Celesq® Attorneys Ed Center
Print Catalog:

Programs in Securities & Investing

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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

Is Financial Crime Going Viral? Money Laundering, Fraud and Ponzi Schemes in the Pandemic Era (01/26/2021)

Program Number: 3136 Presenter: Ross S. Delston, Timothy Dunfey, Esq.

Financial crime is a constant whatever the era but in times of crisis criminals become even more creative. Coronavirus ‘cures’, PPEs, testing and vaccines all present attractive opportunities for fraudsters to take advantage of our collective anxiety by selling fakery. Ponzi schemes, a ubiquitous phenomenon, often come to light in times of financial crisis since old investors demand redemption and new investors are hard for fraudsters to find. Finally, in the pandemic, trade-based money laundering, another common criminal scheme, can be used to greater effect due to price gyrations and scarcity in previously available goods and commodities. Learning Objectives: • Distinctions between and among different types of fraud, money laundering and other financial crime; • How to recognize commonly used financial crime schemes; • Why red flags are crucial to legal practitioners in banking, securities, contract, M&A, and consumer fields; Topics are targeted to attorneys in the regulatory, compliance, litigation and criminal

$95.00Audio Tape Add to Cart

The SEC’s Whistleblower Program in 2021 and Beyond (02/24/2021)

Program Number: 3129 Presenter: Jay A. Dubow, Esq., Robert L. Hickok, Esq., Kaitlin L. Meola, Esq.

The Securities and Exchange Commission’s Whistleblower Program was created in 2010 to assist the SEC in discovering securities law violations by providing incentives for individuals to report possible violations. The Program has been successful; to date, the SEC has received tens of thousands of whistleblower tips, resulting in more than $2 billion in monetary sanctions, and has awarded more than $700 million to whistleblowers whose tips resulted in enforcement actions. On September 23, 2020, the SEC voted to amend the Program’s rules in order “to provide greater clarity to whistleblowers and increase the program’s efficiency and transparency.” The amendments—effective December 7, 2020—include changes to the way the SEC determines awards, changes that streamline the process for submitting and evaluating tips, and clarifies various definitions. The changes may incentivize whistleblowers to report possible securities law violations, and companies should ensure that their internal whistleblower policies are current and provide adequate internal processes for

$95.00Audio Tape Add to Cart

The Trouble with TikTok & Other Cautionary Foreign Investment Tales: Navigating the New CFIUS Landscape (02/19/2021)

Program Number: 3117 Presenter: David Hall, Esq., Tahlia Townsend, Esq.

As headline grabbing actions around TikTok, StaynTouch, Grindr, and PatientsLikeMe demonstrate, the risks associated with foreign investment in the U.S. have substantially increased. New regulations significantly tightened the rules governing overseas investment into U.S. businesses in 2020, dramatically expanding the circumstances in which pre-investment notification to the Committee on Foreign Investment in the United States (CFIUS) is either mandatory or recommended. This session will cover when foreign investments in the U.S. may trigger mandatory pre-transaction notification requirements, and when voluntary notification may be advisable; the impact of the recent increased focus on security of sensitive personal data; why understanding U.S. export controls is now essential to the CFIUS analysis; the key steps and timelines for making a CFIUS filing; the consequences of not making a filing when required or recommended; and key recommendations for investment due diligence and planning.

$95.00Audio Tape Add to Cart

Challenging the SEC in Federal Court: Recent Developments in Case Law and Practice Notes (01/14/2021)

Program Number: 3103 Presenter: Jay A. Dubow, Esq., Mary Grace W. Metcalfe, Esq., Ghillaine A. Reid, Esq.

Challenging an ongoing investigation by the SEC is a daunting task, particularly for those identified as subjects of the investigation. Two recent holdings, one by the Third Circuit in Gentile v. Sec. & Exch. Comm’n, 2020 WL 5416297 (3d Cir. Sept. 10, 2020) and the other by the United States District Court for the District of New Jersey in Sec. & Exch. Comm’n v. Gentile, 16-cv-01619-BRM-JAD (Order Sept. 29, 2020), both of which involved the same parties, offer some clarification on when and how best to mount such a challenge. The Third Circuit’s opinion makes clear that the SEC’s ability to investigate is one of the “rare circumstances” in which an agency’s action is exempt from the waiver of sovereign immunity that might otherwise apply under the Administrative Procedure Act and, as a result, is not subject to judicial review. By contrast, the district court’s opinion reinforces that, once an investigation

$95.00Audio Tape Add to Cart

To Trade Secret or Not to Trade Secret- That is THE Question! (06/10/2020)

Program Number: 3094 Presenter: David Postolski, Esq.

Keeping something secret is hard! Especially when it comes to what gives your business a competitive advantage. If you can legally and commercially manage to do this, then you can achieve Federal Rights for the first time in US history since 2016. This presentation will explore best practices, steps and strategies in ensuring that what you have as a trade secret can achieve maximum protection. This presentation will also explore the opposite of a Trade Secret, the Patent and the interplay between these types of intellectual property so that your clients can make an informed decision!

$95.00Online Audio 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

Sovereign and Central Bank Digital Currency – Is Cash Still the King? (05/27/2020)

Program Number: 3079 Presenter: Joel Telpner, Esq., Mari Tomunen, Esq.

With the ease of using a mobile bank, one might forget that all current monetary systems are based on the fact that technically only physical bills and coins are legal tender. The need to build digital layers on top of this setup leads to inherent friction. Why is not money natively digital? After the rise of Bitcoin and other digital blockchain based assets, practically every central bank around the world is now exploring the potential risks and benefits of turning money digital. The attorneys in this program are helping countries to issue natively digital sovereign currencies. They discuss the reason and future of Central Bank Digital Currencies, different approaches that countries are taking, and the roadblocks that need to be overcome before this major shift in the theory and makeup of money can happen.

$95.00Online Audio Add to Cart

Demystifying Blockchain and Cryptocurrencies (05/07/2020)

Program Number: 3078 Presenter: David Kalat

In conventional usage, the term “hacking” generally refers to an unauthorized user gaining access to an electronic resource. Hackers use various means to steal, guess, calculate, or otherwise obtain credentials to access systems and data they are not allowed to access. When we talk about “hacking” a blockchain, however, this does not adequately or accurately describe what has happened and blinds us to understanding where the real risks lie in this new technology of distributed ledgers and crypto-assets. The high-profile, most destructive, and expensive “hacks” in blockchain environments actually represent *authorized* users misbehaving. In some cases, these are authorized users acting on their own behalf to exploit weaknesses in the system to their own gain at the expense of other users, in other cases these are authorized users who are misusing the trust placed in them by their customers. The key to protecting yourself against fraud in this new alien

$95.00Online Audio Add to Cart

Newest Developments in Delaware M&A Litigation (01/08/2020)

Program Number: 3034 Presenter: Evan P. Singer, Esq.

In this program, attendees will hear about recent trends and developments in M&A-related litigation in Delaware and other jurisdictions, such as the shift away from Delaware Chancery Court and into federal district court, fewer “disclosure only” settlements, and the increased use of Delaware Section 220 demands and post-closing breach of fiduciary duty claims. The program will be of use to attorneys who are called on to litigate M&A-related claims, as well as transactional attorneys who advise parties about the risks of litigation following the announcement of a significant transaction.

$95.00Online Audio Add to Cart

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