2010 Year in Review: Securities Enforcement, Litig. & Compliance

As a follow-up to our April 4th, 2018 webinar ("Anti-Money Laundering Regulation of Digital Assets"), Alma Angotti, Managing Director and Global Investigations & Compliance Practice Co-Leader and Gino Soave, Director at Navigant; and Martine Beamon and Jai Massari, Partners at Davis Polk & Wardwell LLP will examine the impact of the federal securities laws on digital assets.

Topics to be covered include:

-- The SEC’s jurisdiction over digital assets and activities involving digital assets
-- The recent focus on the role of intermediaries and gatekeepers in digital asset markets
-- The state of play of enforcement involving digital assets and how the SEC’s approach can guide development of an effective compliance program

This webcast analyzes the first 48 hours following a cybersecurity incident, and lays out incident response strategies that facilitate critical decision making and enable victim companies to rapidly recover.

Having evolved significantly over the past several years, cyber incident response has moved beyond just quantifying the data exposure and hunting for end-point threats. New techniques such as user behaviour analytics and cloud identity management are two examples of game changers in modern incident response. Traditional hard drive forensics were historically the primary source of evidence during a cyber investigation and are now just one component of the effort where broader crisis management, threat pursuit, and information assurances take on prominent roles in the response.

Join Ankura’s senior cybersecurity experts as they share their respective decades of experience in leading organizations through some of the most complex incident response engagements. Learn valuable insights into new approaches in IR that are imperative in today’s initial response in the First 48 hours of a significant cybersecurity incident.

What you’ll learn:

--What are the primary risks and efforts that the most elite incident responders are concerned about in the First 48 hours of a significant security incident?
--What are the key questions inside and outside counsel are asking cybersecurity experts in the First 48 hours of a significant security incident?
--What are some of the new and emergent approaches to cyber IR to better providing better assurances to the victim organization?
--Where are some organizations missing opportunities for greater assurances during the response in the First 48?

This seminar will analyze Lucia v. Securities and Exchange Commission, in which the Supreme Court will address the constitutionality of the Securities and Exchange Commission’s (“SEC”) Administrative Law Judges. Oral argument in this case is set for April 23, 2018. Among other items, this session will cover:

· An overview of the SEC administrative process, including the genesis of the constitutional challenges to the forum and the changes that the SEC made to its Rules of Practice in response to those constitutional challenges;
· A review of the key Appointments Clause jurisprudence leading up to Lucia;
· An analysis of the potential outcomes of Lucia; and
· A practical discussion of the potential impact of Lucia on SEC administrative proceedings, whether pending or already adjudicated.

Please join Britt Whitesell Biles and Meryl D. Grenadier from Stein Mitchell Cipollone Beato & Missner LLP as they discuss this important Supreme Court case and its potential impact on SEC administrative proceedings. Ms. Biles recently joined Stein Mitchell from the SEC, where she served as Assistant Chief Litigation Counsel in the Division of Enforcement. At the SEC, Ms. Biles investigated and litigated securities enforcement actions, including administrative proceedings. In 2017, Ms. Biles received the SEC Chairman’s Award for Excellence for leading the litigation in the SEC’s groundbreaking law firm hacking case in which Chinese nationals were charged with securities fraud for trading on the basis of material nonpublic information that was stolen from law firms when their networks were hacked.

Within recent months, U.S. and international regulators have been moving swiftly to regulate cryptocurrency in various ways. On February 13, 2018, the U.S. Department of Treasury Financial Crimes Enforcement Network (FinCEN), in a letter to Senator Ron Wyden, Ranking Member on the Senate Finance Committee, reiterated its position that cryptocurrency exchanges are required to register as Money Service Businesses (MSB). The requirement to register as an MSB triggers the obligation to develop, document an anti-money laundering (AML) and sanctions compliance program.

In a panel discussion, Alma Angotti, Managing Director and Global Investigations & Compliance Practice Co-Leader at Navigant; Gino Soave, a Director in Navigant’s Global Investigations & Compliance Practice; Claiborne (Clay) Porter, Managing Director and Head of Investigations at Navigant; and Jason Somensatto, Of Counsel at Orrick discuss the practical effects of FinCEN’s position and how companies in this industry can ensure that they don’t run afoul of AML and sanctions regulation and enforcement.

Topics to be covered include:

-- Determining whether your organization should be registered as an MSB
-- Developing, implementing and maintaining an effective AML and sanctions compliance program
-- How to address AML and sanctions compliance in an ever changing regulatory environment

The first quarterly reporting deadline for public companies is quickly approaching, and that reporting for the first time will include significant disclosures related to the newly-implemented accounting standards. By January 2018, companies were expected to update revenue recognition rules for all revenue arising from contracts with customers, which requires not only a change to financial statements, but related disclosures, business processes and internal controls over financial reporting.

In a panel discussion, Cathy Connolly of StoneTurn and Jonathan Shapiro of Baker Botts will focus on the changes brought about by the new rules, and address the questions they raise.

Topics to be covered include:

-- What types of issues may be brought to light? From what sources (internal, SEC, other)?
-- How does a company and its counsel respond?
-- What is the board’s response?
-- How can the key problems be quickly identified, and an effective response, including a remediation plan, be implemented?

Sapin II, the new French anti-corruption law, has been in effect for nearly a year now. The new law required companies with operations in France to implement compliance programs, created a new French anti-bribery agency, and created a judicial agreement similar in structure to the U.S. deferred prosecution agreement (“DPA”).

In a panel discussion, Xavier Oustalniol of StoneTurn, Daniel Kadar of Reed Smith and Dominique Laymand of Ipsen will provide an update on how these changes in French law are impacting companies and whistleblowers.

Topics to be covered include:
-- A Look at the Anti-Corruption Landscape
-- How are Affected Companies Handling the New Compliance Rules?
-- Quantifying the Anticipated Impact of the Law in Years to Come

In this annual webcast, our panel will analyze key SEC enforcement developments from 2017, and will discuss what to expect in 2018. Among other items, the panel will address:

• new SEC leadership and its new priorities;
• current legal and policy issues arising from cases involving the FCPA, financial fraud, insider trading, and investment management; and
• developments in the Whistleblower Program, the new Cyber Unit and Retail Strategy Task Force, and other ongoing initiatives.

Please join panelists Bill McLucas from Wilmer Cutler Pickering Hale and Dorr LLP; Doug Davison from Linklaters; and Marty Wilczynski and Steve Richards from Ankura Consulting as they address these and other developments in SEC enforcement.

In the midst of reported declines in securities enforcement, 2017 was yet another record year for reports to the SEC’s Office of the Whistleblower. In the six-year history of Dodd-Frank’s whistleblower provisions, the SEC has turned tens of thousands of tips into nearly a billion dollars in enforcement actions, returning over $160 million of the pockets of whistleblowers. In 2017, the SEC continued to financially reward those who come forward with information concerning potential securities violations as well as take aggressive enforcement actions against those alleged to have discouraged whistleblowing through retaliation or restrictive severance agreements. On top of all this, the federal courts continue to teem with civil anti-retaliation claims and the Supreme Court has agreed to decide the foundational question of whether Dodd-Frank’s anti-retaliation provisions apply to those who have not reported to the SEC.

These trends, coupled with dynamic developments in FCPA enforcement, provide the perfect storm for keeping in-house counsel and compliance professionals up at night.

Securities Docket is pleased to present its sixth annual webcast on the intersection of Dodd-Frank’s whistleblower provisions and the FCPA. This free 90-minute webcast will include a dynamic and participatory discussion on the statutory and regulatory framework of Dodd-Frank’s whistleblower provisions, discuss their interpretation by the SEC Office of the Whistleblower and federal courts, analyze their intersection with the FCPA, and provide participants with practical tips for navigating the minefield of whistleblower complaints.

Internal investigations have become a much higher-stakes issue for companies of all sizes. The SEC filed a record high number of enforcement actions in 2016. In recent years, the U.S. Department of Justice has expanded its interest in internal investigations from the “what” and “why” to also include an emphasis on “how” companies conduct them. Now, the two agencies are more actively coordinating on investigations involving accounting fraud and FCPA issues.

In a panel discussion, Rex Homme of StoneTurn and Catherine Moreno of Wilson Sonsini will focus on the impact of heightened scrutiny on corporate compliance programs, best practices for responding to government inquiries and how to avoid enforcement actions.

Topics to be covered include:

-- Data Analytics and Fraud Detection
-- Recognizing “New” Types of Fraud
* Vendor, supplier and procurement fraud
* CEO fraud and other cyber scams
-- Developing a Response Plan

The rapid growth of so-called “unicorn” companies – privately held start-ups with valuations of more than $1 billion – presents a number of significant regulatory challenges and risks. Although many people believe that special rules and exemptions apply to unicorns, in fact, unicorns may not be so unique in the eyes of regulators. Much like public companies, it is more important than ever that they focus on developing appropriate legal and compliance procedures surrounding capital raising, public disclosures, options compensation, and related issues to avoid, or best respond to, scrutiny by regulators, including the U.S. Securities and Exchange Commission (SEC).

Join a distinguished panel of industry professionals including WilmerHale partners Lori Echavarria (former SEC Associate Regional Director and head of Enforcement for the Los Angeles Regional Office) and Michael Mugmon, and Ed Westerman, Senior Managing Director and Co-Leader of Forensic Accounting & Advisory Services at FTI Consulting, to discuss important SEC trends and initiatives impacting unicorn companies. Topics to be covered include:

· The Unicorn Landscape
· Jurisdictional “Hooks”
· The Vulnerability of Unicorn Companies
· Transitioning from Private to Public: What Happens Next?
· The Trump Administration and the Current SEC Environment

The recent Equifax data breach is perhaps the largest in history and has barraged the company and its senior executives with a complex and challenging range of legal, financial and technological issues -- issues that every corporation and its outside counsel will inevitably (and unfortunately) encounter.

In this timely webcast, John Reed Stark, seasoned data response professional and former Chief of the SEC's Office of Internet Enforcement, drills down to explain it all.

Don't miss this early opportunity for a detailed analysis, presented in plain English, of the many critical caveats, reminders and takeaways from this evolving and ironic cybersecurity incident.

After a significant corporate crisis event, issuers are often forced to navigate concurrent matters in multiple jurisdictions. The matters at issue may involve internal investigations, SEC and DOJ investigations, exchange listing inquiries, private class actions and derivative actions. There are multiple constituents in each of these forums -- many of which have competing interests and agendas.

Decisions made in one forum can, and often do, have significant impact on the other. Having a thorough understanding of these competing interests and procedures is imperative in successfully coordinating navigating this complicated playing field.

Join an experienced panel of securities lawyers and forensic accountants who conduct investigations, interact with government regulatory entities, audit committees and independent auditors, and represent issuers in multiple jurisdictions, as they discuss the often overlooked implications of dealing with multiple investigations and actions.

Panel: Michele E. Rose and Robert P. Howard, Jr., of Murphy & McGonigle PC; and Jim Barratt and Amy Gonce of Ankura Consulting, LLC

In May, 2016 the Financial Crimes Enforcement Network (FinCEN) issued final rules under the Bank Secrecy Act to clarify and strengthen customer due diligence requirements for: Banks; brokers or dealers in securities; mutual funds; and futures commission merchants and introducing brokers in commodities. The rules contain explicit customer due diligence requirements and include a new requirement to identify and verify the identity of beneficial owners of legal entity customers.

Join a distinguished panel of industry professionals to discuss what the rule requires and what it means to your firm. More importantly, the event will include a practical discussion of what firms should be considering and doing in advance of the rule’s May 2018 final applicability date. Topics to be covered include:

· How do financial institutions (“FIs”) intend to identify and verify Beneficial Owners (“BOs”) and Control Persons (“CPs”)?
· What is a “customer profile” and what do you do with it?
· How will the rule affect transaction monitoring, suspicious activity investigations and reporting from both a technology and compliance program standpoint?
· What risk-based trigger events are FIs considering when updating beneficial ownership information?

As the Bribery Act starts to bite, the UK Government looks to abolish the SFO!

On the 6th anniversary of the Bribery Act entering into force we have now seen further significant enforcement activity in the UK.

In this webcast, our panel of expert UK attorneys and consultants look back over the last 12 months and forecast where we see developments in the year to come. The panel will discuss issues including:

-- Key developments over the last twelve months, including the Rolls Royce DPA and corporate prosecution under the Bribery Act.
-- What’s next:
* DPA’s v. Prosecution. Latest developments?
* Privilege and bribery investigations, what are the issues coming out of ENRC?
* What is the future of the SFO?

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 versus 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.

Numerous case studies will be used during the program to highlight the legal and valuation issues.

The program and a Q&A session will be presented by litigation and bankruptcy attorney Dion Hayes from the law firm of McGuireWoods LLP and valuation experts Jeff Litvak, Scott Friedland and Clara Chin of FTI Consulting.

For legal and compliance professionals, data breach response is where FCPA and AML were fifteen years ago – quietly and quickly emerging as the fastest and most lucrative legal and compliance practice area. Every white collar defense and commercial litigator, and attorneys and other professionals in related areas, should be preparing to enter this exploding marketplace.

Just like any other independent investigation, data breach response requires careful legal navigation. In addition to the governmental investigations and litigation, the list of civil liabilities after a cyber-attack is almost endless, including shareholder lawsuits for cyber security failures; declines in a company’s stock price; and management negligence. There may also be consumer/customer driven class action lawsuits against companies falling victim to cyber-attacks, alleging a failure to adhere to cyber security “best practices.”

Legal and compliance professionals who understand data breach response can also provide critical strategic benefits for their clients, such as: 1) serving as an objective sounding board to IT staff tasked with designing, implementing, and reviewing data security practices and remediation; 2) reviewing privacy policies; testing representations made to consumers, and evaluating how outsiders might exploit those representations in court; and 3) assisting in litigation-testing the "reasonableness" of cybersecurity practices.

In order to meet this growing client need, legal and compliance professionals must first understand the intricacies of a data breach response. This webcast fills that critical gap — reviewing data breach response workflow in plain English, designed exclusively for legal and compliance professionals who want to take the lead of, or assist with, data breach response engagements and investigations.

With the change in administration and the replacement of SEC Chair White, the state of SEC enforcement is in flux, and public companies are pressed to reevaluate how they deal with regulators and manage internal processes. This webcast will provide an in-depth examination of the projected 2017 areas of SEC focus, as well as an overview of how in-house counsel and finance teams can avoid missteps in this evolving financial reporting landscape.

This program and Q&A session will be presented by SEC investigations and white collar defense attorney Nicolas Morgan from the law firm of Paul Hastings LLP, and forensic accounting, regulation and compliance expert Jean Chow-Callam of FTI Consulting. The presenters also will discuss steps for dealing with regulators and managing internal processes to simultaneously avoid and prepare for investigations, and other highlights from their article “Top SEC Concerns in Public Company Financial Reporting to Watch in 2017” published in Bloomberg BNA Insights in February 2017.

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 fifth consecutive year, 2016 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. In 2016, the SEC awarded to whistleblowers over $57 million—higher than the combined award amount from all previous years.

Meanwhile, the SEC’s Division of Enforcement brought multiple enforcement actions to discourage what it views as overly restrictive employee severance and confidentiality agreements as well as an unprecedented stand-alone enforcement action against an employer for allegedly retaliating against a whistleblower employee. In addition, 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.

The panel discussing these developments will include Patrick F. Stokes of Gibson, Dunn & Crutcher and Sean X. McKessy of Phillips & Cohen, respectively the former chiefs of DOJ’s FCPA Unit and the SEC’s Office of the Whistleblower. Joined by co-panelists F. Joseph Warin and John W.F. Chesley of Gibson Dunn, Erika A. Kelton of Phillips & Cohen, and Jim Barratt of FTI Consulting, this free 90-minute webcast will include a dynamic and participatory discussion on 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 participants with practical tips for navigating the minefield of whistleblower complaints.

In this annual webcast, our panel will analyze key developments in SEC enforcement and notable events from 2016, and will discuss what to look for in 2017. Among other items, the panel will address:
•The change in leadership at the SEC and what to expect;
•Results of litigation and current issues arising from SEC actions;
•Themes from cases involving the FCPA, financial fraud, gatekeepers, market structure, insider trading, and investment management;
•Updates on the Whistleblower Program, use of technology, and other ongoing initiatives;

Please join panelists Bill McLucas and Doug Davison, securities partners at Wilmer Cutler Pickering Hale and Dorr LLP; and Marty Wilczynski and Steve Richards, Senior Managing Directors with Ankura Consulting as they address these and other developments in SEC enforcement.