Making Sense of the Financial Services Reform Act

Salvatore Graziano, Peter J. Henning,
This webcast will address the likely impacts of the Dodd-Frank Wall Street Reform and Consumer Protection Act on corporate governance practices, financial reporting and accounting, among other topics.

Our panel includes Salvatore Graziano, a partner at Bernstein Litowitz Berger & Grossmann LLP, and Peter J. Henning, Professor of Law at Wayne State University Law School and columnist for The New York Times‘ Dealbook (“White Collar Watch”), where he follows issues involving securities law and white-collar crime. Please join us as we discuss the Act’s significant impact on public companies and what that means for institutional portfolios.
Sep 15 2010
59 mins
Making Sense of the Financial Services Reform Act
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  • Channel profile
  • Gauging Investor Exposure Post-Halliburton Recorded: Jan 22 2015 21 mins
    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.
  • SEC Enforcement – Key Developments in 2014 Recorded: Jan 13 2015 66 mins
    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.
  • The Minefield of Dodd-Frank’s Whistleblower Provisions and the FCPA: 2014 Update Recorded: Dec 11 2014 88 mins
    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.
  • Emerging Trends in Merger & Acquisition Disputes Recorded: Nov 7 2014 103 mins
    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
  • Recent Trends in Shareholder Disputes in Delaware Recorded: Nov 5 2014 94 mins
    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.
  • MLP Crossroads and Conflicts: Legal and Financial Issues Facing Master LPs Recorded: Nov 4 2014 69 mins
    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.
  • The Supreme Court's Janus Decision After Three Years: Impact and Progeny Recorded: Sep 10 2014 62 mins
    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
  • The Realities of a Daubert Challenge and Economic Damages — An Update Recorded: Jul 23 2014 90 mins
    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.
  • The UK Bribery Act Turns Three Years Old -- What a Difference a Year Makes! Recorded: Jul 1 2014 62 mins
    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
  • The Intersection of Anti-Corruption and Trade Regulation Compliance Recorded: Jun 25 2014 64 mins
    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.
  • Cybersecurity & Financial Firms--Counsel as QB for Data Breach Incident Response Recorded: May 29 2014 70 mins
    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.
  • High-Frequency Trading: Wall Street Revolt or Distorted Hype? Recorded: May 16 2014 56 mins
    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?
  • Cybersecurity and Financial Firms -- Bracing for the Regulatory Onslaught Recorded: May 1 2014 78 mins
    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.
  • Financial and Corporate Crime in the UK: Legal Trends and Developments Recorded: Apr 1 2014 58 mins
    This webcast features a panel discussion of recent UK legal developments in the field of corporate crime - in particular a focus on Deferred Prosecution Agreements, the related Prosecutors’ Code of Practice, the recent Sentencing Council guidelines for corporate offenders and confiscation in corporate crime cases.

    Our panel of speakers will offer their insights into these legal and financial issues: Satnam Tumani, Partner, Kirkland & Ellis, London; Jeffrey Bryant, Crown Advocate Proceeds of Crime Division, Crown Prosecution Service and Julian Glass, Managing Director, FTI Consulting, London.
  • Insider Trading Enforcement Update Recorded: Mar 11 2014 62 mins
    This webcast will highlight important recent developments in the government’s ongoing crackdown on insider trading, including lessons learned from recent high-profile criminal trials and debated legal issues. The panel will address:

    • The recent separate trials of former SAC Capital portfolio managers Mathew Martoma and Michael Steinberg in the Southern District of New York.
    • The effect prosecutions involving information from expert networks may have on the “mosaic theory.” Mosaic theory is the concept under which the SEC theoretically permits investors to piece together immaterial nonpublic information to form an investment thesis.
    • The sentences—usually no jail time—handed down to defendants who plead guilty and cooperate with the government’s investigation, versus the relatively long sentences of defendants who are convicted at trial.

    The speakers will include Lawrence Gerschwer, Partner, Morrison & Foerster LLP, and Allen D. Applbaum, Senior Managing Director and Global Leader of FTI Consulting’s Global Risk & Investigations Practice. Mssrs. Gerschwer and Applbaum are both former Assistant US Attorneys for the Southern District of New York.
  • How to Prove and Defend Fraudulent Transfer Claims:Legal & Valuation Perspective Recorded: Feb 12 2014 105 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 v. 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.

    A case study will be used during the program to highlight the legal and valuation issues.

    The program will be presented by litigation and bankruptcy attorneys Craig Simon and Dan Winikka from the law firm of Simon, Ray & Winikka LLP and valuation experts Jeff Litvak and Jack Schwager of FTI Consulting.
  • Global Anti-Corruption Enforcement & Compliance – 2013 Year in Review Recorded: Feb 3 2014 78 mins
    It has been another year of plenty for enforcement of the U.S. Foreign Corrupt Practices Act (“FCPA”) and international anti-corruption statutes worldwide. From a return to the robust enforcement totals of recent years, to a nearly fourfold increase in the size of the average corporate fine, to increasingly aggressive deployment of traditional criminal investigative techniques, to the expansion of multi-jurisdictional, cross-border cooperation and prosecutions, 2013 marked another year of vigorous international anti-corruption enforcement.

    Featuring an experienced panel of anti-corruption and compliance practitioners, this webcast will provide an overview of the FCPA and a survey of anti-corruption enforcement, litigation, and policy developments from the past year, including those in the international arena, as well as provide the participant with practical tips for avoiding or minimizing liability under the FCPA and its foreign counterparts.
  • CFO Liability - the Toughest Job in Corporate America Recorded: Jan 28 2014 62 mins
    This webcast provides guidance for CFOs who face heightened scrutiny and liability as a result of the culmination of legislated rules and regulations, including Sarbanes-Oxley and Dodd-Frank. Newly enacted provisions provide for significant enhancement of SEC enforcement powers, coupled with heightened standards of liability for financial executives.

    In addition, the webcast highlights cases in which CFOs and other financial executives have been sanctioned for violations committed by their subordinates under a "should have known" standard. Finally, this webinar offers practical recommendations to assist CFOs in compliance with the increasingly complex regulations and requirements to which they are subjected.

    The speakers will include John J. Carney, co-leader of Baker Hostetler LLP's White-Collar and Corporate Investigations Group, Mark Gerber, PwC Partner, and Craig Carpenito, head of Alston & Bird's White-Collar Group. The intended audience is current CFOs, legal counsel for CFOs, and accountants working with CFOs.
  • SEC Enforcement: Key Developments in 2013 Recorded: Jan 8 2014 64 mins
    In this webcast analyzing key developments in SEC enforcement, our panel will discuss notable events from 2013 and emerging issues for 2014. Among other items, the panel will address:

    •The SEC’s shift towards requiring admissions, rather than no-admit-no-deny settlements;
    •The increased use of analytic technology to identify fraud;
    •The renewed focus on enforcement against “gatekeepers;”
    •Results of litigating with the SEC; 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 Forensic and Litigation Consulting, as they address these and other developments in SEC enforcement.
  • The FCPA Guidance After One Year: The Impact on Compliance and Practice Recorded: Dec 19 2013 64 mins
    It has now been a year since the DOJ and SEC released their long-awaited guidance on the FCPA, “A Resource Guide to the U.S. Foreign Corrupt Practices Act.” The guidance provided user-friendly insight into how the government approaches FCPA enforcement, and set forth a number of factors companies should consider in evaluating their anti-corruption compliance programs and procedures.

    The FCPA guidance addressed a number of critical compliance concerns, including among others the use of third-party intermediaries, and the current state of parent/subsidiary and successor liability. It also created a one-stop resource for compliance personnel and affected business managers. The webcast will offer a practical and informed review of how the guidance has impacted FCPA practice generally, and more specifically how the guidance has affected compliance operations and the interaction of compliance professionals with both their business units and external counsel.
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  • Title: Making Sense of the Financial Services Reform Act
  • Live at: Sep 15 2010 6:00 pm
  • Presented by: Salvatore Graziano, Peter J. Henning,
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