Calling off an M&A Deal: Legal and Damage Ramifications
In the current economic climate of declining revenue, falling profits, and disappearing credit, the parties to many merger and acquisition agreements are not consummating the deal. This webcast will address issues that Buyers, Sellers, and Lenders face in transaction termination scenarios, including recent case law and potential damage issues.
Please join Jennifer Heil of Latham & Watkins, and Jeff Litvak and Kenneth Mathieu of FTI Forensic and Litigation Consulting for this free webcast.
The rush of holiday season is just around the corner - companies are bracing themselves for the deluge of traffic in the lead up to the end of the year and the busiest shopping period on the planet.
Even with the most sophisticated planning and science around expected peak traffic and sustained loads, there will always be that one scenario you could not foresee ... or could you? What if you had the ability to accurately simulate the waves of traffic ahead of time? Being able to simulate the stress put on your systems allows for identification and rectification of any issues, before it is crunch time.
This session will share 3 important steps your organization can take in the lead up to the holiday rush to ensure you not only survive, but thrive.
As a continuation of our webinar series “Retail Transformation for CIOs”, we present to you this new webinar called “Top Benefits of a Mobile-enabled and Cloud-ready Store Solution”, including an exclusive interview with Decathlon Sports India Head of IT by the CEO of Openbravo.
Retail CIOs are under pressure to enable the required transformation of physical stores into a new destination for customer engagement and interaction that supports the retailer omnichannel strategy. This transformation provides business opportunities but also creates new requirements that can be addressed by means of these types of store solutions, which are being increasingly adopted by leading retailers worldwide.
What will you learn?
- How the adoption of mobile store solutions can help to enhance customer experience by empowering store associates and delivering improved customer service
- How a cloud-ready store solution can dramatically simplify the in-store IT infrastructure for higher business agility and flexibility
- The experience of Decathlon Sports India going mobile in the stores with Openbravo and their plans for the future
NonStop systems have been powering the global payments infrastructure for more than 40 years. With its release of the new Integrity NonStop X family of servers, HP introduces support for the x86 architecture and extends its mission critical platform into the future.
Existing NonStop customers who want to take advantage of the new platform will need to fully understand the implications of adding NonStop X into their existing environment. Running hybrid systems can offer several advantages, but does require the users to develop the right strategy and deploy the right tools in order to achieve optimal results.
In this Webinar, industry expert Richard Buckle will provide an overview of the new NonStop X system, as well as what hybrid computing can mean for your organization. Jack van Meel from IR will look at issues associated with running NonStop Blades and NonStop X in a hybrid environment.
Adoption is key to any successful IT deployment and the key to adoption is a great user experience. This session will discuss some of the key strategies to deliver that experience, driving adoption of Skype for Business, and ultimately a successful project which realizes ROI.
John Hand, Global Microsoft Alliance Director, with 25+ year Microsoft experience, will be joined by Dave Bottomley, Communications Solution Engineer, with 11+ yrs Microsoft experience, to share their key insights and learning on what key strategies drive Skype for Business adoption.
Data analytics can be useful in assessing risks and controls. If you are thinking of incorporating data analytics to your audits, there are important considerations to ensure your efforts are successful. In this introductory webinar focused on Data Analytics, you will learn:
•How data analytics can enhance your audits
•Where in the audit process you should consider analytics
•What types of audits are good analytic candidates
•How to overcome some of the common challenges encountered when using data analytics
House of Cards (2nd in the Series) : 8 Steps to Improving your NFC / Apple Pay Insight. Apple Pay is driving contactless payment adoption and differentiating contactless payments from others can be a challenge. Join Christopher Souser and Andrew Pickles as they dissect the Apple Pay / NFC transaction and discuss the 8 steps that help steer operations in the right direction regardless if you are a bank, processor, or merchant.
Is your company providing managed services for Avaya IP Office? Are you considering hosting Avaya IP Office for your customers?
Do you know how you will effectively provide service assurance for this environment, how you will maintain stated SLAs, how will you know when something is wrong and rapidly point the issue to avoid major outages?
If you would like to hear how Prognosis handles these environments and keeps you out of the hot seat, this session is a must attend.
Blockchain technology is set to have a big impact on many sectors as it securely and quickly enables peer to peer transactions, records and confirms identity and much more.
You may be an advocate, or a cautious observer. But quite possibly you may not have really heard of it at all.
In this webinar Blockchain-Events.com interviews Sian Jones of COINsult. We explore why it is important for all senior executives to understand the emergence of Blockchain technology; and highlight some of the key considerations you need to form an opinion on in advance of the industry and internal discussions you will soon face.
The cross-border private placement market has continued to grow, providing non-US issuers with an opportunity to raise capital from US and European financial institutions. This market, which has been incredibly robust this past year, has continued to attract issuers across a myriad of industries and from multiple jurisdictions. These issuers seek to, among other things, diversify their funding sources or supplement their bank lending, lengthen their existing debt profile, refinance acquisition debt, or finance certain single-asset projects.
In this webinar, speakers will discuss:
- The global private placement market and recent trends
- Market participants
- Documentation requirements for traditional and structured transactions
- Financial covenants, MFLs and model form provisions
- New issuers using the market (social housing trusts, universities, investment trusts etc)
- Marketing process with agented and direct private placements
- Ratings and the NAIC
- Scott Ashton, Morrison & Foerster
- Brian Bates, Morrison & Foerster
- Akshay Shah, Barclays
- Tom Young, IFLR (moderator)
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.
Professor Stephen E. Christophe, Ph.D., Nessim Mezrahi
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.
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.
Vivian Robinson QC, Barry Vitou, Anne-Marie Ottaway and Julian Glass
The DPA party invitation letters have been sent.
On the eve of the fifth anniversary of the Bribery Act, our panelists will take a look back at the Bribery Act’s pre-school years and what the future looks like.
A lot of water has passed under the bridge since the Bribery Act was passed in the last days of the last Labour government in the UK. Two general elections later and another change of government, the political and legal landscape looks a lot different:
This webinar will cover:
--Deferred Prosecution Agreements: now or never?
--The Bribery Act: How long until a corporate prosecution?
--Failure to prevent fraud offence: Will this new law be passed?
--Penalties: Jail time and fines
Claudius Sokenu, Jerome Fortinsky, Howard Scheck, Stacy Fresch
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.
While the market for cyber insurance continues to grow dramatically, there still is no standardized form of cyber insurance policy language, and the actuarial challenges of measuring and gauging the impact of a cyber-attack make it difficult to match a cyber insurance policy with the unique risk profiles of today’s public and private companies.
This webcast presents detailed, practical means of managing this challenge by analyzing and scrutinizing the typical cyber-incident response workflow that follows most cyber-attacks. The webcast will examine -- before any cyber-attack occurs -- which workflow costs will trigger coverage, which workflow costs will be outside of coverage, and which workflow costs might be uninsurable.
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.
Professor Stephen E. Christophe, Ph.D., Nessim Mezrahi
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.
Bill McLucas, Doug Davison, Marty Wilczynski, Jason Flemmons
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 Honorable John W. Noble, Julie Hilt Hannink, Srinivas M. Raju, Mark Lebovitch
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.
Patrick F. Linehan, John Rizio-Hamilton, Rob McDonald
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.
Vivian Robinson QC, Barry Vitou, Richard Kovalevsky QC, Julian Glass
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
Peter Bradford, Charlie Steele, Scott S. George, Louis Greenstein, Patrick Rowan
Anti-bribery and trade compliance regulations have often been areas in which government agencies have vigorously prosecuted companies for non-compliance. These two regulatory areas also have many common touch points not only for interactions with government agencies, but in companies’ operations as well.
The focus of this webcast is to provide an update related to enforcement trends involving these two regulatory areas, as well as to identify those commonalities to streamline your company’s risk assessment process.
When a data breach occurs, counsel for a financial firm is the quarterback of the response team - calling all the plays (including multiple audibles).
A cybersecurity investigation consists of a very technically-minded iterative process, with an eye toward complete discovery of the scope of any suspected computer compromise. Full-scope discovery means identifying all of the compromised accounts, computer systems and information stores. The failure to identify the full-scope could dramatically impact a financial firm's ability to make informed decisions about notification, disclosure and remediation, in addition to potentially leaving the systems vulnerable to a follow-on breach.
This webcast, the second in a series on the topic of Cybersecurity and Financial Firms (see Part 1 here), discusses suggested guidelines and protocols to successfully respond to a data breach after its detection -- from the first moment of discovery and investigation through notification of law enforcement, customers, regulators and the slew of interested constituencies, to the last effort of remediation. A regulatory cyber-storm is clearly brewing and its onslaught makes it critical for practitioners, in-house counsel, compliance officers, technology personnel, exchanges and the many other professionals impacted by this recent financial regulatory surge to understand how to properly respond.
The purpose of this webcast is to educate attendees about high-frequency trading (HFT) and help cut through some of the recent media frenzy and claims of "market rigging." As with any complex topic, there are many perspectives and interests, often resulting in misconceptions, controversy, and finger pointing. And where there is alleged malfeasance there is often a litigious dispute.
The HFT ecosystem is far reaching and multifaceted; everyone from prop trading firms and institutional investors to exchanges and news providers may be party to a legal or regulatory inquiry or litigation.
This webcast will objectively discuss the evolution of market structure, advances in electronic trading, regulatory enforcement and legal action, and potential ramifications and readiness strategies.
What You Will Learn:
• What is High-Frequency Trading? Myth versus reality
• Fundamentals of today’s technology driven financial markets
• Difference between HFT, algorithmic trading, and prop trading
• How big (and how profitable) is the industry? Who are the players?
• Latest regulatory inquiries and legal disputes
• Is HFT legal? Is it insider trading? What laws and regulations apply?
• North America vs European and Asian markets
• Looming regulatory/structural response and how prepared are you?
Given the recent SEC Risk Alert regarding cybersecurity and the recent FINRA Sweep announcement, the time is now for financial firms to refresh and improve their cybersecurity efforts. Today, when financial firms experience any form of data breach, financial regulators are going to come knocking (or even pounding) on the door.
Recent reports indicate that regulatory examiners have expanded their focus beyond merely what financial firms have in place to protect the data of their customers. In 2014 and beyond, regulators will also want to know much more about firms' security measures--including the policies and procedures firms have to detect the origin, nature and extent of the cyber-related incident; regulatory notifications of any cybersecurity breach; and remediation efforts after any cybersecurity-related incident.
A regulatory cyber-storm is clearly brewing and its onslaught will have a dramatic impact upon how financial firms build, manage and protect their information and trading systems, To help practitioners, in-house counsel, compliance officers, technology personnel, exchanges and the many other professionals impacted by this recent financial regulatory surge, we are providing two webcasts from two teams of experts.
In this, the first of these two webcasts, we will discuss:
* The current regulatory landscape of, and recent regulatory interest in, the cybersecurity policies and practices at financial firms;
* SEC enforcement actions pertaining to cybersecurity;
* The type of cybersecurity information FINRA and OCIE examiners may expect to receive during their examinations; and
* Recommended technology-related steps for broker-dealers, registered investment advisers, hedge funds, private equity firms, exchanges and other financial firms to take in response to increased regulatory focus and new regulatory initiatives, including how financial firms can launch a "pre-emptive holistic strike" to counter the anticipated regulatory offensive.
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