Celesq® Attorneys Ed Center
Print Catalog:

Programs in Insider Trading

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Everything You Wanted to Know About SPACs But Were Afraid to Ask (03/12/2021)

Program Number: 3164 Presenter: Luke McGrath, Esq., Eden P. Quainton, Esq.

The course will explain what SPACs (special purpose acquisition companies) are, when then emerged historically, how they are structured, how they are being used, how they work, why they are so popular, how they are regulated, what issues frequently arise and what risks they pose. The course will focus in on a few recent SPAC transactions to explain how the target is selected, how the merger with the SPAC occurs mechanically, what documents are negotiated and what documents are filed with the SEC. The course will also discuss some of the recurrent issues that frequently arise, including fair market value of a private target, valuation and status of options and deferred compensation, preparation of audited financials, the use of a simultaneous PIPE (private investment in public equity) transaction, the “promote,” registration rights, earn-outs, lock-ups, management, disclosure and insider self-dealing.

$95.00Audio Tape Add to Cart

The Law of Insider Trading: Why It Is Such a Mess (05/05/2020)

Program Number: 3085 Presenter: Tai H. Park, Esq.

This program will explain the principles of the insider trading law under Section 10(b) of the Securities Exchange Act and describe why it has proven to be so difficult to apply consistently. In recent years, the underlying, conceptual problem in the law was highlighted when judges of the Second Circuit sharply disagreed with each other in two high profile cases. In U.S. v. Newman, a unanimous panel reversed the conviction after trial of two hedge fund portfolio managers, declaring that their alleged insider trading conduct was in fact not illegal. Just a few years later, in U.S. v. Martoma, a different panel of Second Circuit judges affirmed the conviction of another portfolio manager as it disagreed with the thrust of the Newman opinion. A dissenting judge in Martoma wrote a vigorous dissent accusing the majority of flatly contradicting Newman. This split remains unresolved. In a new Second Circuit

$95.00Online Audio Add to Cart

Second Circuit Endorses New Criminal Theory for Insider Trading Prosecution (02/18/2020)

Program Number: 3060 Presenter: John Carney, Esq., Jonathan Forman, Esq., Jonathan New, Esq.

This program will discuss the recent groundbreaking decision United States v. Blaszczak in which the United States Court of Appeals for the Second Circuit affirmed – for the first time ever – an insider trading conviction without proof of a personal benefit to the insider or tipper. Attendees will learn how this decision builds on recent insider trading decisions to further expand insider trading liability in significant ways and how they should respond to it to bolster their companies’ compliance programs.

$95.00Audio Tape Add to Cart $95.00Online Audio Add to Cart

The Six Stages of Trade Secret Misappropriation Protection (11/18/2020)

Program Number: 30246 Presenter: David L. Cohen, Esq., Michael J. Kasdan, Esq. - Wiggin and Dana LLP, Donal O'Connell

This presentation examines considerations for an effective trade secret asset management through the prism of trade secret misappropriation, examining how to approach the question of what to protect as a trade secret and how and whether a company would safeguard and enforce its IP if there were a misappropriation. There are six sequential stages of consideration: Recognition, Detectability, Provability, Specificity, Correlation, and Mitigation. (Any similarity to “The Six Stages of Grief” is purely coincidental. In fact, following these six stages is designed to avoid grief on the part of the trade secret holder when the time arises to pursue a claim of trade secret misappropriation.)

$95.00Audio CD Add to Cart

Don’t Buy a Pig in a Poke: Minimizing FCPA Risks in International M&A (10/19/2020)

Program Number: 30238 Presenter: Dr. Sharon Meit Abrahams, David W. Simon, Esq., Rohan A. Virginkar, Esq.

Experienced FCPA practitioners David Simon and Rohan Virginkar of the law firm Foley & Lardner LLP discuss recent examples of acquisitions gone bad as a result of bribery and corruption at target companies and outline practical strategies to minimize FCPA risk, including effective approaches to compliance due diligence, deal structure and contract language, and compliance integration. The conversation will also address recent DOJ and SEC guidance and expectations for acquiring companies, considerations if issues are identified at a target, and outline strategies for managing the enforcement authorities.

$95.00Audio CD Add to Cart

More Money, More Problems: Cannabis-Related Businesses Targeted by Shareholders (09/14/2020)

Program Number: 30207 Presenter: Christopher Gismondi, Esq., David Jaroslaw, Esq., Keelin Kavanagh, Esq.

Cannabis is a nascent industry facing a number of legal, regulatory, and commercial uncertainties. This program reviews the issues facing the industry, and discusses a series of shareholder lawsuits that have attempted to leverage these uncertainties into claims against publicly-traded cannabis-related corporations for violations of securities laws. We will discuss the types of public statements that have been targeted, defenses to such claims, the current trend of this litigation, and proactive steps that can reduce the risk of such lawsuits.

$95.00Audio CD Add to Cart

Highlights of SEC Updates for Upcoming Form 10-K and Proxy Season (11/20/2019)

Program Number: 29180 Presenter: Chelsea Belote, Esq., Matthew Fry, Esq., Bruce Newsome, Esq.

Discussion of the SEC’s updates affecting the upcoming Form 10-K and proxy season. This presentation will focus on the following: (i) the additions, modifications, and eliminations of specific SEC required disclosures; (ii) the required hedging disclosure in upcoming proxy statements; (iii) recent SEC enforcement actions regarding misleading risk factor disclosure; and (iv) the recent SEC proposed additional disclosure modifications.

$95.00Online Audio Add to Cart

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