Calling off an M&A Deal: Legal and Damage Ramifications

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

On November 14, the DOJ and SEC released their long-awaited guidance on the FCPA, “A Resource Guide to the U.S. Foreign Corrupt Practices Act.” The guidance provides some insight into how the government approaches FCPA enforcement, and sets forth a number of factors companies should consider in evaluating their anti-corruption compliance.

The new FCPA guidance addresses a number of areas, including the use of third-party intermediaries; the treatment of “facilitation” payments; risk factors associated with gifts, travel, and entertainment expenses; and the current state of parent/subsidiary and successor liability; among others. The webcast will review many of these key areas, and will provide an analysis of the enforcement declinations described in the guidance to identify which characteristics appear to be the most important to the government in deciding not to bring an action. The program will review what questions remain unaddressed by the guidance, and highlight what areas companies should focus on to ensure compliance with all aspects of the FCPA.

Please join Robertson Park, Timothy Peterson and Greg Esslinger as they address these issues and your questions in a free, one-hour webcast.

In this four-part IPO Webinar Series hosted by FTI Consulting, our experts will address the challenges, opportunities and market trends facing companies considering and preparing for an IPO. Each webinar in the series will focus on a different stage in the IPO process – from evaluating whether an IPO is an appropriate strategy to operating as a newly public company.

The fourth webinar in the series titled, “Life After the IPO: Thriving as a Public Company,” will explore the following:

•Are you acting like a public company?
•How to survive the first earnings call
•Maintaining valuation
•Disclosure practices
•Engaging all stakeholders through an integrated communications program

Who should attend:
•Board of Directors from privately held companies
•C-suite executives from privately held companies – CEO, CFO, GC, CMO, CCO and IRO
•Outside Legal Counselors
•Private Equity and Venture Capital Investors

CPE credit: Participation in the live webinar qualifies for 1 CPE credit. Field of Study: Finance

Please note that CPE credit can only be given to individuals who remain logged into the LIVE webinar and respond to the polling questions provided during the webinar. Please note that this is a NASBA (not FTI) requirement. In accordance with the standards of the National Registry of CPE Sponsors, CPE credits are granted based on a 50‐minute hour.

In this timely and informative webinar hosted by FTI Consulting, legal and compliance experts will provide critical information about (i) the QPAM exemption that often is a commercial necessity for financial service organizations that manage ERISA money or want to manage even a small slice of the $17 trillion U.S. retirement market; and (ii) the new audit rules that apply to a financial firm that is managing retirement fund assets for its own employee benefit plans. Now is not the time to take a chance of being non-compliant. Assuring that proper compliance is being done and avoiding reputational and monetary risks, as well as mitigating ERISA litigation and enforcement risk, is more critical than ever in today's financial environment.

The webinar will examine issues including:

• Background information about the new ERISA rule for a Qualified Professional Asset Manager (“QPAM”) audit
• What it means to be a Qualified Professional Asset Manager or In-House Asset Manager
• Who must comply and in what timeframe
• Who can carry out a QPAM /INHAM audit
• What a QPAM audit entails in terms of information-gathering and scheduling
• Case study discussion
• How the results of a QPAM audit can be used to improve operations and client relationships

Who Should Attend:

• Chief Compliance Officers of asset managers
• Business development executives for asset managers
• Internal legal counsel for asset managers and other financial firms
• ERISA consultants and investment advisors

In this four-part IPO Webinar Series, hosted by FTI Consulting, our experts will address the challenges, opportunities and market trends facing companies considering and preparing for an IPO. Each webinar in the series will focus on a different stage in the IPO process – from evaluating whether an IPO is an appropriate strategy to operating as a newly public company.

The third webinar in the series titled, The Road to IPO, will explore and discuss the key ingredients of an IPO preparation program:
•How to navigate today’s market forces to maximize enterprise value after listing day
•IPO due diligence with respect to all stakeholders
•Developing a multi-stakeholder communications plan
•The new rules and regulations of an IPO: the impact of social media and the JOBS Act
•Successful strategies and common pitfalls leading up to listing day

Who should attend:
•Board of Directors from privately held companies
•C-suite executives from privately held companies – CEO, CFO, GC, CMO, CCO and IRO
•Outside Legal Counselors
•Private Equity and Venture Capital Investors

Speakers:
•John Huber, Senior Managing Director, Forensics & Litigation Consulting, FTI Consulting
•Kal Goldberg, Senior Managing Director, Strategic Communications, FTI Consulting
•Glenn W. Tyranski, Senior Vice President, Financial Compliance, NYSE Regulation, Inc.

CPE credit: Participation in the live webinar qualifies for 1 CPE credit. Field of Study: Finance

Please note that CPE credit can only be given to individuals who remain logged into the LIVE webinar and respond to the polling questions provided during the webinar. Please note that this is a NASBA (not FTI) requirement. In accordance with the standards of the National Registry of CPE Sponsors, CPE credits are granted based on a 50‐minute hour.

The role of the Audit Committee has gained substantial influence and importance in light of the global financial crisis with greater scrutiny and demands for accountability and transparency of US institutions. With the passage of the Sarbanes-Oxley Act of 2002, the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, and increased regulation and enforcement by the Securities and Exchange Commission (SEC), the challenge of the Audit Committee to recognize and balance the mounting internal and external pressures for effective financial governance of institutions has never been greater.

Please join us on Tuesday, October 2nd at 1:00 p.m. for a webinar presentation on this topic with Michael G. Oxley, Of Counsel, Baker & Hostetler LLP and former Congressman and Chairman of the House Financial Services Committee, and co-author of the landmark Sarbanes-Oxley Act of 2002; John J. Carney, Partner, Baker & Hostetler LLP; John M. Gherlein, Partner, Baker & Hostetler LLP; and Matthew Greenblatt, Senior Managing Director of FTI Consulting.

As the Foreign Corrupt Practices Act (“FCPA”) turns 35 years old, the law has matured into a daily concern for corporate legal and compliance professionals alike as companies and individuals face aggressive enforcement by U.S. prosecutors and regulators for conduct that often occurs far from the corporate headquarters. This webcast will highlight the several converging trends encouraging companies to reevaluate and update their compliance programs to ensure they meet the emerging--and more nuanced--best practices informed by the latest FCPA enforcement actions and trials and recent guidance provided for compliance with the U.K. Bribery Act (“UKBA”).

Featuring an experienced panel of anti-corruption compliance practitioners, this webcast will cover the key trends shaping FCPA and UKBA enforcement and provide practical insights for companies seeking to assess their compliance risks and refresh their compliance program in a cost-efficient manner. Beyond this, the webcast will address compliance best practices related to risk assessment strategies, dealings with third parties, due diligence in M&A transactions, and the role of internal audit in internal investigations.

In this four-part IPO Webinar Series, hosted by FTI Consulting, our experts will address the challenges, opportunities and market trends facing companies considering and preparing for an IPO. Each webinar in the series will focus on a different stage in the IPO process - from evaluating whether an IPO is an appropriate strategy to operating as a newly public company.

The second webinar in the series titled, Are you Ready to Go Public?, will explore and discuss the key ingredients of an IPO preparation program:

•Appropriate financial and corporate infrastructure
•Guiding principles for choosing the right market and exchange
•Potential reputational risks and impact on enterprise value
•Preparing management for “primetime”
•Priority compliance and reporting systems and impact of the JOBS Act

Who should attend:
--Board of Directors from privately held companies
--C-suite executives from privately held companies – CEO, CFO, GC, CMO, CCO and IRO
--Outside Legal Counselors
--Private Equity and Venture Capital Investors

Speakers:
--Joel Trotter, Partner, Latham & Watkins and principal co-author of the IPO-related provisions of the JOBS Act of 2012
--Jay Frankl, Senior Managing Director, Forensic and Litigation Consulting, FTI Consulting
--Elizabeth Saunders, Americas Chairman, Strategic Communications, FTI Consulting
--Neil Stewart, Editor-at-large, IR Magazine

An increase in value through the realization of synergies is one of the most frequently cited rationales for a merger or acquisition. To achieve this goal, it is necessary to not only identify potential opportunities for synergies, but also quantify and value those synergies and develop a plan to achieve them. Expected synergies can also increase the complexity of litigation related to a planned or executed merger or acquisition.

In this webcast, the panelists from FTI Consulting, Inc. and DLA Piper will cover important synergy issues companies face before and after the acquisition. The panel will provide an overview of academic and consulting firm research on M&A value creation and synergies as well as discuss guidelines for valuing synergies prior to an acquisition. The panel will also discuss relevant case law and provide case study examples of how synergies impact litigation both before and subsequent to the execution of a merger or acquisition.

The webcast will be followed by a question-and-answer session with the panel, which consists of Jeff Litvak, CPA/ABV/CFF, ASA, and Brent Miller of FTI Consulting’s Forensic and Litigation Consulting group and Brett Ingerman of DLA Piper.