcement efforts. The Institute will provide you with a practical look at today’s issues and provide important information and insights that you need.

As always, the Institute's stellar faculty, from private practice, investment banking, accounting firms, the judiciary, academia and government oversight agencies, will put the developments of the past year into proper perspective and prepare you for 2013 and beyond. Panelists will share their unique insights and experiences with you and offer practical strategies and solutions in the form of best practices, that will help you perform successfully in today’s continually evolving corporate, financial and regulatory environment.

We invite you to join us in New York City for PLI’s 44th Annual Institute on Securities Regulation. If you can't attend in person, PLI will provide a Live Webcast of the Institute. Web attendees may choose between streaming audio or video and have access to the downloadable, electronic version of the Course Handbook. If you’d like to broadcast the Institute directly to your organization for group viewing, send an e-mail to the Groupcasts Department at groupcasts@pli.edu to make the arrangements.

We have no doubt that PLI's 44th Annual Institute on Securities Regulation will be the most important and comprehensive securities conference you can attend this year. We are pleased to join PLI in providing you with the best and most current content and strategies for making your practice everything it can be in the service of your clients and company. We look forward to seeing you in November.
We have structured the Institute panels to offer you the most comprehensive and practice-oriented sessions possible, focusing on the most pressing issues of the day in the most critical areas. Our goal is to assist you in making sense out of the current business and legal climate and changing regulatory environment while highlighting best practices that you can use in the service of your clients or company. We look forward to lively and informative discussions during this year's panel topics:

Day One

Jumpstarting Capital Formation - The New Legislation and Other Developments
The New IPO Process - Preparation, Execution, Completion
Update from the Division of Corporation Finance
Minding Your Knitting - Ongoing Disclosure and Compensation Challenges

Day Two

General Counsel Roundtable
Dealing with Challenging Corporate Problems - Hypothetical Scenarios
Q&A Picnic Lunch with the SEC Staff
Governance Challenges - Moving Away from “Whack-a-Mole”
The Changing World of Accounting and Auditing - No Lawyer Left Behind

Day Three

Enforcement Roundtable
Ethics: Dealing with Whistleblowers and Investigations
Private Securities Litigation
Delaware Law Matters
M&A Returns: Friendly and Unfriendly Deals

At the conclusion of each panel you will receive a list of practical take-away points that you can bring back to the office and use while guiding your clients or company through these challenging times.

10 Reasons Why You Will Absolutely Want to Attend PLI’s 44th Annual Institute on Securities 10 Regulation

1. Receive up-to-the-minute information and analysis of the current state of securities, financial regulatory, and corporate law and practice at the longest-running, highest-quality Institute anywhere, and ensure that you are equipped with the most current and practical strategies and solutions for today's most pressing issues.
2. Hear Keynote Addresses by John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia University Law School, and Alan Murray, Deputy Managing Editor, Executive Editor, Online, The Wall Street Journal, as well as a Special Address by James R. Doty, Chairman, PCAOB, along with practically oriented presentations from an outstanding faculty of over seventy experts drawn from private practice, corporations, accounting firms, investment banking, institutional investors, the judiciary, academia and the government, including the U.S. Securities and Exchange Commission; U.S. Attorney’s Office, Southern District of New York; Public Company Accounting Oversight Board; Delaware Court of Chancery; and Delaware Supreme Court.
3. Get information you can use. Hear practical commentary from the panels, and receive a list of take-away best practices at the conclusion of each panel that you can use as a reference and implement in your daily practice.
4. Increase your value as an adviser, no matter what your practice level: Whether you are an associate, senior partner, general counsel, or in-house practitioner, this Institute will offer you the information you won’t get anywhere else.
5. Ask your most pressing questions and receive answers from senior staff of the Securities and Exchange Commission’s Division of Corporation Finance at the annual Q&A Picnic Lunch on Day Two of the Institute.
6. Stay up-to-date with topical panels, including several new sessions: Jumpstarting Capital Formation - The New Legislation and Other Developments; The New IPO Process - Preparation, Execution, Completion; Ethics - Dealing with Whistleblowers and Investigations
7. Get the important in-house perspective during the panel sessions, including the General Counsel Roundtable. Hear from a diverse group of companies throughout the program, including: American Express Company; Avon Products, Inc.; Bank of America Merrill Lynch; Deutsche Bank; Fusion-io; General Electric Company; Morgan Stanley; Pfizer Inc.; and TIAA-CREF.
8. Receive a two-volume reference guide and booklet of best practices on securities and corporate law issues, “dense with useful information,” that you will refer to throughout the year.
9. For those attending in person, the opportunity to network with over a thousand of your colleagues from the finest firms and corporations nationwide and receive CLE, CPE and CPD credit for your attendance (including two hours of ethics CLE credit!)
10. Satisfaction Guaranteed: If you are not completely satisfied with the return on your investment, your money will be refunded in full.

Nuts and Bolts of Corporate Bankruptcy 2012

Tue, 18 Dec 2012 08:00:00 GMT

Businesses in financial distress are not an unusual sight these days, and as a result, it is essential for attorneys of all levels and in all practice areas to become familiar with the fundamental tenets of bankruptcy law. Whether you are just starting out in your career, thinking about broadening your practice area to include this field, or want to be able to spot the issues when advising your clients, this program will provide you with an essential foundation. Hear from a premier faculty of experts who will arm you with the practice tips and basic concepts every bankruptcy attorney needs. Learn how to guide your clients through this complicated process, and find out what questions to ask your clients. Learn when it is time for a distressed company to consider bankruptcy and discover when reorganization is an option. This course is perfect for attorneys who want to learn or re-learn how to counsel their clients on bankruptcy issues in the most effective manner.

Overview of the bankruptcy system
The role of the debtor in possession, trustee, creditors’ committee, examiner, and chief restructuring officer
Options available to a financially troubled company
The timeline for bankruptcy filings and steps involved
Collection enforcement actions against a company that files Chapter 11
Secured claims and claim priorities
Bankruptcy and unexpired leases, executory, and other contracts
Preference and fraudulent transfer avoiding powers and how to prosecute and defend them
The Chapter 11 Plan: Drafting, solicitation and confirmation
Rights and remedies of creditors in Chapter 11 bankruptcy cases
Procedural requirements for debtors, creditors and their attorneys in bankruptcy
Bankruptcy professionals and the requirements for their employment and compensation
The company after bankruptcy
Earn one hour of Ethics credit!

Ethics and Law Department Management 2012

Tue, 18 Dec 2012 05:00:00 GMT

Join us as we examine the ethical issues confronting in-house law departments in the second decade of the 21st century. While reducing outside legal spending remains a top priority, there is now increased pressure to become more productive. With total legal spending remaining flat or slightly decreasing, more is required with less. This pressure for increased productivity can lead to failure to meet ethical and legal requirements in managing litigation, preserving documents, hiring and retaining the best legal expertise, and retaining the best outside law firms. At this exciting new program, our expert faculty of in-house counsel, related professionals, and outside counsel will share their best tips and practices for dealing with these critical issues.

The basics of law department management
Strategic planning
Working with your Board
Lines of reporting
Technology, document management, e-discovery
Onshoring/offshoring
Temporary legal staffing
Project management

Think Like a Lawyer and Ask Questions Like a Geek: Understanding Cybersecurity, Social Media and Mobile Technology 2012

Mon, 17 Dec 2012 05:00:00 GMT

For many lawyers, addressing legal issues arising from a client’s use of technology or negotiating contracts for technology services, like mobile apps, have become a routine part of daily practice. Lawyers, who often have no technical training, are required by court rules to report on their client’s technology infrastructure so that a judge may address electronic discovery issues. The rapidly changing world of technology requires that lawyers become secure in their understanding of the technology which underlies these issues.

A mastery of the technology underlying critical legal issues gives a lawyer a decided advantage in dealing with a technology-driven client and even more so in negotiating with an adversary. Deals are completed more quickly and properly cover the critical issues. Litigation is more efficient and discovery can become more focused.

This unique program is designed to give every lawyer a sound foundation in the complex technologies which shape the Internet, corporate data systems and mobile computing. It will present extraordinary sessions combining experienced technology lawyers with industry hi-tech experts. Those attending will learn the technical issues necessary to lead their clients through the minefields that are often created when technology intersects with the law. You will hear simple and direct explanations of current technologies, including: ways in which the Internet creates risks to personal privacy; the tricks hackers use to compromise corporate, government and personal data; how cloud computing works and why is it displacing the business data center; how location-based technology is changing the advertising industry; and how social networks track millions and millions of users each day.

How limitless quantities of data are stored via cloud computing
How hackers attack corporate and government data systems
Techniques for defending data systems from cyber attacks
Why the SEC is interested in disclosure of cybersecurity issues
How mobile computing creates the opportunity for location-based services and promotions
The systems behind delivery of digital media, including movies, books and music
The technology supporting a social network’s vast quantities of personal data

Intellectual Property Law Institute 2012

Fri, 07 Dec 2012 08:00:00 GMT

PLI’s Intellectual Property Law Institute is a “must-attend” program for IP lawyers. This program provides a complete analysis of key events in all areas of IP, including updates on cases, legislation and government agency developments that IP lawyers need to know.

A highlight of the program will be a panel of in-house IP counsel from prominent companies discussing the many facets of dealing with IP and related issues in a global context and suggesting some best practices and strategies. Plenary sessions will treat the issues in cloud computing; the problems associated with the large-scale acquisition of patents; the interface between copyright law and contract law; the growing conceptual tension between providers of information technology and the providers of media content; developments in trademark law; trade secret law update; and ethics for the IP lawyer (one full hour credit).

This year’s program will feature four breakout sessions, each with three current topics, that will focus respectively on copyrights, licensing, patents, and trademarks. Among the breakout topics will be a comparative discussion of IP licensing in the U.S., Asia and Europe; a discussion of revisions to the Patent Statute (the America Invents Act) after one year; recent developments in divided infringement and secondary liability for infringement; the implications of license terminations under Section 203 of the Copyright Act and the closely watched Rosetta Stone v. Google keyword case. (Webcast viewers will view the 1:30 p.m. Copyright breakout session and the 3:30 p.m. Patent breakout session.)

The latest updates in the law of patents, copyrights, trademarks, and trade secrets
Pending legislation regarding online piracy
How to purchase and manage the acquisition of patents or other IP
The proof problems in divided infringement and induced infringement
Which IP issues you can, and which you cannot, expect to control with a contract
Effective techniques for combating counterfeiting
Problems in cloud computing and how to ameliorate some of them
The latest developments in trademark law

Special Features

In-house panel providing guidance on managing IP and related issues internationally
Four separate breakout sessions
Complete overview of IP law
Earn one full hour of Ethics credit

Broker/Dealer Regulation and Enforcement 2012

Wed, 05 Dec 2012 05:00:00 GMT

More than three years since the financial crisis erupted, there continues to be heightened regulation and enforcement of the securities laws - by the DOJ, SEC, CFTC, states and SRO’s. A number of significant rules have been promulgated in the last year to implement various provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in 2010, while other rules have been proposed but not yet finalized. The Dodd-Frank Act, and the rules implementing it, have significant implications for broker-dealers. At the same time, substantial enforcement activity has garnered record performance metrics, including increases in the number of actions brought and sanctions imposed. Consequently, broker-dealers and their compliance and legal personnel will continue to be presented with unique challenges in the coming year. This program brings together a distinguished faculty of regulators, industry experts and leading practitioners to discuss issues that will help you keep up with the changing landscape of the business and its regulatory oversight.

What are the current regulatory issues being addressed by the regulators?
What are the current examination and enforcement priorities of the SEC, CFTC, SROs and state regulators?
How have the SEC, SROs and states fared over the past year in litigated matters?
What are the major cases impacting broker-dealers?
What are the regulatory and enforcement challenges faced by in-house lawyers and compliance officers, and what are their strategies for minimizing their firms’ regulatory exposure?

Employment Law Institute 2012

Tue, 04 Dec 2012 05:00:00 GMT

PLI’s annual Employment Law Institute combines a comprehensive review of case law and regulatory developments, an in-depth analysis of emerging issues, and best practices to maximize employment law compliance, mitigate legal risk and achieve business objectives. The faculty is comprised of nationally recognized management and plaintiffs’ attorneys, in-house counsel and government enforcement agency officials who share their perspectives, insights and experiences.

The Year-in-Review: the important federal and state case law and regulatory developments
Newest developments in employment law class actions, including the latest issues on class action waivers and their enforceability
Latest wage and hour developments: substantive law and litigation
Managing leaves of absence: FMLA, military and other types of leave
The emerging law on social media in the workplace: privacy considerations and the implications of social networking sites and employee blogging
Recent developments under the ADA/ADAAA, including an analysis of the accommodation process
Employees, independent contractors and contingent workers: the developing law
Retaliation and whistleblower claims: legal and practical issues
Strategies for successful alternative dispute resolution and settlement of employment law claims
EEOC’s current focus

Advanced Patent Licensing 2012: Current Developments and Best Practices

Mon, 03 Dec 2012 08:00:00 GMT

In the current economy, more and more companies are seeking to monetize their patent portfolios. Thus, understanding patent transactions has never been more important. Experts in patent licensing will cover recent legal developments; techniques for drafting agreements for patent licensing, purchases and sales; and practical advice on negotiation and enforcement considerations.

Recent legal developments and practice tips
Extensive commentary from 5 leading practitioners on actual license provisions
How to discourage licensees from challenging the validity of licensed patents
New strategies in light of Quanta, MedImmune and SanDisk and their progeny
The critical differences among different types of patent transactions
Creating win/win patent licenses
Controversial provisions and how to negotiate them
Drafting to avoid unenforceable agreements
Patent and/or license enforcement considerations
U.S. vs. foreign licensing considerations
Ethical issues in licensing negotiations

Negotiating Commercial Leases: How Owners & Corporate Occupants Can Avoid Costly Errors 2012

Fri, 30 Nov 2012 08:00:00 GMT

Leases are the building blocks of value for all real estate, and whether your client is entering into a lease, acquiring a leasehold, purchasing a Ground Lease or investing in or lending on properties, knowing the “Commercial Lease” in and out is a must. Knowing the current commercial leasing market trends, hot topics and current schemes is the most important investment one can make. Leases are long-term investments and your client or company expects you to make the best deal in order to avoid unusual risks. Your client is depending on you to preserve the investment in difficult “risky” times. Knowing “what’s hot and what’s not” can help you be on the “cutting-edge” of the current market negotiations. Do you know how to negotiate true “recognition” agreements and protect the lease and all the rights under the lease from dilution of superior interests or being “wiped out” in the event of financial difficulty affecting the building or owner? Can you lead a “workout” of a troubled lease or landlord, or negotiate a lease conversion to equity and deed with purchase money financing and protecting the interest? The more favorable the lease terms for the tenant, the higher the risk of later dilution of rights, title losses or higher difficulty of “closing the lease” in the first instance. And for equity participation or ownership conversion leases, the risks of loss and needs for technical protections are paramount.

This popular program will help you to develop the bargaining and drafting expertise as well as the negotiation techniques required to avoid unnecessary risk and hidden charges, non-market limitations on company operations and costly errors, and to place your client, the owner or occupier of commercial real estate, in the most advantageous position in what is essentially one of the most challenging real estate markets in thirty years. With the market improving, now is the time to learn to how to maximize your long-term value and turn a lease into an investment.

Evaluation of the equity conversion lease transaction to ownership and the additional need of protections from “springing superior interests” and obtaining the “durable true recognition” agreement.
Addressing and mock negotiation of hot and current “big ticket” items of costs and risk in construction of the leased premises.
Discussions and practice tips on “The Troubled Lease Workout and Landlord Failures” - securing the Landlord’s performance and security for owner cash flow obligations.
Practice tips - tenant’s filing of alterations plans “triggering” violations and compliance obligations with pre-existing but deferred building, fire and safety laws.
The history and practical use of “Good-Guy/Bad-Guy” off-balance sheet guaranty - hidden backdoor liability.
Current Market Update! Ownership costs, including repair, insurance and compliance responsibilities and how to shift them back to the owners/landlords.
Hot practice tips for retail malls with low occupancy/operations levels - “take a test ride” under pre-leasing occupancy and build-out early delivery agreements.
Practical real estate transactional-based ethical considerations.

Representing the Games Industry Client 2012

Wed, 28 Nov 2012 08:00:00 GMT

The videogame industry has emerged as a leader in home entertainment, rivaling recorded music, television and motion pictures for the consumer entertainment mindshare. Intellectual property, including videogames, has become one of America’s leading exports in the 21st Century. The emergence of the Internet, Facebook and other social platforms and destinations, Apple iOS, Android, Windows Mobile and other digital delivery vehicles, and the explosive growth of casual and social gaming, have broadened the reach and audiences for games far beyond videogame consoles and personal computers. Any lawyer who represents creators of content, developers of technology or other intellectual property should have a basic understanding of current business and legal issues and practices in this dynamic field.

The parties to the deal - multiple interests are the norm, not the exception, in games deals
Understanding and negotiating key IP issues
Deal terms found in every developer-publisher game development negotiation
Licensing developer “tools and tech” - how far should rights granted to a game publisher extend?
Termination clauses in game development contracts - when the deal ends early
Subcontracting and outsourcing: securing sufficient IP rights from your off-shore suppliers
Monetizing games - a developer’s and a publisher’s view of the issue
Contests and promotions - what is legal and what is not?
Games of skill vs. games of chance: when are your games violating anti-gambling laws?
Privacy issues and social games: does your online privacy policy meet the latest requirements; special considerations in marketing to children (COPPA)
Data security - what is required? Making sure you’re in compliance with the law
The End User License Agreement, Terms of Service and Privacy Policy. Making all three of these legal documents work for your client’s business objectives
User-generated content: applying the DMCA “safe harbor” provisions to user-generated games content
Financing game development and distribution - methods and strategies to raise or source capital for game development and publishing
Eavesdrop on a financing negotiation between a would-be start-up and potential equity partners

Advanced Swaps & Other Derivatives 2012

Wed, 28 Nov 2012 05:00:00 GMT

The Dodd-Frank Act establishes a novel, comprehensive framework for the regulation of over-the-counter (OTC) derivatives and the market participants who transact in these products. The far-reaching effect of the Dodd-Frank Act upon the OTC markets is only now becoming clear.

The new regulatory regime touches the activities of all participants in the swaps markets, from end users to major swap participants to swap dealers. The new regulations will also affect a broad range of market facilities from clearinghouses to exchanges, to newly-conceived swap execution facilities and swap data repositories.

The Dodd-Frank Act imposes registration requirements, mandatory clearing and trading requirements, margin requirements, capital and business conduct standards, and transaction and position reporting, as well as limitations on swap positions.

The legislation also establishes new limitations on the scope of derivatives and proprietary trading activities that may be conducted by certain financial institutions.

At this program, our distinguished faculty will provide a comprehensive overview of the new regulatory framework for OTC derivatives and derivatives market participants, and explain how the new regulatory framework will affect these products, the structure of the market for these products and market participants. The program will also cover documentation issues, and recent developments in tax, accounting and litigation related to OTC derivatives, as well as professional responsibility issues associated with derivatives.

A comprehensive analysis of the new regulatory framework for OTC derivatives:
- Who is required to register and as what?
- How is cross-border activity covered under the new regulatory framework?
- What are the new mandatory clearing and trading requirements?
- What are the new reporting requirements?
- What are swap execution facilities?
- Who must be regulated as a swap execution facility?
- What are the new margin requirements and to whom do they apply?
- When must swap dealers be registered as futures commission merchants?
- How will banks and their affiliates be affected by new limitations on derivatives and proprietary trading activities?
- What are the new position limits applicable to OTC derivatives?
- What changes have been made to existing insolvency law?
- How will the amended federal commodity and securities laws affect brokers, advisors and funds transacting in OTC derivatives?
Significant issues relating to credit, equity and commodity derivatives
Recent litigation developments related to derivatives
Tax and accounting developments applicable to derivatives
Professional responsibility and derivatives

Fundamentals of Swaps & Other Derivatives 2012

Mon, 26 Nov 2012 05:00:00 GMT

Over-the-counter (OTC) derivatives are key elements in many of our financial markets. The Dodd-Frank Act is substantially changing how these important instruments are regulated and transacted. This program will introduce you to both the instruments and their new environment.

A derivative is a financial instrument that allocates the risks and price exposures associated with a designated reference asset or entity between the parties thereto. Derivatives can provide price exposure or price insulation to changes in the price or level of an open-ended range of assets or baskets of assets, including indices, stocks, interest rates, currencies, bonds, commodities, insured risks, credit risks, investment funds, property, the weather and more. Derivatives are used in an infinite variety of ways by commercial, charitable, educational and governmental entities to manage the commercial and financial risks they confront. OTC derivatives have been bilaterally traded for many years. They are now becoming subject, in some cases, to required clearing and possible exchange-type trading. An understanding of the characteristics, documentation and regulation of these instruments is the first step to effective lawyering.

At this program, our distinguished faculty will explain what OTC derivatives have been, what they are becoming and how they are documented. The faculty will also provide an overview of the new regulatory framework for OTC derivatives and OTC derivatives market participants and explain how the new regulatory framework will affect these markets and market participants.

What are OTC derivatives?
What are the basic features of fixed income, credit, equity and commodity swaps?
How are derivatives commonly traded today?
What changes in trading methods are coming?
What is the ISDA Master Agreement and how does it work?
What additional documentation is appearing in response to market changes?
How will OTC derivatives be regulated?

Pocket MBA Fall 2012

Fri, 23 Nov 2012 05:00:00 GMT

An understanding of key accounting, financial and economic concepts, principles and terminology will contribute to your ability to interact with and advise your clients with their critical issues. The ability to identify and appropriately use financial and accounting information is relevant to a wide range of legal and regulatory matters for both external and in-house attorneys. Litigators and transactional attorneys alike will benefit from this practical course designed specifically for the non-accountant attorney and taught by members of the nation’s top accounting, tax and advisory firms, major alternative asset managers and investment banks and leading law firms.

Case studies will be employed throughout the program to provide you with a practical perspective on how business transactions impact financial statements and offer “hands-on” experience with performing financial ratio calculations and analysis, comparisons of different capital structures, effective use of financial statement disclosures and footnotes, legal issues and use of valuations in M&A litigation, and more.

Review and refine your knowledge and understanding of foundational finance, accounting and economics terminology and principles
Enhance your ability to “navigate” and understand the basic financial statements - the balance sheet, income statement, cash flow statement and statement of owners’ equity
Become more familiar with “core” accounting concepts like mark-to-market/fair value accounting, cash vs. accrual accounting, impairment assessments, revenue recognition, and valuation methodologies
Examine key corporate finance concepts, including financial ratios and analysis
Expand your perspective on international accounting and finance considerations

Judges' Pet Peeves 2012: Tips from the Bench on Trial Practice

Fri, 16 Nov 2012 05:00:00 GMT

Do you wonder what the judges really think about your case? At this candid program, you will hear - directly from the judges - how they view trial practice and how lawyers can help (or sabotage) their cases.

Based on a hypothetical, a panel of state and federal court judges and attorneys will discuss:
- Appropriate civil litigation techniques, including how to build credibility with the court
- Effective pleadings
- Do’s and don’ts of motion practice
- Effective written and oral communication with the court
- Conducting discovery
- The trial
- Civility and ethics issues: suggestions for handling the “uncivil” adversary

Hot Issues in Executive Compensation 2012

Thu, 15 Nov 2012 05:00:00 GMT

As the economy shifts and the legislature, SEC and shareholders respond, the design, implementation and disclosure of executive compensation undergoes continual change. At this program, experts in the area - from major corporations, the SEC, the IRS and shareholder activist groups, as well as from leading law, and consulting firms - will lead you through the emerging best practices and the current reactions to the changing landscape.

Changes in the legal, tax and regulatory landscape
Developing practices under the new Say-on-Pay regime and a proxy season wrap up
Current compensation practices, structures and levels
The role of risk management in incentive compensation
Developing best practices in executive compensation and succession planning
Corporate governance, compensation committee best practices and shareholder activism
Changing practices in employment agreements, severance and golden parachutes
New approaches in equity compensation, performance goals and clawbacks
Global regulations: structuring compensation for multinational corporations

How to Effectively Prosecute AIA Post-Grant Proceedings 2012

Wed, 14 Nov 2012 08:00:00 GMT

The America Invents Act (AIA) post-grant proceedings effectively hybridize patent litigation and prosecution practices to yield new procedures to challenge or reinforce granted patents. The U.S. Patent and Trademark Office (PTO) rules to implement the AIA will be fully effective by September 17, 2012.

Join our expert, experienced faculty of in-house and law firm attorneys, as well as senior PTO officials, to learn what you must know to succeed in the new environment.

This seminar details the diverse skill set necessary to critically evaluate, file, and effectively prosecute these proceedings. Take away what you need to know to file and respond to petitions and conduct discovery, motion practice and trial before the Patent Trial and Appeals Board.

Master the new post-grant proceedings for resolving patent disputes
Updates to the rules and legislation relevant to the new post-grant proceedings
When to use the new post-grant review, inter partes review, and transitional program for covered business method patents
Understand derivation proceedings and supplemental examination
The new role of ex parte reexamination
Budgeting time and money for these new proceedings
The new definition of prior art
Strategies and tactics for patent trial and appeal board practice: pre-trial preparation; the use of experts; discovery; motion practice; oral hearings; and appeals

Corporate Counsel Institute 2012

Wed, 14 Nov 2012 05:00:00 GMT

There’s always something new coming along to keep corporate counsel on their toes, and indeed, even awake at night. The role of the corporate counsel continues to evolve to meet new challenges in relation to an increasingly global economy, recent financial turmoil and continually changing new technologies. It is essential for all corporate counsel to be informed of the latest issues and possess effective, budget-conscious strategies for managing both the legal and practical business matters of corporate law departments.

Guidance for managing cyber theft and other data protection and privacy law concerns
Pointers on preparing for patent warfare, trolls and other IP issues
Effective strategies for advising the Board on: crisis management, executive misdeeds, activist shareholders, and corporate transactions
Enterprise risk management: explore real-world successes - and failures
Navigating the impact of the European sovereign debt crisis on multinational companies
General Counsel under scrutiny: as targets of investigations, attorney-client privilege, executive compensation and related disclosures, insider trading risks, and reserve/accrual issues

Special Features

Lunch with keynote presentation
Network with General Counsel from leading corporations

White Collar Crime 2012: Prosecutors and Regulators Speak

Tue, 13 Nov 2012 05:00:00 GMT

For more than a decade, white collar enforcement has been a top priority for the Justice Department, the SEC, and other prosecutors and regulators. The government has targeted a wide range of business organizations and, in recent years, has focused heavily on prosecutions of individuals. The focus on individuals has led inexorably to more trials, and the past year has seen some notable successes and failures for the government. In today’s world, white collar investigations often transcend international boundaries. In addition, Congress has given the government new statutory authority, including Dodd- Frank, the STOCK Act, and increased white collar penalties. Prosecutors continue to use aggressive investigative techniques such as wiretaps, search warrants, and confidential informants.

This unique and well-established program, now in its fifth year, will give you the background and tools necessary to deal with white collar cases and civil enforcement actions, and to design and implement effective compliance and risk management strategies. You will hear directly from current and former high-level officials in many of the country’s top enforcement agencies - including the U.S. Attorney’s Offices for the Southern and Eastern Districts of New York and the District of New Jersey, the Department of Justice Fraud Section, the U.S. Securities and Exchange Commission, the Manhattan District Attorney’s Office, and the U.K. Financial Services Authority - as well as federal judges and leading defense practitioners about the current and future priorities for the government and the practical implications for your company or clients.

Current enforcement priorities, including an assessment of trends and significant cases over the past year
The reasons the government is attempting to hold individuals accountable, and how to deal with investigations focusing on individuals, as opposed to business organizations
Takeaways and lessons learned from recent white collar trials
The continuing expansion of cross border investigations - often in areas other than the FCPA

Drafting Securities Filings 2012

Fri, 09 Nov 2012 05:00:00 GMT

This workshop will analyze in detail the principal forms and certain drafting issues and techniques used in filings with the SEC under the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”), with particular emphasis on the mechanics of and timing for assembling particular filings. Recent legislation, including the controversial Jumpstart Our Business Startups (“JOBS”) Act and recent and proposed rule changes affecting disclosure obligations will be addressed as part of the topics covered.

Overview of the disclosure cycle and the integrated disclosure system; Regulation S-K
Exchange Act registration and reporting, including Forms 10-K, 10-Q, 8-K and more
Securities Act registration statements, including discussion of eligibility, the drafting process, incorporation by reference, “experts,” consents and shelf registration
Securities Act Section 5 - the communication rules and related filings
Broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process, as well as year-end timing and filing issues
Securities filings used in mergers, acquisitions and other significant corporate transactions
Section 16 filings
Mechanics and implications of risk disclosures in both Securities Act and Exchange Act filings
Review procedures in the SEC’s Division of Corporation Finance
The JOBS Act and continuing issues in securities filings resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act

Special Features

Earn one hour of Ethics credit
Earn Skills credit

Patent Litigation 2012

Fri, 09 Nov 2012 08:00:00 GMT

Rapid changes in patent law make it necessary that, whether you are plaintiff’s or defendant’s counsel, you are up-to-date on the current state of the law and can quickly develop successful litigation strategies and tactics. This program is taught by a faculty of both outside and in-house lawyers who have earned national reputations in patent litigation by trying and managing a wide variety of bench and jury patent trials, and provides comprehensive coverage of every phase of a patent lawsuit. Through lecture and demonstration, you will be able to hone your patent litigation skills in just two days.

The program schedule has been totally revised, based on comments from prior year attendees at this popular annual program, and many new sessions have been added to address hot topic developments over the last year.

An expanded opening session focusing on recent case law, as well as the effect on patent litigation of the America Invents Act
An in-depth exploration of growing joint/multiple infringement litigation
The still-evolving law of the patentability of business methods and what constitutes a business method two years after Bilski
Strategy and tactics in reexamination and post-grant review proceedings
The new rules promulgated by the PTO after enactment of the America Invents Act to implement the changes in the law and the new PTO procedures created by the AIA
Current trends in patent damages in the post-Uniloc environment
The wide array of pretrial motions relating to: adequacy of pleadings; jurisdiction/venue; evidentiary issues; and substantive issues, that determine where a case will be tried, if a case is tried, what issues will be tried and what evidence will be considered

Special Features:

Direct and cross-examination of a technical expert at trial
Ethical issues in patent litigation: one hour of Ethics credit!

"Bet the Company" Litigation 2012: Best Practices for Complex Cases

Tue, 06 Nov 2012 05:00:00 GMT

What is “Bet the Company” litigation? This fast-paced, high-stakes, complex litigation can involve securities law, intellectual property, mass torts, products liability, antitrust and other substantive areas of law. When regulatory investigations arise and overlapping cases are filed in multiple state and federal jurisdictions around the country, matters can become even more complicated. The very existence of your client’s company and livelihood can be at stake.

The presence of multijurisdictional legal, business and technology issues requires sophisticated case management skills and techniques. This program brings together the experienced practitioners who litigate these cases and the judges who rule on them to provide you with the most up-to-date intelligence on proven strategies and tools. Panelists will include both defense and plaintiffs’ counsel experienced in multijurisdictional litigation, regulatory attorneys who handle complex investigations, distinguished judges, and in-house counsel.

New developments in the law relating to removal from state to federal court and remand back to state court
The current regulatory landscape and how it can overlap with complex litigation
The “View from the Bench”: experienced judges share their insights on the intricacies of “Bet the Company” cases
Successful strategies for mediation

Special Feature

Understanding the new world of litigation financing, and its related legal and ethical issues

Electronic Discovery Guidance 2012: What Corporate and Outside Counsel Need to Know

Mon, 05 Nov 2012 05:00:00 GMT

New questions constantly arise about how to effectively and fairly handle the potentially overwhelming demands and costs of e-discovery in litigation. This program will provide an overview of the development of e-discovery law and a look to where that law is heading. An outstanding faculty of experienced lawyers, judges, and e-discovery professionals will provide an inside look at the current state of e-discovery, give tips for avoiding pitfalls litigants have encountered in the years since the passage of the federal rules, and discuss important ethical issues in light of recent court decisions imposing discovery sanctions and outlining the duties of outside and in-house counsel.

This seminar is designed to provide counsel with the understanding necessary to advise clients on state, federal and international e-discovery strategic and technology issues. You will take away practical strategies you can use when you are called upon to provide guidance on e-retention policies or e-discovery.

Review the latest legal developments in e-discovery
Hear from judges, in-house counsel, outside counsel, and others facing the myriad of e-discovery issues that can arise in litigation
Gain the perspectives of experienced e-discovery attorneys who have encountered problems similar to those your clients likely face
Get practical tips for conducting efficient and defensible discovery in the electronic age
Learn why sanctions are imposed for e-discovery violations and how you can avoid similar missteps

Special Feature

Earn one hour of Ethics credit

Technology and Entertainment Convergence 2012: Hot Business and Legal Issues in "Technotainment"

Wed, 31 Oct 2012 07:00:00 GMT

This year’s program is completely revised to include today’s major legal and business issues in the convergence of entertainment and technology. The program brings together a faculty of experienced in-house lawyers, law firm attorneys and senior business executives on the cutting edge of this burgeoning practice. The expert faculty explores distribution of digital content to Apps; advertising and privacy issues in social media; social and mobile games’ legal and business issues; union and guild issues for content on the internet and mobile devices; social media issues for employers; and recent key cases involving convergence issues. Be sure that you are on top of all of the developments and burning legal issues at the intersection of technology and entertainment! You will learn what you need to know to maintain your practice edge by attending this one-day “Technotainment” program.

New technologies behind App distribution and related issues and approaches
Targeted and behavioral advertising issues in social media, including privacy
Legal issues in social media for hiring and managing employees
Social and mobile games’ business models and legal rights and licenses
Potential exposure for cloud services, mobile providers and new technologies
SAG-AFTRA, Writers Guild and Directors Guild key terms and entertainment agreements for new media
Circuit splits in digital entertainment cases
Trends in litigation over Terms of Use and other online agreements and licenses

Building Better Construction Contracts 2012

Tue, 30 Oct 2012 04:00:00 GMT

Traditional construction contracts do not work as well as they should to align the parties' interests and clearly define rights and responsibilities. As a consequence, the design and construction process is more dispute prone than it needs to be. This course is designed to give you the tools you need to better negotiate and draft design and construction agreements. You will learn which risk allocation clauses, including the so-called "killer clauses", work and under what circumstances and those that more often prove counter-productive. We will examine such new collaborative contracting models as Integrated Project Delivery (IPD), so as to enable you to choose what aspects of these agreements might assist your clients. We will also look at how to best leverage such new technologies as Building Information Modeling (BIM) to achieve better project outcomes. You will also learn what risks are best handled through insurance and how to draft state-of-the-art insurance and indemnity provisions, including those for such integrated programs as Owner-Controlled Insurance Programs (OCIPs). Innovative dispute resolution approaches will also be examined. This course will give you the tools to advise on many of the new and important developments in construction contracting.

How to evaluate and draft meaningful and effective incentive provisions
Better understand the role of insurance in construction contracting and how to negotiate and draft appropriate insurance and indemnity clauses
To develop collaborative contracting arrangements and how the new IPD agreements work
To identify and draft appropriate dispute resolution models
How to leverage new technologies through creating BIM execution plans

Directors' Institute on Corporate Governance (Tenth Annual)

Wed, 24 Oct 2012 04:00:00 GMT

In the past year, new expectations were placed on boards in critical areas of governance, including corporate social responsibility, board governance, audit committee oversight of financial reporting and independent auditors, shareholder activism, and executive compensation. In addition, the Dodd-Frank Act will continue to put new requirements on companies and boards, and boards need to remain mindful of the implications of said requirements, as well as the heightened expectations of shareholders. At this renowned Institute, leading corporate governance experts - directors, government officials, corporate counsel, and academics - will share their perspectives on the fast-changing regulatory environment, the new expectations for board oversight, and needed steps boards will want to consider.

The new expectations facing boards of directors in the arena of social responsibility
How to address particularly difficult issues, including compensation, audit committee and audit firm oversight, board governance, and shareholder activism
The latest thinking on where boards of directors may be most vulnerable
What’s on the government’s agenda
Challenges for the future as financial reporting and oversight continues to evolve
Considerations for directors arising out of the governance and executive compensation provisions of the Dodd-Frank legislation
Board responsibilities in the annual meeting and proxy statement process

Estate Planning Institute (43rd Annual)

Tue, 23 Oct 2012 04:00:00 GMT

The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of2010, which was enacted on December 17, 2010, completely changed the landscape regarding federal estate taxes, gift taxes and generation- skipping transfer taxes, but these tax law changes are scheduled to expire on December 31, 2012. In addition, President's Obama's budget for the government's fiscal year ending September 30, 2013 contains major proposals for transfer tax and income tax changes. The program will explore the possible transfer tax and income tax changes that may occur in 2013 and how you can use this information to your clients' maximum advantage.

An analysis of the consequences that would result from the expiration of the 2010 Tax Act on December 31, 2012
A review of the Administration’s current transfer tax and income tax proposals
Drafting estate planning documents to comply with and take advantage of the 2010 Tax Act
Marital deduction planning under the 2010 Tax Act
Prudent investing for the fiduciary in the 21st century
Post-death elections and planning under the 2010 Tax Act
State transfer tax consequences of the 2010 Tax Act
Effective life insurance planning
Marital deduction planning in the age of portability
An update on recent developments in all other areas of estate, trust and transfer tax planning
Sophisticated planning techniques in a low interest rate environment
Ethical concerns in estate planning
Estate planning for collectibles

California Employment Law Update 2012

Fri, 19 Oct 2012 07:00:00 GMT

PLI’s California Employment Law Update addresses the issues confronted by employment law advisers, litigators and human resources management and professionals. This program combines a comprehensive review of a broad range of case law and regulatory developments, an in-depth analysis of emerging issues, and practical guidance about best practices to maximize employment law compliance, mitigate legal risk and achieve business objectives.

The faculty is comprised of nationally recognized employer and employee advocates, in-house counsel, and regulatory and judicial officers, all of whom will share their perspectives, insights, and experiences.
Year-in-Review: a summary of important United States and California Supreme Court and other appellate case law that California practitioners need to know; and regulatory developments

How Dukes v. Wal-Mart is changing the class action landscape
Hear valuable tips about litigating employment discrimination cases
Master the key wage and hour developments
Views from the Bench and juries: what every practitioner must know
The impact of social media on the workplace

Special Features

Earn one full hour of Ethics credit
Earn Elimination of Bias credit

Hot Topics in Mergers & Acquisitions 2012

Thu, 18 Oct 2012 04:00:00 GMT

After a rather tepid start to the year, the M&A markets have begun to show signs of renewed life in 2012. The variability in deal activity creates uncertainty and rewards preparedness. Now more than ever, it is critical for dealmakers and their counsel to stay abreast of the latest trends and forecasts. Will the tough markets of the last year give way to greater stability and optimism in the second half of 2012? How will buyers and sellers adjust their behavior in response to recent experience? How will economic developments drive merger strategy and tactics? How should companies be preparing for approaches by activists? Join our expert faculty of lawyers, general counsels, regulators and investment bankers as we explore the fascinating state of M&A and the trends you need to be aware of for the year ahead.

Tactics for dealing with activists and proxy advisors
The latest technology in deal protection and relevant developments in Delaware Law
Trends in spinoffs, carveouts and divestitures
Ethical challenges in M&A transactions
SEC and antitrust developments

Hedge Funds 2012: Strategies and Structures for an Evolving Marketplace

Wed, 17 Oct 2012 04:00:00 GMT

In 2012, hedge funds and their managers face their first year of operations under new regulations enacted under Dodd-Frank. The Dodd-Frank Act has triggered a massive change in the regulatory framework for the entire financial industry that significantly alters the registration and reporting requirements for hedge fund managers and many of their trading activities. The hedge fund industry continues to grow, with a reported $2 trillion in assets under management at the end of 2011, even with volatile markets and a negative overall performance during the past year. The major players in the hedge fund industry continue to attract investors, while new entrants face larger barriers to entry, and some managers have been forced to grapple with regulatory investigations and insider trading allegations. Meanwhile, hedge fund managers continue to refine their relationships with counterparties to incorporate the lessons learned from the Lehman and MF Global meltdowns. At this program, you will hear from distinguished experts about these and other developments affecting the industry.

How are hedge funds typically formed and structured?
How will the new registration and disclosure requirements affect hedge fund managers?
What happens when a hedge fund manager suspends redemptions or liquidates a fund?
How do hedge funds trade and clear derivative transactions?
How can hedge funds improve their prime brokerage relationships?

Ethics in Arbitration 2012

Tue, 25 Sep 2012 04:00:00 GMT

There has been a proliferation of ethical guidelines and Codes which seek to simplify the issue of what and how much an arbitrator needs to disclose before (or during) an arbitration. Despite all these efforts, the U.S. Supreme Court continues to apply the “evident partiality” standard of the Federal Arbitration Act that was espoused over forty years ago in the Commonwealth Coatings case. The result is a non-uniform body of case law from the different circuit courts that has resulted in uncertainty and even in the extreme result of the vacation of an arbitral award for non-disclosure by an arbitrator. This practical program, taught by experienced practitioners, will seek to clarify the relevant issues and provide strategies for dealing with them effectively.

Review of recent case law interpreting the “evident partiality” standard of the Federal Arbitration Act
Practical examples of ethical issues for arbitrators
Institutional Codes of Ethics (i.e., IBA, ABA, Chartered Institute, etc.), and are they useful?
Jurisdictional variations on ethical disclosure - both domestic and international
Conflicts of Interest - what every arbitrator needs to know
Successfully challenging a potentially biased arbitrator
Recent decisions on arbitrator ethics - their viability and applicability

The Attorney-Client Privilege and Internal Investigations 2012

Tue, 25 Sep 2012 04:00:00 GMT

Privilege issues arising from cooperation with the government
Recent trends in government agency approaches to internal investigations, cooperation and waiver of privilege
Ethical issues in conducting the investigation
Conflict of interest issues arising in the representation and interview of company employees
Conflicts between the company and employees on privilege waiver issues
Best practices in conducting investigations
Issues arising in international internal investigations
Reporting the results of the investigation

Defending Immigration Removal Proceedings 2012

Mon, 24 Sep 2012 04:00:00 GMT

With more than 300,000 deportation and removal cases initiated by U.S. immigration authorities each year, immigrants in the United States are in need of competent and knowledgeable representation in this important area of law. Over half of those facing removal proceedings are unrepresented, and studies have shown that those without legal representation face a significantly higher risk of deportation, regardless of eligibility for relief. In response to the acute need for trained attorneys to defend the record number of immigrants facing removal, prominent members of the bar and bench have called for more pro bono work to be done to fill the gap.

This program will provide panels of nationally recognized experts imparting a comprehensive, nuts and bolts overview of how to most effectively defend immigrants facing removal proceedings.

Prosecutorial discretion - how to make it work for your client, you never know until you ask!
The Violence Against Women Act (VAWA) and its use in removal proceedings
Tackling the special challenge of representing children in removal
Practical examples of ethical problems in removal practice
Building a case for relief: how to prepare a winning waiver application for clients with criminal convictions
Pitfalls for asylum applicants and how to avoid them, firm resettlement, the one year filing deadline, and more

Supreme Court Review (14th Annual): October 2011 Term

Thu, 20 Sep 2012 04:00:00 GMT

A distinguished faculty of leading constitutional scholars, civil rights experts, a law school dean and a Supreme Court journalist will analyze, discuss, and debate the leading Supreme Court decisions of the October 2011 Term. The faculty represent a variety of constitutional views and perspectives. The decisions will be analyzed for their precedential, doctrinal and, where appropriate, societal and litigation significance.

The program will feature an in-depth analysis of the Court’s decisions concerning the constitutionality of the Affordable Care Act health care legislation. In addition, the Court’s 2011 plenary docket features numerous other highly significant cases involving clashes between individual and government interests and state and federal government power. The cases involve a wide range of important issues concerning freedom of speech and religion, Fourth Amendment searches, the Eighth Amendment prohibition against cruel and unusual punishment, civil rights litigation, and the Supremacy Clause.

Some of the specific issues include:

Congress’s power under Commerce Clause to require health insurance (Florida v. U.S. Dept. of Health & Human Services)
Police GPS tracking under the Fourth Amendment (United States v. Jones)
Validity of Arizona law requiring police checks of immigration status of arrestees (Arizona v. United States)
Constitutionality under First Amendment of FCC indecency regulations (FCC v. Fox Television Stations)
Constitutionality of life sentences for juveniles convicted of murder (Miller v. Alabama; Jackson v. Hobbs)

ERISA: The Evolving World 2012

Tue, 18 Sep 2012 04:00:00 GMT

A working knowledge of Employee Retirement Income Security Act’s (ERISA) framework is crucial for lawyers, HR practitioners and other professionals in the area of employee benefits and compensation planning. Our experienced faculty of leading practitioners will discuss a broad array of topics, including the basic regulatory framework, the types of plans covered, the requirements for intended tax treatment, fiduciary responsibilities and other issues relating to the investment of plan assets, how to correct errors and the role of the benefits practitioner in the transactional setting. In addition, you will learn about recent IRS, DOL and legislative and judicial developments. The benefits practice also reaches beyond ERISA and the tax laws, and the scope of the seminar will extend to executive compensation and to related laws other than ERISA and the Internal Revenue Code, such as those covering employment discrimination.

Requirements and special rules applicable to different retirement plans;
Specific rules applicable to defined benefit plans and defined contribution plans;
Pension Benefit Guaranty Corporation (PBGC) insurance coverage;
Distributions from qualified plans; reporting and disclosure requirements; fiduciary responsibilities and other aspects of plan investment;
Ethical issues for the practitioner;
Design and operation of 401(k) plans

Prison Law 2012

Fri, 14 Sep 2012 04:00:00 GMT

Whether representing prisoners while in private practice, public interest practice or as a policy advocate, the issues and the environment in which advocates operate is increasingly challenging and complex. This year, PLI’s third annual program on Prison Law will address the legal framework for civil litigation filed on behalf of prisoners in federal and state courts, from a national perspective.

The constitutional, statutory, and state law bases for lawsuits brought on behalf of prisoners against individual prison officials and correctional institutions
How to address common ethical dilemmas that arise in the course of representing prisoners
The “nuts and bolts” of pleading, discovery, and trial practice in prison cases
General prison conditions and the failure to protect
Addressing health issues in prison

Securities Arbitration 2012

Thu, 13 Sep 2012 04:00:00 GMT

Last year’s fervor over the fairness of arbitration has not so much subsided as it has been refined. In response to this shift, in 2012 FINRA will focus on streamlining and improving its dispute resolution forum, including fine-tuning the arbitrator disclosure process. FINRA’s goal is to ensure early disclosure of relevant arbitrator information, in order to save the parties the time and expense associated with replacing arbitrators whose disclosure is incomplete, while allowing for the parties’ continued input into the arbitrator selection process.

This year’s Securities Arbitration program will feature FINRA Dispute Resolution’s Director, staff, and arbitrators, as well as noted academics and experienced attorneys who represent both customers and industry players. Our faculty will explore FINRA’s efforts to improve the arbitrator disclosure process and provide you with practical tips on drafting claims and answers, striking and ranking proposed arbitrators, trying expungement hearings and resolving common ethical dilemmas that arise in securities arbitration practice.

Find out what’s new at FINRA, including:
- Impact of recent rule changes
- Proposed changes in FINRA Dispute Resolution’s arbitration rules and practices
- Plans for the continued enhancement of the arbitrator selection process
- The evolution of the discovery process in FINRA arbitration
Examine the proposed rules for brokers seeking expungement of their record in the Central Registration Depository but who are not named parties in disputes between firms and customers
Analyze recent legislative developments and case law trends
Learn about a new pilot program for large cases
Get tips on avoiding “cramdown” arbitrator appointments

Plus participate in our special interactive demonstration of an expungement hearing and earn ethics credit at our new session exploring scenarios that highlight the ethical traps that counsel and arbitrators may encounter. You’ll also get a special introduction to the new Web portal that FINRA is currently developing, which will allow parties and arbitrators to exercise greater control over the administration of their cases.

Writing for Transactional Lawyers 2012

Tue, 11 Sep 2012 04:00:00 GMT

By attending this program you will learn principles of effective writing and drafting that will enhance your transactional practice. Particular emphasis will be given to the perspectives of the end users: your clients and those who litigate commercial disputes.

You will learn effective transactional drafting and communication based on:

Knowledge of key principles of contract interpretation
Attention to the evolving body of commercial case law
Focus on client objectives and expectations
Application of crisp and clear drafting techniques, including use of “Plain English”

Ethics in Banking and Financial Services 2012

Tue, 11 Sep 2012 04:00:00 GMT

The intersection of banking and brokerage regulation: What are the ethical and practical issues for lawyers in an era of overlapping regulatory jurisdictions?
The dangers and pitfalls of broker-dealer enforcement: What are the ethical and practical issues for lawyers in handling enforcement matters?
The ethical responsibilities of legal and compliance professionals in regulated companies: What are the duties and potential liabilities of outside and inside counsel in dealing with client problems?
Recent changes in the rules of professional responsibilities: Have the recent changes made the environment better or worse for lawyers?
Representing regulated entities in civil litigation: What are the key ethical and practical issues on which litigators need to be focused?

Children's Law Institute (15th Annual)

Mon, 10 Sep 2012 04:00:00 GMT

Whether representing children, parents or a child welfare or foster care agency, in private practice, government, public interest practice or as a policy advocate, the issues and the environment in which advocates operate is increasingly complex. This year, PLI’s 15th Annual Children’s Law Institute will focus on a variety of social and legal issues affecting child welfare practice.

Custody disputes in same-sex relationships
Post-adoption visitation
Cross examining a forensic evaluator
The Uniform Child Custody and Jurisdiction and Enforcement Act
The Indian Child Welfare Act and how it affects child welfare litigation
Ethical issues facing family court practitioners

Ethics for Discovery 2012

Wed, 05 Sep 2012 04:00:00 GMT

Pre-litigation document management and preservation - best practices and ethical duties for:

Technology assessments and inventory
Employee education
Designing and implementing document retention policies and preservation plans
Litigation risk assessments

The discovery process - recent developments and emerging issues, including:

Use of outside vendors and new technologies
Navigation of court-imposed duties and associated ethical obligations in litigation
Metadata
Instant messaging, mobile devices, and social media
Cloud computing and the implications of new technology
Preserving privilege and confidential client information in written discovery and deposition
Key (and potentially problematic) differences between federal and state court treatment of discovery
Counsel’s duties under the Federal Rules,Disciplinary Rules and selected regulations and state laws

This Really Happened: A Review of Real World Ethical Issues 2012

Wed, 05 Sep 2012 04:00:00 GMT

Join us once again at this unique interactive program. Chair Jeremy R. Feinberg and our expert faculty will review a new set of hypotheticals culled from some of the most outlandish cases recently reported. What did those attorneys do? What would you do? What do the experts say you should do? Test your knowledge of the pertinent ethical rules as you match wits with our expert faculty, and contestants. Referred to as the “ethics game show,” this program had past attendees raving: “This was one of the best programs I’ve attended!”; This is by far the best, most engaging, and frankly, most entertaining CLE program I've ever heard”; “Entertaining as well as instructive”; “Love the "quiz" format”; “Without a doubt the most painless and informative 2 hours of ethics training ever”; and “Best Ethics CLE EVER!”

Join us as we review some of the strangest cases recently reported.

Hear about:

What happens when lawyers use trickery to obtain an advantage in investigating cases
How the courts have treated the lack of civility by lawyers and their clients
What impact technological snafus can have on the client-lawyer relationship and privilege determinations
How even well-intentioned judges have a bad day and the attendant consequences

Ethics for In-House Corporate Counsel 2012

Wed, 05 Sep 2012 04:00:00 GMT

Ethics and financial services in the midst of global financial market turbulence
New developments in corporate governance
Crisis management, corporate compliance, and litigation management: what every in-house counsel needs to know
E-discovery
Attorney-client privilege; Kovel privilege
Ethics and outsourcing
Corporate whistleblowing
FCPA and UK Anti-Bribery Act
Whistleblower provisions of Dodd-Frank Act

Basics of International Taxation 2012

Tue, 04 Sep 2012 04:00:00 GMT

In a global business, the tax laws of the United States may impact transactions regardless of where the transactions take place. A working knowledge of the U.S. international tax rules is, therefore, of paramount importance to a wide variety of tax and corporate professionals.

At this new program, we will assemble some of the world’s leading tax experts to discuss the current rules of U.S. international taxation. We will describe how these rules work and focus upon their impact on financings, mergers, acquisitions and other commercial activities. In addition, we will analyze legislative proposals that have the potential to change these rules and discuss the likely impact of such changes on global business operations.

The background, purpose and history of foreign tax credits
The mechanics and significance of tax treaties
The possibility of U.S. international tax reform
Reporting and withholding requirements under the Foreign Account Tax Compliance Act (FATCA)
How to recognize Passive Foreign Investment Companies (PFICs)

Prior Art, Obviousness, and the America Invents Act in 2012

Mon, 03 Sep 2012 07:00:00 GMT

Patent reform has arrived: what will be its impact on those touchstones of patentability, prior art and obviousness? 102 was already a complicated concept for patent practitioners, having undergone evolving interpretations in the PTO and CAFC. How will the AIA now complicate matters further? How does the concept of “prior art” and circumstance collide in the 21st century? How does prior art on the web impact the practice? What is truly enabled? This program will allow you to obtain an essential working understanding of this complicated statute, including recent re-interpretations, case law, and explore the statutory revisions. Meanwhile, obviousness, the most common reason any application is rejected or patent held invalid, is changing as a result of KSR (already 5 years old). Explore 103 from inside and outside the PTO as both the CAFC and PTO try to shoehorn their past decisions into a KSR pigeonhole!

Publication/Accessibility - on the web, on the shelf, in the mail, “routine” practices
The four steps of (d)
Ex parte 102 (g): abandon, suppress, conceal, and notebooks
Actual vs. constructive reduction to practice
A close look at 102 (e)
What issues are raised by successive common owner filings?
The new AIA 102 and its dates. What is the new “grace period”?
Is it truly a world wide landscape of “filing date” prior art?
A thorough review of the recent KSR “guidelines” and “timelines”
Examine the impact of proper and improper benefit claims on the prior art date of a reference and the effective filing date of the application being examined
How do you apply 103 post-KSR and the 2010 PTO Guidelines?

Fundamentals of Investment Adviser Regulation 2012

Wed, 29 Aug 2012 04:00:00 GMT

In the aftermath of the financial crisis and the resulting regulatory reform, the SEC has advanced significant rulemaking to impose a greater degree of controls on investment advisers’ operations. In fact, the SEC has put the regulation of investment advisers under the microscope. At the same time, Congress is considering financial regulatory reform that could impose a new self-regulatory organization in charge of adviser regulation. At this program, attendees will get a solid foundation in the regulatory regime applying to investment advisers. Attendees will learn how the Investment Advisers Act of 1940 and state securities laws interact in governing the advisory industry.

A distinguished faculty will offer insights into recent rulemaking including advisor disclosure, custody, and pay-to-play, as well as the new SEC adviser exam program.

Who are the regulators and how do they interact?
How will financial regulatory reform impact the adviser industry?
What determines whether an adviser is SEC-registered or state-registered?
What does an adviser’s fiduciary duty entail?
How are conflicts of interest resolved?
What rules apply to adviser advertising?
What is the role of the adviser’s Chief Compliance Officer?
How do the SEC and state regulators conduct inspections?

Municipal Law Institute (12th Annual)

Fri, 24 Aug 2012 04:00:00 GMT

Regardless of experience level, municipal attorneys practicing in a city law department will want to attend this Institute, which equips attendees with analyses of important developments, emerging legal issues and best practices in the field of municipal law.

Employment law update
FOIA requests to city governments
The First Amendment and protest movements
Administrative tribunals

Doing Deals in and with Emerging Markets: BRIC and Beyond 2012,

Thu, 23 Aug 2012 04:00:00 GMT

With emerging markets, like those of the BRIC (Brazil, Russia, India and China) countries, playing an ever greater role in the global economy, attorneys and other professionals facilitating cross-border transactions need to familiarize themselves with the world outside the Group of Eight. After all, according to a recent OECD study, emerging markets will account for over 60% of global economic output by 2030.

This program will provide a comprehensive overview of the most pressing legal issues implicated in international dealmaking in and with emerging markets.

Attorneys and other professionals in the field will benefit from the insights offered by a stellar faculty, who will draw on decades of combined experience to share the best practices and most effective strategies they have learned and successfully employed. This program will bring together dozens of leading attorneys with global expertise, providing an excellent networking opportunity in addition to an unmatched learning experience.

In-bound investments: facilitating investments by emerging market companies
Resolving disputes in international deals
Negotiating issues in dealing with emerging market players
Due diligence and valuation issues in deals involving emerging market players
Antitrust considerations in international deals
Ethical issues for clients and their lawyers facilitating international transactions
Adhering to Foreign Corrupt Practices Act (FCPA) regulations
Adapting deal terms to local practices and issues
How to hire and manage local counsel

Special Feature

Earn 1 hour of ethics credit

Class Action Litigation 2012

Wed, 22 Aug 2012 04:00:00 GMT

Class action lawsuits remain one of the focal points of high stakes litigation in many areas of the law, yet the standards applicable to class actions are evolving. How has the class action landscape changed? How have courts addressed the issue of class certification? How can you structure settlements that are beneficial to your clients? This year’s program will answer these questions and many more.

Our outstanding faculty of plaintiffs’ and defense counsel, distinguished judges and academics will bring you up-to-date on important developments in class action litigation. You and your clients will benefit from this program whether your practice focuses on employment law, products liability, toxic tort, securities, consumer fraud, or civil rights. The course also includes pragmatic tips on litigation and settlement strategies designed to improve your skills and your chances for success in the courtroom.

Evolving pleading requirements and their effect on class actions
How to strategically litigate the class certification motion
Experienced litigators’ perspectives on class actions
Best litigation practices

Special Feature

Earn one hour of ethics credit with a discussion of the unique ethical issues involved in class action litigation

Private Equity Forum (Thirteenth Annual)

Tue, 21 Aug 2012 04:00:00 GMT

The current economic crisis and the state of financial markets continues to have a negative impact on private equity, leading to lower levels of fund-raising and deal-making activities. There has also been increasing regulatory and legislative focus on private equity funds and their roles in the financial markets leading to the downturn, as well as their potential roles going forward. In this environment, private equity faces a number of significant challenges as it redefines itself within the rapidly changing financial and business world.

At this program, a distinguished panel of experts will discuss the basics of the private equity practice from fund formation to private equity M&A. Experts will guide you through an array of key topics, including current issues in private equity investing and private equity funds; dealing with fund sponsor issues; current regulatory and legislative issues; and how private equity funds are addressing compliance issues raised by the current environment.

This program is designed to provide an understanding of the business and legal issues relating to private equity investment.

Registration under the Investment Advisers Act
New regulatory environment and implications for private equity funds
Negotiating with investors: Key issues
Current issues in private equity M&A
Ethical issues
Compliance programs for private equity firms that are registered investment advisers

Understanding Trademark Law in the Global Marketplace 2012

Tue, 21 Aug 2012 07:00:00 GMT

Put aside the books and articles on trademark law, and listen up. This program is for you, whether you are just starting out, need a refresher, or have just learned how exciting a career in trademark law can be.

The program is built on a rock-solid foundation of trademark law experience. The speakers come with dozens of years in the field, and they will share that experience with you and will answer your questions, both during their presentations and informally afterwards.

Faculty members have protected famous brand names in federal court, written articles and treatises on trademarks, and managed portfolios containing some of our best-known trademarks. They will cover the basics, ranging from federal registration to cease and desist letters, as well as the hottest topics that face the practice area today.

Overview of key principles of trademark law and unfair competition, including terminology, the federal Lanham Act, and the underlying policies that support strong trademark protection
Practicalities, such as searching and clearing marks and applying for federal registration
Registration issues, both domestic and international
Hot topics and a review of the latest significant cases
Domain name issues and UDRP
Trademark infringement actions, strategies, and remedies, as well as a review of litigation alternatives

Understanding Copyright Law in the Data Era 2012

Mon, 20 Aug 2012 07:00:00 GMT

Copyright law continues to be an unpredictable and dynamic practice area. Attend this program to learn the basics while exploring all of the recent cases and developments that continue to change the practice of copyright law. Examine the rights copyright protection confers, and learn how to protect those rights. Explore how the Internet continues to redefine critical concepts in the field, and learn how to tackle these challenges in daily practice. Even though you might feel like a novice at 9:00 a.m., by 5:00 p.m., you’ll be able to call yourself an expert!
The program will cover these and many more topics:

Fundamentals of copyright law: terminology,copyrightability, protectable subject matter, and associated rights
How copyright principles apply (or don’t apply) online
Hot issues in copyright law, including a review of the latest cases
Primer on copyright litigation and important defense strategies
Update on DMCA issues

Understanding Patent Law 2012

Fri, 10 Aug 2012 04:00:00 GMT

As patents and other intellectual property become more and more valuable to companies, it is essential that general practitioners and business counselors have a firm grasp of the basic principles of patent law so they can better advise their clients. This program is designed with the non-patent practitioner in mind, and it will cover all types of patent issues that might arise in the context of every day practice and business management. The morning discussion of fundamental patent principles, including what is patentable and how to prosecute and protect patents, establishes an important foundation for the topics that follow throughout the afternoon. Patent opinions, patent licensing, and patent issues that arise in the context of transactions such as mergers and acquisitions will be covered. In addition, a broad overview of patent litigation, including coverage of recent case law, will be addressed. In-house counsel, general attorneys and business managers will learn to spot key patent issues that may face their clients and/or organizations and will learn what steps need to be taken next.

What are the parts of a patent application and what makes something patentable?
Learn about the lifecycle of a patent, from application-preparation through filing, prosecution, and issuance
Examine the unique issues involved in patent infringement and litigation including claim construction, defenses and relevant timelines
Explore IP issues that may arise in mergers and acquisitions transactions
Gain practical tips for patent licensing scenarios
What changes the America Invents Act has brought to patent law

Ethics for Commercial Litigators 2012

Thu, 09 Aug 2012 04:00:00 GMT

New developments in confidentiality, the attorneyclient privilege, and the attorney work-product doctrine (including disclosure obligations to third parties, the status of government pressure to waive, congressional legislation, selective waiver, and inadvertent waiver)
Lawyers’ exposure to civil liability
Whistleblower remedies for lawyers
Recent developments impacting the “no-contact” rules and lawyer “dissemblance”
Recent cases involving conflicts of interest
Current issues relating to multiple representation
Dangers to lawyers arising out of parallel investigations
Dangers to lawyers in the heightened regulatory environment
Current issues in electronic discovery

M&A Litigation 2012

Thu, 09 Aug 2012 04:00:00 GMT

What better way to learn about M & A litigation than from the attorneys that litigate the nation’s most important M & A disputes and the judges who preside over them? We have assembled judges from the Delaware Supreme Court and the Court of Chancery, the most experienced and respected courts on M & A matters, and distinguished M & A litigators to give you their perspectives on the best ways to handle corporate M & A disputes.

Whether you are just embarking on a litigation career or are a veteran of fast-paced, high-stakes merger disputes, this course will give you unique insights into M & A litigation. Our stellar faculty will provide you with proven strategies and tips to successfully handle every phase of a merger dispute.

Join the masters of M & A litigation to learn about:

Assessing the advantages of special committees after Southern Peru
Predicting, awarding, timing and allocating corporate benefit fee awards
Valuing derivative claims in connection with M & A transactions
Invoking the reliance on counsel defense in deal litigation
Pursuing appraisal and quasi appraisal in the Court of Chancery
Litigating in the wake of Del Monte
Mastering the motion to expedite in the Court of Chancery

Expert Witness 2012

Wed, 08 Aug 2012 04:00:00 GMT

For many attorneys, searching for, hiring, and using expert witnesses can be a daunting experience. Don’t miss out on the critical benefits conferred by the effective use of expert witnesses in complex litigation. Our faculty of experienced litigators and expert witnesses will demystify the challenges of selecting, preparing, and using experts. You will come away with practical tools to handle the myriad of issues involved with expert witness preparation and testimony.

Selecting the right expert for your case
Preparing and conducting a Daubert hearing
Defending against a Daubert challenge
Understanding how recent amendments to the Federal Rules impact expert discovery
Taking an expert’s deposition and deposing the opposing expert
Preparing your expert to testify at trial
Mastering direct and cross examination of experts at trial

Internal Investigations 2012: How to Protect Your Clients or Companies in the Global, Post-Dodd Frank World

Tue, 07 Aug 2012 04:00:00 GMT

In today's uncertain economic, legal and regulatory environment, companies, their executives, and their counsel need to be proactive in identifying risks and remedying potential issues. Knowing how to conduct efficient and effective internal investigations is key to protecting your clients or company. Using a real-world hypothetical fact pattern throughout the day, expert panels review the many considerations and issues that can and do arise from the beginning to the end: issues to consider before and when commencing an investigation, conducting an investigation, dealing with the regulators, and concluding the investigation. The program is designed to touch on many practical issues arising today: international, data privacy, labor and employment law issues, as well as fundamentals of the investigation. Also new this year: hear from the plaintiffs’ bar as well as defense counsel, in-house counsel and regulators. As they work their way through the hypothetical, the panels will provide you with practical tips, and tools and you will leave the program with a better understanding of how to handle investigations successfully for your clients or company.

What to do when a potential whistleblower comes forward
How to conduct an internal investigation, in-house or outside
Considerations at the outset: nature and scope of the investigation
Document retention issues
Plaintiffs’ lawyers considerations: internal self-reporting to the company v. filing with the government
Issues in international investigations
Data privacy issues
The intersection of labor and employment law and internal investigations
When and how to work with outside experts
How to deal effectively with auditors
Whether and when to self-report. The government’s use, evaluation and weighing of internal investigations
Cooperation with the government
Concluding the investigation: when to prepare a report and how, corrective actions, cooperation with the government
Ethical issues: warnings to witnesses, representational issues, the rights of employees, avoiding obstruction, indemnification and advancement (Earn ethics CLE credit!)

Special Features

Updated, real-world hypothetical scenario to structure program
One full hour of ethics

Fundamentals of Broker-Dealer Regulation 2012

Mon, 06 Aug 2012 04:00:00 GMT

Major changes in broker-dealer regulation and the industry have come about as a result of the financial services crisis and the resulting regulatory reform. At the same time, FINRA continues to overhaul its rulebook as part of its Rulebook Consolidation process. This program will provide attendees with a solid foundation in the regulatory regime applying to broker-dealers, including what to expect next regarding broker-dealer regulation. Attendees will learn how the Securities Exchange Act of 1934, FINRA rules and state securities laws interact in governing the brokerage industry.

Attendees will also learn about recent regulatory enforcement activity by the SEC, FINRA, and the States and about how broker-dealers are responding to these developments and the challenges ahead for the industry.

A distinguished faculty will offer insights into recent rulemaking that is having far-reaching impact on the day-to-day operations of firms.

Who are the regulators and how do they interact?
What is entailed with respect to the duty to supervise?
How are conflicts of interest resolved?
What is “suitability”?
Developments regarding broker-dealer and advisory services
What is the role of the chief compliance officer?
How do the SEC and FINRA conduct inspections?

Audit Committee Workshop 2012

Fri, 03 Aug 2012 04:00:00 GMT

As we continue to see many new regulations from the SEC, PCAOB, CFTC and financial institution regulators, numerous challenges emerge for the audit committee. If you are a director or member of an audit committee, or if you advise audit committees, this program will help you understand what is required of the audit committee in this new and rapidly changing environment. An expert faculty of public company directors who have served on audit committees, lawyers and CPAs who advise audit committees, and government regulators who oversee the audit and financial reporting processes will offer practical advice based on real-world examples to give you the information and tools you need to successfully perform and meet the many challenges facing audit committees and boards today.

The most important developments in the past year for audit committees
Continuing impact of the Dodd-Frank regulatory reform legislation on financial reporting and audit committees
Dealing with the host of new regulations from the SEC, CFTC and financial institution regulators - what audit committees need to know
Key accounting developments: important changes in accounting for contingencies and GAAP/IFRS convergence update
Changes at the PCAOB and proposed changes to auditing and auditor communication standards you need to understand
How to build and maintain strong compliance programs
The audit committee’s role in overseeing risk, especially IT risk
Ethical issues arising when advising audit committees

Special Features

One full hour of ethics CLE credit
Interactive panels

Employment Discrimination Law & Litigation 2012

Thu, 02 Aug 2012 04:00:00 GMT

Any attorney or human resources professional who advises or represents employers, employees, labor unions or government, or who has judicial/arbitral/mediator responsibility, must keep abreast of changes in the employment discrimination arena, and must also be aware of cutting-edge developments on the litigation front.

This program, designed for employment law practitioners and human resources professionals at all levels, brings together prominent practitioners from the management and plaintiffs’ bars, members of the judiciary and representatives from the EEOC, to analyze and provide practical guidance regarding the latest developments in the employment discrimination arena.

New laws and new rulings that can affect the advice you give, the strategies you choose, and the settlements you propose
What judges think about lawyers’ approaches to litigating employment discrimination claims
Lesser known/emerging discrimination claims
Discrimination trends and the experts’ future predictions

Adoption Law Institute 2012

Wed, 01 Aug 2012 04:00:00 GMT

The ALL NEW 2012 Adoption Law Institute will address current issues and new developments in adoption law in the United States and around the world, and explore modifications and alternatives to traditional adoptions, which raise ethical and practice considerations.

The faculty and the course handbook materials will provide practice tips and practical solutions to a broad range of issues that legal and social work professionals commonly confront in adoption cases.

Same sex marriage and implications for adoption
Parent attorney advocacy and reinstatement of parental rights
The impact of social media on adoption practice
Intercountry adoptions and immigration issues
Surrogacy and artificial reproductive technology (ART) issues
Ethical issues in adoption law practice

Delaware Law Developments 2012: What All Business Lawyers Need to Know

Wed, 25 Jul 2012 04:00:00 GMT

Delaware law plays a critical role in U.S. corporate and securities law, particularly in today’s challenging and changing business environment. This unique annual program focuses on the important Delaware corporate law developments over the past year and the practical impact on your corporate or legal practice. The very top Delaware corporate law experts from the Delaware judiciary, leading law firms and corporations, and academia, will examine the latest case law and practical trends and share their real-world experiences, insights and advice on the issues of greatest concern to the corporate/securities legal community.

Recent developments in Delaware law: a two-hour discussion of recent opinions of the Delaware Supreme Court and Court of Chancery by leading Delaware practitioners
Current state of poison pills
Disclosures and Delaware law
Trends in deal terms and structure
An update on Revlon and board obligations
Ethical issues in Delaware law (receive one hour of ethics CLE credit!)

Fundamentals of Mutual Funds and Exchange-Traded Funds 2012

Tue, 24 Jul 2012 04:00:00 GMT

This program is designed to provide attendees with a solid foundation in the legal, regulatory and operational issues affecting the $12 trillion mutual fund industry, including the emerging exchange-traded fund industry. Attendees will learn how Congress, regulators, markets, and the courts have shaped the formation and structure of this industry. Attendees will also learn about the impact of the financial crisis on the mutual fund and exchange-traded fund industry and what is in store regarding future regulatory developments. A distinguished faculty of practitioners and regulators, including current and former SEC officials, will offer insights into recent proposals that could result in the potential overhaul of regulations governing mutual fund prospectus delivery, the determination of fund management fees, and the uncertain future of Rule 12b-1 - plus recent litigation and enforcement decisions.

How mutual funds are created, managed and sold
New types of funds - such as exchange-traded funds
How management arrangements and fees are negotiated
The inherent conflicts of interest - and how they are resolved
How the credit crisis impacted mutual fund valuation and pricing
How regulators monitor the industry

International Litigation 2012

Mon, 23 Jul 2012 04:00:00 GMT

As international business grows and flourishes, more disputes cross national boundaries. Parties involved in international business need to know how to most effectively resolve international disputes, and be aware of the strategic considerations that distinguish international litigation from pure domestic litigation. These considerations include securing the most favorable forum for the suit to be resolved, since more than one forum is likely have jurisdiction when the dispute is international; obtaining evidence located abroad for use in a lawsuit in another country; managing global litigation, especially where lawsuits are filed in more than one country by multiple plaintiffs; and enforcing foreign judgments. Our panels of experts will share their knowledge with you on these and other strategic issues.

Recent developments in international litigation
Pointers on international discovery
The valuable insights of federal judges on best practices for the resolution of international disputes
In-house counsel’s perspectives on managing global litigation

Cloud Computing 2012: Cut Through the Fluff & Tackle the Critical Stuff

Mon, 23 Jul 2012 07:00:00 GMT

Corporations, government organizations and millions of consumers are shifting massive quantities of data and their software applications to cloud computing facilities. Cloud computing uses the Internet to give every size organization access to large, dynamically scalable resources (data storage, software applications and computing power). “The Cloud” allows users, at all levels, to avoid large capital outlays for hardware and up-front licensing fees and instead offers both hardware and software, as needed, in a flexible arrangement, as a monthly fee service. Some organizations’ data centers are giving way to massive, secure and dynamically scalable shared hosting facilities. Users rely on Internet connections to get access to their data and software applications from anywhere on the globe. This new paradigm of computing provides flexibility, enhanced access to software functionality and potential cost savings, but can inject potential new risks. Negotiating contracts for cloud computing services provides new challenges and a clear understanding of the inherent new hazards.

This program will provide practical advice on key terms for cloud computing contracts, help you define the vendors’ obligations for cloud computing facilities, offer strategies in protecting personal and corporate data, and assist in planning for transfers of data between cloud computing vendors. This is an opportunity to hear industry experts who will help you understand and prepare for the massive changes inherent in the shift to cloud computing.

How cloud computing technology works and the inherent operational risks
The new business models in purchasing software as a service and storage as a scalable resource
How data security may be enhanced using cloud computing facilities
Critical factors courts will consider as to jurisdiction when a business using cloud computing is sued
Practical and contractual remedies to secure corporate assets and intellectual property
Why many cloud computing vendors are less flexible in contract negotiations
Practical concerns raised by the flood of e-discovery demands for cloud resources
Government related issues, including export control and trade sanctions risks

Special Features

Mock negotiation
Legal ethics issues (1 full hour credit)

Acquiring or Selling the Privately Held Company 2012

Fri, 20 Jul 2012 04:00:00 GMT

At this perennial favorite, our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations.

You will also gain an understanding of the key tax, employee benefits, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.

Analyze the terms of an acquisition agreement
Develop successful negotiation strategies
Use letters of intent to maximize strategic advantage
Structure and negotiate earn-outs and critical risk allocation provisions
Spot and deal with the key issues that arise in non-corporate law areas, such as:
- Tax
- Employee benefits
- Intellectual property
Cope with the special problems associated with acquisitions of divisions or subsidiaries
Understand the fiduciary duties of directors and majority shareholders in a sale transaction
Understand the special issues relating to financial sponsors
Recognize ethical issues that arise during the negotiation and documentation of transactions
Avoid common drafting pitfalls when non-U.S. laws govern part or all of a deal

Fundamentals of Patent Litigation 2012

Wed, 18 Jul 2012 07:00:00 GMT

Are you a litigator and have always wondered how patent litigation differs from your practice? Or maybe you have considered pursuing patent litigation but first wanted to find out how it differs from other types of commercial litigation? This exciting program will explore what makes patent litigation different from other types of litigation, from the Rule 11 pre-filing investigation through the appeal to the Federal Circuit. Attendees will learn important practical details including who to sue and what to put in the complaint. Learn what discovery is needed in a patent case and how discovery differs from other civil litigation. Disclosures of infringement and invalidity contentions, the claim construction process at and leading up to the Markman hearing will also be examined. Find out what is needed to prove infringement and how a patent may be invalidated by prior art or rendered unenforceable by inequitable conduct. Hear what can be expected at trial and what remedies are available. We will also discuss alternative forums, including the International Trade Commission, and review appeals to the Federal Circuit, and how it and the Supreme Court are reshaping patent law and patent litigation.

How the America Invents Act (“AIA”) will affect patent litigation
Determining who to sue
Whether to send a notice letter and what can go wrong if you do
What to do if your client receives a notice letter
The forums available for suing for patent infringement
What needs to be done before filing a complaint
What needs to be in a complaint, and answer, and when to counterclaim
What discovery you need to take
How claim terms are construed and the process courts use to do it
How a patent case is tried and who, judge or jury, decides what
What remedies are available and likely to be awarded
What issues are likely to be appealed
Appeals in the Federal Circuit
How long all this usually takes and what it is likely to cost

Negotiating Real Estate Deals 2012

Tue, 17 Jul 2012 04:00:00 GMT

Do you know the best negotiating strategies in the current real estate market? What are the “hot buttons” for seller, buyer and lender requirements? What are the factors and legal issues you should analyze with respect to investing in distressed real estate situations including purchasing defaulted loans. How do the characteristics of a property and the structuring of the acquisition fit with the current underwriting criteria of lenders? Which provisions in a sales contract are critical, and which ones are just nice to have? How do you manage your financing sources and your contractual obligations? This one-of-a-kind program will give you the answers to key questions such as these, plus offer a focus on workouts, both before and after the occurrence of the default, as well as look at the sources and the manner in which these deals are being recapitalized. Some of the best real estate lawyers in the country will be on hand to give you cutting-edge tips for our ever-changing marketplace. Make the most of this unique opportunity.

Explore the best techniques for negotiating under current market conditions
What you need to know about workouts and restructurings of loans
What to agree to in a prenegotiation agreement without giving away the store
Practical approaches to address defaulted loans, for both lenders and borrowers
How special servicers view their role in dealing with distressed real estate
How has special servicing changed with the new ownership of the special servicing platforms?
Joint ventures, including the critical areas to address, and remedies and responses for when they fail
Get tips on how to address the current concerns of financing sources
What are the real risks of those “good guy” guaranties and how can you protect yourself?
Learn which representations and warranties and covenants you really need in contracts
Understand strategies and remedies for breach of contract
Do these “binding” letters of intents really work?
Assess what risk areas may be acceptable to an individual investor but not to an institutional fund

Pocket MBA Summer 2012

Tue, 17 Jul 2012 07:00:00 GMT

An understanding of key financial, accounting and economic concepts, principles and terminology will contribute to your ability to interact with and advise your clients with their critical issues. The ability to identify and appropriately use financial and accounting information is relevant to a wide range of legal and regulatory matters for both external and in-house attorneys. Litigators and transactional attorneys alike will benefit from this practical course designed specifically for non-accountant attorneys and allied professionals and taught by members of the nation’s top accounting, tax and advisory firms, major alternative asset managers and investment banks, leading law firms and universities.

Case studies will be incorporated throughout the various segments to provide you with a practical perspective on how business transactions impact financial statements and offer “hands-on” experience with performing financial ratio calculations and analysis, comparisons of different capital structures, effective use of financial statement disclosures and footnotes, legal issues and use of valuations in M&A litigation, and more.

Increase your knowledge and understanding of foundational finance, accounting and economics terminology and principles
Enhance your ability to navigate and understand the basic financial statements -- the balance sheet, income statement, statement of cash flows and statement of shareholders’ equity
Become more familiar with “core” accounting concepts like the matching principle and accrual accounting, historical cost, tax basis and fair value accounting and valuation methodologies
Examine key corporate finance concepts, including financial ratios and analysis
Expand your perspective on international accounting and finance considerations
Gain insights from a legal perspective on the use of valuations, common claims and defenses in M&A litigation, and how accounting issues, valuations and M&A deal terms, such as earn-out provisions, are interpreted by the courts.
Analyze a case study involving financial issues in common flow-through tax partnerships

Corporate Compliance and Ethics Institute 2012

Fri, 13 Jul 2012 04:00:00 GMT

No matter how large or small your company (or client), paying careful attention to corporate compliance and ethics is no longer optional.

No area is safe - prosecutors all over the world continue to pursue corporate crime, as countries now pursue subjects like antitrust and bribery that were never before under the spotlight; fines keep getting larger, and governments are working together like never before
The Dodd-Frank Act has provided employees with an incentive to report concerns to the government - rather than their employers - which greatly enhances the need for robust compliance programs
Governments around the world are creating compliance incentives and standards
New technology is emerging to help prosecutors discover violations in many areas
Best practices in compliance are raising the bar of government expectations - but also providing ways for every compliance officer to do more with less
The upcoming political campaign will likely put corporate compliance on every politician’s agenda

In short, at no time has promoting and maintaining an ethical corporate culture been as challenging and as essential for a company’s survival, well-being, and success.

At the Corporate Compliance and Ethics Institute, a distinguished faculty, drawn from major corporations, academia, compliance and ethics organizations, law firms and the government will provide you with the tools you need to meet today’s compliance and ethics challenges. Whether you are constructing a new program, or refining an existing program, our panels of the leading compliance experts will discuss how to ensure that your company’s program satisfies government standards and best practices expectations.

You’ll learn about current developments in compliance and ethics, along with practical tips on compliance and ethics risk assessments, program structure and management, compliance and ethics training, auditing and monitoring, helpline and investigations procedures, technology tools, and board and senior management oversight of your program. The highly interactive format will allow you to benchmark on a real-time basis and learn best practices from your peers.

Do more with less - adding value to your program despite budgetary constraints
Minimizing the compliance risks created by social media and using social media tools to promote your program
Designing and conducting compliance risk assessments to obtain the most valuable information
Structuring your program so that it possesses appropriate independence and clout
The evolving role of the Board - avoiding the complacency traps where governance and compliance meet
Assessing your program for effectiveness and performing effective compliance audits
Investigating and managing allegations of wrongdoing in your organization
Best practices in compliance communications and training, including tools to help your program connect to employees of all ages
Global compliance expectations and best practices, including the UK Bribery Act and the OECD guidance on anti-bribery compliance programs
Hypothetical and interactive panels based on real-world scenarios, including the experiences of whistleblowers

International Employment Law 2012

Thu, 12 Jul 2012 04:00:00 GMT

Employment law is no longer a local issue. Multinational employers must grapple with often conflicting standards for hiring, retaining, disciplining, and terminating employees. The issues are all the more challenging today, as employment laws, corruption laws, and whistleblower laws, from the U.S. and overseas, impose standards of conduct across borders.

This program brings together highly experienced and sophisticated practitioners, in-house counsel, and senior human resources executives from around the world. They will present in a practical way, how best to advise the multinational employer in these critical issues.

Different legal standards across borders for hiring and firing
Discrimination and retaliation laws worldwide
Best practices in avoiding criminal and civil liability, and dealing with the international whistleblower
Why foreign multinationals in the U.S. are special targets for lawsuits, and how to prevent and defend them

New Jersey Basic CLE Marathon 2012

Tue, 10 Jul 2012 04:00:00 GMT

Satisfy part of the newly instated mandatory continuing legal education requirements in New Jersey and hone your legal professionalism by attending PLI’s New Jersey Basic CLE Marathon program on May 29, 2012. In accordance with New Jersey’s requirements, this one-day program will include New Jersey-specific instruction and discussion on topics authorized by the Supreme Court of New Jersey Board of Continuing Legal Education.

Civil Trial Practice
Criminal Trial Practice
Basic Estate Administration
Real Estate Closing Procedures
Trust and Business Accounting
New Jersey Professional Responsibility and Ethics

Privacy and Data Security Law Institute (Thirteenth Annual)

Tue, 03 Jul 2012 07:00:00 GMT

This program focuses on critical issues of information privacy, security and data protection faced by all companies. The Internet and other evolving information technologies, wired and wireless, have prompted the development of powerful tools for the collection, processing, storage and use of personal information. These trends create numerous issues regarding limitations on corporate rights to use that information and obligations to protect it from a variety of new risks and vulnerabilities. Legislators, regulators and the courts are rapidly developing new law and compliance obligations to address the privacy and security implications of the information economy. This annual conference focuses on these developments with the goal of keeping attorneys and other privacy professionals informed and up-to-date in this complex and dynamic area of laws and regulations.

The latest federal and state legislation, regulations and decisions regarding privacy and security
Foreign developments in data protection law and their impact on U.S. companies
The current enforcement priorities of the FTC and the state attorneys general
Information privacy and security issues raised by technology trends, such as cloud computing, social networking, and texting
Best practices in managing security breach risks
The latest legislative developments pertaining to information security requirements
Ethical and privilege issues for lawyers in using information technology
Evolving online data collection and marketing techniques and their impact on privacy law

Special Features

Managing a Security Breach Crisis: Panel discussion on responding to a complex data breach
Panel of FTC and state attorney general representatives
Earn one hour of CLE Ethics credit
Earn Continuing Privacy Education credit

Pretrial Practice 2012

Mon, 02 Jul 2012 04:00:00 GMT

Pretrial practice in federal civil litigation has undergone tremendous change. As fewer civil cases are tried, the staples of pretrial practice - pleadings, motions to dismiss, discovery, Daubert motions, summary judgment, and settlement - have replaced trials as the focus of litigation. What does the changing nature of pretrial practice in litigation mean for your practice? Join our faculty of experienced plaintiffs’ and defense attorneys and inside counsel and judges as they review what you need to know to succeed at this increasingly important stage of litigation.

Planning the litigation
Investigating the facts and the law
Pleading your case
Pretrial motions
Settlement strategies

Basics of Accounting for Lawyers 2012: What Every Practicing Lawyer Needs to Know

Tue, 26 Jun 2012 04:00:00 GMT

Accounting is a language of business. Because attorneys encounter accounting information in a wide range of legal issues, it is critical for lawyers to understand financial statements and core accounting concepts. This practical course, specifically designed for the non-accountant attorney, will provide an understanding of financial statements and the key principles of accounting, using “real life” examples of accounting issues that attorneys commonly face. Whether you are in-house or external counsel, Basics of Accounting for Lawyers 2012 will help you to help your company or clients.

Basics of Accounting for Lawyers will also offer insight into the effective use of financial experts, accounting and financial issues where attorneys can put themselves at risk, and current accounting and business “hot” topics.

Understanding Generally Accepted Accounting Principles (GAAP), Generally Accepted Auditing Standards (GAAS), and the accounting cycle
How to read:
- The Balance Sheet
- The Income Statement
- The Statement of Cash Flows
- The Notes to the Financial Statements
How lawyers can effectively use accountants as experts
Recent regulatory changes and views from those impacted or involved in the changes
Awareness of different accounting and reporting frameworks and requirements
Ethical issues for attorneys and accountants

Taking and Defending Depositions 2012

Thu, 21 Jun 2012 04:00:00 GMT

With fewer cases reaching juries, deposition testimony has become a substitute for trial testimony. Skilled litigators know how to take advantage of this unique opportunity to gather information, learn about an adversary’s case, and get a close-up look at the performance of potential witnesses. Learn how to maximize this chance to gain an advantage for a future settlement or litigation.

Our faculty of experienced litigators will take you through every facet of the deposition process, starting with general strategic principles and moving through the use of deposition testimony at trial. We’ll also use demonstrations to illustrate the dos and don’ts of depositions, give you practice tips for each stage of the process, and show the tactical and strategic considerations behind the techniques employed.

Deposition strategy and purpose: deciding where each deposition fits into your overall discovery plan
Doing your homework to prepare for a deposition
Nuts and bolts of taking a deposition, including stipulations, objections, and use of exhibits
Dealing with a difficult adversary
Defending the deposition: objections, instructing the witness, and going off the record
Expert witnesses and what you need to know
Using deposition testimony at trial: rules, techniques, and tactical concerns
Ethical issues unique to depositions: how to handle the situations that can arise

Antitrust Institute 2012: Developments & Hot Topics

Tue, 19 Jun 2012 04:00:00 GMT

Reinvigorated antitrust enforcement has resulted in changes to critical areas of antitrust law, from mergers to resale price maintenance, and cartels to price discrimination. In addition, 2011 was an extraordinarily rich year for antitrust law and sports, with lockouts impacting the NFL and NBA. Hear from leading antitrust practitioners, senior government officials, and state regulators about how to manage these changes. Whether you are a seasoned antitrust practitioner or just a beginner, this program will equip you with the knowledge and practice tips you can rely on daily.

Clear exposition of important recent decisions and new developments
Determining when it’s possible to require exclusive dealing
Understanding the twists and turns of tying
Practical risks of consumer class actions and private treble damages suits from competitors
Discuss changes to H-S-R pre-merger notification process
Impact of decisions in recent merger challenges
New DOJ remedy guidelines
What are the federal and state enforcement priorities?
How is international antitrust enforcement shaping U.S. antitrust law?
New topic! Antitrust issues in the NFL and NBA

The Foreign Corrupt Practices Act and International Anti-Corruption Developments 2012

Fri, 15 Jun 2012 04:00:00 GMT

Foreign Corrupt Practices Act (“FCPA”) enforcement actions continue to grab attention, from the sky high penalties that companies now pay, to the increased prosecution of individuals. FCPA enforcement continues as a critical priority for both the DOJ and the SEC. Recent FCPA enforcement actions and disclosures demonstrate that no industry is immune from FCPA scrutiny, and FCPA sweep investigations across industry sectors are becoming more common and challenging. And beyond the FCPA, the anticorruption laws of other countries, including China and the UK, add to the complexity of legal compliance. Companies everywhere must make anticorruption compliance and the creation of effective anticorruption programs a top priority. This program, taught by a faculty of leading practitioners and government regulators, will give you the background and tools you need to spot the issues early, develop workable risk management processes and implement effective compliance programs.

The latest legal developments, and how they will effect you
Practical tips and best practices for establishing an effective FCPA compliance program
Strategies for navigating China, India and Latin America
Issues and tips for the financial, high-tech, and life sciences industries
How to manage risk in various third-party relationships and acquisitions
Conducting FCPA internal investigations in an environment of heightened prosecutions: practical considerations
Enforcement trends going forward: new theories of liability, targeted industries, international trends
Settling or litigating with the government; how to evaluate your case

Lawyers' Guide to Using Social Media for Professional and Client Development 2012

Wed, 13 Jun 2012 07:00:00 GMT

Social media, whether blogging, LinkedIn™, Twitter™, Google™ or Facebook™, is bringing rapid change to professional and business development for lawyers. But what is social media really all about? Why are some lawyers realizing significant client development gains in their use of social media while other lawyers are struggling? Our faculty of lawyers and media professionals will demystify the challenges of developing a social media strategy and teach you how to use the social media needed to achieve success.

The principals of social media: listening, offering value, establishing trust, and entering into existing 'conversations' in your area of practice
How to develop a social media strategy
How to use the social media solutions offering the greatest return on your time and investment: RSS Reader, LinkedIn™, blogs, Twitter™, Facebook™, YouTube™ and Google+™
Best practices in the use of social media, so as to both realize your goals and not damage your reputation
How to manage your time so as to make effective use of social media
How social media is advancing legal discussion and authority
How to develop a case for the use of social media in your law firm, including case studies

Leveraged Financing 2012

Wed, 13 Jun 2012 04:00:00 GMT

At this conference, the country’s leading experts in leveraged finance will examine key concepts and strategies in serving leveraged companies, including portfolio companies of private equity firms. You will learn about the leveraged finance marketplace today, including new deal activity, continuing refinancing needs, evolving trends in leveraged finance, funding sources and product offerings, current covenant approaches, and mezzanine financing alternatives. In addition, you will learn about developments in restructurings and workouts and the implications of those developments for the leverage finance market.

Drivers of deal activity, including new transactions and refinancings
Available sources of debt and equity financing
Commitment letter “hot topics”
Law firm processes in financing acquisitions
Managing conflicts for law firms and clients
Financing related provisions of acquisition agreements
Restructuring leveraged companies
Middle market and mezzanine transactions

Advanced Trademark Law Annual Review 2012

Tue, 12 Jun 2012 04:00:00 GMT

Up-to-date knowledge of current trends and case law involving trademarks is essential for corporate and law firm attorneys who specialize in, or often find themselves involved in, this critical area of intellectual property. The 2012 Advanced Trademark Law Annual Review brings together an outstanding faculty of practitioners and industry experts who will provide up-to-date developments in trademark law and practice. This seminar is also noted for presenting topics emphasizing practical skills.

Overview of important 2011-2012 federal court, TTAB and UDRP decisions
Advanced U.S. trademark prosecution practice: The ramifications of everyday decisions
What you need to know about the new Trademark Trial and Appeal Board Manual of Procedure
Trademark due diligence in corporate acquisitions
Extraterritorial application of the Lanham Act and foreign trademark laws
The law on gray market imports

Special Feature

Earn one full hour of ethics credit

Advanced Copyright Law Annual Review 2012

Mon, 11 Jun 2012 04:00:00 GMT

Copyright law has become an increasingly complex area in the face of new technologies and new ways of doing business. To help you keep up-to-date and provide the sophisticated, pragmatic legal advice your clients expect, PLI has brought together a group of leading experts on copyright law. The speakers at this advanced seminar will address critical issues in copyright law, drawing on their extensive experience and judgment.

Current issues will be examined in the contexts of developed law, and proposals and prospects for future change. Important litigation and licensing issues will be reviewed, as well as the impact of new technology, fair use developments, and other major issues. The faculty will invite and answer questions to be sure those attending the program receive information relevant to their practice.

Fair use: can the riddle be solved?
Kirtsaeng v. Wiley: will the Supreme Court resolve the first sale doctrine?
Has copyright law become “contractualized”?
What reforms does the Copyright Act need for the years ahead?
Does the DMCA need retooling?
What are the latest litigation developments?
What are the key international fair use developments?
What are the key issues in art law?
What are the issues for copyright enforcement in the Internet age?

Elder Law Institute (24th Annual)

Fri, 08 Jun 2012 04:00:00 GMT

The 24th Annual Elder Law Institute presents current legal topics that are of importance to your older clients, and all your younger clients with aging parents. Many of the subjects covered this year focus on planning for incapacity, paying for health care, and maintaining the legal autonomy and dignity of your aging clients. The subject of elder law is becoming a part of every practice - we cannot stop the aging process, nor the reality that we live longer and that the problems and programs that the elderly rely on become more complex.

Update on the change to Medicaid Estate Recovery Rules
New developments in the elder law field, including a review of new legislation, and the Health Care Reform Act and how it impacts on elder law.
Medicaid eligibility, and how to use it to cover the high costs of long-term care.
Ethics in elder law - understanding the unique ethical boundaries when dealing with older clients and their families

Handling a Securities Case 2012: From Investigation to Trial and Everything in Between

Thu, 07 Jun 2012 04:00:00 GMT

The landscape of securities litigation is constantly evolving and changing. This program takes you through all the issues that arise in even the most complex securities matters - from the initial government investigation to the filing of the civil cases to either settlement or trial. If you practice in this dynamic field, you know that the need to stay current and develop new strategies and tactics has never been more important. Our faculty of leading practitioners, government officials, and judges will update you on the latest best practices and case law.

How to approach the initial investigation and work with state and federal regulators in the interests of your clients
How to assess the civil complaints and coordinate multi-district actions
How to litigate the case through the pleadings, discovery, class certification and summary judgment
How to approach mediation and settlement of a securities action
How to try a securities litigation or arbitration
How to approach and assess ethical issues associated with complex securities litigation

Global Capital Markets & the U.S. Securities Laws 2012: Raising Capital in an Evolving Regulatory Environment

Wed, 06 Jun 2012 04:00:00 GMT

Capital markets are adjusting to a wide range of evolving regulatory standards which affect the way in which offerings are conducted around the world. At the same time, issuers around the world are subject to changing accounting and corporate governance standards, while market participants navigate new ground in derivative product regulation. Issuers and market participants also face an increasingly active global enforcement environment targeting activities taking place around the world. This program will keep securities lawyers up-to-date on domestic and international regulatory and market developments, bringing together an engaging group of expert practitioners and senior regulators for an in-depth look at how the U.S. securities laws work in the context of a rapidly evolving global regulatory environment.

Some of the areas this year’s program will cover are:

The latest developments with global regulatory efforts
Evolving accounting, disclosure and governance standards for issuers
Current developments with private and public offering practices
Changes to the global regulation of alternative investment vehicles and derivatives
Securities enforcement in an increasingly global regulatory environment

International Estate & Tax Planning 2012: Planning for the International Private Client

Tue, 05 Jun 2012 04:00:00 GMT

International private clients face a changing tax and regulatory environment. Their advisors must understand how to serve the international private client: that is, the client with assets and/or beneficiaries in more than one country. This includes U.S. clients having assets or beneficiaries outside the U.S., as well as non-U.S. persons with U.S. connections. Effective planning requires an understanding of the tax and legal framework on a multi-jurisdictional basis, including the interplay of income taxes, estate taxes, the laws of inheritance, financial regulation, the laws of immigration and nationality, the laws applicable to the taxation and legal effectiveness of foreign trusts, and the principles of conflict of laws. In the aftermath of the global financial crisis of the last few years, as well as apparent abuses and violations of the law, governmental authorities have increasingly focused on high net worth individuals who have international investments or interests in foreign entities or trusts. You should attend this program in order to strengthen your understanding of the fundamental issues in multinational succession and tax planning and the current tax and regulatory environment affecting international private clients. It will assist you in serving your international private clients.

Understand current trends with regard to FATF, GF and other initiatives
Review the fundamental concepts and issues in multinational tax and succession planning for international private clients, including the laws of property, inheritance, and conflicts of laws
A primer on the principles of community property and the mobile private client.
Review tax developments including recent legislation and legislative proposals affecting international private clients
Review the IRS voluntary disclosure program developments regarding the scope of FBAR reporting obligations
Learn about the use of private trust companies, governance issues and structuring for the same
Compare the use of domestic trusts and foreign trusts in international planning, including tax and non-tax considerations
Understand FATCA and its ramifications
Consider when an individual is a U.S. Person (citizen or resident) and analyze the resulting tax consequences, including certain principles of immigration law

The Ethics Game Show: E-Discovery Edition 2012

Fri, 01 Jun 2012 04:00:00 GMT

So, you think you know the ins and outs of e-discovery?

Join us, once again, to match wits with our all-star panel as you play the Ethics Game Show: E-Discovery Edition. Rather than quiz you on well known cases like Zubulake or Qualcomm, this program will present lesser known, but equally important cases from state and Federal courts. You will learn about:

civility,
sanctions,
confidentiality,
inadvertent disclosure, and
judicial misconduct

As we challenge you with questions as only the Ethics Game Show can!

Special Feature

Earn two hours of Ethics credit!

Enforcement 2012: Multi-Agency Enforcement Efforts

Wed, 30 May 2012 04:00:00 GMT

In the wake of the financial crisis and the continuing rollout of the Dodd-Frank Act, we continue to see unprecedented changes in our economic, business and regulatory regimes in general, and in enforcement efforts in particular. The changes result from the implementation of broadly sweeping legislation, new regulations, new regulators, and increased enforcement efforts. This unique program brings together panels of senior staff from the various enforcement and regulatory agencies - including the U.S. Commodity Futures Trading Commission, FINRA, U.S. Securities and Exchange Commission, U.S. Attorney’s Office, U.S. Department of Justice, Federal Reserve Bank of New York, Public Company Accounting Oversight Board, and U.S. Department of the Treasury - moderated by a law firm enforcement practitioner, to discuss agency priorities, how they are working together, and offer best practices for today’s rapidly changing enforcement environment.

Enforcement priorities of Federal and State regulators and law enforcers
What are the agencies thinking about, what are they focusing on, how are they working together and how do you need to work with them?
Changes in practice, and practical ways to deal with those changes
Practical implications of dealing with multi-agency investigations
Insider trading: new prosecution theories and new markets
Foreign facing conduct: get an update on enforcement issues and sanctions developments
Legal developments in the enforcement space: hear a review of important decisions from the past year
Overview of the current regulatory landscape: what’s happened over the last year, including the continuing implications of Dodd-Frank
How will new rules and statutes affect your practice?
Regulatory agenda - what’s on the horizon
Ethical issues in enforcement

Special Features

Perspectives from various government enforcement agencies on each panel
One full hour of ethics CLE credit

Asset Based Financing Economy 2012

Tue, 29 May 2012 04:00:00 GMT

Asset-based financing is a key source of credit for small and medium-size companies and for some larger, publicly traded companies as well. In contrast to equity financing where ownership in the company is diluted, asset-based financing allows companies to use their own assets to generate cash flow.

In structuring these loans, lenders and their counsel must consider all senior interests in the collateral, as well as the practical difficulties in obtaining payment in enforcement situations. Accordingly, asset-based lending requires not only a sound knowledge of the law, but also practical knowledge of the common drafting and enforcement issues likely to arise.

At this program, you will learn about the most common forms of asset-based financing, and the legal rules governing them, with particular emphasis on Article 9 of the Uniform Commercial Code and the Bankruptcy Code. In addition, our expert faculty will share what they have learned in representing secured creditors and borrowers in structuring asset-based loans and in enforcing them inside and outside of bankruptcy. The faculty will also discuss a number of ethical issues that arise in asset-based financings.

Basic rules for attachment, perfection, priority and enforcement of a security interest under Article 9
Common asset-based financing structures
Techniques for equipment, inventory and receivables financing
Priority issues relating to non-UCC liens and intercreditor arrangements
Enforcement and bankruptcy planning strategies
Ethical issues in asset-based financing
Recent UCC Article 9 developments and proposed revisions

Special Feature

Earn one full hour of Ethics credit

Private Placements and Other Financing Alternatives 2012

Mon, 28 May 2012 04:00:00 GMT

Join our expert faculty of leading practitioners and regulators as we analyze current developments in private placements and hybrid financing transactions, including proposed changes to Regulation A and other changes to the private offering regime, Private Investments in Public Equity (PIPEs), registered direct offerings, wall-crossed offerings, and change-of-control transactions. We will discuss the basics of private placements and other exempt offerings, as well as recent regulatory reform related and SEC developments involving exempt offerings. We will discuss recent changes to Regulation D effected by the Dodd-Frank Act. You will learn about Regulation A, staying private, Rule 701, Rule 144 and tacking issues, Section 4 (1-1/2) transactions, block trades, and financings in close proximity to one another. We also will address Regulation FD and other disclosure and communications issues arising in connection with undisclosed offerings. You will learn about regulatory and litigation developments involving private offerings.

Basic framework relating to exempt offerings, including Section 4(2) and Regulation D
Changes to Regulation D arising from the Dodd-Frank Act
Resales of restricted securities, including the application of Rule 144, tacking issues, Section 4 (1-1/2) and block trades
Changes to the accredited investor definition and the bad actor rule
Proposed changes to Regulation A
The impediments to staying private (500-holder rule) and private secondary trading markets
Recent developments relating to Private Investment in Public Equity (PIPEs)
Integration issues and recent SEC guidance
The effect of Regulation FD on private placements by public companies
Failed IPOs and private placements
Applying private placement financing techniques to other financings, and compliance concerns for placement agents
Hedging restricted stock
Change of control and other investments in distressed companies
General solicitation and other issues arising in connection with exempt offerings

Bankruptcy & Reorganizations: Current Developments 2012

Fri, 25 May 2012 04:00:00 GMT

The credit markets continue to be volatile, and in today’s weak economy, staying abreast of the current developments in restructuring, bankruptcy and reorganizations is essential. This advanced conference assembles a remarkable faculty of bankruptcy judges and leading practitioners who will provide you with a thorough review and analysis of hot topics, developments, and recent decisions in diverse industries. They will cover the recent Supreme Court decision of Stern v. Marshall, and subsequent decisions and their implications on jurisdiction, administration of business and litigation. The faculty will also address a practical review of recent Rules and trends that affect your practice on behalf of debtors, vendors, bondholders, lenders, diverse groups of creditors, hedge funds, committees, labor, and parties to executory contracts and other transactions. Equip yourself with strategies you can use daily, and feel confident advising your clients in these evolving areas of the law.

Current market developments; new Rules, Amendments - 2019
Stern v. Marshall - drastic implications for bankruptcy and reorganization cases?
MF Global, Lehman, General Motors, Chrysler, WaMu, Madoff, Bayou, General Growth, etc.
Structured and complex finance developments - repos, swaps, forward contracts, derivatives, SPVs - see MF Global, General Growth and Lehman
Corporate governance and the powers and duties of DIPs and of their boards; D & O liability and damage issues - deepening insolvency
How to recognize ethical issues and avoid missteps in your bankruptcy and reorganization cases; in pari delicto and Ponzi issues and defenses
Controversies on sales of assets free and clear under Sections 363 and 1129 and bid procedures and protections - General Motors, Chrysler, Texas Rangers, Philadelphia Newspapers, cf. River Road; Clear Channel and progeny
New developments regarding unsecured and secured claims and labor issues
Section 502(b)(6) cap on lessor’s rent claims, security deposits and L/Cs
Defenses to voidable preference attacks
Fraudulent conveyances, LBOs and safe harbors; valuation issues
Executory contracts and leases - assumption, rejection and “ride-through”
Intercreditor agreements, subordination and related litigation issues - West Point Stevens,
Ion Media; Boston Generating
New developments on plan proposals, disclosure statements and confirmation of a plan
International and cross-border insolvencies, inbound and outbound - Chapters 11 and 15

IP Monetization 2012: Maximize the Value of Your IP Assets

Thu, 24 May 2012 07:00:00 GMT

Companies and investors have awoken to the economic potential of intellectual property ("IP"). Recent patent transactions, including the Motorola Mobility, Nortel and Novell transactions, have had a disruptive effect on the patent monetization marketplace, significantly expanding the level of interest in patents from investment firms as well as senior executives at major companies.

The IP monetization marketplace is also seeing (i) increased activity internationally, (ii) increased financial engineering of royalties and other IP revenue streams, (iii) major developments in IP law (including the passage of the America Invents Act to reform patent law) that impact monetization strategies, and (iv) the deployment of new revenue-generating models to unlock the full economic value of IP.

IP Monetization 2012 is designed to help both those new to, and those already involved in, IP monetization get up-to-date on this exciting and fast-moving topic that is of rapidly increasing importance to companies and investors alike.

In IP Monetization 2012, leading players from operating companies, investment firms and consulting firms will explain the latest IP monetization techniques, review key trends and developments, and discuss and analyze important recent transactions, as well as other market developments. Additionally, attendees will learn the latest developments in IP valuation, and receive valuable practical insights from both in-house and IP marketplace participants who discuss their IP monetization experiences and strategies.

The latest regarding IP monetization techniques, including alternative value realization strategies
The current state of the IP monetization marketplace, including emerging strategies and techniques employed by market players, and an in-depth look at the most critical developments and trends in IP monetization
The key elements of a successful IP monetization program from top experts with significant experience in executing such programs
Important factors in considering IP litigation financing, a tool increasingly used by IP owners to leverage their IP assets
The impact of the America Invents Act and recent Supreme Court and Federal Circuit decisions affecting IP monetization strategies
The latest developments relating to IP valuation, including an update on recent innovations and current valuation issues
Valuable insights and tips from across the entire spectrum of IP monetization players, including in-house lawyers and IP managers, IP investors and aggregators, and brokers, consultants and other intermediaries

Securities Offerings 2012: A Public Offering: How It Is Done

Wed, 23 May 2012 04:00:00 GMT

This course tracks a public offering from the initial kickoff meeting to the closing dinner. The session has a practical focus on translating the law of securities offerings into the actual mechanics of starting and completing a public offering. The “how to do it” approach includes the preparation of registration statements, the SEC review and comment process, stock exchange listing and pricing mechanics. The course will also highlight “hot” topics in the current environment including two segments on the recently enacted Jumpstart Our Business Startups Act.

This course will provide a solid understanding of the legal framework for securities offerings under the Securities Act of 1933. Topics covered include the basics, such as definitions and regulations of “offers” and “sales” of “securities” and the distinctions between public and private offerings, including the need to register public offerings (and how that is done) and basic exemptions from registration. It will also cover important and ever-evolving topics, such as the current SEC agenda affecting the registration process, publicity restrictions and information practices, including free writing prospectuses, road shows, both live and electronic, and the use of the Internet and other means of electronic dissemination of information. The course will also cover the critical financial information that forms the backbone of disclosures in securities offerings, including: annual and interim financial statements, management’s discussion & analysis, the SEC’s rules concerning disclosure of so-called “non-GAAP financial measures” and other developments in disclosure documents.

Consumer Financial Services Institute (17th Annual)

Tue, 22 May 2012 04:00:00 GMT

On July 21, 2011, the Consumer Financial Protection Bureau (CFPB) created by the Dodd-Frank Act inherited rule-writing authority on a variety of consumer financial services regulations from the Federal Reserve Board. At the same time, the Bureau began to examine large banks and is now poised to supervise non-banks, issue new rules and initiate enforcement proceedings.

This year’s Institute will explore in detail the Bureau’s activities since its creation and look at where it is now that a Director is in place. As in the past, we will also cover significant developments in consumer financial services litigation.

Explore the ways in which the Dodd-Frank Act and the CFPB’s activities will affect your practice
Study the latest regulatory and enforcement initiatives of federal and state regulators and state attorneys general and the ways in which Title X of the Dodd-Frank Act has impacted their authority
Analyze the changes in the application of state laws to national banks and federal thrifts in light of the Dodd-Frank Act’s impact on federal preemption standards
Identify the regulatory and litigation priorities of consumer advocates in the coming year
Understand the implications of the U.S. Supreme Court ruling in AT&T Mobility v. Concepcion for consumer arbitration agreements
Get updates on the latest class actions and state attorneys general lawsuits against financial services companies
Survey class certification developments after the U.S. Supreme Court ruling in Walmart Stores, Inc. v. Dukes
Explore the potential impact of the U.S. Supreme Court rulings in First America Financial v. Edwards, Magner v. Gallagher and Freeman v. Quicken Loans

Developments in Pharmaceutical and Biotech Patent Law 2012

Thu, 17 May 2012 04:00:00 GMT

This year’s program is totally new! Pharmaceutical and biotech patent law is an important and rapidly changing practice area and the program is designed to give you the information you need to maintain your practice edge, concentrating on new developments from 2011 and placing them in the context of constantly evolving areas of the law.

Technological innovation, Federal Circuit appellate oversight, and Supreme Court decisions continue to drive significant changes in the law. Several different perspectives on many of the most pressing issues will be offered from very experienced practitioners.

Do not miss this opportunity to fully understand the impact of new appellate decisions on your pharmaceutical and biotechnology patent practice.

The impact of the U.S. Supreme Court’s March 20, 2012 decision in Mayo Collaborative Services v. Prometheus Laboratories, Inc.
The effect of the American Invents Act on pharma and biotech patent practice
Top pharmaceutical and biotech decisions from 2011
Recent Supreme Court decisions and its continued focus on patent law
Continued developments in the law of inequitable conduct and its affect on pharmaceutical and biotech patents
The Federal Circuit’s new standard for determining inequitable conduct and its implications for prosecution and litigation
Section 101 developments on patentable subject matter
Litigating patent cases - a view from the Federal bench

Information Technology Law Institute 2012: Innovations in Apps, E-books, Cybersecurity, Mobile Technology, Privacy and Social Media

Wed, 16 May 2012 07:00:00 GMT

Despite a troubled economy, the technology sector and telecoms continue to prosper and grow. Like the music industry a decade ago, the book publishing industry is undergoing fundamental structural changes because of the impact of e-readers. Industry and government are moving more of their core information processing needs to cloud computing and their privacy officers continue to worry about data security. Patent litigation continues to trouble many companies but the legal balance may be shifting. This is a program for those who are called upon to lead their clients through the legal and practical minefields of cutting-edge technology issues. It will give you the information necessary to keep up with the evolving digital landscape. At this year’s Information Technology Law Institute, you will hear practical advice to some of Information Technology’s most difficult issues including: answers to data security issues, legal and regulatory issues impacting online advertising, and current legal trends in e-discovery.

How Google, Facebook and other social networks have become development platforms for advertising and new services
Critical issues in data security when using cloud computing services
How non-practicing entity patent owners are confronting a changing and more difficult environment
The changing organization of book publishing and how deals are now structured
Legislative changes and recent cases concerning e-discovery
How hackers attack corporate computer systems and how to protect against them

Special Feature

One full hour ethics credit

Pension Plan Investments 2012

Tue, 15 May 2012 04:00:00 GMT

Experienced practitioners in the area of pension investment law, together with senior representatives of the Department of Labor, will give their perspectives, and illuminate issues, on current topics and recent developments. Continued statutory, regulatory and market changes ensure a full agenda of new developments to be debated and analyzed by the panelists. The Dodd-Frank financial reform legislation brought a new regulatory structure for pension investment activities in the derivatives markets that raises substantial uncertainties for a broad group of investment products, and compliance issues for plan fiduciaries. Keeping abreast of these developments, and staying current on new ERISA case law, enforcement actions and ordinary course investment practices, is critical.

Department of Labor perspectives on developments relating to prohibited transaction exemptions, and compliance and litigation priorities
Legislative and regulatory developments, including developments concerning pension plan transactions in derivatives; fiduciary status; the provision of services; and reporting requirements
Current investment fund issues, including structuring a plan asset hedge fund
Conflicts and the use and utility of information barriers
401(k) plan investment and administration issues
Core financial institution issues

School Law Institute (12th Annual)

Mon, 14 May 2012 04:00:00 GMT

Mark Your Calendar. More Information to Come!

Understanding Employment Law 2012

Fri, 11 May 2012 04:00:00 GMT

Whether you are new to the field, seeking a quick refresher, or if your law practice only touches upon employment law issues, this jam-packed employment law primer is designed for you. An expert faculty will lead you through the major regulations and case law governing the employer/employee relationship and offer practical pointers ranging from hiring to firing and everything in between. Please note that traditional labor law (e.g. the law of labor-management relations under the National Labor Relations Act (NLRA) and other statutes) will not be covered at this program.

Review the major employment law statutes and regulations, (e.g. FLSA, ADA, ADEA, FMLA, WARN Act, OSHA, and GINA) and identify the agencies responsible for enforcing them and enforcement trends
Explain the employer/employee relationship: define employees vs. independent contractors, temporary and leased employees and explore joint employment issues
Wage/hour considerations
Understand ADA/ADAAA and the accommodation process, including common practices following release of the Department of Labor’s final rules
Leaves of absence, including FMLA, ADA, military and other leave requests
Hear the latest guidance re: retaliation and whistleblower claims
Consider common pitfalls and opportunities associated with social media and technology in the workplace

IP Enforcement and Litigation 2012: Civil and Criminal Update

Wed, 09 May 2012 04:00:00 GMT

This program is designed to bring you up to date on both civil and criminal enforcement efforts and to put you in a better position to protect your client's intellectual property. As many know, the climate of enforcing IP rights is getting hotter and hotter not only in the physical world but also online. The infringing of IP rights is a multi-billion dollar industry and increases annually. It is crucial for rights holders to strategize, focus on and budget for their enforcement efforts. It is equally important for rights holders to know where they can turn to for help and on whom they can rely. This program offers in depth knowledge of criminal and civil IP enforcement programs and legal updates from the perspective of government and federal agencies, in-house brand counsel and outside private practitioners. This program will also discuss how these groups work together to undertake coordinated efforts.

What Government IP programs, initiatives and legislation are currently being planned or are underway
Best practices for coordinating enforcement matters with government officials, including Customs officers
Recent case law and legislative updates covering contributory infringers online: including registrars, proxy companies, credit card suppliers, internet service providers, auction sites, etc.
ICANN and gTLDs: new guidelines and potential enforcement issues for trademark holders
Tips on when, and how, to use ITC proceedings for patent or other IP enforcement: recent decisions and a Federal Circuit update
Programs to aid in the enforcement of online digital infringement, including television, movies and music rights
Quick and cost-effective methods to stop Internet fraud, including phishing or other fraudulent websites that utilize trademarks

Special Feature

Earn one full hour of ethics credit

How to Read Financial Statements 2012

Tue, 08 May 2012 04:00:00 GMT

Financial statements provide great insight into the financial activities of a corporation. For some corporations, these statements may be complex and can require extensive review. Attorneys are often involved in negotiating, structuring, or litigating matters where understanding a corporation’s financial statements are an essential element of the overall engagement. Attorneys who are proficient in understanding and reading financial statements will be better able to interact with and advise their clients.

At this practical half-day event, a distinguished panel of experts will provide a primer on understanding and interpreting the three primary financial statements: balance sheet, income statement, and cash flow statement. Among other things, the panelists will discuss key elements that all attorneys should be aware of when encountering these financial statements in the course of common corporate transactions and in litigation.

How to read, understand, and analyze balance sheets, income statements, and cash flow statements:
-Identify the asset, liability, and equity sections of a balance sheet
-Learn how to calculate EBITDA and free cash flow
-Understand the importance of operating cash flow
Evaluate key ratio and income metrics, including EBITDA margins and leverage ratios
Analyze financial metrics and qualitative factors that can be potential warning signs, where more in depth investigations may be required

Municipal Securities Activity by Broker-Dealers and Advisers 2012

Mon, 07 May 2012 04:00:00 GMT

The Dodd-Frank Act and related developments ushered in new rules for broker-dealers and advisers in the municipal market arena. This program will provide attendees with a solid foundation in the regulatory regime applying to broker-dealer and adviser municipal securities activity. Discussion will include the interplay between the SEC, FINRA, and MSRB with respect to municipal activity and offer practical compliance considerations.

The SEC’s Municipal Adviser Rule
Pay-to-play rules
The MSRB Rulebook
FINRA guidance re: broker-dealer sales of municipal securities

Developing Business 2012: Developing Networks and Client Relationships

Mon, 07 May 2012 04:00:00 GMT

Developing client relationships and building profile for one’s expertise requires a unique blend of skills and techniques. Whether you are a litigator or a transactional attorney, an associate or a senior partner, at a large or small firm or in practice on your own, you need to gain and master the skill of developing business that will sustain a successful practice. This program will concentrate on proven techniques that will help you successfully build your business and business relationships.

Our faculty of experienced attorneys and consultants will share their insights on the best and proven ways to develop business. They will concentrate on strategies that can be molded to suit each individual’s personal strengths and practice.

Environmental Regulation 2012: Hot Topics, Commercial Implications and Management Strategies

Thu, 03 May 2012 04:00:00 GMT

The federal Environmental Protection Agency continues to issue hundreds of pages of important new regulations each year, decisions of national importance in the environmental arena have been issued by the courts, and states have seized the initiative with new environmental regulations in such disparate areas of environmental law as climate change and hydrofracking.

This program focuses on recent regulatory and litigation developments in the environmental arena and new changes that are on the horizon. The program provides insights on how corporations manage compliance in a dynamic regulatory environment. Seasoned practitioners, senior government officials and experienced environmental consultants will provide practical advice on new regulatory requirements and their commercial implications.

ALL NEW!

Impacts of new initiatives in Clean Air Act and climate change regulation and energy policy.
New regulatory actions to address hydrofracking and water pollution and their commercial implications.
The effect of substantial developments in Superfund, Clean Air Act and other environmental litigation.
Management strategies for corporate compliance.
Practical implications of ethical rules in the environmental context.

Appellate Advocacy 2012

Wed, 02 May 2012 04:00:00 GMT

Appellate Advocacy will give you real world insight into effective appellate advocacy. Attendees will learn about all aspects of the appellate process, from things to do (and not to do) in the trial court, to strategies and techniques for persuasive brief writing and oral argument, to how and when to seek amicus support, to the rehearing and certiorari processes. Attendees will also hear the “view from the bench” - what judges find persuasive and effective.

Strategic choices in the trial court, as well as common trial court issues to watch out for
How to be an effective advocate both in brief writing and in oral argument
Soliciting amici and preparing amicus briefs
The rehearing and certiorari process
The View from the Bench: effective appellate advocacy from the judicial perspective

New York CPLR 2012

Wed, 02 May 2012 04:00:00 GMT

Mark Your Calendar. More Information to Come!

Real Estate Tax Forum (14th Annual)

Tue, 01 May 2012 04:00:00 GMT

At this annual program, nationally-recognized real estate tax experts will provide attorneys, accountants and real estate professionals with both an overview of the tax laws pertaining to real estate ownership and investment, and a detailed analysis of the most sophisticated and creative tax planning techniques available for structuring, restructuring and unwinding real estate transactions in today’s challenging capital markets. Using extensive visual aids and actual deal structures, this group of entertaining speakers/practitioners will share their vast experience, using today’s state-of-the-art planning techniques, with an emphasis on the practical approach to solving difficult tax issues affecting real estate investors and operators.

Stay current with an overview of the latest developments in real estate taxation, including recent and pending tax legislation
Examine joint ventures with real estate private equity and opportunity funds, tax exempt investors’ UBIT and REITs, including expanded coverage of contribution transactions
Get tips on handling complex workouts and restructuring issues in joint ventures and LLCs
Understand the use of “series LLCs” and the new proposed regulations
Structuring considerations in light of the Canal case
What people are doing in response to the threat of “carried interest” legislation
Learn to draft effective tax provisions for partnership and LLC agreements (including book-ups for service partners)
Designing creative deal structures: choosing the right entity for doing the deal
Explore the use of creative deferral and non-recognition strategies
Estate planning for real estate ownership
Receive practical advice on handling investments by foreign investors in U.S. assets
Strategies for avoiding income recognition traps and minimizing taxes under Sections 704(b), 704(c), 707, 737 and 752
Review real world ethical issues in real estate tax practice
Partnership equity for services regulations
Update on like-kind exchange developments (including tenancies-in-common, build-to-suit, reverse and related party exchanges)

Venture Capital 2012: Nuts and Bolts

Fri, 27 Apr 2012 04:00:00 GMT

A thorough understanding of current market practices, deal terms and conditions, transaction documents, and applicable securities, tax and ethical issues is critical in the venture capital business. This program, designed for those seeking a secure foundation in the venture capital field, will teach you the essentials of venture capital. From examining the anatomy of a venture capital deal, to participating in a mock term sheet negotiation, to exploring key issues in follow-on financing rounds, exit strategies and securities law compliance, our expert faculty of lawyers, venture capitalists and business executives will analyze the legal and business issues you need to master to actively and successfully participate in today’s venture capital environment. You will also learn about the latest financing trends, regional differences in deal practice, and ethical issues that arise when representing start-ups and venture-backed companies.

How to form and counsel start-ups
Key venture capital finance terms
Bridge finance and venture debt terms and trends
Structuring exit strategies
The applicable securities laws and private placement exemptions

Basic Immigration Law 2012

Thu, 26 Apr 2012 04:00:00 GMT

Mark Your Calendar. More Information to Come!

Counseling Clients in the Entertainment Industry 2012 - Sound Recordings; Music Publishing

Tue, 24 Apr 2012 04:00:00 GMT

Experienced entertainment attorneys and business executives will discuss legal, financial, business, and ethical issues in the practice of entertainment law.

The morning will be geared toward a basic understanding of an artist-record company agreement with a mock negotiation as the format, and will address current issues and trends in the record industry including digital distribution of sound recordings. The afternoon session will provide a basic understanding of music publishing terms and concepts and will include a mock negotiation of an exclusive songwriter agreement.

Counseling Clients in the Entertainment Industry 2012 - Television, Video & User-Generated Content; Videogames & Computer Entertainment; Building an Entertainment Law Practice; Ethics

Mon, 23 Apr 2012 04:00:00 GMT

Experienced entertainment attorneys and business executives will discuss legal, financial, business, and ethical issues in the practice of entertainment law.

Overview of Entertainment Law Issues; Television, Video & User-Generated Content; Videogames & Computer Entertainment

The morning session will address high-level issues in entertainment industry transactions and will cover legal and business issues and emerging trends in the television and video industries, including recent developments involving online video and user-generated content. The afternoon session will sort out the parties to game development deals and their respective interests, take a look at key negotiating issues from both sides of the table, and conclude with a mock negotiation of a development deal between a game developer and game publisher.

Evening Session - Building an Entertainment Law Practice; Ethics

The evening session will feature a panel addressing how to develop and grow an entertainment law practice. Thereafter, ethical considerations in the practice of entertainment law will be examined (one full hour ethics credit).

Special Feature

Network at the cocktail reception on the evening of Day 1, sponsored by SESAC.

Ethics for Government Lawyers 2012

Fri, 20 Apr 2012 04:00:00 GMT

The scope and application of the attorney client privilege in the public sector
Ethics rules that apply to government lawyers
Understanding who the client is
The interaction between ethics rules and other regulations that affect government lawyers
Transitioning between the private and public sectors

Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider 2012

Fri, 20 Apr 2012 04:00:00 GMT

The reduction to writing of an agreed-upon understanding among parties can sometimes be viewed as a cursory step in formalizing a business relationship. Yet the manner in which concepts are expressed on a page are often as important as the concepts themselves. Solid contract-drafting skills are therefore essential tools to any professional who deals with transactions or business relationships. Unfortunately, although contract counterparties might have the best of intentions, many contracts - even those drafted by experienced attorneys and those relating to the most prominent of transactions - are plagued with ambiguities, inconsistencies, unintended imprecision, and “bloat” from unnecessary legalese, rendering them confusing, risky, and potentially very costly.

Fundamental Concepts in Drafting Contracts: What Most Attorneys Fail to Consider is a course designed to convey fundamental - but often unconsidered - principles to assist both newly admitted and seasoned attorneys with drafting, analyzing, and interpreting contracts. Unlike many other contract-drafting courses, this course focuses on the manner in which concepts are expressed in a contract, rather than the substance of any provision or contract in particular.

Topics include:

the importance of language in contracts;
categories of contract language (including language of performance, obligations, prohibitions, discretionary language, representations, acknowledgments, and language of policy);
the distinction between shall, will, and must;
conditional language;
language of exception and subordination;
the concept of deemed;
references to time;
ambiguities associated with and and or; and
legal archaisms.

Hot Topics in Advertising Law 2012

Thu, 19 Apr 2012 04:00:00 GMT

In these economically challenging times, marketers need to fight harder than ever to preserve and increase market share. With the continued expansion new media outlets, and the growing importance of social networking, those battles need to be fought on an ever expanding number of fronts. Advertising and promotional campaigns are thus more important than ever, as are the tools needed to prevent unfair and deceptive advertising by competitors. This advanced-level program will provide you with the practical skills you need to navigate the new regulatory and competitor minefields, as well as a preview of coming attractions in the field. Led by an all-star faculty of industry experts, this program has been completely revised for 2012 to provide the latest developments and strategies for successful, persuasive, legal advertising campaigns.

The social media revolution, and what it means for clearing and conducting advertising campaigns
A preview of the challenges that neuromarketing and social media analytics will raise
The FTC's and NAD's enforcement priorities, and how they work together to support self-regulation and discourage deceptive advertising
The growing influence of Internet surveys in advertising substantiation and challenges
The use and abuse of class action complaints in false advertising
A view from the bench on advertising litigation in federal court

Doing Deals 2012: The Art of M&A Transactional Practice

Wed, 18 Apr 2012 04:00:00 GMT

The M&A market has been experiencing a period of great expectations, with higher deal activity compared to recent troughs but with economic anxiety creating uncertainty about the future. Increased volumes of tender offers and hostile deals, as well as spin-offs, has been an important trend, while the use of innovative structuring mechanisms, such as contingent value rights, has been another. M&A participants continue to raise questions about what “the market” for deal terms is, whether buyers or sellers now have the upper hand, and whether any new paradigms in deal-making will emerge. These questions, along with the new deal technology and case law emerging to address them, are among the points that will be discussed at the Doing Deals program.

A prominent faculty of top lawyers and investment bankers will share their years of experience and teach you how best to represent your clients by creatively structuring, coordinating and managing M&A transactions.

How to choose a transaction structure: Navigating the world of mergers and tender offers
Using innovative deal structures to get the deal done: the use and abuse of earnouts, CVRs and dual-track merger/tender offers
How to get the deal started with effective due diligence and confidentiality agreements
Whether or not to do term sheets and letters of intent
Developments in Delaware law relating to M&A deals
The nuts and bolts of definitive agreements - representations and warranties, covenants, conditions and indemnification provisions
Special considerations when doing cross-border deals
How to launch or defend against a hostile deal or an activist hedge fund

A Guide to Financial Institutions 2012

Tue, 17 Apr 2012 04:00:00 GMT

U.S. and international banks and other financial institutions, the laws under which they operate, and the public and private expectations governing their business have undergone a dramatic transformation in the aftermath of the financial crisis. The strategic, operating, governance and core legal concerns applicable to financial institutions have always been different than those applicable to non-financial companies, but those differences have now become sharper and more complex. With the lessons of the financial crisis, the immense, continuing process of regulation following the Dodd-Frank Act, and the opportunities and strategies applicable for shaping the new legal and regulatory framework, we remain in an important transitional period.

This program is intended to help practitioners navigate this transition and plan for the future. We will cover a range of legal and regulatory developments affecting financial institutions, from systemically significant banks and non-bank financial institutions to community banks. We will also place a special emphasis on developing enforcement issues and trends by including panels covering such developments as the Consumer Financial Protection Bureau, changes to federal preemption standards, continuing state enforcement activity, and waves of safety and soundness and failed bank enforcement actions.

We will also examine the ways in which financial institutions are reshaping themselves and restructuring their businesses to adapt to new market and regulatory realities, including new and evolving capital requirements, activities restrictions, regulatory approval requirements for acquisitions, implications of new recovery and resolution planning initiatives, and other potentially significant factors affecting growth and complexity of financial institutions in the new regulatory environment.

Understand the scope of changes that continue to occur in the financial sector
Explore the changes that have already been made and look ahead to the changes that remain on the regulatory horizon
Survey the current issues on regulatory, enforcement and compliance agendas
Analyze the unique challenges associated with the implementation of “state of the art” and “best in class” governance and risk management practices
Examine the impact of the of these developments, and more broadly the economic environment, on M&A activity
Understand the critical considerations for raising and maintaining capital in the current environment

IP-Driven M&A: The Revolution Has Arrived

Tue, 17 Apr 2012 07:00:00 GMT

In the unlikely event that you haven't noticed, there has been a seismic shift over the past year or so in the role of intellectual property, and particularly patents, in corporate M&A transactions.

In the world of high-tech M&A, patent analysis has historically been relegated to the later "due diligence" stages of an M&A transaction and the focus has been primarily if not exclusively on patent risk factors (e.g., the target's exposure to third party infringement claims or the potential loss of a critical inbound license). Except in rare cases, the strategic value of the target's patent portfolio has not been a factor in sourcing or pricing the deal. Now all that has changed and strategic patent value has been a driving force in some very significant recent M&A transactions.

The all-star faculty examines the reasons for the change, the ways in which such IP-driven M&A transactions are being structured and valued, and predictions about the expansion - or collapse - of this new market. Learn from the best. The faculty includes current and former corporate IP counsel from Apple, Cisco, Google, Kodak, Intel, JDSU, Nortel and Yahoo, as well as veteran Silicon Valley outside counsel, seasoned investment bankers, and valuation specialists.

The historical evolution of IP-driven M&A
Learn the factors responsible for the recent shift in IP-driven M&A
Understand the importance of market context: mobile devices versus life sciences
Hear how traditional investment bankers look at IP-centric deals
Master the challenges of estimating risk-adjusted patent value
Take home best practices in diligencing quality and impact of large patent portfolios
What's ahead: IP gold rush or patent bubble?

International Arbitration 2012

Sun, 15 Apr 2012 04:00:00 GMT

If your company or client has a dispute arising out of a contract with a foreign party, international arbitration represents the best method of resolving that dispute in a neutral forum and enforcing any subsequent award. However, the resolution of international business disputes through arbitration raises issues that are simply not present in the litigation context. In many ways, arbitration offers more choices than litigation. What is the appropriate place of arbitration? Under which rules should you arbitrate? How many arbitrators should you have?

Which arbitrator should you choose? How can you make the proceeding more efficient? This program will address these and other critical issues and give you the information you need to successfully navigate the international arbitration process. Join our exceptional faculty of experienced practitioners for instruction on the most current and important topics in this fast-growing field. If you handle any aspects of international arbitration or mediation for your clients or company, you will not want to miss this conference.

Recent developments in international arbitration
The international arbitrator’s point of view
Emerging venues in arbitration
In-house counsel’s perspective on how to achieve a successful arbitration
Practical tips for winning your cases

Ethics for Transactional Lawyers 2012

Fri, 13 Apr 2012 04:00:00 GMT

Who the client is - organizations, not officers
When to report wrongdoing: internally (up the corporate ladder and to the Board) and externally (to regulators)
SEC professional responsibility rules for issuer’s counsel
Conflicts waivers
Internal investigations
SEC and CFTC whistleblower provisions:policy and ethical considerations

How to Prepare an Initial Public Offering 2012

Thu, 12 Apr 2012 04:00:00 GMT

Led by several social media companies, the IPO markets have begun to be receptive to initial offerings in a variety of sectors. Given the uptick in activity, the content of this program seems very timely. In almost any market, however, understanding the IPO process is an essential skill for both legal and business advisors.

An experienced faculty, including attorneys, an underwriter, and a member of the Securities and Exchange Commission staff, will analyze the nuts and bolts of an initial public offering in the context of the current market. The process will be discussed from the standpoint of the issuer (both domestic and foreign), the underwriters, their respective counsel and the SEC.

How to get started and on what to focus during the planning stage
Drafting the registration statement
Drafting and negotiating the underwriting agreement
Due diligence responsibilities and liabilities of the participants
Negotiating the comfort letter and special accounting considerations
Dos and don’ts during the IPO “quiet period”
The SEC’s role in the IPO process
Special considerations for foreign private issuers
Corporate governance best practices and how practices differ for controlled companies
Unique issues for particular kinds of offerings

Consolidated Tax Return Regulations 2012

Tue, 10 Apr 2012 04:00:00 GMT

During the past 15 years, the Department of the Treasury and the Internal Revenue Service have substantially revised the consolidated return regulations. These changes, coupled with legislative developments, judicial decisions, and published and private rulings, have dramatically changed the operating rules of consolidated returns. An understanding of these rules is critical for practitioners and corporate tax counsel who practice in this area. This new program explores the policy and mechanics of these rules and regulations. Leading private practitioners in the field and government officials responsible for drafting the regulations will explain the latest developments.

Examine the unified loss rule’s impact on corporations filing consolidated returns, including selling stock of a subsidiary member anticipating a loss, and buyers acquiring subsidiary stock from a selling consolidated group
Survey the ways in which the economic substance doctrine affects consolidated returns
Analyze the interplay between the intercompany transaction provisions and the controlled group rules of Section 267(f)
Explore the ways in which the cancellation of debt (COD) provisions interact with the intercompany transaction rules

The SEC Speaks in 2012

Sat, 07 Apr 2012 04:00:00 GMT

Over the past year, the Commission has engaged in a broad range of rulemaking projects to implement the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires significant rulemaking and provides enhanced enforcement authority to the Commission. These projects include new requirements for hedge fund and other fund advisers, proposals to build a new regulatory structure for the security-based swaps market, and a new whistleblower program to incentivize those who possess useful information regarding unlawful conduct to come forward and assist the SEC in identifying potential violations of the federal securities laws. The SEC also has engaged in significant rulemaking related to credit rating agencies, new specialized corporate disclosures, and regulation of the asset-backed securities market.

The Commission continues to focus on accelerating its enforcement efforts. The Division of Enforcement now has its new structure fully in place, with more investigative attorneys on the front lines and fewer in management; new specialized units building expertise in complex, high priority areas; and a new leadership team directing an increasingly effective and aggressive Enforcement program. Complementing this new structure are emerging strategies to identify and pursue wrongdoers earlier through the use of sophisticated analytic tools and data-based templates that identify suspicious patterns and behaviors, and a Cooperation Program where “insiders” with knowledge of wrongdoing are encouraged to come forward early, thus allowing the Commission to bring stronger cases and shut down fraudulent schemes earlier than would otherwise be possible.
This year more than ever, you will want to hear from the Chairman, Commissioners, and senior staff about the SEC’s initiatives and priorities at The SEC Speaks in 2012.

On Friday, registrants may attend one of the following Workshop Sessions:

Workshop A: Enforcement*
Workshop B: Compliance Inspections and Examinations
Workshop C: Trading and Markets
Workshop D: Corporation Finance

On Saturday, registrants may attend one of the following Workshop Sessions:

Workshop E: Accounting
Workshop F: Investment Management*
Workshop G: International Developments

* Please note: One Workshop will be Webcast each program day.

On Friday, Workshop A: Enforcement will be Webcast and on Saturday, Workshop F: Investment Management will be Webcast.

Advanced Licensing Agreements 2012

Fri, 06 Apr 2012 07:00:00 GMT

Licensing transactions are becoming more complex than ever. The constantly evolving legal, regulatory and technical landscape drives the need to stay current in all of these key areas. Whether utilized to develop technology, expand or create market opportunities, or generate returns from existing assets, managing complex licensing transactions requires a broad and varied toolkit. Additionally, whether licensing patents, copyrights, trade secrets or trademarks, the ability to structure, draft and negotiate complex license agreements is critical to a successful transaction. This program is designed to address some of the more complex and practical issues that arise in drafting and negotiating IP licenses, as well as tips for specific industries such as software, entertainment, and life sciences. This program will feature updates on current legal developments, present case studies highlighting best practices, provide tactics for negotiating frequently contested issues, and provide guidance on identifying and avoiding common pitfalls, keeping the relationship on track, litigation planning and avoidance, and addressing ethics concerns. The speakers will illustrate both outside counsel and in-house perspectives.

Learn best practices for drafting patent and technology licenses
Receive pointers on strategic alliances and other joint development agreements
Master critical issues in software licensing and open source licenses
Get guidelines for effective trade secret licensing
Obtain guidance on copyright, content, and trademark licensing
Understand critical issues in life sciences licensing
Learn effective negotiation strategies

Special Features

Treatment of IP licenses in bankruptcy
Conducting a license agreement royalty audit
In-depth panel discussion of a complex technology license
In-depth mock negotiation of a complex content license
Break-outs on critical issues in international licensing
Special issues in rights of publicity licensing
Special considerations in cloud computing licensing
Earn one hour of ethics credit

Green Technology Law and Business 2012: Strategies for Investment and IP Protection, and What Mainstream Companies Need to Know About CleanTech

Fri, 06 Apr 2012 04:00:00 GMT

The investment environment for private and public financing of alternative, renewable and cleantech energy sources is undergoing complex changes, requiring companies that seek investments and parties that make investments to adjust to today’s changing realities. Mainstream companies are adopting clean technologies to become better businesses, reduce costs, maintain their status as suppliers to important customers, and increase their market penetration - whether or not global warming does or does not exist. Environmental sustainability is becoming a corporate strategic imperative because doing nothing will cost more. Tax strategies are an important part of financing GreenTech, and of how mainstream companies take advantage of incentives to adopt GreenTech. There are also ethical considerations arising in advertising for sustainability, and Green certifications that need to be examined. Companies can face liability for false claims. This PLI program provides Ethics credit and focuses on the practical issues you need to know, identifying the problems you may not know you have, and the practical steps you need to take to stay ahead of the curve in these rapidly evolving areas. Staying up-to-date means staying current with recent developments and adopting contract provisions that look over the horizon for emerging business practices. It is critical for lawyers, financiers and other professionals to stay current with developments in order to manage their organization’s challenges and take advantage of new opportunities. This path-breaking conference will bring together legal, government and business experts to provide guidance on the pressing issues that companies need to know today, in order to plan for tomorrow’s legal landscape.

Recent litigation and regulatory developments
The changing environment for private, public and combined private/public financing of alternative, renewable and cleantech energy sources, and new strategies for raising debt and equity
The convergence of mainstream business practices and Green technologies, and how business models will change as companies increase energy and water efficiency in their own operations and in those of their supply chains
Tax strategies for GreenTech transactions
Emerging antitrust issues
Traps for the unwary in drafting GreenTech contracts
Offensive and defensive IP in GreenTech and how to treat joint inventions
What is new in due diligence
Ethical issues arising out of advertising and Green certification programs

Going Private 2012: Doing the Deal Right

Thu, 05 Apr 2012 04:00:00 GMT

Many public companies in 2012 will continue to exit the public arena. Learn what it takes to get a deal done and what a transaction looks like - from start to finish. Avoid an embarrassing challenge to the transaction. Attend this PLI program and, in one day, you will learn the necessary practice tools to do a going private transaction from a knowledgeable faculty.

Is going private a viable alternative for a public company?
What are the key drivers when deciding to go private?
What are the fiduciary duty considerations?
Should the Board of Directors form a special committee?
Who are the key players in a going private transaction?
What are the key issues in negotiation strategy?
Are there special rules for dealing with private equity firms?
How can you ensure that the transaction will close?
Are there steps you can take to avoid issues with the SEC?
What financing alternatives are available for going private transactions?
What are the continuing effects of the credit and equity markets’ instability?
Is litigation a foregone conclusion in a going private transaction or are there steps you can take to avoid it?

IP Issues in Business Transactions 2012

Wed, 04 Apr 2012 07:00:00 GMT

A multitude of IP-specific issues may arise in business transactions, and it is important for practitioners to know all they can about unique considerations that may come into play. Attend this program and you will learn how to assess intellectual property as a strategic asset. In addition, avoid costly missteps and find out how to assess opportunities to monetize IP and structure transactions so as to maintain alignment with overall business goals. Other critical topics addressed include IP portfolio review and management, licensing, valuation, and enforcement. The stellar faculty will also review joint development, bankruptcy, tax and due diligence issues, as well as unique aspects of transactions concerning data, social media and online assets. Covering issues that may arise across patent, trademark, and copyright law, this program is a must for all IP transactional attorneys.

How do you identify the IP a business should own and how can you monetize these assets?
When should a company enter strategic alliances and engage joint venture partners?
What due diligence considerations are especially significant in transactions involving IP?
How do you administer and finance an effective enforcement program?
What types of ethics issues arise in transactions related to intellectual property?
How do you administer an IP licensing program?
And so much more!

Ethics for Corporate Counsel: Multijurisdictional Practice and Other Current Issues 2012

Wed, 04 Apr 2012 04:00:00 GMT

New developments in multijurisdictional practice issues (including the interplay and disparity of various state ethics rules, different enforcement regimes, interplay between U.S. rules and international rules)
Current issues relating to multiple representation
Recent developments involving conflict of interest
Whistleblower remedies for corporate counsel
Dangers to corporate counsel in civil discovery
New developments in confidentiality, the attorney-client privilege, and the attorney work-product doctrine (including disclosure obligations to third parties, the status of government pressure to waive, selective waiver, and inadvertent waiver)
Lawyers’ exposure to civil liability

Broker-Dealer and Adviser Regulatory Compliance Forum 2012

Wed, 04 Apr 2012 04:00:00 GMT

Brokerage and advisory firms’ compliance programs are under intense regulatory scrutiny. At this program, attendees will be provided with expert analysis regarding today’s hot topics impacting the relevant regulatory framework, as well as practical considerations regarding the design and implementation of such programs. A distinguished faculty of practitioners and regulators will review current regulatory initiatives and recent examination and enforcement activity to give attendees a multi-faceted perspective on requirements and best practices in this area.

FINRA’s new Suitability/Know-Your-Customer rules
Trends in SEC and FINRA examinations
FINRA’s new advertising rules
What are the lessons learned from recent enforcement actions?
How should conflicts of interest be disclosed and resolved?
What is the liability of the Chief Compliance Officer and Chief Legal Officer for failure to supervise?

Patent Law Institute (6th Annual)

Fri, 30 Mar 2012 04:00:00 GMT

The Institute is designed to be of ultimate practice value to all three subgroups in the patent law community: patent prosecutors, patent litigators, and strategic/transactional lawyers.

The two-day schedule includes six plenary sessions of interest to all patent lawyers and six breakout sessions in each of the three subgroups.

You design the two-day schedule that best meets your professional needs.

Do not miss this unique opportunity to sharpen your practice skills and to network with federal judges, USPTO officials, in-house counsel and outstanding outside patent lawyers.

Plenary sessions include:

Keynote Address by Robert L. Stoll, Commissioner for Patents
A dialogue with Federal Circuit Chief Judge Randall R. Rader
Corporate counsel divulge critical issues that keep them awake at night
A distinguished panel of Judges from critical U.S. District Courts
The practice impact of the America Invents Act, and recent Supreme Court and Federal Circuit decisions
Special Feature: Earn 1 hour of legal ethics credit

Plus customize your Institute by choosing from 18 breakout sessions!

Prosecution Breakout Track: three sessions focused on USPTO rules implementing the America Invents Act and other important PTO actions; two sessions focused on chemical and biotechnical patent prosecution; and hot topics in patent prosecution.

Litigation Breakout Track: containing patent litigation costs; surviving discovery; pre-litigation best practices; litigating against non-practicing entities; International Trade Commission litigation; and developments in patent damages.

Strategic/Transactional Breakout Track: software and related technology patenting; product injunction avoidance - clearance and design-arounds; hot patent licensing issues; patent portfolio quality and cost-effectiveness; reexamination as a tool; and the continuing importance of Opinions of Counsel.

Corporate Governance - A Master Class 2012

Wed, 28 Mar 2012 04:00:00 GMT

The Dodd-Frank Act reflected a fundamental change in corporate governance. But the changes only began with the passage of the Act. Since then, the SEC has been busy passing rules required under the Act, many of which have had and will have a profound impact on public companies and the securities markets. Join our expert faculty as we discuss the changes that have already occurred and those yet to come.

Audit Committees: structuring and managing relations with external auditors, the new risk and compliance environment, and responsibilities for internal controls and how to fulfill them
Compensation and Nominating Committees
- Compensation Committees’ “to-do” lists after the first round of say-on-pay
- Boards and proxy contests - thinking about control and “short slate” contests
Delaware law developments
Enforcement initiatives: whistleblowers, insider trading initiatives, and the increased focus on individuals
Ethical issues: whistleblower rule, internal investigations, multiple representations and SEC cooperation

Advising Nonprofit Organizations 2012

Tue, 27 Mar 2012 04:00:00 GMT

The business of running a nonprofit organization has become increasingly complex, as nonprofits are under heightened scrutiny to account for their management and fiduciary practices. The repercussions from the economic crisis and the need to cope with ongoing financial uncertainty have also brought into focus new legal standards for proper investment conduct, while the changing technological landscape forces nonprofits to confront new legal issues related to innovative fundraising strategies, strategic alliances, and international grant-making, among other issues. As the environment in which nonprofit organizations operate becomes increasingly intricate, and attention to proper corporate governance becomes ever more important, attorneys who advise nonprofits and their boards of directors or are contemplating board service themselves must be aware of both the legal norms governing their conduct and the public perceptions of charitable activities.

Important distinctions between categories of federal exemptions
Principles of good governance for all types of organizations
Duties of directors and officers
Federal tax rules relating to fiduciary conduct
What the New York Prudent Investment of Institutional Funds Act means for all New York nonprofits, and practical ways of addressing these issues
Tips for avoiding potential traps for the unwary hidden in the law
How to structure new organizations to meet the highest ethical standards
General tax compliance issues, including lobbying restrictions and unrelated business income taxes
Charitable fundraising regulations and how to comply with them
Fundraising on the Internet

Commercial Real Estate Financing 2012: Getting Back to Business

Tue, 27 Mar 2012 07:00:00 GMT

Commercial real estate lenders are getting back on their feet, and borrowers still need to refinance loans or find new lenders. But more regulations and conservative underwriting are the themes of the day. This seminar will take a look at some ongoing workout and special servicer strategies to deal with persistent problem loans that are still victims of the last cycle. At the same time, it will explore how different deal structures and documentation are affecting how new deals are being done today.

A faculty of seasoned practitioners will help dust off some basic concepts, and explore how real estate financing has changed and how that change affects the practitioner. The speakers will focus not only on securitized lending as it starts to revive, but also on joint venture financing, mezzanine loans, leasehold lending, and more.
Many new topics!

What is securitization starting to look like in a more regulated environment?
CMBS 2.0: how is this different from CMBS 1.0?
Leasehold Mortgages: what’s really important, underwriting issues
Joint Ventures as Financing Vehicles: how they work, what each party expects
Mezzanine Loans: deal structures, closing and enforcement issues
Multiple Creditors: how to keep the credit family happy, and know who’s boss

plus

Big deals in court, including General Growth and its impact on borrower structures
Special servicers, and how to get them to pick up the phone
Legal Opinions: how has borrower’s counsel been burnt?
Borrowers’ Pushback on Carveout Liability: is there any hope?
Ethical issues today - receive an hour of CLE ethics credit
and much, much more . . .

Current Developments in Federal Civil Practice 2012

Tue, 27 Mar 2012 04:00:00 GMT

Every year, litigators look to PLI’s Current Developments in Federal Civil Practice program for a comprehensive update on federal civil practice. For the 2012 program, a distinguished faculty of highly experienced litigators and judges will once again analyze all the significant new developments in federal civil practice and the implications of these developments for your practice and trial strategy.

At Current Developments in Federal Civil Practice 2012, you will learn from outstanding practitioners and federal court judges about:

Key provisions of the new Federal Courts Jurisdiction and Venue Clarification Act of 2011
Motion practice developments and update
Handling current and emerging electronic discovery issues
Evidence update
Ethical issues in federal civil practice
Law , strategies and best practices in dealing with expert witnesses
The “View from the Bench”: how the judges view pretrial and trial actions of attorneys

Managing Wage & Hour Risks 2012

Mon, 26 Mar 2012 04:00:00 GMT

Wage and hour claims under federal and state laws continue to hit record levels. In the federal courts alone, Fair Labor Standards Act case filings have nearly doubled over the past five years. Counsel responsible for wage and hour matters must understand how to identify and anticipate wage and hour risks so that they can manage those risks through compliance programs, responses to early warning signs, cost-effective defense of wage and hour investigations and litigation, alternative dispute resolution, and innovative structures for settlements.

Hear from the Solicitor of the United States Department of Labor on wage and hour enforcement and regulatory initiatives
Jury trial of wage and hour claims, presented by counsel who tried three wage and hour class and collective actions to jury verdicts in 2011
Principal sources of wage and hour claims under federal and state laws
Development and implementation of compliance programs and “first alert” procedures
Latest developments on exempt status, off-the-clock work, preliminary and postliminary periods, overtime, minimum wage, and state law wage requirements
Requiring alternative dispute resolution for wage and hour claims, particularly as affected by the Supreme Court’s recent decision in ATT Mobility v. Concepcion
Managing wage and hour investigations, including increased enforcement activity by the U.S. Department of Labor
Managing wage and hour litigation, including the latest developments on discovery, class certification, “hybrid” cases, and dispositive motions
Structuring settlements - pre-litigation, and to resolve litigation

Investment Management Institute 2012

Thu, 22 Mar 2012 04:00:00 GMT

You’ll hear expert panelists discuss significant business and legal developments in the investment management area over the past year and important regulatory initiatives such as:

New rules implementing provisions of the Dodd-Frank Act
The impending new regulatory treatment of investment advisers and broker-dealers and the standards to which those professionals will be subject
Investment adviser regulation for private fund managers
The future of investment adviser oversight
Up-to-date SEC staff investment management compliance guidance
The continuing saga of the use by funds of derivatives
Potential new regulatory initiatives relating to securities lending, target-date funds and exchange-traded funds
Working with the SEC adviser pay-to-play rule
The aftermath of Janus Capital Group
The changing world of mutual fund distribution
Governance initiatives of importance to fund independent directors and trustees
Possible new regulations affecting money-market funds
Recent investment management litigation and enforcement activities
Effect of FINRA rules on the investment management business
Effect of CFTC regulations on the fund industry
The widening web of enforcement
Ethics for the investment management practitioner

At this two-day program, you will hear from current and former regulators, industry experts and practitioners about these regulatory matters, as well as about business topics such as developments of new financial products and services.

ERISA Fiduciary Investment Basics 2012

Wed, 21 Mar 2012 04:00:00 GMT

This course provides an introduction to the basics of ERISA fiduciary law using a case-study vehicle for lawyers seeking to solidify their understanding of the regulatory framework, to ensure that they have a full picture of the important issues to be addressed and to develop their analytical abilities. At this year’s program, you will learn about the principal issues in ERISA fiduciary regulation through the use of a real world hypothetical, which will walk you through the establishment and operation of a plan asset hedge fund. Throughout the day, expert panels will help you identify the many ERISA considerations and issues that can and do arise during this process. Each panel will be comprised of a team or teams of speakers who will discuss the relevant issues from the perspectives of:

The Fund and its Manager
A Pension Plan Investor and its Investment Committee
The Fund’s Prime Broker
A Broker-Dealer Counterparty

Social Media 2012: Addressing Corporate Risks

Wed, 21 Mar 2012 07:00:00 GMT

Did you know that Facebook now has more than 750 million active users? (By contrast, the entire population of the United States is 310 million people.) Or that Facebook accounts for nearly nine percent of all Web traffic? And that over three billion photographs are posted to Facebook each month? Or that Twitter users sent over 25 billion Tweets during 2010? Or that Google+ is the fastest-growing social network ever? And that over three billion videos are viewed per day on YouTube?

Facebook, Twitter, LinkedIn, YouTube, Google+ and other social media sites are transforming not only the daily lives of consumers, but also how companies interact with consumers. Indeed, even the largest, most conservative blue-chip corporations have begun to embrace social media: one study revealed that, of the Fortune Global 100, 65% had Twitter accounts, 54% had a presence on Facebook, and 50% had a YouTube channel; these numbers will only increase over time. Indeed, many marketing professionals view social media as the single greatest marketing tool to have emerged in this century.

However, along with the exciting new marketing opportunities presented by social media comes challenging new legal issues. In seeking to capitalize on the social media gold rush, is your company taking the time to identify and address the attendant legal risks?

Please join us as leading practitioners and industry experts explore the cutting-edge legal concerns emerging from social media, and provide practical solutions and real-world insights to assist you in tackling these concerns.

Social media: How it works, and why it is transforming the business world
Minimizing liability arising from use by employees
E-discovery and record retention considerations
User-generated content and related IP concerns
Ensuring protection under Internet-related safe harbors
Online marketing: New opportunities, new risks
Privacy law issues
Practical tips for handling real-world issues

Special Feature

In-house panel of social media experts to address hot issues and provide creative solutions.

Understanding Financial Products 2012

Tue, 20 Mar 2012 04:00:00 GMT

The explosion of new financial products over the past decade, the implosion of the credit markets and the resulting significant new regulatory requirements under Dodd-Frank underline the importance of a basic understanding of financial products. While these instruments have been, in the view of many, invaluable investment tools, and have presented enormous potential for product manufacturers and investors, they also create potentially significant legal risks and challenges for their promoters, users, legal counsel and regulators. This seminar is designed as a hands-on learning tool to explain the fundamentals that you need to know when dealing with the more common financial investment products in the marketplace today.

What the future holds for financial products, in light of the Dodd-Frank Act and the avalanche of regulatory actions resulting from it
How mutual funds, hedge funds and other private funds are structured, and recent regulatory initiatives affecting them
The current state of the asset-backed securities market
The emergence of new asset classes, including exchange traded funds, exchange traded notes and life settlements
The new regulatory regime for derivatives products, including an analysis of swap trading, clearing and trade reporting requirements
The significance of the SEC’s focus on mutual fund and exchange traded funds’ investments in derivatives
FINRA’s new suitability and know your customer rules
Key taxation and accounting considerations applicable to financial products

Post-Grant USPTO Proceedings 2012 - The New Patent Litigation

Fri, 16 Mar 2012 04:00:00 GMT

Post-grant review proceedings of the USPTO were pursued in record number in 2011. The substantial costs and uncertainty of patent litigation require the development of alternative case management strategies, which at least require consideration of challenging patents at the PTO. To this end, patent reexamination in particular has exploded in popularity as a viable alternative to costly litigation, or parallel path, to enhance litigation positions. The America Invents Act (AIA) now introduces entirely new options such as Post-Grant Review, Inter Partes Review (formerly inter partes patent reexamination) Derivation, a special post-grant review for “business method” patents and Supplemental Examination. Going forward, it is anticipated that the USPTO will become an even more prominent battleground for patent disputes.

Potential benefits of post-grant challenges to defendants include:

Provide an opportunity to stay a concurrent litigation
Facilitate settlement on terms favorable to the defendant
Create an intervening rights defense
Provide new non-infringement and/or estoppel theories
Provide additional prosecution history for a later claim construction ruling
Demonstrate objective evidence of a lack of willfulness
Lessen the probability of injunctive relief
Demonstrate the “but for” materiality of references applied in an inequitable conduct defense
Undermine or prevent damage verdicts with a USPTO invalidity ruling

For Patentees, ex parte patent reexamination, reissue and supplemental examination may provide a mechanism to:

Amend existing claims or add new claims to hedge against invalidity
Avoid time consuming reissue proceedings
Cure potential inequitable conduct (supplemental examination)
Target specific claims for reexamination/amendment while insulating others
Have the PTO consider new art prior to enforcement or assertion of patent
Preempt the inter partes review attack by another
Force strategic merger with another USPTO proceeding

The program is taught by a faculty of judges, preeminent lawyers, and industry leaders who have earned national reputations in patent litigation and in post-grant proceedings at the USPTO.

The program focuses on the role of post-grant USPTO proceedings as component of a litigation strategy, including pre-trial and post-trial options. Although the course will focus on strategic considerations, common procedural traps for the unwary will be identified. The relative advantages and disadvantages of the various proceedings are explained from both the perspective of the Patentee and Third Party. Perspectives of the judiciary are presented, including case studies of well-known disputes. Insight to the organization, operation and procedures of the USPTO’s Central Reexamination Unit is discussed, including statistical performance and perceived trends. Ethical considerations of post-grant practice are discussed.

International Tax Issues 2012

Thu, 15 Mar 2012 04:00:00 GMT

As the world’s economies grow increasingly integrated, the international tax laws of the U.S. impact a greater percentage of businesses and transactions. These international tax rules affect not only large US and foreign-based multinationals, but also increasingly affect mid-sized and smaller firms, financing transactions, mergers and acquisitions, and other commercial activity. As a result, a working knowledge of these international tax rules is of paramount importance to a wide variety of tax professionals.

At this year’s program we will assemble some of the world’s leading experts to discuss the complex rules of U.S. international taxation. We will focus upon both operational and transactional implications of these rules, and will describe the application of the rules to both U.S. and foreign-based entities.

Survey recent legislation and IRS pronouncements implementing that legislation, including rules to prevent “splitting” of foreign tax credits (FTCs) from foreign income and the denial of FTCs in connection with covered asset acquisitions
Explore pending and recently decided cases affecting international planning
Analyze current foreign tax credit and Subpart F planning techniques
Examine recent developments in transfer pricing planning
Get tips on planning under Section 956, including the impact of recent limitations on the affirmative use of Section 956
Identify cross-border merger and acquisition issues and techniques

Hedge Fund Registration adn Compliance 2012

Tue, 13 Mar 2012 04:00:00 GMT

The SEC has adopted its final rules relating to the registration of private fund advisers and set a compliance deadline of March 30, 2012. Hedge fund managers now need to think about not only completing their Form ADVs, but also post-registration life as registered entities. At this program, three distinguished panels of experts will discuss the regulatory and compliance challenges facing hedge fund managers from three perspectives: registration and building an effective compliance program, working with investors, and effecting transactions.

Panelists will not only provide updates on the many new rules affecting hedge funds, but also provide practical suggestions for how in-house legal and compliance professionals can cope with the increased compliance burdens and regulatory focus.

An update on SEC registration and key deadlines – what should managers be doing and when?
Constructing and implementing an effective compliance program
Compliance challenges affecting hedge funds in 2012, including developing trading policies, managing conflicts of interest, the latest on “pay-to-play,” and the SEC’s continued focus on Regulation M
Strategies for addressing and anticipating potentially problematic compliance and regulatory risks

Broadband and Cable Industry Law 2012

Tue, 13 Mar 2012 04:00:00 GMT

Attend this renowned program, and hear cutting-edge analysis of federal initiatives and FCC regulations. Plus, examine current case law, the latest technology forecasts, and market trends. Join policymakers and the country’s leading outside and in-house counsel representing cable operators and programmers to gain an understanding of what has transpired in broadband and cable law over the past year, and of where we might be heading.

How will the net neutrality rules and the exception for “managed services” be applied to the provision of online video?
How should existing distribution licenses apply to delivery of content over additional devices?
What are the advantages and disadvantages of providing licensed vs. unlicensed wireless service?
What is the appropriate intercarrier compensation regime for VoIP?
Should the FCC get involved in disputes between broadcasters and distributors?
Will the AllVid proposal promote video competition or just impose additional costs on consumers?
What privacy issues are raised by behavioral and targeted advertising (video and Internet)?
Is the FCC implementing the CVAA in accordance with Congressional intent?
Is there a need to amend the program carriage rules to protect independent programmers?

Recent Developments in Distressed Debt, Restructurings & Workouts 2012

Fri, 09 Mar 2012 05:00:00 GMT

The unprecedented scope and continuation of the credit crisis, recession, and weak recovery requires business people and professionals to react quickly and deal with distressed companies and defaults. This includes problems in the Automotive, Financial Services, Airlines, Retail, Sports and Entertainment, Real Estate and Hotel industries. The program will cover current issues relating to structuring, drafting and enforcing the rights of creditors and parties to intercreditor agreements and executory contracts, principally in out-of-court restructurings, exchange offers and pre-managed Chapter 11 bankruptcy filings. It will cover issues in structured finance, and sales of distressed assets in diverse industries. The program will provide tactics to be utilized to better protect creditors, including banks, bondholders, hedge funds, and many parties in interest, and to maximize values and recoveries.

Current marketplace developments
Potential impact of Stern v. Marshall on restructurings
Understanding relevant documentation in exchange offers, workouts and restructurings
Corporate governance and D&O issues in or near the zone of insolvency
Enforcement of rights under financial products, including swaps, derivatives, and repurchase agreements - Lehman, Dante, Metavante; Swedbank; SemCrude
Structured and complex finance - current issues, including ramifications of General Growth, Extended Stay, and Lehman
Intercreditor agreements and subordination - Stuy Town, Euro Directories, Westpoint Stevens, Ion Media; Boston Generating
Negotiating restructuring agreements; important due diligence and relevant Bankruptcy Code and case analysis; Lockups
Sales of distressed assets, bid procedures, “free and clear,” credit bidding, “loan to own,” confidentiality,; GM, Texas Rangers; Clear Channel and progeny; Philadelphia Newspapers; cf. River Road; Innkeepers
Negotiating, drafting, and litigating over pre-managed but not prepackaged Chapter 11 plans and disclosure statements

Advanced Deposition Techniques 2012

Thu, 08 Mar 2012 05:00:00 GMT

Depositions provide a unique forum to put forth your best case and get a glimpse at your adversary’s evidence. Whether you’ve done one deposition or 100, you need to be prepared to handle the special situations that arise and know how to identify and exploit the opportunities that exist. This program covers a range of topics and scenarios that can challenge even the most seasoned litigators. Our faculty of experienced litigators and deposition experts will outline proven solutions to some of this craft’s thorniest challenges.

Come learn why attendees rated this course “the best CLE presentation I have seen” and “one of the best seminars I have attended.” Attendees praised the “seasoned, experienced attorneys” and raved that the seminar “contained practical and specific information that will be helpful in preparing for depositions in the future.”

Advanced use of Rule 30(b)(6) depositions
The biggest surprises and how to handle them
Preparing and defending the VIP witness
How to make the most of preparation time
How video has changed the art of the deposition

Securities Products of Insurance Companies and Evolving Regulatory Reform 2012

Wed, 07 Mar 2012 05:00:00 GMT

The insurance industry continues to be one of the focal points of regulatory and legislative analysis over the last year, as well as the subject of several unresolved initiatives for regulatory change and technological developments. This timely program provides critical content on the prevailing and changing legal issues practitioners must understand. As the evolving regulatory regimes that govern securities products and asset management services offered by insurance company complexes unfold, the open unanswered questions remain numerous. Our stellar faculty will provide you with a clear understanding of the important developments in this evolving and dynamic field of law.

Recent regulatory developments as outlined by the SEC’s Division of Investment Management and Office of Insurance Products
The latest on the SEC’s enforcement efforts by the Asset Management Unit
The core of variable insurance products, mutual funds, and pension products regulation
Insights into the SEC’s Dodd-Frank assigned studies and rule-making mandates
Specialized funding vehicles: synthetic annuities
ERISA and tax issues

Project Management for Lawyers 2012

Wed, 29 Feb 2012 05:00:00 GMT

In just a few years, legal project management has become an integral part of how a growing number of legal organizations are providing services. Lawyers are learning to implement project management principles in order to better plan, organize, and supervise projects. Project management is also helping to enhance client service and relationships, minimize risk, enhance profitability, and improve the management of legal costs.

Last year’s program focused on how firms were getting started. This year’s program will focus on the advances made by firms who have been on the forefront of implementing project management principles. Learn how these approaches are changing the legal landscape for law firms and in-house counsel legal teams. This program will cover the latest developments in project management in the legal field, with lessons learned from law firms and legal departments about how to apply these techniques to improve efficiency, lower project costs, and increase overall results.

What clients expect from their law firms with project management
How law departments are implementing project management for their own work and for managing their outside counsel
How adoption of project management can help your firm, legal department or practice be more successful
How project management and process improvement can maximize efficiency and productivity
How to use tools, training, templates and other systems to enhance the management of legal matters
How knowledge management integrates with legal project management
How good project management skills can help you serve your clients better

Taxation of Financial Products and Transactions 2012

Tue, 28 Feb 2012 05:00:00 GMT

With implementation of the Dodd-Frank Act well underway, and judicial and administrative scrutiny remaining at a high level, it is important to stay on top of the latest developments in the fast changing area of financial products and transactions. At this program, an outstanding group of law firm and accounting firm lawyers, in-house tax advisors, and government speakers will explore new topics in financial transactions and examine new angles on some of the familiar ones.

Explore the ways in which the IRS’s Large Business and International Division (LB&I) has stepped up to provide its own brand of informal tax guidance
Identify the key tax issues clients will face under Dodd-Frank (including but not limited to issues arising under section 1256)
Hear the latest theories on which strategies to reduce dividend withholding taxes will survive the enactment of section 871(m)
Examine whether the contingent capital transactions used in Europe can produce Tier One capital with deductible payments in the United States
Analyze the latest happenings in the increasingly important world of regulated investment companies (RICs)
Learn techniques for dealing with different financial transactions that have the same economic results but produce different tax consequences

Ethics for the Negotiating Lawyer 2012

Fri, 24 Feb 2012 05:00:00 GMT

Ethics rules that govern behavior in negotiation
When is it permissible to communicate with adverse clients, directly or indirectly?
What exposure does counsel have for participating in the negotiation and execution of contracts containing express or implied misrepresentations?
Protecting sensitive information and responding to opponent’s probes for sensitive information

Real Estate M&A and REIT Transactions 2012

Thu, 23 Feb 2012 05:00:00 GMT

The REIT and commercial real estate sectors have emerged from the 2008 financial crisis, poised for a new phase of consolidation and M&A. REIT and Real Estate M&A volumes during the first half of 2011 were up sharply as compared to the prior two years, with a number of large and very complex transactions successfully completed. Many REITs have shored up their balance sheets, regained the confidence of investors, and built up cash stockpiles and access to capital required to grow through acquisitions. At the same time, the global capital markets remain volatile, concerns about the pace of recovery persist, and pools of over-levered assets continue to wind their way through restructuring and recapitalization transactions. This year’s program will take an in-depth look at some of the transactions completed in 2011, and will explore the structures, legal frameworks and dynamics of the current environment. We will study the legal and financial strategies for restructuring real estate portfolios and companies in and out of bankruptcy; for successfully identifying and executing transactions; and for raising new capital, through equity offerings and other means.

How some of key transactions completed in 2011 were structured, negotiated and closed
How to reconcile the interests of the many constituencies in REIT M&A
How to evaluate and address SEC developments relating to the REIT capital markets
How to address complex tax issues that are critical to an understanding of REIT M&A transactions
How to access REIT equity markets and what to expect during the registration process
How to address ownership restrictions, UPREIT structures, cross-border complexities and antitrust concerns when buying or selling a REIT

Secured Transactions 2012: What Lawyers Need to Know About UCC Article 9

Wed, 22 Feb 2012 05:00:00 GMT

Article 9 of the Uniform Commercial Code applies to secured transactions, which are interests in specific collateral granted by the debtor in conjunction with the debtor’s promise to pay. At Secured Transactions 2012: What Lawyers Need to Know About UCC Article 9, you will learn the fundamentals of acquiring a security interest, including how to attach, to perfect (filing and non-filing methods) and to gain (and maintain) priority in the collateral of your choice. You will learn how to secure the most common forms of collateral, as well as how to perfect a security interest in some uncommon forms of collateral. In addition, our expert faculty of UCC practitioners will cover the basics of drafting the security agreement, common default and enforcement issues, including protecting your security interest from the bankruptcy trustee, and opting in to Article 8. Plus you will hear about emerging topics: the currently proposed revisions to Article 9, provisions of bankruptcy law that affect Article 9, and recent case law.

Where to file
How to describe the collateral
Determining the debtor’s name
How to categorize collateral
Techniques for drafting the security agreement
Is perfection by filing the best method?
How to perfect a security interest in a securities account and a deposit account
What are the non-temporal priorities, and why do they matter?
When is the Article 8 opt-in for membership interests used?
How is the opt-in accomplished?
How do you know that the security interest has attached?
How to perfect in assets commonly held by individuals
How to comply with the default enforcement rules
What is the difference between a public and private sale?
When can the secured creditor buy in at the sale?
Forthcoming changes to Article 9 - what you need to know
How bankruptcy can affect your lien

The Cyber Attack and Hacking Epidemic - A Legal and Business Survival Guide

Mon, 20 Feb 2012 08:00:00 GMT

There has been an epidemic of cyber attacks and hacking of corporate websites and the breach of security into confidential corporate data. Responsibility for preventing cyber attacks and taking action once the attack occurs falls within the compliance responsibility, with the Chief Compliance Officer often reporting into the General Counsel. Corporate legal departments are finding themselves responsible for setting up programs to prevent attacks and then directing a rapid response after the attack occurs.

Best practices for a comprehensive and coordinated plan to prevent cyber attacks
Master the payment card industry’s Data Security Standards (PCI-DSS)
What triggers the Computer Fraud and Abuse Act?
How to respond quickly and effectively to a cyber attack
What you need to know about state breach notification statutes
How to coordinate with federal, state, local and regulatory agencies

How to Resolve Critical Software License Disputes 2012

Mon, 20 Feb 2012 08:00:00 GMT

In today's technology environment, licensed content for the Internet and software are fully integrated into a company's marketing and production businesses. Many of these license agreements have been tenaciously negotiated. Licensees cannot withstand having a license terminated because of the lead time it would take to substitute another product. Conversely, licensors are under pressure by their shareholders to maximize revenues and be assured that licensees are in full compliance with the license scope. Oftentimes, the licensor and licensee interpret the same license clause dramatically differently. Courts will parse through the language of the scope-of-use clause in a license.

Understand the major causes of license disputes
How to craft various license clauses to avoid pitfalls in the license agreement
The “common threads” in license disputes and what can you learn from them
Strategies to successfully plan for termination of the license
Successful formal dispute resolution including declaratory judgments and permanent injunctions

Mergers & Acquisitions 2012: Trends and Developments

Fri, 17 Feb 2012 05:00:00 GMT

The recent financial crises and associated turmoil in the capital markets have created extraordinary opportunities for mergers and acquisitions. Stock valuations have fallen dramatically and many companies have been weakened, making them ripe for a takeover. Corporate acquirors, private equity firms and hedge funds are sitting on record levels of cash. This program will familiarize the M&A practitioner with the current landscape for doing deals. A team of top transaction lawyers will walk you through each step in structuring, negotiating and consummating a transaction, with an emphasis on the latest trends.

How to structure an acquisition
The latest trends in deal protection, financing conditions and “mac” outs
The increasing role of reverse break-up fees
The impact on deals of foreign buyers and strategic buyers
The role of in-house counsel in an acquisition and how to work effectively with in-house counsel
What to look for in due diligence
The increasing use of stock as deal consideration
How the new lower leverage environment has affected deal terms
How to advise a board of directors
Tax considerations
The latest developments in public disclosure requirements affecting the deal environment
How to navigate the regulatory landscape
How to draft and negotiate the purchase agreement and financing agreements
Special areas to watch out for, such as ethical issues, environmental issues and antitrust issues
How to play in an auction
The role of “go shop” provisions
Special provisions in the purchase agreement
and much, much more . . .

Drafting and Negotiating Corporate Agreements 2012

Wed, 15 Feb 2012 05:00:00 GMT

At Drafting and Negotiating Corporate Agreements 2012, our expert faculty will teach you how to reduce your client’s goals to a complete, clearly written and enforceable agreement, and how to identify what issues are most likely to come up in a negotiation of that agreement. You will learn how the provisions of an agreement fit together, and the fundamental drafting and negotiating principles common to all corporate agreements. You will gain an understanding of why and where the tough issues usually arise, as well as what you can do to effectively, and creatively, solve those issues - and thereby free yourself from a dependency on forms. Plus, you will obtain a litigator’s perspective on how to draft contracts with enforcement in mind, and learn about common ethical issues in drafting corporate agreements. This program is essential for practitioners who draft agreements in complex business transactions.

Key terms of standard transactional agreements and how they are organized
When and how to use letters of intent, confidentiality and standstill agreements
The wide range of M&A agreements, both public and private
Special agreements such as equity agreements and licenses
The ins and outs of employment agreements
Key structural and drafting considerations in credit agreements and indentures
The importance of boilerplate to the enforcement of contracts from a litigator’s perspective
Common ethical errors in contracts

Ethics for Corporate Lawyers 2012

Sat, 28 Jan 2012 05:00:00 GMT

When participation in Joint Defense Agreements can lead to disqualification
Limits on assisting clients communicating with adverse parties
The propriety of copying opposing parties on lawyer communications
Problems with representation of third party witnesses
Use of client’s employees’ confidential emails
Obligations when in the receipt of inadvertently produced information
Whether lawyers may use social media to collect information for their clients

Staying Out of Trouble: What Every Attorney Must Know About Ethics 2012

Sat, 28 Jan 2012 05:00:00 GMT

At this year’s program, our expert faculty will examine unexpected actions against law firms (excluding malpractice actions), and law firm risk management issues.

Developments on fraud, breach of fiduciary duty, RICO and aiding and abetting lawsuits against law firms
Risk management issues:
- Privilege
- Fees
- Conflicts

Special Feature

Earn three hours of Ethics credit!

Understanding the Intellectual Property License 2012

Sat, 21 Jan 2012 08:00:00 GMT

Licensing offers valuable economic and strategic opportunities. Companies are increasingly turning to licensing to gain access to intellectual property at a lower cost than developing or purchasing intellectual property assets, and as a way of generating new sources of revenue out of existing intellectual property assets. Virtually every business today must confront licensing issues. A solid base of knowledge about licensing of intellectual property has never been more important for companies and their counsel. This introductory course will give you an overview of how to negotiate and draft effective license agreements, whether you are the licensor or licensee. Experts in licensing will discuss different kinds of licensing agreements, and the business and legal issues related to them.

Negotiating tips and effective drafting techniques
How licensing can generate new revenue
Important differences between patent and other technology licenses
Fundamentals of trademark and copyright licensing
Key software and open source licensing concepts and terms
Rights of publicity and entertainment-related licensing
International considerations, including enforcement and protection of rights
Identifying and avoiding antitrust problems
Managing bankruptcy and insolvency risks in IP licenses
Hear from a litigator what happens when the agreement has to be enforced
Regulatory and government issues to consider

Special Features

One full hour of Ethics credit
Mock negotiation of a license agreement