Preparing for the 2011 Proxy Season:

CLE Academy Afternoon sessions

Morning topics of CLE Academy

The panelists for this event will include Chip MacDonald and Albert Rota, in Jones Day’s Financial Institutions Litigation & Regulation Practice, and Jeremy Cole, in the Firm’s Business and Tort Litigation (USA) Practice. Greg Hanthorn, also a member of the BATL Practice, will serve as moderator.

The panel will examine the regulatory environment for banks and nonbanks, including servicing agents, nonbank lenders, and consumers, and will address recent developments from the Consumer Financial Protection Bureau. Our panelists bring to the table a wealth of practical experience and will address current best practices and potential areas of concern.

Jones Day attorneys and Dan Regard, Managing Director of Intelligent Discovery Solutions, will discuss:

-International privacy laws (Europe, Asia, and Latin America)
-International blocking statutes (prohibiting disclosure of documents
in US litigation)
-Cross-border data production protocol
-Methods and best practices for discovery, conducting global internal investigations, and responding to U.S. government requests

Georgia just enacted major tax reform legislation, including creating an Independent Tax Tribunal. Our panel members each played a central role in that process. On Thursday, May 24, 2012, the Jones Day State and Local Tax Practice and very special guest speaker Warren Calvert, Georgia Sr. Assistant Attorney General, will present a live, 60-minute webcast, beginning at 1:00 p.m. EDT, that will review the significant state tax issues in this area. After completing this course you will be able to:

•Explain how tax cases will be handled in the newly created Georgia Tax Tribunal
•Describe the impact on e-commerce of recently enacted legislation
•Identify the types of taxes and issues that can be addressed by the Georgia Tax Tribunal
•List the new exemptions created by Georgia’s recent efforts at tax reform

There will be an opportunity to submit questions during the live webcast. There are no prerequisites nor advanced preparation required to attend, but a background in state tax would be useful. This group internet-based webinar will be presented at an Intermediate Level. For additional information, or to address any concerns, please contact Shari Hughes by telephone at (214) 969-5187 or by email at shughes@jonesday.com.

There is no cost to attend this program and no penalty for cancellations. The live version of this webcast has been approved for 1 hour of Continuing Legal Education (CLE) credit in California, Illinois, New York and Texas. Assistance with individual applications in other jurisdictions available upon request. Jones Day is an approved NASBA sponsor for up to 1 hour of CPE credit for this event.

Texas is one of the most aggressive nexus jurisdictions in the United States. Jones Day has helped many out-of-state companies successfully avoid having nexus with Texas and challenge nexus assertions by the Texas Comptroller. On Thursday, April 19, 2012, the Jones Day State and Local Tax Practice will present a live, 60-minute webcast, beginning at 1:00 p.m. EDT, that will review the significant issues in this area. After completing this course you will be able to:

• List the main ways in which the Comptroller targets companies for nexus
• Apply audit strategies to defend nexus inquiries
• Explain the somewhat unique Texas law on what constitutes nexus
• Apply steps to improve the likelihood of winning nexus controversies with Texas

There will be an opportunity to submit questions during the live webcast. There are no prerequisites nor advanced preparation required to attend, but a background in state tax would be useful. This group internet-based webinar will be presented at an Intermediate Level. For additional information, or to address any concerns, please contact Dorinda Graves by telephone at (214) 969-3762 or by email at dkgraves@jonesday.com.

There is no cost to attend this program and no penalty for cancellations. The live version of this webcast has been approved for 1 hour of Continuing Legal Education (CLE) credit in California, Illinois, New York and Texas. Assistance with individual applications in other jurisdictions available upon request. Jones Day is an approved NASBA sponsor for up to 1 hour of CPE credit for this event.

State tax credits can have huge implications on the amount of tax ultimately payable. Transferable state tax credits in particular raise a number of tax planning implications. On Thursday, March 29, 2012, the Jones Day State and Local Tax Practice will present a live, 60-minute webcast, beginning at 1:00 p.m. EDT, that will review the significant state tax issues in this area. After completing this course you will be able to:

- Identify the types of state tax credits that are transferable

- Apply the mechanics of transferring tax credits to your operations

- List limitations on transferability of credits and traps for the unwary

- Explain the basic elements of tax credit purchase and sale agreements

There will be an opportunity to submit questions during the live webcast. There are no prerequisites nor advanced preparation required to attend, but a background in state tax would be useful. This group internet-based webinar will be presented at an Intermediate Level. For additional information, or to address any concerns, please contact Dorinda Graves by telephone at (214) 969-3762 or by email at dkgraves@jonesday.com.

There is no cost to attend this program and no penalty for cancellations. The live version of this webcast has been approved for 1 hour of Continuing Legal Education (CLE) credit in California, Illinois, New York and Texas. Assistance with individual applications in other jurisdictions available upon request. Jones Day is an approved NASBA sponsor for up to 1 hour of CPE credit for this event.

Whether a given item of income is apportionable business income or allocable nonbusiness income is one of the more complex, and important, issues in state taxation. On Thursday, February 23rd, 2012, the Jones Day State & Local Tax Practice will present a live, 60-minute webcast, beginning at 1:00 p.m. EDT, that will review the significant state tax issues in this area. After completing this course you will be able to:

- Identify which states incorporate the UDITPA definitions of business and nonbusiness income

- Explain the connection between the unitary business theory and business income

- Apply case law defining the parameters of the transactional and functional test for business income

- Identify which states may still recognize the extraordinary transaction exception to the functional test for business income

- Identify which states allocate or otherwise exclude certain items of income, such as foreign source income and royalty income

There will be an opportunity to submit questions during the live webcast. This webinar will be presented at an Intermediate Level. For additional information, please contact Dorinda Graves at (214) 969-3762 or dkgraves@jonesday.com.

There is no cost to attend this program. The live version of this webcast has been approved for 1 hour of Continuing Legal Education (CLE) credit in CA, IL, NY and TX. Assistance with individual applications in other jurisdictions is available upon request. Jones Day is an approved NASBA sponsor for up to 1 hour of CPE credit for this event.

Jones Day is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org.

Jones Day represents companies in complex, multistate, unclaimed property audits and internal reviews. Charolette Noel is widely recognized as a leading national expert in this area. On Thursday, February 9, 2012, the Jones Day State & Local Tax Practice will present a live, 60-minute webcast, at 1:00 p.m. EST, that will review the significant state tax issues in this area. After completing this course you will be able to:

- Identify the five key elements that define unclaimed property
- Recognize five frequently under-reported types of unclaimed property
- Determine the controlling state law jurisdiction and priority of competing state law claims
- Apply the general rules of dormancy, tolling, diligence, indemnity, and burden of proof on audit to your operations
- Apply techniques to limit the scope of unclaimed property audits and mitigate estimated or proposed assessments

There will be an opportunity to submit questions during the live webcast. This group internet-based webinar will be presented at an Intermediate Level. For additional information, please contact Dorinda Graves at (214) 969-3762 or dkgraves@jonesday.com.

There is no cost to attend this program. The live version of this webcast has been approved for 1 hour of Continuing Legal Education (CLE) credit in CA, IL, NY and TX. Assistance with individual applications in other jurisdictions is available upon request. Jones Day is an approved NASBA sponsor for up to 1 hour of CPE credit for this event.

Jones Day is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org.

Significant developments continue to occur for the Texas margin tax, sales tax, and property tax. On Wednesday, January 18, 2012, the Jones Day State and Local Tax Practice will present a live, 60-minute webcast, beginning at 1:00 p.m. EDT, that will review the significant state tax developments in Texas. After completing this course you will be able to:
• Explain the Texas Comptroller’s top five points of contention for the margin tax
• List five ways of potentially reducing your margin tax expense
• List at least three ways for maximizing the sales tax manufacturing exemption
• List the ways in which the Comptroller identifies out-of-state companies with alleged “substantial nexus” with Texas

There will be an opportunity to submit questions during the live webcast. There are no prerequisites nor advanced preparation required to attend, but a background in state tax would be useful. This group internet-based webcast will be presented at an Intermediate Level. For additional information, or to address any concerns, please contact Dorinda Graves by telephone at (214) 969-3762 or by email at dkgraves@jonesday.com.
There is no cost to attend this program and no penalty for cancellations. The live version of this webcast has been approved for 1 hour of Continuing Legal Education (CLE) credit in California, Illinois, New York and Texas. Assistance with individual applications in other jurisdictions is available upon request. Assistance with individual applications for CPE is available upon request.

The national trend toward single sales factor apportionment and market-based sourcing presents numerous compliance and planning issues. On Thursday, December 15, 2011, the Jones Day State and Local Tax Practice will present a live, 60-minute webcast, beginning at 1:00 p.m. EDT, that will review the significant state tax developments in this area. Topics and learning objectives include:

• Historical underpinnings of the trend toward single sales factor and market-based sourcing
• Planning issues and opportunities for single sales factor apportionment
• Detailed study of approaches to market-based sourcing
• Elective alternative apportionment under UDITPA Section 18

There will be an opportunity to submit questions during the live webcast. There are no prerequisites to attend, but a background in state tax would be useful. This group internet-based presentation will cover topics of interest from beginners to experts. There is no advance preparation required. For additional information, or to address any concerns, please call our office at (214) 969-3762.

There is no cost to attend this program and no penalty for cancellations. The live version of this webcast has been approved for 1 hour of Continuing Legal Education (CLE) credit in California, Illinois, New York and Texas. Assistance with individual applications in other jurisdictions available upon request. Jones Day is an approved sponsor for up to 1 hour of CPE credit for this event.

Please join us for an informative discussion regarding how to prepare for, and respond to, an enforcement related inquiry by the SEC. Discussion topics will include, When an 8-K is necessary, Public relations concerns and Tips regarding an internal investigation.

There have been a number of key state tax developments throughout the United States in recent years. State legislatures, courts, and administrative bodies continue to alter the state tax landscape in areas such as taxable nexus and apportionment.

On Thursday, November 10, 2011, the Jones Day State and Local Tax Practice will present a live, 60-minute webcast, beginning at 1:00 p.m. EDT, that will review the significant state tax developments in the Southeast and West Regions.

Decisions Impacting Financial Institutions: An Analysis of Recent Major Business Decisions From The U.S. Supreme Court, the New York Court of Appeals, and the Second Circuit

The California Court of Appeal's decision in Nortel Networks Inc. v. State Board of Equalization recently became final providing taxpayers with a much needed victory with respect to certain sales of software in California. While many have filed protective claims for refund - reveling in the perceived freedom from tax on these sales - more difficult issues have arisen with respect to how to handle these sales going forward.

On Octoer 6, 2011, the Jones Day State and Local Tax Practice will present an in-depth analysis of the state of software sales in California post - Nortel.

2011 marked a significant year in state tax legislation. Several states enacted legislation in key areas, such as nexus, apportionment and sourcing, net operating losses, tax credits, tax amnesty, and unclaimed property.

On September 8, 2011, the Jones Day State and Local Tax Practice will present a live, 60-minute webcast, beginning at 1:00 p.m. EDT, that will review the significant state tax legislation enacted during 2011, including:

•Affiliate and Click-Through Nexus Legislation
•Colorado and Illinois—Constitutional Challenges to Use Tax Legislation
•Connecticut—Budget Bill Tax Provisions
•District of Columbia—Combined Reporting
•Michigan—Business Tax “Reform”
•Texas—82nd Legislature in Review
•2011 Legislative Trends

European Perspectives on Nanotechnology:
Seizing Opportunities, Protecting Technology, and Avoiding Risks

Nanotechnology is expected to become one of the key technologies of the 21st century, and it is already being used in a vast number of industrial and consumer applications.

This webinar will first provide an overview of patent protection for nanotechnology-related inventions in Europe. It will describe specific requirements for claiming new effects caused by miniaturization and will summarize new judicial developments under the European Patent Convention and in Germany, where most European patent infringement trials are held. Practical advice for the search for nanotechnology inventions of third parties will also be given.

The second part will address potential regulatory and liability risks facing nanotechnology products in Europe and how to manage those risks. The European regulatory framework for nanotechnology will be discussed. In the absence of European "nano-legislation," stakeholders have to take into account both substance-and product-related regulation, as well as general harmonized product liability and product safety regulations.

The Texas margin tax presents both pitfalls and planning opportunities for most companies. The unusual structure of the margin tax can make predicting the tax implications difficult. Understanding the mechanics of the Texas margin tax and how it varies from other states’ business taxes can be crucial to avoid overpaying.

On April 26, 2011, the Jones Day State and Local Tax Practice will present a live, 60-minute webcast, beginning at 12:00 p.m. CDT, that will review the current status of the Texas margin tax regime and outline potential areas ripe for tax planning, including:

• Efficient reporting of revenue;
• Expansive deductions for flow-through funds;
• The ins and outs of the costs of goods sold deduction;
• Maximizing the lower 0.5% rate;
• Unique apportionment opportunities;
• Finding the right unitary group; and
• The vital need for tax sharing agreements and indemnification.

The Employee Benefits/Executive compensation group has arranged for a web cast at which BDO will give an overview of the accounting treatment afforded to various types of equity award (e.g, options, SARs, Restricted Stock, RSUs, Cash-based phantom award). The purpose of the webcast is to provide Jones Day attorneys who are involved in advising companies on forms of various equity-based compensation a better understanding of the accounting aspect of granting, modifying or amending equity awards. BDO will also discuss the accounting consequences of adding provisions like a net-settlement feature, amending awards in connection with corporate transactions and extending the life of the award following termination of employment.