Six months ago, the U.S. Supreme Court’s ruling in Morrison v. National Australia Bank sent shock waves through the securities litigation world when it appeared to strike the death knell for so-called "f-cubed" cases brought in U.S. courts (i.e., claims by foreign investors who purchased s
Six months ago, the U.S. Supreme Court’s ruling in Morrison v. National Australia Bank sent shock waves through the securities litigation world when it appeared to strike the death knell for so-called "f-cubed" cases brought in U.S. courts (i.e., claims by foreign investors who purchased shares of foreign companies on foreign exchanges). In fact, some have interpreted the Morrison case to also mark the end of “f-squared” cases: claims by U.S. investors who purchased shares of foreign companies on foreign exchanges. Some investors, however, have argued that Morrison does not go this far, and that it provides that U.S. courts can hear cases involving the purchase of stock on a foreign exchange if that stock is listed on an American exchange.
This webcast will look at the impact of the Morrison case in existing cases such as the massive verdict for plaintiffs in Vivendi, and in over a dozen other cases now pending in federal courts around the U.S. in which the parameters of Morrison are being tested. Our panel will examine the related “extraterritorial” powers and responsibilities delegated to the U.S. Securities and Exchange Commission under Dodd-Frank. It will also take a look at whether securities class actions are influencing whether foreign issues choose to list their securities in the United States, and whether Morrison will impact this question.
Please join Jordan Eth, partner at Morrison & Foerster LLP, and Adel Turki, Senior Vice President of Cornerstone Research, as they address these issues and your questions.
RecordedDec 16 201060 mins
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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 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;
--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.
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.
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.
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 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
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 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.
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