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Securities Litigation and Enforcement Channel

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  • How to Prove/Defend Fraudulent Transfer Claims–A Legal and Valuation Perspective
    How to Prove/Defend Fraudulent Transfer Claims–A Legal and Valuation Perspective Dion Hayes, Jeff Litvak, Scott Friedland, Clara Chin Recorded: Mar 16 2017 93 mins
    This webcast will consist of an analysis of the issues commonly confronted in fraudulent transfer litigation under the U.S. Bankruptcy Code and state law. The first portion of the program will provide attendees with an overview of the relevant legal aspects of the fraudulent transfer litigation, including discussion of:

    •Relevant provisions of the U.S. Bankruptcy Code, including §548;
    •Bankruptcy Code §544 and the Uniform Fraudulent Transfer Act;
    •Proving constructive fraud versus actual fraud; and
    •Recent developments in case law.

    The second half of the program will focus on valuation analyses often performed in conjunction with constructive fraud claims under §548 and state law, including:

    •Performing the balance-sheet test;
    •Assessing the adequacy of capital; and,
    •Analyzing the debtor’s ability to pay debts as they become due.

    Numerous case studies will be used during the program to highlight the legal and valuation issues.

    The program and a Q&A session will be presented by litigation and bankruptcy attorney Dion Hayes from the law firm of McGuireWoods LLP and valuation experts Jeff Litvak, Scott Friedland and Clara Chin of FTI Consulting.
  • What Legal and Compliance Professionals Should Know About Data Breach Response
    What Legal and Compliance Professionals Should Know About Data Breach Response John Reed Stark, Jason Smolanoff Recorded: Mar 15 2017 65 mins
    For legal and compliance professionals, data breach response is where FCPA and AML were fifteen years ago – quietly and quickly emerging as the fastest and most lucrative legal and compliance practice area. Every white collar defense and commercial litigator, and attorneys and other professionals in related areas, should be preparing to enter this exploding marketplace.

    Just like any other independent investigation, data breach response requires careful legal navigation. In addition to the governmental investigations and litigation, the list of civil liabilities after a cyber-attack is almost endless, including shareholder lawsuits for cyber security failures; declines in a company’s stock price; and management negligence. There may also be consumer/customer driven class action lawsuits against companies falling victim to cyber-attacks, alleging a failure to adhere to cyber security “best practices.”

    Legal and compliance professionals who understand data breach response can also provide critical strategic benefits for their clients, such as: 1) serving as an objective sounding board to IT staff tasked with designing, implementing, and reviewing data security practices and remediation; 2) reviewing privacy policies; testing representations made to consumers, and evaluating how outsiders might exploit those representations in court; and 3) assisting in litigation-testing the "reasonableness" of cybersecurity practices.

    In order to meet this growing client need, legal and compliance professionals must first understand the intricacies of a data breach response. This webcast fills that critical gap — reviewing data breach response workflow in plain English, designed exclusively for legal and compliance professionals who want to take the lead of, or assist with, data breach response engagements and investigations.
  • Top SEC Concerns in Public Company Financial Reporting to Watch in 2017
    Top SEC Concerns in Public Company Financial Reporting to Watch in 2017 Nicolas Morgan, Jean Chow-Callam Recorded: Feb 28 2017 58 mins
    With the change in administration and the replacement of SEC Chair White, the state of SEC enforcement is in flux, and public companies are pressed to reevaluate how they deal with regulators and manage internal processes. This webcast will provide an in-depth examination of the projected 2017 areas of SEC focus, as well as an overview of how in-house counsel and finance teams can avoid missteps in this evolving financial reporting landscape.

    This program and Q&A session will be presented by SEC investigations and white collar defense attorney Nicolas Morgan from the law firm of Paul Hastings LLP, and forensic accounting, regulation and compliance expert Jean Chow-Callam of FTI Consulting. The presenters also will discuss steps for dealing with regulators and managing internal processes to simultaneously avoid and prepare for investigations, and other highlights from their article “Top SEC Concerns in Public Company Financial Reporting to Watch in 2017” published in Bloomberg BNA Insights in February 2017.
  • Navigating Dodd-Frank’s Whistleblower Provisions and the FCPA (2016 Update)
    Navigating Dodd-Frank’s Whistleblower Provisions and the FCPA (2016 Update) Patrick F. Stokes, Sean X. McKessy, F. Joseph Warin, John W.F. Chesley, Erika A. Kelton, Jim Barratt Recorded: Jan 18 2017 97 mins
    The word is out—the SEC has made good on its promise to pay millions of dollars in awards to those who come forward with evidence of securities law violations and employees are taking notice. For the fifth consecutive year, 2016 saw the number of tips flowing into the SEC Office of the Whistleblower reach a record high, including a new high for complaints of FCPA violations. In 2016, the SEC awarded to whistleblowers over $57 million—higher than the combined award amount from all previous years.

    Meanwhile, the SEC’s Division of Enforcement brought multiple enforcement actions to discourage what it views as overly restrictive employee severance and confidentiality agreements as well as an unprecedented stand-alone enforcement action against an employer for allegedly retaliating against a whistleblower employee. In addition, federal courts across the nation continue to reach disparate conclusions concerning the scope of Dodd-Frank’s whistleblower retaliation provisions. These trends, coupled with dynamic developments in FCPA enforcement, provide the perfect storm for keeping in-house counsel and compliance professionals up at night.

    The panel discussing these developments will include Patrick F. Stokes of Gibson, Dunn & Crutcher and Sean X. McKessy of Phillips & Cohen, respectively the former chiefs of DOJ’s FCPA Unit and the SEC’s Office of the Whistleblower. Joined by co-panelists F. Joseph Warin and John W.F. Chesley of Gibson Dunn, Erika A. Kelton of Phillips & Cohen, and Jim Barratt of FTI Consulting, this free 90-minute webcast will include a dynamic and participatory discussion on Dodd-Frank’s statutory and regulatory framework, discuss its early and recent interpretations by the SEC Office of the Whistleblower and federal courts, analyze the statute’s intersection with the FCPA, and provide participants with practical tips for navigating the minefield of whistleblower complaints.
  • SEC Enforcement– Today and Tomorrow– Developments in 2016, Expectations for 2017
    SEC Enforcement– Today and Tomorrow– Developments in 2016, Expectations for 2017 Bill McLucas, Doug Davison, Marty Wilczynski, Steve Richards Recorded: Jan 17 2017 61 mins
    In this annual webcast, our panel will analyze key developments in SEC enforcement and notable events from 2016, and will discuss what to look for in 2017. Among other items, the panel will address:
    •The change in leadership at the SEC and what to expect;
    •Results of litigation and current issues arising from SEC actions;
    •Themes from cases involving the FCPA, financial fraud, gatekeepers, market structure, insider trading, and investment management;
    •Updates on the Whistleblower Program, use of technology, and other ongoing initiatives;

    Please join panelists Bill McLucas and Doug Davison, securities partners at Wilmer Cutler Pickering Hale and Dorr LLP; and Marty Wilczynski and Steve Richards, Senior Managing Directors with Ankura Consulting as they address these and other developments in SEC enforcement.
  • The Ability-to-Pay Defense: A Strategy for Reducing Criminal Fines
    The Ability-to-Pay Defense: A Strategy for Reducing Criminal Fines Seth Farber, Trey Nicoud, Basil Imburgia, Jeff Litvak Recorded: Oct 26 2016 82 mins
    In recent years, criminal fines and penalties have risen drastically as a result of price-fixing and bid-rigging conspiracies uncovered among automotive parts manufacturers. While companies face these mounting fines, they need not accept the fine initially imposed. The United States Sentencing Guidelines do allow for a reduction of a criminal fine based on a company’s inability to pay. This webcast seeks to inform practitioners on the considerations of this ability-to-pay defense, strategies and process. As an illustration, this webcast includes a case study analyzing a company’s ability to pay a fine resulting from antitrust violations; however, the described methodology has other applications. Additional arenas where this defense has relevance include environmental clean-up costs, healthcare fraud, securities and commodities fraud, as well as FCPA and sanctions violations.

    The session will provide insight into the financial analyst’s role in evaluating the company’s financial status and the basis of the framework for the ability-to-pay argument. As part of the case study, the session will walk through an ability-to-pay model including analysis of projected free cash flow and the strength of the company’s balance sheet. Lastly, the session will address the importance of the financial expert’s role in discussions with the DOJ and its financial expert.
  • Surviving a Restatement: Ten Pitfalls to Avoid
    Surviving a Restatement: Ten Pitfalls to Avoid Bradley Bondi, Michael Wheatley Recorded: Sep 21 2016 49 mins
    The SEC has been very active in pursuing enforcement cases relating to accounting errors that led to a restatement. The decisions of the board of directors and management before, during, and after a restatement will be under scrutiny. A company’s actions in investigating and correcting accounting errors and ultimately restating financials are critical to avoid a prolonged SEC investigation, increased liability in civil litigation, loss of confidence by lenders and shareholders, and potential delisting by an exchange. Appropriately managing a restatement requires special care and skill.

    Join us for this webcast on Wednesday, September 21, 2016 at 1:00 pm to hear a leading practitioner’s perspective on how to avoid potential pitfalls in the restatement process.
  • DOL's New Conflict of Interest Regs: Game Changer for Retirement Advisers
    DOL's New Conflict of Interest Regs: Game Changer for Retirement Advisers Brad Bondi, Michael Wheatley Recorded: Jul 14 2016 54 mins
    In April 2016, the Department of Labor issued final regulations expanding the definition of “fiduciary” for advisers to retirement plans, including advisers to IRAs and ERISA plans. Some advisers and financial institutions who previously were not considered fiduciaries now will be required to meet a fiduciary standard of care and, unless an exemption applies, may not engage in so-called “prohibited transactions” that create potential conflicts of interest (e.g., receiving compensation from third parties in connection with a transaction involving an IRA or an ERISA plan).

    The DOL also created a key exemption known as the Best Interest Contract Exemption (“BIC Exemption”). In general, the BIC Exemption allows advisers to engage in otherwise “prohibited transactions” as long as certain criteria are met. The new regulations will be phased in over time. The new definition of “fiduciary” will apply on April 10, 2017. The entire regulatory package will apply on January 1, 2018.

    In this Webcast, Brad Bondi (a partner at Cahill Gordon & Reindel LLP who leads the securities enforcement and regulatory practices) and Michael Wheatley (an associate at Cahill) will address issues concerning the new regulations, its impact on the financial services industry, best practices for financial services firms and lawyers to prepare for this new regulatory scheme, and pitfalls to avoid.
  • UK Bribery Act Update: Significant Enforcement is Here, Massive Change Coming
    UK Bribery Act Update: Significant Enforcement is Here, Massive Change Coming Vivian Robinson QC, Barry Vitou, Richard Kovalevsky QC, Julian Glass Recorded: Jun 30 2016 67 mins
    Miss this webinar at your peril! On the eve of the 5th anniversary of the Bribery Act entering into force we have now seen significant enforcement activity in the UK and the UK corporate crime regime is on the cusp of the biggest change in its history that will impact on every business with far reaching consequences for business.

    In this webinar we shall look back over the last 12 months and forecast where we see developments in the year to come. We shall discuss:

    1. Our take on the developments over the last twelve months, including the first DPA, corporate prosecution under the Bribery Act and use of the new sentencing guidelines.
    2. What's next:
    · What do the biggest alleged bribery scandal of all time and the Panama Papers have in common?
    · DPA's v. Prosecution. With no discount for a DPA, what is the point?
    · Changing the UK's AML regime: the other side of the Bribery Act coin & big changes are planned
    · The London May Anti-corruption summit and the proposed biggest change to UK corporate criminal law, ever…which will eclipse the impact of the Bribery Act.

    And you have our personal guarantees, that we won’t discuss Brexit and what that might mean for bribery and corporate crime. At all.

    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 these key topics.

    Our predictions for last year were eerily accurate. Can you really afford to miss it?
  • Using Law & Accounting to Determine Separateness or Piercing of Corporate Veil
    Using Law & Accounting to Determine Separateness or Piercing of Corporate Veil Neil Gray, Jeff Litvak, Clara Chin Recorded: May 25 2016 93 mins
    Alter ego/separateness litigation is sought to breach the defendant’s corporate structure in order to obtain access to the financial or other resources of the defendant’s subsidiaries. In order to determine separateness or “pierce the corporate veil,” the plaintiff is generally required to prove that the corporate form was ignored, controlled or manipulated to an extent that it was merely the alter ego of another person or entity and that the misuse of the corporate form would constitute a fraud or used to promote injustice. We will cover the three elements that courts look to in order to determine separateness: (1) the corporation is substantially controlled or manipulated by another; (2) the control was or will be misused to commit fraud or promote injustice and (3) the claimant suffered or will suffer injury as a result. We will also discuss factors that indicate whether affiliated companies should be treated as a single entity including:
    •Fraudulent representation by corporation’s shareholders or directors;
    •Use of the corporation to promote fraud, injustice or illegal activities;
    •Commingling of assets and affairs;
    •Failure to observe required corporate formalities;
    •Other shareholder acts or conduct ignoring, controlling, or manipulating the corporate form
    •Existence of common officers, directors, and employees;

    This webcast will provide legal and accounting perspectives on determining separateness or piercing the corporate veil and will cover:
    •Need for accounting expertise and issues to examine from an accounting perspective;
    •Evidentiary basis and the federal rules of evidence;
    •Permitted Uses including accounting expertise and expert opinions;
    •Cases where alter-ego claim was made;
    •Hypothetical case study

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