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Corporate & Securities

Hedge Funds in the Current Environment: The Impact of Dodd-Frank & More (5.6.11)

It is a time of significant regulatory change for hedge funds and their managers.  As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, many previously unregistered managers will now have to register with the SEC.  In addition, new regulations on swaps and derivatives will have a significant effect on trading by hedge funds.  SEC and other enforcement actions against hedge funds and new incentives for whistleblower have created an increased risk environment for hedge fund managers.

This course will provide an overview of the current and proposed rules related to the above and other areas involved in operating a hedge fund.  Faculty will discuss how to avoid problems in the enforcement environment and provide best practices for protecting hedge fund advisers from liability.  The registration process, requirements applicable to registered advisers, and operating issues involving hedge funds will be examined.  Finally, top practitioners and regulators will discuss their views on hedge fund issues.

Although this program is intended for professionals in the hedge fund industry as well as experienced lawyers who practice in hedge funds, lawyers who are interested in developing hedge funds expertise will also benefit. Read more


Federal Litigation & Securities Regulation After Morrison: Current Developments & Transnational Strategies (4.25.11)

The globalization of financial markets ushered in an era of transnational securities litigation in the United States.  Although the Supreme Court’s April 27, 2010 decision in Morrison v. National Australia Bank Ltd. provided an answer to the longstanding issue of whether Section 10(b) of the Securities Exchange Act of 1934 applies extraterritorially, there are still significant open questions.  Given the growing importance and increasing decentralization of off-exchange trading, and the use of internet trading technology and accounts, how courts will determine whether a particular purchase or sale of a security occurred “in the United States” is uncertain.  While Morrison has dramatically changed the litigation landscape in federal courts, however, it may not be the final word on investors’ ability to recover losses resulting from transnational corporate wrongdoing.  U.S. regulators have undertaken new enforcement and regulatory initiatives.  The Dodd-Frank Wall Street Reform and Consumer Protection Act passed by Congress includes a provision granting federal courts jurisdiction over actions by the Securities Exchange Commission and Department of Justice alleging violations of the federal securities laws in certain circumstances.  Additionally, an increasing number of non-U.S. jurisdictions have enacted recovery procedures and legislation specifically geared toward private securities litigation and class actions.

In this program, an expert faculty of highly experienced and well-known securities litigators and commentators will discuss important developments in securities and other federal litigation following Morrison, and offer strategies and tactics for prosecuting and defending cases involving transnational fraud within the U.S. and beyond.  The course will offer counsel an overview of cutting-edge issues in U.S. and international securities litigation, ranging from procedural mechanics to sophisticated strategic advice.

The course will include the following topics:

§The impact of Morrison on “F-cubed” cases pending throughout federal courts

§The impact of Morrison on purchasers of sponsored and un-sponsored American Depository Receipts

§Strategies for prosecuting and defending private litigation involving multinational corporations outside of the United States (e.g., Canada, Germany, and the Netherlands)

§Spillover effects of Morrison in litigation involving RICO and other federal statutes

§Update on legislation and rulemakings that will affect securities litigation and investor recourse

§The potential for liability of foreign companies under U.S. state-based laws

§And much more!

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11th Annual Corporate & Securities Law Update: Doing Deals in the Current Economic Market (5.7.10)

 

This annual updates program, designed for experienced attorneys, will examine recent regulatory and marketplace developments. A renowned faculty of corporate and securities lawyers from outside firms, in-house counsel and financial services companies will discuss practical ways to comply with the new regulations in the securities, corporate and mergers and acquisitions areas. The program will include helpful SEC and other regulatory interpretive guidance. Other topics will include the latest developments in:

  • Summary of recent SEC rule changes
  • M&A and other corporate law developments
  • Check list of deals that can get done in the current credit environment and how to do them

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A Practical Guide to LLCs (12.13.10)

In this seminar a panel of experienced business attorneys will provide a practical introduction to limited liability companies (LLCs). The panel will compare the LLC to corporations (including S corporations) as well as partnerships and limited partnerships, citing the advantages and disadvantages of each such entity and how such advantages and disadvantages can shape one’s choice-of-entity decision to utilize an LLC. The panel will walk through the mechanics of forming an LLC including the drafting of the basic operating agreement. Working from actual operating agreements, the panel will review managerial, voting, governance and control structures, typical as well as atypical capital structures and buy-outs and exit strategies. The panel will discuss the use of equity-based incentive compensation arrangements in the context of an LLC and compare them to traditional corporate stock option plans. Throughout its presentation the panel will highlight tax issues and benefits that arise from the utilization of an LLC, discuss new developments in the area of LLC law and provide real-world examples of the use of LLCs in specific businesses and contexts. Read more


ABCs of Mutual Funds (12.8.10)

This program is a primer on mutual funds in which an expert faculty will provide a general overview including: what is a mutual fund?; the types of mutual funds; organizing, registering and operating a mutual fund; corporate governance in the mutual fund context; and ethical issues presented in investment company representations. Read more


Advising Public Companies: Lessons for In-House & Outside Counsel (4.28.10)

 In-house counsel and the outside attorneys who advise public companies must consider a wide array of regulatory requirements and practical considerations that do not apply to privately-held companies. This program, designed for in-house counsel and those seeking to go in-house as well as outside counsel advising their in-house clients, will cover the essentials of board relations, shareholder relations and current corporate governance topics, focusing on issues that are of greatest interest to smaller public companies. Read more


After the Dust Settles: The Changing Regulatory & Business Landscape for Private Investment Funds & Their Managers (6.29.10)

This program will examine the legislative, regulatory and other developments over the last twelve months and how these developments have affected private investment funds and their managers. In particular, it will focus on compliance challenges faced by chief compliance officers of, and legal counsel to, private equity funds and hedge funds. Read more


Basics of Negotiating & Structuring Private Equity Investments (11.3.10)

This program will provide an overview of the material issues involved in negotiating and structuring private equity transactions. An expert panel will discuss the structure of a typical private equity transaction from the initial phase through to the closing. They will also discuss the current environment and market regarding the private equity industry. Finally, there will be a mock negotiation of a letter of intent for an acquisition. Read more


 

Every Contract Is A Litigation Waiting To Happen: Drafting Advice From A Litigator (9.14.10)

Market standard clauses that appear in many business contracts (e.g. choice of law clauses, integration clauses, fee-shifting clauses) often do not work as intended when tested in the court room. This seminar identifies which clauses are subject to repeat litigation, and makes practical drafting suggestions that will reduce the risk of contract disputes. This program will help you draft commercial contracts to: minimize the risk of fraud claims; allocate the risk of vague or ambiguous clauses; clarify the scope of indemnifications; better protect confidential information; avoid waivers of contract rights; better specify what damages can and cannot be recovered; refine the circumstances in which performance is excused; and improve upon dispute clauses. Read more


 

Futures & Derivatives 2010 (4.9.10)

 The program will address the evolving landscape for the regulation, trading and documentation of exchange-traded futures contracts and over-the-counter (OTC) derivatives instruments. In particular it will provide an analysis of important new legislative and regulatory developments in these markets, including those affecting credit default swaps and centralized derivatives clearinghouses. The faculty will examine a number of recent market developments and recent litigation having an impact on OTC derivatives and futures transactions, including important issues arising out of the Lehman bankruptcies. Attendees will leave the seminar with an arsenal of up-to-date information preparing them to advise clients about the regulatory status of futures and OTC derivatives transactions and a fresh perspective on negotiating relevant agreements. Read more


Hedge Funds in the Current Environment (5.21.10)

 It has been a time of unprecedented change for hedge funds. After explosive growth, the hedge fund industry has contracted substantially due to the financial crisis. In addition, over the past year there have been fund liquidations, lawsuits by investors, and numerous SEC and other enforcement actions and investigations. New regulation is on its way and the industry is clearly in transition.

 

This course will provide an overview of the current and proposed rules related to operating a hedge fund. Faculty will discuss how to avoid problems in the enforcement environment and provide best practices for protecting hedge fund advisers from liability. The registration process, requirements applicable to registered advisers, and operating issues involving hedge funds will be examined. Finally, top practitioners and regulators will discuss their views on hedge fund issues.

 

Although this program is intended for professionals in the hedge fund industry as well as experienced lawyers who practice in hedge funds, lawyers who are interested in developing hedge funds expertise will also benefit. Read more


Hot Topics in SEC Enforcement: A Changing Landscape (3.19.10)

 The SEC’s Division of Enforcement has new leadership and is trying to bring cases more rapidly and more aggressively. As a consequence, there have been changes in how the staff conducts investigations, and defense counsel are encountering new challenges and opportunities. Gain current insight to the SEC’s new methods and enforcement priorities from high-level SEC staff, along with veteran defense counsel. The course focuses on the most current and quickly developing areas, including:

  • · Reorganization of the SEC’s enforcement functions, and new investigative powers and policies;
  • · Current enforcement priorities;
  • · Credit crisis-related enforcement initiatives;
  • · The upswing in insider trading prosecutions;
  • · Public company exposures: Accounting and financial reporting investigations, foreign payments cases, responding to whistleblower claims; and
  • · Responding to an SEC investigation: Current strategy, tactics and ethical issues from defense and government perspectives.

Read more


Hot Topics in SEC Enforcement: A Changing Landscape (3.19.10)

The SEC’s Division of Enforcement has new leadership and is trying to bring cases more rapidly and more aggressively. As a consequence, there have been changes in how the staff conducts investigations, and defense counsel are encountering new challenges and opportunities. Gain current insight to the SEC’s new methods and enforcement priorities from high-level SEC staff, along with veteran defense counsel. The course focuses on the most current and quickly developing areas, including:

  • · Reorganization of the SEC’s enforcement functions, and new investigative powers and policies;
  • · Current enforcement priorities;
  • · Credit crisis-related enforcement initiatives;
  • · The upswing in insider trading prosecutions;
  • · Public company exposures: Accounting and financial reporting investigations, foreign payments cases, responding to whistleblower claims; and
  • · Responding to an SEC investigation: Current strategy, tactics and ethical issues from defense and government perspectives. Read more

Hot Topics in Structured Finance (3.17.10)

 A distinguished panel of structured finance, bankruptcy and accounting professionals will address hot topics in structured finance, including: the effect of the General Growth Properties Chapter 11 cases on structured finance transactions and bankruptcy opinions; ramifications for derivative transactions in the wake of the Metavante decision and its aftermath in the Lehman Brothers Chapter 11 cases; the state of financial reform/regulatory efforts in Washington; changes in accounting and risk-based capital under FASB and FINRA; recent developments relating to rating agencies. Read more


Legal & Ethical Challenges to Investment Counsel in Times of Comprehensive Regulatory Reform (6.2.10)

 

 After three years of disruption in the financial markets, coupled with renewed focus on mutual fund fees, fundamental challenges to investment companies, their directors, advisors and counsel persist. This program will address: the impact of Jones v. Harris and other pending investment advisory fee cases on best practices for Board approval of investment advisory contracts; prospects for money market funds in light of governmental intervention and reform proposals; ethical issues for board members, advisers and their counsel seeking to preserve shareholder value in the face of severe market corrections and financial failures; and the proposed regulatory overhaul of financial institutions and its potential impact on the regulation of mutual funds. Read more


SEC Enforcement Actions: Understanding the Legal & Equitable Remedies that the SEC Can Use Against Your Clients (10.19.10)

Many practitioners find themselves negotiating a disposition with the SEC without fully understanding the types of resolutions and sanctions that the SEC can seek. This program will cover the range of legal and equitable remedies currently at the disposal of the SEC. This program will explore the considerations at issue when the SEC chooses between a traditional injunctive proceeding in federal court and an administrative remedy. The panelists will address how the SEC calculates disgorgement and civil penalties in injunctive proceedings. Ancillary forms of relief, such as special masters, monitors, compliance consultants, undertakings and asset freezes will also be discussed. This program will enable you to better counsel your clients concerning SEC actions and to conduct more effective settlement negotiations with the SEC. Read more


Securities Litigation & Enforcement: Current Developments & Strategies (12.9.10)

The financial crisis continues to have a substantial impact on securities litigation and enforcement. While recent court decisions have dramatically altered the litigation landscape, federal and state prosecutors and regulators have undertaken new enforcement and regulatory initiatives. At this program, a faculty of highly experienced securities litigators and government enforcement officials will discuss important developments in securities litigation and enforcement, and they will offer strategies and tactics for prosecuting and defending these cases. The course will offer outside and in-house counsel, as well as other securities professionals, an overview of cutting-edge issues in securities litigation and enforcement, ranging from nuts and bolts principles to sophisticated strategic advice. Topics to be discussed will include:

  • Strategies for prosecuting & defending securities class actions & derivative lawsuits
  • The impact of Twombly, Iqbal, Tellabs & other Supreme Court cases
  • Litigation arising from the Madoff scandal & other Ponzi schemes
  • The SEC’s new cooperation initiative
  • Criminal investigations of alleged securities law violations
  • Morrison v. National Australia Bank and litigation involving foreign securities transactions
  • Latest case law regarding class certification
  • Update on legislation that will affect securities litigation and enforcement
  • Best practices & potential minefields in corporate internal investigations
  • Subprime & auction rate securities litigation

And much more! Read more


 

Securities Offering Process: The Basics & Beyond (9.24.10)

This program will provide you with a primer on securities law and then take you through the mechanics of the offering process. The faculty will explain how the SEC works and will provide a sample timetable for an offering. Various types of offerings, such as shelf offerings, initial public offerings (“IPOs”), Rule 144A high yield debt offerings, Reg. D private offerings, PIPEs and SPACs will be explained as well as the advantages of each type of offering in the newly vibrant securities markets. Attendees will leave the seminar with a comprehensive, basic understanding of the securities offering processes. Read more


Standards for Prosecuting Corporate Fraud by Federal & State Agencies: Current Approaches to Privilege Issues (4.29.10)

This program will examine current issues concerning attorney-client privilege following the 2008 revisions to the DOJ guidelines for prosecuting corporate fraud. The faculty will review approaches taken by the DOJ as well as Congress and prosecutorial and other agencies not governed by the DOJ guidelines. The panel will feature federal and state prosecutors and practitioners who will discuss how the guidelines have been applied and review cases in the past 12 months concerning privilege waiver issues in the context of government investigations. Read more


 

The Complexities of Buy-Sell Agreements Drafting and Preparing Made Simple (2.4.10)

 Most attorneys represent companies that have two or more owners or individuals who own interests in businesses. Preparing a buy-sell agreement, or the buy-sell provisions of a partnership, LLC, or shareholders’ agreement, involves complex issues of corporate and business law, tax law, estate planning, accounting, and insurance, as well as ethical considerations. This course will cover these aspects of buy-sell agreements. The panel will include corporate, tax, and estate planning attorneys, as well as an accountant and an insurance professional. This program’s updated content will provide CLE credit to all attendees, even if they attended in the past. Read more


The Dodd-Frank Act & Its Impact on Bankruptcy & Securities Laws (1.11.11)

The Dodd-Frank Wall Street Reform and Consumer Protection Act is said to have been designed to promote financial stability of the United States by improving accountability and transparency in the financial system, to end “too big to fail”, to protect the American taxpayer by ending bailouts, to protect consumers from abusive services, and “for other purposes.” This CLE will explore various parts of the Act and some of the proposed rules to implement it. In particular, this CLE will explore issues related to hedge fund regulation and reporting, the notion of orderly liquidation and systemic risk, corporate governance and other securities related issues, the regulation of derivatives, and the Volcker Rule. Read more


The Impact of the Dodd-Frank Act on the Securities Industry: What Broker-Dealers & Investment Advisers Need to Know (10.6.10)

The Dodd-Frank Wall Street Reform and Consumer Protection Act is the most far-reaching financial regulatory reform legislation in decades. Some of its effects are immediate, others are subject to SEC rule-making and regulatory study. In either case, the Act is having a profound effect on the securities industry. This program will present a unique opportunity to learn the latest on the impact the legislation and subsequent rule-making is having on the way you do business. At this program you will hear directly from senior staff at the SEC on the latest developments in rule-making and regulatory policy initiatives that will impact the industry; learn from industry and legal experts about how they are responding to the changes brought by the legislation and the opportunities to comment on pending and upcoming rule-making initiatives; and get practical guidance on what legal and compliance professionals should be doing to adapt to the new regulatory environment. Read more


 

Hot Topics in Structured Finance (6.23.11)

A distinguished panel of structured finance, economics and bankruptcy professionals will address hot topics in structured finance, such as ramifications for structured finance and derivative transactions in the wake of: the Dante litigation in the Lehman Brothers Chapter 11 cases in the United States and in the courts of the United Kingdom; the current state of financial reform/regulatory efforts, including Dodd-Frank, SEC rulemaking relating to structured finance, and Regulation AB 2; and potential future financial reform relating to the shadow banking system.  Read more


Legal & Ethical Issues for Investment Counsel (5.23.11)

Counsel to investment companies and their advisers continue to face challenges in the wake of regulatory reform and litigation relating to mutual fund fees and disclosures.   This program will address: disclosure liability issues, the impact of Jones v. Harris and other pending investment advisory fee cases on best practices for Board approval of investment advisory contracts; ethical issues for board members, chief compliance officers, advisers and their counsel; and implications of the Dodd-Frank Act on investment advisers and mutual funds. Read more