AttorneysEd Center

The DOJ and the SEC have issued their new guidance on the FCPA after more than a year-long wait. The new 100-page plus booklet, which contains chapters and sections on virtually every key topic from jurisdiction to who is a foreign official to compliance, was written in the wake of comments by the OCED suggesting that additional guidance be given to the market place. At the same time business groups were clamoring for reform, claiming, among other things, that a procedures defense should be added to the statute, that the definition of foreign official needed to be clarified, and that the issue of successor liability needed to be addressed. Congress held repeated hearings and draft legislation was introduced. But now that the guidance has arrived, along with a virtual blizzard of comment, is there really anything new and/or important? Join Tom Gorman as he addresses the key issues, including

Ed Fishman of K&L Gates highlights ethical issues that must be considered by internal and external counsel when conducting internal corporate investigations. The importance of conducting internal corporate investigations continues to increase as a result of U.S. government enforcement initiatives (including Sarbanes-Oxley and the Dodd Frank Act) and civil litigation trends. Companies can obtain very significant benefits by properly and effectively conducting an internal investigation. However, investigative counsel must be aware of common ethical challenges that may arise when conducting such investigations. The topics covered in this program include conflict of interest issues (including the potential hazards of joint representation under Model Rule 1.13(g)), attorney-client privilege issues (including the importance of providing an "Upjohn" warning and the consequences of privilege waiver), cooperation credit and remediation considerations (under the U.S. Sentencing Guidelines, the DOJ Principles on Federal Prosecution of Business Organizations and the SEC Seaboard Report), and data

While employers want to be able to hire the best and most qualified to staff every position, the myriad equal employment opportunity laws often intervene to roadblock these efforts. The enforcement priorities of the Equal Employment Opportunity Commission (EEOC) are making these hiring decisions increasingly difficult for employers. For example, the EEOC recently issued new guidance for conducting criminal background checks during the hiring process that severely limit how and when employers can rely on criminal arrest and conviction records in making hiring and other employment decision. Other neutral criteria garnering a hard look by the EEOC include credit histories and employment status. In this program, especially for in-house and employment lawyers, Jon Hyman provides valuable insights to help identify and avoid the various risks that come with one of the EEOC’s highest enforcement priorities—systemic discrimination.

In October of 2012, the USPTO issued a notice of proposed rule-making proposing to replace the current USPTO ethics rules, which are based on the ABA Model Code, with a version of the ABA Model Rules. Join Michael Kasdan for a discussion of the differences between the newly proposed rules and the present regime as well as other ethical issues pertaining to practice before the USPTO.

Join Dan Foster and Leigh Martinson, McDermott Will & Emery LLP, as they explain and discuss the America Invents Act's newly-established procedures (which became effective September 16, 2012) for Inter Partes Review. These procedures provide alternatives to litigation to challenge the validity of a patent issued by the U.S. Patent & Trademark Office (USPTO).

Applying best practices in governance of a family business can enhance the value of the business for the owners in many ways. It can improve a company’s financial performance, protect the owners’ other assets, overcome deficiencies in succession planning, and provide a way to avoid or resolve conflict among the owners without litigation. Creating effective family business governance practices requires attention to a company’s governing documents, the owners’ estate plans, and all agreements involving family members and the business. Join Gregory Monday, a partner in Foley & Lardner LLP, who provides essential guidance for how to: • Coordinate business governance and family trust management to best allocate authority for day-to-day operations and long-term returns; • Create exit strategies to enhance ownership value and liquidity for family members throughout the life of the business; • Formalize economic relationships between family members and the business to help ensure equitable returns for all owners; and •

Social media is exploding throughout the workplace, both by companies seeking to promote their businesses and by employees speaking about their jobs. The National Labor Relations Board (NLRB) has increased its scrutiny on what restrictions an employer may lawfully impose on an employee's use of social media. Mark J. Neuberger of Foley & Lardner LLP , discusses current developments in labor and employment law with regard to both employee and employer rights in the social media world. NOTE: This course has been approved for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 1.0 credit hours, of which 0 credit hours will apply to legal ethics/professional responsibility credit.

With the National Labor Relations Board’s renewed and aggressive activity into areas such as social media and restricting locations of employer operations (areas the NLRB has not previously entered), employers and their counsel must be advised of current Board developments and direction. Join Kevin Hyde, a partner in Foley & Lardner LLP, who looks at recent NLRB activity and predicts where the Board may go next.

The 1987 Bruntland Commission, the 2009 Copenhagen Climate Council and the 2011 UN meeting on carbon emissions have shown the pathway that intergovernmental efforts have led along the way to a greener future for commercial real estate. The UK government has introduced legislation for new buildings to be nearly zero energy by 2020 and as near to zero as possible by 2050. The UK Energy Act came into force in 2011 and the recent Energy Performance of Buildings Directive will be transposed into EU member state legislation by July 2012. The Investment Property Databank has produced the IPD Sustainable Property Index Monitor which aims to establish and measure the link between sustainability credentials of a property and its value. Environmental tools exist such as the IPD Eco-Ledger, BREEAM and Energy Performance Certificates. In this program of particular interest to in-house counsel, attorneys and experts in the areas of banking and sustainability explore the regulatory background of the

The reinvigorated SEC Enforcement program is creating trends which should be carefully watched by corporate officials since they may enhance their liability. Combining aggressive enforcement and traditional fraud-based theories with others such as negligence-based fraud, control person liability and strict liability, the SEC is expanding its reach while easing its overall burden of proof in many instances. In recent cases it has brought actions against independent directors claiming they lack independence and were liable for fraud since they missed “red flags,” financial fraud claims grounded in negligence-based fraud, control person claims against officers stemming from underlying FCPA violations and strict liability clawback actions to recover incentive-based compensations while admitting that the officer had no involvement in the underlying wrongful conduct. These kinds of cases, coupled with aggressive interpretations which push the edges of the law, put directors, officers and corporate employees at risk. Join Tom Gorman of Dorsey & Whitney LLP