Securities Litigation and Enforcement Channel

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Timely webcasts and updates for lawyers and other professionals

Timely webcasts, analysis, updates and presentations about securities litigation, SEC enforcement and white collar issues. This channel allows listeners to learn about cutting-edge issues from the leading attorneys, consultants, and other professionals in the securities litigation industry.

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The Reemergence of Accounting Fraud as an SEC Enforcement Priority Claudius Sokenu, Howard Scheck The risk for public companies and senior management becoming the subject of a financial fraud investigation by the Securities and Exchange Commission has never been greater. Mary Jo White, the SEC’s Chair, and the SEC’s Director of Enforcement, Andrew Ceresney, have publicly stated that financial fraud cases are a programmatic priority for the Commission. Indeed, the Commission has formed a Fraud and Audit Task Force to proactively identify potential schemes. Moreover, the Commission officials have routinely touted the Commission’s data analytic capabilities for detecting anomalies and red flags and have encouraged collaboration internally within the Commission and with other regulators.

This webcast will provide insights to all those in the financial reporting process including attorneys, accountants and other professionals preparing or auditing financial statements, investigating allegations of accounting misstatements or defending targets of investigations and lawsuits. Senior management, audit committee members and independent auditors are especially at risk given that the Commission has signaled a desire to bring enforcement action against gatekeepers. Consequently, it is important to understand what the Commission will be examining and how to respond when the Enforcement Division comes knocking.

The webcast will focus on the sources of the government’s investigations, hot accounting topics, process for investigating financial fraud allegations and the government’s expectations for responding to allegations of financial fraud. You will get insights on how to manage expectations of the board of directors and independent auditors as well as strategies for defending companies and individuals. Additionally, this webcast will cover cross border considerations, lessons from recent enforcement cases, and related class action lawsuits.
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Jun 4 2015 5:00 pm
75 mins
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  • With global M&A activity on the rise, companies should prepare themselves for potential post-acquisition disputes prior to buying or selling a business. Often times, the contract between the parties will address the process to be followed in the event of any purchase price disputes and will reference the use of a neutral arbitrator.

    This presentation will address the important role of a neutral arbitrator in purchase price disputes, including how that role is created, defined and executed, from the initial negotiation of the purchase price agreement to the final opinion given to the parties by the neutral arbitrator. The presentation will also briefly highlight the most common types of working capital account and other post-closing adjustment disputes that a neutral arbitrator typically adjudicates, as well as controversies regarding GAAP, consistency, and whether alternatives to GAAP apply.
  • In this webcast, panelists from the economic consulting firm Nathan Associates will discuss new measures of investor exposure in Rule 10b-5 cases. As part of this presentation, Nathan will release an inaugural report estimating market capitalization losses and Rule 10b-5 losses in 68 cases filed against American exchange-traded companies since the Halliburton decision. Nathan’s estimates in this semiannual report will be more reliable than figures currently available from other sources.

    Please join panelists Professor Stephen E. Christophe, Ph.D., a recognized authority on securities, and Nessim Mezrahi, principal, financial litigation, at Nathan. They will be prepared to comment on the landscape of securities class action litigation since Halliburton from an investor-exposure standpoint and discuss the calculation of Nathan’s Rule 10b-5 Market Capitalization Loss Percentage, or RMC Ratio.
  • In this annual webcast, our panel will analyze key developments in SEC enforcement and notable events from 2014, and will discuss what to look for in 2015. Among other items, the panel will address:

    --Results of litigation and the shift toward the use of administrative law judges;
    --The status of the Financial Reporting and Audit Task Force and SEC accounting initiatives;
    --Significant “first ever” cases;
    --The SEC’s “force multipliers,” such as increased focus on technology and whistleblowers; and much more.

    Please join panelists Bill McLucas and Doug Davison, securities partners at Wilmer Cutler Pickering Hale and Dorr LLP; and Marty Wilczynski and Jason Flemmons, Senior Managing Directors with FTI Consulting as they address these and other developments in SEC enforcement.
  • We are in a brave new world of whistleblower regulation and litigation. Now four years after the passage of Dodd-Frank, the SEC Office of the Whistleblower is making an increasing number of bounty awards – including a recent record-breaking $30 million award – and federal courts across the country are defining and redefining the statute’s complex contours. Companies, meanwhile, continue to field the flood of hotline complaints in an effort to sift the chaff from tomorrow morning’s front-page expose. These trends, coupled with the continuing robust pace of FCPA enforcement, provide the perfect storm for keeping in-house counsel and compliance professionals up at night.

    Featuring an experienced panel of plaintiff- and defense-side whistleblower and anti-corruption practitioners, including counsel to the whistleblower who received the largest award in Dodd-Frank’s history, this webcast will detail Dodd-Frank’s statutory and regulatory framework, discuss its early interpretations by the SEC Office of the Whistleblower and federal courts, and provide the participant with practical tips for navigating the minefield of whistleblower complaints.
  • The economy is progressively improving and M&A activity is beginning to show signs of improvement. The courts have focused on numerous challenges for valuation experts in M&A transactions. 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 emerging 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
  • The Delaware Chancery Court is one of the most significant venues for major shareholder litigation cases, and the Court’s decisions in those matters help shape the legal and valuation landscape for those cases. In the past few years, a number of cases have provided valuable insights into the court’s views on legal and valuation issues that arise in many shareholder disputes. Staying informed of such recent case developments is essential to the success of practitioners handling these types of cases.

    In this webcast, a panel of shareholder dispute experts will discuss City of Providence v. First citizens Bancshares, Inc. (Del. Ch. Sept. 8, 2014); Huff Fund Investment Partnership v. CKx, Inc. (Del. Ch. Nov. 1, 2013), In re Rural Metro Corp. Shareholders Litigation (Del. Ch. Oct. 10, 2014), In re Nine Systems Corp. Shareholders Litigation (Del. Ch. Sept. 4, 2014), and other recent Delaware Chancery Court cases and their impacts on shareholder litigation. The panelists will discuss the impact these cases have on the role of financial advisors, the mechanics of stockholder disputes, the relevance of market-based evidence and other issues. The panelists will also present a case study example of a valuation in a shareholder dispute.
  • The usage of Master Limited Partnerships (MLPs) as a capital structure, particularly in the energy industry, has never been more popular. However, concerns about the model persist. Public investors who participate in MLPs as limited partners (LPs) frequently agree to partnership agreements that forfeit significant protections that could permit the general partner (GP) to take self-interested actions that would not be as easily done with a traditional public company structure. Recent developments and transactions have also raised some questions about the long-term economic viability of the MLP model.

    The panelists will discuss the evolution of MLPs, how courts have been interpreting legal challenges to MLP transactions, and the future of MLP entities and related litigation.
  • This past June marked the three-year anniversary of the Supreme Court's decision in Janus Capital Group, Inc. v. First Derivative Traders. Janus, in holding that primary liability for misstatements to investors under Rule 10b-5 could not attach to anyone but those who had "ultimate authority" over the content and communication of the alleged misstatement, held the potential to have a significant impact upon the way securities fraud cases are brought and litigated, not only by private investors, but also by the SEC and the Department of Justice.

    In this webcast, a panel of leading securities enforcement and private securities litigation practitioners will discuss how courts have applied Janus over the last three years, and the impact of Janus and its progeny on the SEC, DOJ, and private enforcement landscape.

    Areas of focus are expected to include:

    (1) The extent to which courts have extended Janus to criminal and SEC enforcement context
    (2) SEC's approach to charging individual defendants post-Janus
    (3) Janus and the continuing vitality of "scheme liability"
    (4) Pleading considerations in the private litigation context
  • In the 1993 Supreme Court case of Daubert v. Merrell Dow, the court established a new standard for the admissibility of expert testimony in federal court. Following this decision, the Daubert standard has been a critical hurdle in disputes over the admissibility of financial expert testimony in commercial and securities litigation.

    During the past 10 years since the Supreme Court affirmed the Daubert case, most experts have experienced a Daubert challenge, which resulted in the expert testimony being limited or completely excluded. This webcast will, in part, focus on how to avoid a Daubert challenge or at least minimize its consequences.

    This webcast will provide an update on the role of Daubert in cases involving financial expert testimony. Our panel will examine recent case law applying Daubert to such cases, as well as key concepts of damage theory in commercial litigation such as the “But For” concept, lost profit damages, destruction of business damages, causation, reasonable certainty/speculation, and reasonable foreseeability/hindsight.

    In addition, the panel will discuss an actual case study focusing on key damage issues, past financial performance, and the ability of the claimant to penetrate the market or raise debt/equity capital. Finally, the panel will present key observations about the case study illustrating key Daubert issues as they relate to damages.
  • What a difference a year makes...

    On July 1, 2014, the UK Bribery Act will mark its three-year anniversary. While there may not have been a corporate prosecution -- yet -- there is plenty of enforcement activity in the UK from an investigation perspective with some widely-publicized investigations into flagship companies like GSK.

    In this webcast, a panel of leading UK lawyers and professionals will discuss the UK Bribery Act after its third birthday. This webcast is a “must attend” for general counsel, ethics officers and compliance counsel of any business affected by the UK Bribery Act.

    Don’t miss this opportunity to hear Vivian Robinson QC, former general counsel to the UK’s Serious Fraud Office and now a partner in McGuireWoods London; Barry Vitou, partner in Pinsent Masons LLP’s London office; Richard Kovalevsky QC, 2 Bedford Row; and Julian Glass, Managing Director, FTI Consulting, as they answer your questions and address key topics. Areas of focus are expected to include:

    1.Anti-corruption enforcement – an emerging trend of big ticket investigations;
    2.The UK to invest more in enforcement;
    3.A more joined-up approach and the future of the SFO;
    4.How much? Sentencing guidelines
    5.Prosecution v. Deferred Prosecution what does the future hold?
    6.What every company serious about compliance should do, and are they doing it

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