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Securities Litigation and Enforcement Channel

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  • 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
  • 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

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