AttorneysEd Center

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

Jeffrey Edelstein, a partner at Manatt, Phelps & Phillips, LLP, provides an overview of privacy, recent developments, and enforcement activity, including most notably the FTC’s final report on privacy, areas of potential privacy enforcement, and practical pointers for companies trying to apply the FTC’s privacy framework. Topics include: • Privacy Overview • Recent Developments and Enforcement Activity • White House Proposal / Consumer Privacy Bill of Rights • Proposed Legislation • Do Not Track (existing mechanisms) • Enforcement Actions: Google and Facebook • The FTC’s Report: Protecting Consumer Privacy in an Era of Rapid Change (March 2012) • FTC’s Privacy Framework and Guidelines • Scope • Privacy by Design • Simplified Consumer Choice • When should companies require consumer choice (opt-ins) • Transparency • Areas Ripe for Enforcement • Mobile (e.g., appropriate disclosures; safeguarding data against cell phone theft) • Large Platform Providers • Practical Pointers for Applying the FTC’s Privacy Framework • Tips for creating effective data management procedures • When should companies require opt-ins? •

The Dodd-Frank Wall Street Reform and Consumer Protection Act has brought about significant changes to the suitability standards used to determine whether investors can invest in private offerings or private funds or be subject to certain fee arrangements with respect to private funds. In this program, K&L Gates LLP presenters Kay Gordon and Yusef Alexandrine explain the regulatory requirements surrounding the new SEC rules governing these suitability standards, including the following: • amendments to the net worth standard to exclude the value of a person’s primary residence and certain related secured debt used to determine whether a person qualifies as an “accredited investor” eligible to purchase unregistered securities pursuant to private and other limited offering exemptions under the Securities Act of 1933, such as offerings pursuant to Regulation D; • amendments to the net worth standard and asset threshold used to determine whether a person is permitted to be subject to

Join Dan Foster and Leigh Martinson as they discuss the new Model E-Discovery Rules issued by the District Court in the Eastern District of Texas (formally known as [Model] Order Regarding E-Discovery in Patent Cases). Our presenters describe how the rules may affect litigation strategy from both an offensive and defensive perspective.

The DOJ has declared that this is the “new era” of FCPA enforcement. The cost of settlement is spiraling upward, business organizations are conducting extensive and far-reaching investigations at great cost to win cooperation credit, and individuals are being targeted while longer and longer jail sentences are being demanded. Yet in court the DOJ seems to be faltering, and at the same time, business groups are demanding reform and Congress continues to hold hearings. Join Tom Gorman of Dorsey & Whitney LLP as he examines the trends behind this new era of FCPA enforcement in view of the repeated calls to amend the statute and the prospects for reform.

Todd Solomon, a partner at McDermott Will & Emery LLP, and a frequent speaker and writer on employee benefits issues resulting from domestic partnerships and same-sex marriages, discusses the impact of the New York same-sex marriage law on employee benefit plans. Topics include: • which plans are required to offer coverage to same-sex spouses, • the federal and state tax implications of providing such coverage, and • best practices for administering a program that covers same-sex spouses.

Steve Bennett, a partner at Jones Day, discusses the legal and practical aspects of international e-discovery for all attorneys, including litigators and corporate counsel. Topics include: • U.S. versus world approach to discovery • U.S. versus world privacy rules • Document production and preservation in multiple countries • Additional resources 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.

The preparation of an employment contract in today’s legal environment almost always requires multi-disciplinary expertise. Too often, attorneys with a singular disciplinary focus (business law, employment law or litigation) prepare employment contracts for their clients. When they do this, they often miss the target. Join us as a business lawyer, a labor & employment lawyer and an ERISA /Tax lawyer from Foley & Lardner discuss the multitude of factors which must go into a properly drafted employment agreement and avoid future disputes. 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.

The NLRB has issued an unfair labor practice complaint against the Boeing Corporation. Boeing, which has experienced a number of strikes at one of its plants, decided to build another plant in the South, in part, to have an alternative supply source in the event of future work stoppages. No jobs were transferred or lost due the construction of the second plant. The new NLRB is prosecuting Boeing under a theory of retaliation against the employees for exercising their right to strike and bargain collectively. Employers often develop alternate sources of supply in order to operate and survive a possible work stoppage. Often, the development of the alternate source of supply creates bargaining leverage for the employer and avoids the need for a strike or lockout. Louis DiLorenzo, the Chair of Bond, Schoeneck & King’s Labor and Employment and Employee Benefits Practice Group, analyzes the issues presented by the facts

Todd Solomon, a partner at McDermott Will & Emery LLP, and a frequent speaker and writer on employee benefits issues resulting from domestic partnerships and same-sex marriages, discusses the latest legal developments impacting employee benefits for same-sex couples. Topics include: • a survey of the current state of the law relating to the recognition of same-sex marriage (domestic partnerships, reciprocal beneficiaries, civil unions, same-sex marriage) • the latest on California Proposition 8 • the status of legal challenges to the federal Defense of Marriage Act and the proposed legislative repeal of DOMA • the new Human Rights Campaign Corporate Equality Index and the impact on benefit plans • the status of legal proposals relating to domestic partner benefits taxation and discrimination on the basis of sexual orientation