Securities Litigation and Enforcement Channel

This webcast, the latest in BLB&G's Webcast Series for Institutional Investors, focuses on the latest developments in efforts to achieve disclosure of corporate political spending.

In Citizens United v. FEC, the United States Supreme Court made it easier for corporate directors and executives to use company funds - shareholder assets - to support political candidates or causes. In response to Citizens United, the institutional investor community has urged public companies to enhance their disclosures of political spending.

Because compliance is voluntary, however, these efforts cannot account for the companies for whom disclosure is most important - those who have something to hide in their political spending. Without meaningful regulation from the SEC or legal precedent to require public disclosures, shareholder efforts to improve transparency faced a roadblock.

Since Summer 2012, BLB&G's Corporate Governance team, working on behalf of the New York State Common Retirement Fund, pursued a novel alternative for addressing this problem - a Section 220 books and records request. The Fund demanded that technology giant Qualcomm Inc. provide the Fund with corporate books and records reflecting its prior political spending. While Section 220 is regularly used by shareholders seeking to investigate corporate malfeasance, it had never before been used to obtain disclosure of corporate political spending.

After Qualcomm refused to provide the Fund with the requested books and records, BLB&G filed a lawsuit on behalf of the Fund to enforce its rights under Section 220. On February 22, 2013, Qualcomm adopted a Political Contributions and Expenditures Policy that will provide its shareholders with comprehensive disclosures regarding the Company's political activities.

The Fund and BLB&G may have broken important new ground that can help the shareholder community obtain more fulsome disclosure of corporate political spending.

This webcast will introduce participants to the basics of the earnout as an element of the purchase price in M&A transactions and the common disputes that arise from earnout provisions.

The panel will discuss the intricacies of earnouts, legal considerations and recent case law relating to earnouts, the mechanics of earnouts, common disputes involving earnouts, the valuation and recognition of earnouts, and more. This program will also address the role of the neutral accounting arbitrator in resolving an earnout dispute.

The program is geared to lawyers involved in mergers and acquisitions.

Please join panelists Jeff Litvak and Jeremy McGannon, both of FTI Consulting’s Forensic and Litigation Consulting practice, and Jim Rolfes of Reed Smith as they address these issues and your questions in this free webcast.

The due diligence requirements for new and pre-existing accounts are now set and deadlines are quickly approaching. There are less than 10 months until FATCA goes live and foreign financial institutions across the globe need to start getting ready now. FATCA’s Final Regulations and the model intergovernmental agreements (“IGAs”), although complex when first read, can be simplified to make implementation more efficient.

In this complimentary webcast, Navigant’s FATCA experts Richard Kando and Jeffrey Locke will discuss concrete steps, challenges and best practices that all financial institutions need to know to successfully operationalize FATCA’s due diligence requirements.

The recent downturn in the economy has been a factor in recent disputes arising from business acquisitions. Some involve a failure to close a transaction, but many are over claims of fraud, misrepresentation or breach of warranties or covenants after a transaction has closed. In these types of disputes, the most important question is whether a party will be entitled to seek damages and, if so, the manner in which the damages are to be measured. After the dust settles, however, other questions arise, including: how did we get here and how can we prevent this in the future?

The session will provide insight into recent trends in mergers and acquisitions following the economic downturn as well as observations and insights into the types of disputes that have emerged in this economy. In this context, the session will provide background on the legal and transactional issues that must be considered during negotiations, drafting of the transactional documents, closing and beyond and an overview of the various legal, accounting, and valuation aspects of disputes over misrepresentations, breaches, earnouts and post-closing adjustments.

Please join our panelists Daniel Delaney, Partner in Drinker, Biddle & Reath LLP’s Commercial Litigation Group; and Jeff Litvak, Senior Managing Director, and Nicole Wells, Managing Director in FTI’s Forensic and Litigation Consulting Practice as they address these issues as well as your questions.

The Federal Reserve recently issued proposed rules under §§ 165 and 166 of the Dodd- Frank Act that would establish enhanced prudential standards for certain foreign banking organization’s branches in the United States. The proposed rules will likely require fundamental changes in the way that many foreign banks do business in the U.S., including new requirements that many foreign banks structure their U.S. operations through U.S. intermediate holding companies and meet enhanced capital and liquidity standards, detailed corporate governance, risk management mandates, and single counterparty credit limits.

Please join Alma Angotti, Jay Perlman, and Jim Vint of Navigant and Jeremy Newell of law firm WilmerHale as they address these issues and your questions in a free, one-hour webcast.

With a decade of rampant fraud and corruption throughout U.S. corporations and investment markets, more than ever today’s prosecutors have the luxury of choosing the cases they pursue and exactly how they want to see those investigations presented for priority review. The investigative legwork is underway and the case looks solid for potential criminal charges and/or client civil remedies - but does it? Law enforcement has hundreds of cases to choose from and it’s truly the “blue ribbon” preparation and execution that decide which make it to the top of the pile.

Featuring an expert panel of former FBI investigators and an attorney who has steered the course from both sides of the tracks, this webcast will detail the tips for developing a prosecutable case, for the courtroom, other 3rd party litigants, and possible insurance claimants. Specifically, this session covers:
» The types of cases that fire up successful prosecution
» Practical guidance on dealing with investigative agents and prosecuting attorneys
» Getting to the heart of the matter, “Just the facts, Ma’am.”
» Putting it all together – documenting and selling the perfect case

Please join Joe Dooley, Managing Director, Stroz Friedberg, Keith Slotter, Vice President Stroz Friedberg, and John Carney, Partner, Baker Hostetler and former Assistant United States Attorney as they address these issues and your questions in a free, one-hour webcast.

This past year was an eventful one for the SEC Division of Enforcement. In this webcast analyzing key developments in SEC enforcement, our panel will discuss notable events from 2012 and emerging issues for 2013.

Among other items, the panel will address:

--the SEC’s continued focus on insider trading and financial crisis cases;
--developments involving the SEC whistleblower program, cooperation initiative and settlement process;
--appellate and district court litigation trends; and much more.

Please join panelists Andrew Vollmer and Doug Davison, securities partners at Wilmer Cutler Pickering Hale and Dorr LLP, and Jason Flemmons, senior managing director, FTI Consulting Forensic and Litigation Consulting, as they address these and other developments in SEC enforcement.

The scandals of the last decade have led observers to question whether we can rely on government to police our securities markets and hold public companies and securities professionals accountable for the severe damage their misconduct inflicts on public investors. Private securities litigation has been recognized as a "necessary supplement" to governmental efforts in achieving those goals. While regulatory agencies such as the SEC and the Department of Justice have been criticized for failing to adequately hold individuals accountable in the wake of the financial crisis, private securities litigation has recovered billions of dollars for investors.

The webcast will discuss the recent performance of both government regulators and private securities plaintiffs in the wake of the credit crisis, as well as notable decisions and verdicts in certain high-profile cases. Among other things, we will discuss the SEC settlements in the Citigroup and Bank of America cases, and the role of the federal judiciary in considering such settlements. We will also explore the impact of private recoveries on our capital markets, including the historic multi-billion dollar settlement obtained on behalf of Bank of America shareholders related to its acquisition of Merrill Lynch.

BLB&G partner Steven Singer will moderate an esteemed panel of experts including:

-- Harvey L. Pitt: Chief Executive Officer, Kalorama Partners LLC and former Chairman, U.S. Securities and Exchange Commission;
-- Susanna M. Buergel: Partner, Paul, Weiss, Rifkind, Wharton & Garrison, and;
-- James D. Cox: Brainerd Currie Professor of Law, Duke University School of Law

There is a brave new world of whistleblower regulation with the advent of Dodd-Frank. The SEC Office of the Whistleblower is up, running, and making bounty awards; U.S. district courts across the country are making new law interpreting the statute; and companies around the world are dealing with an influx of internal hotline complaints, sifting the chaff from tomorrow morning's front-page expose. Coupled with the continuing surge of FCPA enforcement, we have the perfect storm for keeping general counsel up at night.

Featuring an experienced panel of anti-corruption and compliance practitioners, this webcast will detail Dodd-Frank's statutory and regulatory framework, discuss the early records of the SEC Office of the Whistleblower and federal district courts, and provide counsel with practical tips for responding to whistleblower complaints.

In the aftermath of the 2008 financial market meltdown, authorities re-examined whether global trading of over-the-counter derivatives, now sized at $650 trillion, had contributed to volatility, excess leverage and systematic risk. As a result, lawmakers passed the Dodd-Frank Wall Street Reform and Consumer Protection Act, in hopes of lowering the probability of problems in the future. A cornerstone of this Act is the central clearing and trade execution mandate. As this massive mandate is being implemented for the first time ever, countless companies and financial institutions are becoming acutely aware of the importance of the end-user exception to their hedging and risk management programs.

In this timely and informative webinar hosted by FTI Consulting, legal, compliance and risk management experts will provide critical information about (1) Overview of CFTC swaps end-user rule as part of Dodd-Frank implementation; (2) Costs of having to comply with new swaps clearing rules unless an exemption under CFTC Rule 39.6 is received; (3) Who qualifies for the CFTC Rule 39.6 end-user exemption; (4) How to meet tests that demonstrate that swaps are being used to mitigate commercial risk; (5) Role of the board and risk management committee in seeking an end-user exemption; (6) Prudent risk management “must haves” beyond full compliance with the end-user exemption rule; (7) What to expect when transacting with a financial entity counterparty; (8) Correcting swap end-user deficiencies; (9) What to expect from a regulatory audit; and (10) Best practices for end-users to prepare their annual information filing.

Who Should Attend:

•Chief Financial Officers and Treasurers
•Bank lenders •Investors in companies that hedge
•Internal and external auditors
•Corporate counsel