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Programs in Regulatory and Administrative Law



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Top Ten Tips for Conducting a Whistleblower Investigation

Program Number: 2329 Presenter: Roger A. Lane, Esq., Michael Thompson, Esq., Courtney Worcester, Esq.

In the wake of Dodd-Frank, complaints by whistleblowers are on the rise and are unlikely to decrease anytime soon. And as recent events make clear, companies need to be prepared for whistleblowers going to the press. Join Roger Lane, Michael Thompson and Courtney Worcester as they walk through the top ten tips internal and external counsel should follow in conducting an internal whistleblower investigation to mitigate both legal exposure and costs as well as discuss how to deal with, and respond to, leaks and other public incidents of whistleblowing. 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.

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Venture Capital Firms and Fiduciary Duties: Considerations and Developments for Corporate and Securities Counsel

Program Number: 2328 Presenter: Roger A. Lane, Esq., Courtney Worcester, Esq.

When venture capital firms invest in portfolio companies, it is common for a general partner of the fund to take a position on the company's board. It is understood that the general partner owes a fiduciary duty to the company's stockholders, but what about the venture capital fund itself? Under what circumstances may the fund be found to owe fiduciary duties to the company's other stockholders? What are the limitations on what the fund can do? May the fund exercise its contractual rights with impunity or are there limitations? Join Roger Lane and Courtney Worcester as they explore these questions in this evolving area of the law and provide practical advice for addressing them to counsel who advise venture capital funds and portfolio companies.

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The SEC's Continued Focus on the Private Equity Industry:What their Lawyers Need to Know

Program Number: 2327 Presenter: Roger A. Lane, Esq., Courtney Worcester, Esq.

The SEC is expected to continue its focus on the private equity industry in 2013. In this program of particular interest to attorneys who advise private equity firms, Roger Lane and Courtney Worcester provide: • an overview of several areas that the SEC is expected to concentrate on, including valuation practices during a fundraising period; conflicts of interest; and the fiduciary duties owed by the Chief Operating Officers and Chief Financial Officers of private equity funds, and • best practices to avoid SEC scrutiny or mitigate the risks when you can't.

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Update on Say on Pay Litigation

Program Number: 2326 Presenter: Michael Thompson, Esq., Courtney Worcester, Esq.

Two years ago the Dodd-Frank Wall Street Reform and Consumer Protection Act created Section 14A of the Securities Exchange Act of 1934, which required certain public companies to conduct a shareholder advisory vote on executive compensation. Smaller issuers, those with a public float of less than $75 million, were exempt for two years. That exemption has now expired, meaning that these companies are now facing their first shareholder advisory vote. Luckily, they and their counsel can learn from their larger counterparts' mistakes and successes over the past two years. Join Michael Thompson and Courtney Worcester as they provide an update on say on pay litigation, discuss what guidance companies and their counsel can draw from that litigation, and provide advice for how to survive that first vote (and what to do if they don't).

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Ethical Challenges in Conducting Cross-Border Internal Investigations

Program Number: 2325 Presenter: Edward J. Fishman

Ed Fishman of K&L Gates highlights ethical challenges that are often faced by in-house counsel and outside counsel when conducting internal investigations relating to conduct that has occurred outside the U.S. Such cross-border investigations have become critical for multinational companies that may be subject to a wide range of laws with extraterritorial application, including securities, anti-corruption, export control and international trade laws. However, investigative counsel must be aware of various ethical challenges that can arise when conducting cross-border investigations. The topics covered include the differences between attorney-client privilege rules in the U.S., the E.U. and other jurisdictions; evidence collection challenges as a result of the E.U. Directive on Data Privacy; local employment law considerations when considering disciplinary action against employees outside the U.S.; and the tension that can arise in joint representation situations between Model Rule of Professional Conduct 1.4 (the duty to communicate with

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The Supreme Court Speaks on Same-Sex Marriage: What the Decisions Mean for Employee Benefits and Family Law Counsel

Program Number: 2322 Presenter: Todd A. Solomon, Esq.

In June the Supreme Court will rule on the constitutionality of the Federal Defense of Marriage Act ("DOMA") and California Proposition 8. The Court's rulings will have dramatic implications for employee benefit plans covering domestic partners and the taxation of domestic partner benefits. Join 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, as he discusses the Court's rulings, the future of DOMA and Proposition 8, and the implications for benefit plan sponsors. Topics include: • The taxation of domestic partner benefits (Federal and state) after the Court's rulings. • The status of same-sex marriages, civil unions, and domestic partnerships. • Can same-sex couples marry in California? • What policies and procedures should employers and their counsel be updating in light of the Court's rulings?

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Everything Tax Advisors Should Know to Stay Out of Trouble: Ethical Considerations for Tax Counsel

Program Number: 2321 Presenter: Jean A. Pawlow, Esq., Kevin Spencer, Esq.

Jean Pawlow and Kevin Spencer, McDermott Will & Emery LLP, discuss the ethical pitfalls that can confront tax practitioners, and how such pitfalls can be avoided. Topics covered: • Errors on tax returns (including amended returns) • Errors made during IRS examination and appeals • Disclosing information to the IRS • Disclosure of privileged information and waiver • Paying fact witnesses during litigation • Spoliation and duty to preserve evidence • Candor before a tribunal and the IRS • Backdating of documents • Levels of tax opinions Specific Ethics Rules and other authorities discussed are ABA Model Rules and Opinions, Circular 230, AICPA Rules, Internal Revenue Code and Treasury Regulations, and case law, including U.S. Supreme Court decisions.

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The "New" DOJ and SEC Guidance on the FCPA: Is There Anything New?

Program Number: 2320 Presenter: Thomas O. Gorman, Esq.

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

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Ethical Considerations in Conducting Internal Corporate Investigations

Program Number: 2313 Presenter: Edward J. Fishman

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

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EEOC Cracks Down on Systemic Discrimination: What In-House and Employment Lawyers Need to Know to Minimize Risks in Hiring Practices

Program Number: 2307 Presenter: Jonathan T. Hyman, Esq.

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.

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