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Securities Litigation and Enforcement Channel

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  • 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:
    •Undercapitalization;
    •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
  • Law Firms Under Cyber-Siege: How Law Firms Can Manage Data Breach Risks Law Firms Under Cyber-Siege: How Law Firms Can Manage Data Breach Risks Joe Segreti, John Reed Stark Recorded: Apr 19 2016 70 mins
    Law firms have now become primary targets for cyber-attacks. Along those lines, law firm clients have moved from trusting their law firms to safeguard their data to holding them to the same standard as any other service provider, expecting a mature and robust cybersecurity program. As discussed at last week’s Incident Response Forum in Washington, D.C., law firms face two critical and burning questions:

    1. What are the best and most appropriate cybersecurity solutions for law firms? and

    2. What should law firms be doing right now to manage the risk of the inevitable cyber-attack?

    Although data breaches are preordained, law firms can still take important and thoughtful preemptive measures to exceed their client’s (now heightened) cybersecurity expectations and improve (rather than restrain) their business operations. But unfortunately, the cybersecurity marketplace is a chaotic morass replete with a mishmash of consultant jargon pitching dubious panaceas and dire doomsday scenarios. This webcast aims to make sense of all of the confusion and concentrate on how law firms can:

    --Identify cybersecurity vulnerabilities;
    --Remediate issues;
    --Improve processes and data protection;
    --Beef-up enterprise security posture with practical and realistic solutions; and
    --Take preemptive steps not only to insure adequate preparation for the latest data breaches, but also to assure sufficient compliance amid increasing regulatory, governmental (and client) scrutiny.
  • Insights and Observations on Post-Acquisition Disputes Involving Earnouts Insights and Observations on Post-Acquisition Disputes Involving Earnouts Jeff Litvak, Jeremy McGannon, Michael Faris Recorded: Mar 1 2016 93 mins
    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.
  • What Every CFO, GC and CCO Needs to Know About "Pen Testing" & Risk Assessments What Every CFO, GC and CCO Needs to Know About "Pen Testing" & Risk Assessments John Reed Stark, Joe Segreti Recorded: Feb 4 2016 68 mins
    In addition to becoming a compliance prerequisite, so-called “penetration testing” and “risk and security assessments” also create added opportunities to:

    •determine where cybersecurity vulnerabilities lie;
    •remediate issues;
    •improve processes; and
    •beef-up enterprise security posture.

    The emerging penetration testing marketplace, however, is a chaotic morass, with a mishmash of consultant jargon painting varying doomsday scenarios and pitching uniquely branded panaceas.

    This webcast walks GCs, CFOs and CCOs through the “pen testing” maze, providing key insights on how to engage the right blend of capable, trustworthy and innovative cybersecurity professionals.
  • How Every GC, CFO and CCO Should be Preparing for the Inevitable Data Breach How Every GC, CFO and CCO Should be Preparing for the Inevitable Data Breach John Reed Stark, Jason Smolanoff Recorded: Jan 21 2016 69 mins
    Although data breaches are inevitable, companies should still take important and thoughtful preemptive measures to meet their compliance obligations and to help prepare themselves to respond.

    This webcast focuses on preemptive steps that GCs, CFOs and CCOs should implement today to not only insure adequate preparation for the latest forms of data breaches, but also to assure adequate compliance amid increasing regulatory scrutiny.
  • SEC Enforcement – Key Developments in 2015 SEC Enforcement – Key Developments in 2015 Bill McLucas, Doug Davison, Marty Wilczynski, Jason Flemmons Recorded: Jan 15 2016 63 mins
    In this annual webcast, our panel will analyze key developments in SEC enforcement and notable events from 2015, and will discuss what to look for in 2016. Among other items, the panel will address:

    •Results of litigation and current issues arising from SEC administrative proceedings;
    •Actions involving financial fraud, gatekeepers, market structure, and investment management;
    •The impact of the Whistleblower Program, use of technology, and requiring admissions in settlements;
    •Significant “first ever” cases in a broad range of areas; and much more
  • What Every GC, CFO and CCO Needs To Know About Data Breach Response What Every GC, CFO and CCO Needs To Know About Data Breach Response John Reed Stark, Brian Rubin Recorded: Jan 7 2016 64 mins
    A data breach responder is like a high-tech plumber. Just like a plumber does when a house’s basement floods, data breach responders identify the cause of a breach; combine forces to contain its damage; and collaborate on remediation.

    But while a plumber can provide reasonable assurances that the basement will not flood again, a data breach responder cannot promise the same about a future data breach. In fact, another breach is not only possible, it’s likely. That is why data breaches don’t define victim companies – how they respond to data breaches does.

    Yet while today’s news outlets provide an endless stream of data breach reports, rarely is an actual incident response ever discussed. Understanding data breach response workflow not only helps a company prepare for a breach, it also helps a company manage cybersecurity risk overall. This webcast covers the most typical workflows that companies must undertake amid the incident response of a data breach.
  • The Minefield of Dodd-Frank’s Whistleblower Provisions and the FCPA: 2015 Update The Minefield of Dodd-Frank’s Whistleblower Provisions and the FCPA: 2015 Update F. Joseph Warin, John W.F. Chesley, Erika Kelton Recorded: Dec 8 2015 77 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 fourth consecutive year, 2015 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. Indeed, SEC FCPA Unit Chief Kara Brockmeyer recently described Dodd-Frank’s whistleblower incentive provisions as a “game-changer” for FCPA enforcement. Meanwhile, the SEC’s Division of Enforcement brought an unprecedented enforcement action to discourage what it views as overly restrictive employee confidentiality agreements. And 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.

    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 and recent interpretations by the SEC Office of the Whistleblower and federal courts, analyze the statute’s intersection with the FCPA, and provide the participant with practical tips for navigating the minefield of whistleblower complaints.
  • Gauging Investor Exposure One Year After Halliburton Gauging Investor Exposure One Year After Halliburton Professor Stephen E. Christophe, Ph.D., Nessim Mezrahi Recorded: Sep 10 2015 27 mins
    In this webcast, panelists from the economic consulting firm Nathan Associates will evaluate the market trends in securities class actions by analyzing aggregate investor losses stemming from alleged violations of the federal securities laws on all Rule 10b-5 cases that have been filed since the Halliburton decision. As part of this webcast, Nathan Associates will report regression-based monthly market capitalization losses, monthly aggregate Rule 10b-5 losses, average artificial stock price inflation for all public companies facing impeding litigation, and the RMC ratio (Rule 10b-5 Market Capitalization Loss Percentage).

    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 trends and potential losses on all Rule 10b-5 cases that have been filed since the Halliburton ruling last summer.
  • Financial Statements 101 – Accounting Fundamentals for Lawyers Financial Statements 101 – Accounting Fundamentals for Lawyers Jeff Litvak, Jeremy McGannon Recorded: Jul 2 2015 78 mins
    This webcast will cover fundamental concepts of accounting, focusing on issues that lawyers often encounter. Our panel of accounting experts will cover the three financial statements–balance sheet, income statement, and cash flows–and describe the components that are used to create them. In addition, our panel will cover how to derive meaningful conclusions from the data through ratio and trend analysis.

    In addition to understanding financial statements, this webcast will cover common Generally Accepted Accounting Principles and International Financial Reporting Standards.

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