 |
CLE Committee Forum:
Roadmap to Power: How to Become the General Counsel
|
Program Materials
|
Presented by:
|
|
Ad Hoc Committee on Career Forums
|
|
Cochairs
|
|
Annie Clement and Lynn A. Howell
|
|
Lynn A. Howell, , St. Pete Beach, FL
|
|
M. Kim Vance, General Counsel, Tractor Supply Company, Brentwood, TN
Andrew C. Branham Counsel on Call, Memphis, TN
Mary Ann Hynes Consultant, The Mosaic Company, Lake Forest, IL
Greerson G. McMullen Executive Vice President, General Counsel and Secretary, Global Signal Inc., Sarasota, FL
Herman Morris Shareholder, Baker Donelson Bearman Caldwell & Berkowitz, PC, Memphis, TN
|
| Five years at a firm, two years in house? Is that the formula? What skills, political savvy, boardroom experience and knowledge are needed for general counsel position? Exactly, what do the chief legal officers of corporations do every day? The panel includes current and former general counsels, who will discuss the steps needed to put you on the map!
|
CLE PROGRAM:
Collateral Careers that Collide into Greatness: The Business Lawyer as an Entrepreneur
|
Program Materials
|
Presented by:
|
|
Ad Hoc Committee on Career Forums
|
|
Cochairs
|
|
Annie Clement & Lynn A. Howell
|
|
Lynn A. Howell, St. Pete Beach, FL
|
|
John Bailey, Executive Vice President and General Counsel, Cumberland Swan Holdings, Nashville, TN
Andrew C. Branham, Managing Director of Memphis Office, Counsel on Call, Memphis, TN
John G. Cacomanolis, Senior Counsel, Global Signal, Sarasota, FL
Tea Hoffmann, President, Legal Training Group, LLC, Nashville, TN
Laurence M. Papel, Shareholder, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Nashville, TN
|
| When does a "side interest/hobby" become a second job
that ultimately may be more profitable and possibly more
rewarding than your current practice setting? Do you have
the entrepreneurial spirit to expand your practice? Own a
business? Create new opportunities? The panel will discuss the
options and the possibilities!
|
CLE PROGRAM:
Antitrust For The Transaction Lawyer: From Negotiating of Merger Documents to Gun-Jumping: What the Transaction Lawyer Needs to Know
|
Program Materials
|
Presented by:
|
|
Antitrust Law
|
|
Aimee Imundo Antitrust Counsel, General Electric, Washington, D.C.,
Michael B. Miller Partner, Morrison & Foerster, LLP, New York, New York
Marimichael O. Skubel Partner, Kirkland & Ellis, LLP, Washington, DC,
|
| Experienced law firm and in-house antitrust attorneys will present a practical road map of antitrust issues on transactions. Panelists will discuss antitrust conditions and "hell or high water" clauses in transaction documents, due diligence issues, five things to know about Hart Scott Rodino filings, best practices for managing substantive issues and gun-jumping.
|
CLE PROGRAM:
Cooperation or Collusion? Managing Antitrust Risk in Joint Ventures
|
Program Materials
|
Presented by:
|
|
Antitrust Law
|
|
Paul T. Denis Partner, Dechert LLP, Washington, D.C.,
Alan L. Marx Partner, King & Ballow, Nashville, TN
Alicia J. Batts, Partner, Dickstein Shapiro Morin and Oshinsky, Washington DC
|
| How to structure and run a joint venture today in light of recent decisions and agency actions. |
Presented by:
|
|
Banking Law
|
|
Cochairs
|
|
Laura N. Pringle and Robert B. Serino
|
|
Dan Stipano Acting Chief Counsel, Office of the Comptroller of the Currency, Washington, D.C.,
|
Presented by:
|
|
Banking Law
|
|
Eugene M. Katz, Senior Vice President and Assistant General Counsel, Wachovia Corporation, Charlotte, NC
|
|
Theodore F. Claypoole Member, Womble Carlyle Sandridge & Rice, PLLC, Charlotte, NC
Steven J. Eisen Shareholder, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Nashville, TN
Catherine S. Wu, Associate, Reed Smith, Philadelphia, PA
Kevin P. Lavender Commissioner of Banking, State of Tennessee, Nashville, TN
Joseph A. Smith Commissioner of Banks, State of North Carolina, Raleigh, NC
Karen O. Solomon Director, Legislative and Regulatory Activities, Office of the Comptroller of the Currency, Washington, D.C.,
|
| The Forum will feature a panel of expert speakers who will report on recent significant developments in financial services regulation, including: a federal regulatory update, a review of bank intellectual property issues, a discussion of gift cards and other stored value products, and a presentation by state banking supervisors on dual banking system issues.
|
CLE PROGRAM:
The New Era of Enforcement & Compliance-Bank Secrecy Act, Anti-Money Laundering and More
|
Program Materials
|
Presented by:
|
|
Banking Law
|
|
Chair
|
|
Martin E. Lybecker and Ronald R. Glancz
|
|
Ronald R. Glancz, Partner, Venable, LLP, Washington, DC
|
|
Eugene M. Katz Senior Vice President & Assistant General Counsel, Wachovia Corporation, Charlotte, NC
Julius L. Loeser Senior Vice President and Deputy General Counsel, Comerica Bank, Detroit, MI
Mary Neil Price Partner, Miller & Martin, PLLC, Nashville, TN
Andrew L. Sandler Partner, Skadden Arps Slate Meagher & Flom, LLP, Washington, D.C.,
James E. Scott Senior Regulatory Counsel, CitiBank, New York, NY
Robert B. Serino Senior Advisor Financial Services, Watkins Consulting Inc., Washington, D.C.,
|
| A distinguished panel will discuss the new era of compliance and enforcement activities by the regulators and law enforcement agencies with criminal sanctions, higher fines, comprehensive cease and desist orders, and other remedial measures imposed through "voluntary cooperation" from the perspective of in-house counsel, outside counsel, and consultants. The specific topics include: * Bank Secrecy Act and Anti-Money Laundering Enforcement Actions by DOJ, FinCEN, and Bank Regulators, including the focus on Suspicious Activity Reporting ("SARs") * SEC Enforcement (Mutual Funds and Consumer Sales Practices) and Sarbanes-Oxley Act Compliance * Fair Lending and Consumer Protection by Federal and State Enforcement Agencies
|
Presented by:
|
|
Banking Law
|
|
Cochairs
|
|
Sarah A. Miller and Michael Watkins
|
|
Sarah A. Miller, Director of the Center for Securities, Trust and Investments, American Bankers Association, Washington, D.C.,
|
|
Martin E. Lybecker, Partner, Wilmer, Cutler, Pickering, Hale and Dorr, LLP, Washington DC
Linda Stamp Sundberg Attorney - Fellow, Securities & Exchange Commission, Washington, D.C.,
|
| The program will focus on Regulation B, scheduled to become effective March 31, 2005. In addition, the program will emphasize networking agreements and employee licensing.
|
CLE PROGRAM:
Bankruptcy Alternatives: Federal Receivership and State Law Remedies
|
Program Materials
|
Presented by:
|
|
Business Bankruptcy
|
|
Chair
|
|
Kay Standridge Kress
|
|
Nicholas D. Tally, Vice President, Wells Fargo Bank, N.A. Corporate Trust Division, Minneapolis, MN
|
|
Shelly Crocker, Esq. Partner, Crocker Kuno, LLC, Seattle, WA
William J. Hoffman President & CEO, Trigild, San Diego, CA
|
| The panel will discuss alternatives to bankruptcy which include, among other things, federal and state receivership actions.
|
Presented by:
|
|
Business Bankruptcy
|
|
Cochairs
|
|
Kay Standridge Kress and Sam Maizel
|
|
Toby M. Daluz Partner, Ballard, Spahr,Andrews & Ingersoll, LLP, Wilmington, DE
Jessica Gabel Clerk, US Court of Appeals for the Eleventh Circuit, Miami, FL
Professor Jack Williams Professor, Georgia State University College of Law, Atlanta, GE
|
| Splits in the Circuits on contracts and lease issues under Section 365: Where are they, do they matter and who got it right?
|
Presented by:
|
|
Business Bankruptcy
|
|
Chair
|
|
Michael St. Patrick Baxter
|
|
Michael St. Patrick Baxter, Covington & Burling, Washington, D.C.,
|
|
Josefina Fernandez McEvoy Squire Sanders & Dempsey, LLP, Los Angeles, CA
Professor George W. Kuney Professor of Law, University of Tennessee College of Law, Knoxville, TN
|
CLE PROGRAM:
Preference Actions: Abuse of the Bankruptcy Process or Proper Exercise of Fiduciary Duties?
|
Program Materials
|
Presented by:
|
|
Business Bankruptcy
|
|
Lisa Hill Fenning Partner, Dewey Ballantine, Los Angeles, CA
Barbara D. Holmes Partner, Harwell Howard Hyne Gabbert & Manner, PC, Nashville, TN
David R. Weinstein Weinstein Eisen & Weiss, LLP, Los Angeles, CA
|
| The program will cover the legal, ethical and practical issues involved in determining whether to pursue mass preference actions, particularly where the estate is administratively insolvent or the actions otherwise are unlikely to materially benefit unsecured creditors.
|
| Trustees/Examiners and Administration, U.S. Trustee, Jurisdiction & Venue and Courts Joint Meeting
|
Program Materials
|
Presented by:
|
|
Business Bankruptcy
|
|
Cochairs
|
|
David W. Allard and Robert H. Brownlee
|
|
Mark Deudall Alston & Bird, Atlanta, GA
J. Harrison Goldin Goldin & Associates, LLC, New York, NY
Sandra Mayerson Holland & Knight, New York, NY
John C. "Kit" Weitnauer Alston & Bird, Atlanta, GA
|
| Claims, Priorities, Claims Trading and Labor and Employment Joint Meeting |
Program Materials
|
Presented by:
|
|
Business Bankruptcy
|
|
Cochairs
|
|
Susan Brandt, Bruce Borrus, Karen Gebbia-Pinetti & Richard M. Meth
|
|
Ronald Sussman Kronish Lieb Weiner & Hellman, LLP New York, NY, New York, NY
|
CLE Committee Forum:
Recharacterization of Leases: United Airlines and Other Recent Decisions
|
Program Materials
|
Presented by:
|
|
Business Bankruptcy
|
|
Honorable C. Ray Mullins, Judge, U.S. Bankruptcy Court for the No. Dist. of Georgia, Atlanta, GA
|
|
Todd A. Gale Partner, Kirkland & Ellis LLP, Chicago, IL
William W. Kannel Member, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C., Boston, MA
Frances M. Toole, Trial Attorney, U.S. Department of Justice, Civil Division, Washington, DC
|
| This forum will address recent decisions involving recharacterization of leases, including the recent decision in the United Airlines bankruptcy case.
|
Presented by:
|
|
Business Bankruptcy
|
CLE PROGRAM:
Putting "Business" Into the Education of Business Lawyers
|
Program Materials
|
Presented by:
|
|
Business Law Education
|
|
Dean Dennis R. Honabach, Dean, Washburn University School of Law, Topeka, KS
|
|
Kelly Frey Of Counsel, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Nashville, TN
James J. Hanks, Jr. Partner, Venable LLP, Baltimore, MD
George Kuney Associate Professor of Law and Director of the Clayton Center for Entrepreneurial Law, University of Tennessee College of Law, Knoxville, TN
Tina L. Stark President, Sark Legal Education, Inc., New York, NY
Professor Randall Thomas John S. Beasley Professor of Law and Business, and Director, Law and Business Program, Vanderbilt University Law School, Nashville, TN
|
| Many new lawyers are ill-equipped to handle business matters, especially those that arise in transactional contexts. This panel of practicing lawyers and legal scholars will explore the problems and suggest ways that law schools and the bar can put business acumen and skills into the education of law students and new lawyers.
|
CLE PROGRAM:
Non-Federal Question Class Actions: Recent Developments and Strategies
|
Program Materials
|
Presented by:
|
|
Business and Corporate Litigation
|
|
Chair
|
|
Patrick T. Clendenen
|
|
Kevin M. McGinty, Member, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC, Boston, MA
|
|
Kathryn E. Barnett, Partner, Lieff, Cabraser, Heimann and Bernstein, LLP, Nashville, TN
Michael C. Flynn Senior Vice President and Senior Counsel, World Savings, Oakland, CA
Joseph Ianno, Jr. Shareholder, Carlton Fields, P.A., West Palm Beach, FL
Marsha Rabiteau Vice President and Assistant General Counsel, The Hartford Financial Services Group, Hartford, CT
|
| The program will discuss, among other things, the professional responsibility obligations of attorneys bringing and defending non-federal question class actions, including the requested definition of the class, the requested relief, including attorneys fees, and communications with class members. It will also deal with the professional responsibility obligations of both attorneys and judges in certifying and settling class actions, particularly as they relate to absent class members.
|
CLE PROGRAM:
Annual Review of Developments in Business and Corporate Litigation
|
Program Materials
|
Presented by:
|
|
Business and Corporate Litigation
|
|
Rick Lambert, Partner, Godwin Gruber, LLP, Dallas, TX
|
|
James DeLanis Shareholder, Baker, Donelson, Bearman, Caldwell & Berkowitz PC, Nashville, TN
Jay A. Dubow Partner, Wolf, Block, Schorr and Solis-Cohen, LLP, Philadelphia, PA
Tom Alleman, Shareholder, Winstead Sechrest and Minick, PC, Dallas, TX
Barbara Sicalides, Partner, Pepper Hamilton, LLP, Philadelphia, PA
Susan MacIntyre Associate, Winston & Strawn, LLP, Washington, D.C.,
Janet McFadden Associate, Drinker Biddle & Reath, LLP, Washington, D.C.,
Stephen D. Poss Partner, Goodwin Procter, LLP, Boston, MA
Lisa Rothman Jesner Associate, Jones Day, New York, NY
Kevin R. Shannon Partner, Potter Anderson & Corroon, LLP, Wilmington, DE
Honorable Myron T. Steele Judge, The Delaware Supreme Court, Dover, DE
|
| The authors of the highly acclaimed Annual Review of Developments in Business and Corporate Litigation bring to you in this session the highlights and up-to-date developments for various areas covered by the 2005 Edition of the book. The topics are broken down into three panel discussions titled: "Corporate Governance," Corporate Crisis," and "Corporate Solutions." Leading authorities, who specialize in the areas reviewed, will concisely summarize important developments and provide a valuable resource for your law practice when you are asked to consider issues that cross over areas of specialty or issues on which you may not be fully current.
|
Presented by:
|
|
Business and Corporate Litigation
|
|
Cochairs
|
|
Paul J. Masinter & Abigail Pessen
|
|
Abigail Pessen, Principal, Mediation Services, New York, NY
|
|
Professor John S. Baker, Jr. Professor, Paul M. Hebert Law Center, Louisiana State Univ., Baton Rouge, LA
Robert S. Brandt Attorney, Trauger, Ney & Tuke, Nashville, TN
John S. Hicks Attorney, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Nashville, TN
Kathleen M. Scanlon Special Counsel, Heller Ehrman White & McAuliffe, LLP, New York, NY
P. Jean Baker, Vice President, American Arbitration Association, Washington, DC
|
| The Committee Forum will discuss some of the current problems and provide examples of how to minimize their impact. It will also discuss arbitration "hot topics" such as class-wide arbitration , arbitration of employment claims and arbitration of consumer claims.
|
Presented by:
|
|
Commercial Financial Services
|
|
Gary W. Sawyers Law Offices of Gary W. Sawyers, Fresno, CA
T. Randall Wright Baird Holm McEachen Pedersen Hamann & Strasheim, Omaha, NE
|
| Lenders Beware: The FSA Wants (to Audit) You. |
CLE PROGRAM:
Zone of Insolvency: Lender Liability in the New Millennium
|
Program Materials
|
Presented by:
|
|
Commercial Financial Services
|
|
Chair
|
|
Gerald L. Blanchard
|
|
Gerald L. Blanchard, Powell Goldstein LLP, Atlanta, GA
|
|
Jesse Austin Partner, Paul Hastings Janofsky & Walker, Atlanta, GA
Honorable Mary Grace Diehl US Bankruptcy Judge, Northern District of Georgia, US Bankruptcy Judge, Northern District of Georgia, Atlanta, GA
James R. Kelley Member, Neal & Harwell, Nashville, TN
John C. Weitnauer Partner, Alston & Bird, Atlanta, GA
Robert Agler, The CIT Group, Inc., Chicago, IL
|
| The Program will provide an overview of recent lender liability cases with a focus on developing trends in larger bankruptcy cases. Particular attention will be spent on the application of traditional lender liability theories to today's more complex financial transactions and the development of new theories such as the tort of deepening insolvency.
|
CLE Committee Forum:
When Godzilla Meets Bambi: Securities Law Issues for Finance Lawyers
|
Program Materials
|
Presented by:
|
|
Commercial Financial Services
|
|
Lynn A. Soukup, Partner, Alston & Bird, LLP, Washington, DC,
|
|
Karl A. Groskaufmanis Partner, Fried, Frank, Harris, Shriver & Jacobson, LLP, Washington, DC,
Scott Holz Senior Counsel, Board of Governors of the Federal Reserve System, Washington, D.C.,
Mary Anne O'Connell, Member, Husch and Eppenberger, LLC, St. Louis, MO
|
| Federal securities laws affect the lender/borrower relationship and the lenders right to deal with its collateral (if the collateral is a security). Join us for a discussion of how securities law issues impact transaction planning, loan documentation, defaults and remedies, as well as intersections between the securities laws and UCC articles 8 and 9.
|
Presented by:
|
|
Commercial Financial Services
|
|
Cochairs
|
|
Steven O. Weise and Teresa Wilton Harmon
|
|
Steven O. Weise, Shareholder, Heller Ehrman White & McAuliffe, LLP, Los Angeles, CA
|
|
John E. Murdock, III, Member, Boult, Cummings, Conners and Berry, PLC, Nashville, TN
|
| Review of commercial law developments, including secured transactions, notes, investment property and sales.
|
Presented by:
|
|
Commercial Financial Services
|
|
John C. "Jack" Murray Vice President Special Counsel, First American Title Insurance Company, Chicago, IL
Margery N. Reed Partner, Duane Morris, LLP, Philadelphia, PA
|
| The program will focus on issues related to prepayment premiums both "inside" and "outside" the bankruptcy context. The program will include issues related to yield maintenance provisions, "exit fee" provisions, and defeasance provisions. The analysis will include recent cases, sample loan document provisions and title insurance implications.
|
Presented by:
|
|
Community Economic Development
|
|
Cochairs
|
|
Marni H. Wright and Russell Brien
|
|
George W. Loveland, II, Attorney, Kiesewetter Wise Kaplan Prather, PLC, Memphis, TN
|
|
Brian Gunn Associate, Gardner Carton & Douglas, Washington, D.C.,
Kimberly Lewis business Park Manager, Wild Horse Pass Development Authority, Chandler, AZ
Jonodev Osceola Chaudhuri Attorney, Snell & Wilmer, LLP, Phoenix, AZ
Bradley G. Bledsoe Downes, Of Counsel, Dorsey and Whitney, LLP, Irvine, CA
|
| This program is designed to provide business lawyers with a basic overview of the evolution of tribal gaming, economic development projects occurring on reservations and current developments in federal law and programs affecting economic development in Indian country.
|
CLE PROGRAM:
The Irresistible Attractions of State Courts: Tactics, Strategies, and Ethics of Forum Selection
|
Program Materials
|
Presented by:
|
|
Consumer Financial Services
|
|
Cochairs
|
|
Therese G. Franzen and Nina F. Simon
|
|
Therese G. Franzen, Partner, Franzen and Salzano, PC, Norcross, GA
Nina F. Simon, Senior Attorney, AARP Foundation Litigation, Washington, D.C.,
|
|
Irv Ackelsberg, Managing Attorney, Community Legal Services, Inc., Philadelphia, PA
Craig A. Varga Partner, Varga Berger Ledsky Hayes & Casey, PC, Chicago, IL
Daniel Hedges Managing Attorney, Mountain State Justice, Charleston, WV
Julia B. Strickland Partner, Stroock & Stroock & Lavan, LLP, Los Angeles, CA
|
| Is state court a more advantageous forum for consumer litigation? Can state-based theories of recovery be used to redress violations of federal law? What are the ethical considerations in abandoning a federal claim to preserve state court jurisdiction or in seeking removal or change of venue? These questions and more will be considered in an interactive panel discussion.
|
Presented by:
|
|
Consumer Financial Services
|
Presented by:
|
|
Consumer Financial Services
|
|
Chair
|
|
Eric J. Mogilnicki and Marjorie A. Corwin
|
|
Marjorie A. Corwin, Member, Gordon Feinblatt Rothman Hoffberger & Hollander, Baltimore, MD
Eric J. Mogilnicki, Associate, Wilmer Cutler Pickering Hale and Dorr, LLP, Washington, DC,
|
|
Andrea Gribble Supervisory Counsel and Chief, Financial Crimes Group, Federal Deposit Insurance Corporation, Washington, DC,
Mark M. Malovos Assistant Vice President, Senior Counsel, New Century Mortgage Corporation, Irvine, CA
Stuart B. Wolfe Partner, Wolfe & Wyman, LLP, Irvine, CA
John Coliano, Supervisory Special Agent, Federal Bureau of Investigation, Washington, DC
|
| Devious attempts to eliminate consumer debt through circulation of worthless drafts, filing of unintelligible complaints, and instigation of other deceptive arrangements are proliferating. These scams can result in costly losses for lenders who fail to respond appropriately and for consumers who pay substantial sums for assistance but are never helped. A panel discussion of these issues will shed light on these dark schemes.
|
CLE PROGRAM:
Frederick Fisher Memorial Program: Banking on the Unbanked--The Last Consumer Financial Services Frontier?
|
Program Materials
|
Presented by:
|
|
Consumer Financial Services
|
|
Lawrence A. Young, Partner, Hughes Watters & Askanase, LLP, Houston, TX
|
|
Joseph A. Smith, Jr. Commissioner of Banks, North Carolina Office of the Commissioner of Banks, Raleigh, NC
Barry R. Wides Deputy Comptroller, Community Affairs, Office of the Comptroller of the Currency, Washington, D.C.,
Kathleen E. Keest, Center for the Responsible Lending, Durham, NC
|
| Panel discussion will explore: Who is serving the unbanked with money transmitting, payroll cards, check cashing, prepaid debit cards, pawn and rent to own? Will banks and other financial service providers enter this market? Are fees paid by the unbanked reasonable or abusive? What changes are foreseen to the state and federal regulatory environment governing financial services to the unbanked?
|
CLE PROGRAM:
The Buzz About the Blend: Defining and Evaluating Blended Learning Options for Compliance Training
|
Program Materials
|
Presented by:
|
|
Corporate Compliance
|
|
Stephen M. Paskoff, President, Employment Learning Innovations, Inc., Atlanta, GA
|
|
Moanica Caston, Workplace Ethics Manager, Georgia Power Company, Atlanta, GA
|
| "Blended" compliance training solutions are often touted as the best way to consistently and efficiently reach large employee populations. In this interactive session, panelists will discuss how their companies define blended learning, the pros and cons of various development and delivery methods, and best practices for implementing effective training that reaches all levels, minimizes risk, and positively impacts the workplace.
|
CLE PROGRAM:
Drowning in Data? Electronic Document Retention as an Essential Component of an Overall Compliance Program
|
Program Materials
|
Presented by:
|
|
Corporate Compliance
|
|
David F. Axelrod, Partner, Vorys, Sater, Seymour and Pease, LLP, Columbus, OH
Jessica Cullen Smith, Associate, Hogan & Hartson, LLP, Los Angeles, CA
|
|
Ed Aro Partner, Hogan & Hartson, LLP, Denver, CO
Andrew Cohen Director, Senior Counsel, EMC Corporation, Hopkinton, MA
Sean R. Gallagher Partner, Hogan & Hartson, LLP, Denver, CO
William Young SVP, General Counsel and Chief Compliance & Risk Officer, BlueCross BlueShield of Tennessee, Chattanooga, TN
|
| As businesses have benefited from the convenience and speed of electronic documents and e-mails, many are only just beginning to appreciate and cope with the risks new technologies have brought in the door. Failing to effectively manage and retain electronic records can create big problems as companies struggle to meet their duty to preserve and produce electronically stored documents and e-mail in litigation. Some companies mistakenly believe that documents and e-mail disappear with the touch of the "delete" key. What many don't know is how easily e-mail replicates, and how easily "deleted" documents are retrieved. In this program, experts and law enforcement officials will explore the issues email and electronic documents present in discovery in order to help attorneys make good choices in designing a document strategy for their clients.
|
CLE Committee Forum:
Tackling the Publicity Nightmare: Effective Strategies for Managing Communication During Times of Crisis
|
Program Materials
|
Presented by:
|
|
Corporate Counsel
|
|
Judith C. Hoffman Principal, JCH Enterprises, Highland Mills, NY
|
| Join us for a quick "how-to" on facing corporate crisis and handling the potential publicity nightmare. The forum will assist you in understanding how to prepare for crisis, "good" crisis communication, and navigating journalists and the media.
|
CLE PROGRAM:
Hottest Topics Facing Corporate Counsel Today-Part III
|
Program Materials
|
Presented by:
|
|
Corporate Counsel
|
|
Leilani Boulware General Counsel, Vice President for Administration, Meharry Medical College, Nashville, TN
Richard Jones Senior Vice President and General Counsel, Federal Reserve Bank of Atlanta, Atlanta, GA
David Williams, III Vice Chancellor & General Counsel, Vanderbilt University, Nashville, TN
William E. Young Senior Vice President, General Counsel and Chief Compliance and Risk Officer, BlueCross BlueShield of Tennessee, Signal Mountain, TN
|
| Join experts from the field who will offer their in-depth perspectives on some of the hottest topics facing corporate counsel today, including Best Practices in Section 404 Compliance, the changing role of the General Counsel and the in-house lawyers perspective on dealing with the CEO and the Board, department management, communications issues, and other issues that challenge corporate counsel in the ever-changing modern world.
|
CLE PROGRAM:
Not Another Survey?!? A Fresh and Current Look at Ethics and the World of Corporate Compliance
|
Program Materials
|
Presented by:
|
|
Corporate Counsel
|
|
Cochairs
|
|
Michael R. Clarke and Steven A. Lauer
|
|
Steven A. Lauer, Director, Integrity Research, Integrity Interactive Corporation, Matthews, NC
|
|
Andrea Bonime-Blanc Senior Vice President and Chief Ethics Officer, Bertelsmann, Inc., New York, NY
Suprio Chaudhuri Vice President, Institutional Compliance, Charles Schwab & Co., Phoenix, AZ
Alan Greenwood General Counsel, Asia Pacific, Dow Corning, Midland, MI
Martha Ries Vice President, Ethics & Business Conduct, Boeing Corporation, Chicago, IL
William E. Young Vice President, General Counsel & Chief Compliance Officer, BCBS of Tennessee, Chattanooga, TN
Valerie Baldassano, Compliance Officer, Schering Plough Corporation, Kenilworth, NJ
|
| Isnt This Always What Was Required? If So, What Will The Government Think Has Changed? A Look At What The New Amendments To The Federal Sentencing Guidelines Means To Your Compliance And Ethics Program. This panel of in-house compliance and legal professionals will cover what the changes are, whether they differ from good practice under the old guidelines and how to demonstrate that you examined your program in light of the guidelines, that you already had them covered or how to tweak your program to meet them.
|
CLE Committee Forum:
A Survey of Developing International Corporate Governance Standards
|
Program Materials
|
Presented by:
|
|
Corporate Governance
|
|
Cochairs
|
|
John F. Olson and Carol Hansell
|
|
Holly J. Gregory, Partner, Weil, Gotshal & Manges, LLP, New York, NY
|
| There has been increasing convergence in the development of Corporate Governance standards for publicly traded companies in all of the worlds major securities markets. Two distinguished practitioners with broad experience in international corporate governance principles and practices will review these developments and lead an interactive discussion.
|
CLE PROGRAM:
Corporate Governance Ratings: No Public Company Left Behind?
|
Program Materials
|
Presented by:
|
|
Corporate Governance
|
|
Cochairs
|
|
Carol Hansell and Margaret A. Foran
|
|
Laurence Hazell Director, Governance Services, Standard & Poors, New York, NY
Patrick McGurn Executive Vice President and Special Counsel, Institutional Shareholders Services, Rockville, MD
Kenneth Bertsch, Senior Vice President and Director, Corporate Governance, Moody's Investors Services Inc., New York, NY
|
| Corporate Governance Ratings are scorings of a company's corporate governance practices by a third party. They are typically made public, often without the concurrence of the company. How and why are these ratings given? By whom? What impact can they have? As corporate counsel, what are the issues you need to deal with in advance of the release of a rating and after the rating has been made public? As outside counsel, what kind of advice should you be giving your clients. This panel includes leaders in the practice of Corporate Governance Ratings as well as corporate governance experts both from a leading public company and from outside counsel specializing in corporate governance.
|
CLE PROGRAM:
So Your CEO Wants a Raise - Developing Standards for Setting Executive Compensation
|
Program Materials
|
Presented by:
|
|
Corporate Governance
|
|
Cochairs
|
|
Amy L. Goodman and Mark A. Morton
|
|
John F. Grossbauer, Partner, Potter Anderson and Corroon, LLP, Wilmington, DE
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Donald P. Delves President, The Delves Group, Chicago, IL
Gary M. Brown, Shareholder, Baker Donelson Bearman Caldwell and Berkowitz, PC, Nashville, TN
Honorable Myron T. Steele Chief Justice of The Supreme Court of Delaware, The Supreme Court of Delaware, Dover, DE
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| After SOX and several notable court decisions (Disney and Integrated Health Services), the process used by the Board and Compensation Committee to establish Executive Compensation is more critical than ever. The panelists will consider the developing judicial standards, the mistakes to avoid when setting compensation and what the future holds.
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CLE PROGRAM:
Directors' Duty of Candor: Easy to Say, Sometimes Hard to Comply
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Program Materials
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Presented by:
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Corporate Laws
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Cochairs
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Justice Jack B. Jacobs and Stanley Keller
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Justice Jack B. Jacobs, Deleware Supreme Court, Wilmington, DE
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William H. Clark, Jr. Partner, Drinker Biddle & Reath, LLP, Philadelphia, PA
Professor Lawrence A. Hamermesh Professor, Widener University School of Law, Wilmington, DE
Laurie A. Smiley General Counsel, Cascade Investments, Kirkland, WA
Leigh Walton Partner, Bass, Berry & Sims, PLC, Nashville, TN
Herbert S. Wander Partner, Katten Muchin Zavis Rosenman, Chicago, IL
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| The program will discuss the Committees ongoing consideration of whether, and to what extent, the common law fiduciary duty of disclosure, or aspects thereof, should be codified in the Model Business Corporation Act.
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Presented by:
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Cyberspace Law
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Richard Hackett, Partner, Pierce Atwood, Portland, ME
Robert H. Ledig, Partner, Fried, Frank, Harris, Shriver & Jacobson, LLP, Washington, D.C.,
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Jeffrey Felser Vice President and Group Product Manager, PNC Bank, Pittsburgh, PA
Daniel G. Lonergan Counsel, Federal Reserve Board, Washington, D.C.,
Judith Rinearson Counsel, Katten Muchin Zavis Rosenman, New York, NY
Barry A. Abbott, Director, Howard, Rice, Nemerovski, Canady, Falk and Rabkin, San Francisco, CA
Sean J. O'Toole, Vice President and General Manager, Travelers Cheques and Prepaid Services Group, American Express
|
| The program will address the legal, regulatory, and strategic considerations associated with the development, structuring, implementation, operation and termination of two popular types of prepaid card programs - payroll cards, and open system gift cards. The program will highlight the range of issues that face banks, non-banks and other card issuance participants in designing the products.
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CLE PROGRAM:
Strategies For Modifying Electronic Agreements and Policies
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Program Materials
|
Presented by:
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Cyberspace Law
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|
Cochairs
|
|
Kathleen M. Porter and Christina L. Kunz
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|
Jason I. Epstein, Shareholder, Baker, Donelson, Bearman, Caldwell and Berkowitz, PC, Nashville, TN
Kristie Prinz Partner, The Prinz Law Office, Los Gatos, CA
Andrew B. Serwin Senior Counsel, Foley and Lardner, San Diego, CA
|
| This program will offer helpful and practical strategies for modifying electronic standard-form agreements, such as click-through and browse-wrap agreements. The panelists will discuss key issues involved in modifying terms of use and other electronic agreements. This program builds on the Working Group's previous programs and Business Lawyer articles on click-through and browse-wrap agreements (express and implied assent to online and CD-ROM-based terms).
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CLE PROGRAM:
Spam-Fighting Technologies and Their Legal Implications
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Program Materials
|
Presented by:
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Cyberspace Law
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|
Chair
|
|
L. Elizabeth Bowles
|
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Michael F. Fleming Attorney, Larkin Hoffman Daly & Lindgren Ltd., Minneapolis, MN
Henry L. Judy Of Counsel, Kirkpatrick & Lockhart Nicholson Graham, LLP, Washington, D.C.,
John R. Levine Principal, Taughannock Networks, Trumansburg, NY
Colleen B. Robbins Staff Attorney, Federal Trade Commission, Marketing Practices, Washington, D.C.,
Michael Spooner Senior Market Analyst, Vircom, Montreal, Quebec, Canada
|
| SPAM and :malware" continue to plague the Internet. To stem the flood, many are turning to automated technology. However, in blocking the bad, these potent technologies may also unintentionally block, destroy or delay crucial legitimate communications. This program examines current anti-spam technologies and the potential legal implications and pitfalls.
|
CLE PROGRAM:
The SEC Tackles Securitization: The New ABS Rules & the Offering Reform Proposal
|
Program Materials
|
Presented by:
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|
Developments in Business Financing
|
|
Cochairs
|
|
Martin Fingerhut
|
|
Martin Fingerhut, Partner, Blake, Cassels & Graydon, LLP, Toronto, ON, Canada
|
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Paula Dubberly Associate Director of the Division of Corporation Finance, Securities & Exchange Commission, Washington, D.C.,
Diane Citron, Partner, Mayer, Brown, Rowe and Maw, LLP, New York, NY
Stephen Kudenholdt Partner, Thacher Proffitt & Wood, LLP, New York, NY
Renwick Martin Partner, Sidley Austin Brown & Wood, LLP, New York, NY
Amy McDaniel Williams Partner, Hunton & Williams, LLP, Richmond, VA
|
| Join us as we discuss (i) the SECs final Rule that for the first time comprehensively addresses registration, disclosure and reporting requirements for asset-backed securities under the 33 and 34 Acts and (ii) the potential impact on ABS of the SECs recent proposal to significantly modify the registration, communication and offering processes under the 33 Act. We will hear how the SEC views these Rules as industry experts ask the SEC practical questions about the Rules and how they will be implemented.
|
CLE PROGRAM:
23rd Annual Review of Developments in Business Financing
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Program Materials
|
Presented by:
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|
Developments in Business Financing
|
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Denis T. Rice, Director, Howard, Rice, Nemerovski, Canady, Falk & Rabkin PC, San Francisco, CA
|
|
Edward Fleischman Senior Counsel, Linklaters & Alliance, New York, NY
Michael D. Halloran Partner, Pillsbury Winthrop, San Francisco, CA
Evangeline Wyche Tross, Vice President and Assistant Chief Counsel, C.I.T. Group, Inc., Specialty/Finance Group, Livingston, NJ
|
| A review of the last years latest techniques and products in equity, debt, securitization, venture capital and hybrid financing. Includes e-financing, e-securities (including Google), other online products, new corporate combination techniques, new retirement vehicles and the effects of recent legislation and SEC and accounting rules.
|
Presented by:
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|
Dispute Resolution
|
|
M. Scott Donahey, Partner, Tomlinson Zisko, LLP, Palo Alto, CA
|
|
Eugene M. Gelernter Partner, Patterson, Belknap, Webb & Tyler, LLP, New York, NY
Eric I. Harris Assistant General Counsel, Johnson & Johnson, New Brunswick, NJ
Gaynell Methvin Private Arbitrator and Mediator, , Dallas, TX
Richard D. Rochford Partner, Nixon Peabody, LLP, Rochester, NY
J. Michael Jakes, Finnegan, Henderson, Farabow, Garrett and Dunner, LLP, Washington, DC
|
| A panel of in-house counsel, outside counsel, and arbitrators experienced in patent arbitration share their views and experiences on drafting effective arbitration agreements, selecting arbitrators, "dos and donts," and pitfalls to be avoided in arbitrating patent disputes.
|
CLE PROGRAM:
Successful Strategies for Implementing Part-Time and Other Alternative Work Schedules
|
Program Materials
|
|
Cochairs
|
|
Anne Dewey-Balzhiser and Vicki Tucker
|
|
Anne Dewey-Balzhiser, President, Women Lead, LLC, Falls Church, VA
|
|
Frances Gauthier Attorney, Klett Rooney Lieber & Schorling, Wilmington, DE
Jeanne Runne Diector ans Deputy General Counsel, Fannie Mae, Philadelphia, PA
Keith B. Simmons Managing Partner, Bass, Berry & Sims, PLC, Nashville, TN
Professor Joan Williams Professor of Law and Director, Program on WorkLife Law, Washington College of Law, American University, Washington, D.C.,
|
| Can part-time legal careers really work, both for the attorney and the employer? Hear form Professor Joan Williams, author of "Solving the Part-Time Puzzle - the Law Firms Guide to Balanced Hours" on the "business case" for alternative schedules. Then hear the moderator and other practitioners discuss how alternative schedules have worked for them.
|
CLE Committee Forum:
Meet the Managing Partner, the Hiring Partner and the General Counsel
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Program Materials
|
|
Cochairs
|
|
Jacqueline Lewis Parker and Timothy M. Lupinacci
|
|
Timothy M. Lupinacci, Attorney, Maynard, Cooper & Gale, P.C., Birmingham, AL
|
|
Shirley A. Padmore Attorney, Husch & Eppenberger, LLC, St. Louis, MO
Laurence M. Papel Attorney, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Nashville, TN
Karl J. Ege, General Counsel, Russell Investment Group, Tacoma, WA
|
| A Managing Partner, a Hiring Partner and a General Counsel will share their recommended career planning strategies and insights for 2005 and beyond. What practical things do you need to know about being successful in your law firm or corporate career? What career limiting moves do you need to avoid? Whether you just took the bar and are starting your career, wondering how to stay on the right track or thinking about making a move to work in a law firm or corporate environment, this forum is for you.
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CLE PROGRAM:
SURVIVOR: How to Outwit, Outlast and Outplay in the Legal World
|
Program Materials
|
|
Cochairs
|
|
Jacqueline Lewis Parker, Sharon Zemel Weiss & Timothy M. Lupinacci
|
|
Vicki O. Tucker, Counsel, Hunton and Williams, LLP, Richmond, VA
|
|
Deborah Schwager Froling Attorney, Hirschler Fleischer, Richmond, VA
Jim Vines United States Attorney, U.S. Attorneys Office, Nashville, TN
|
| Ready to Graduate from Law School? What you need to know about getting a job.Got a Job? What you need to know about firm/office life. Not Satisfied with your Job? What you need to know about moving on. Experienced practitioners from a range of practice settings will discuss these issues and provide practical insights and tips.
|
CLE PROGRAM:
Executive Compensation: Ten New Developments You Need to Learn
|
Program Materials
|
Presented by:
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|
Employee Benefits and Executive Compensation
|
|
Carol Weiser, Partner, Sutherland Asbill & Brennan, LLP, Washington, D.C.,
|
|
John R. Cornell Partner, Jones Day, New York, NY
Mark Manner, Partner, Harwell, Howard, Hyne, Gabbert and Manner, Nashville, TN
Alan Nadel Alan Nadel & Co., New York, NY
Anne G. Plimpton Partner, McDermott Will & Emery, LLP, Boston, MA
Charmaine Slack Associate, Jones Day, New York, NY
|
| This Program will examine the latest developments affecting Executive Compensation, including golden parachute rules, deferred compensation changes, option expensing rules, new standards for compensation committees, new securities reporting requirements and much more. This session will preview the Committee's forthcoming article entitled "Executive Compensation: A 2005 Road Map".
|
Presented by:
|
|
Employee Benefits and Executive Compensation
|
|
Martha Steinman, Partner, LeBoeuf, Lamb, Greene, & MacRae, LLP, New York, NY
|
|
Mary Ann Jorgenson Partner, Squire, Saunders & Dempsey, LLP, Cleveland, OH
Daniel J. Ryterband Managing Director, Frederic W. Cook & Co., Inc., New York, NY
|
| This Committee Forum will cover the latest trends in compensating directors, the legal considerations that apply after Sarbanes-Oxley and the business law standards upon which such compensation might be judged.
|
CLE PROGRAM:
Deferred Compensation: Playing in a Whole New Ballgame
|
Program Materials
|
Presented by:
|
|
Employee Benefits and Executive Compensation
|
|
Paul Wessel, Partner, Dewey Ballantine, New York, NY
|
|
John Cornell Partner, Jones Day, New York, NY
Daniel Hogans Attorney-Advisor, Office of Tax Policy, U.S. Dept. of Treasury, , Washington, DC,
Pamela Baker, Partner, Sonnenschein Nath and Rosenthal, Chicago, IL
|
| This Program will review the massive shift in the design and tax effects of deferred compensation arrangements, supplemental executive retirement plans, restricted stock units, stock appreciation units, some types of severance pay and other deferred compensation arrangements required in 2005 by the Americans Jobs Creation Act.
|
CLE PROGRAM:
Making the World Safe for Banks and Commercial Real Estate Developers
|
Program Materials
|
Presented by:
|
|
Environmental, Energy and Natural Resources Law
|
|
Chair
|
|
Lawrence P. Schnapf
|
|
Lawrence P. Schnapf, Special Counsel, Schulte Roth & Zabel, New York, NY
|
|
Laurence S. Kirsch Partner, Goodwin Proctor, Washington, D.C.,
Stephen Noble Account Manager, Zurich, New York, NY
Patricia Overmeyer US EPA, Office of Brownfields Cleanup & Redevel., Washington, D.C.,
William L. Penny Partner, Wyatt, Tarrant & Combs, LLP, Nashville, TN
Ronald R. Janke, Partner, Jone Day, Cleveland, OH
|
| The 2002 Brownfield Amendments created new defenses to CERCLA and required EPA to establish statutory criteria for performing due diligence to help property owners maintain these defenses. This program will review the EPA "All Appropriate Inquiry" ("AAI") rule that established new due diligence standards, describe how the AAI rule may change the way we will perform due diligence in the future and compare the new rule to other existing due diligence standards (e.g., ASTM, HUD, Fannie Mae, SBA). The program will also discuss how the type and size of a loan (traditional mortgage, securitization, participant) may impact the kind of environmental due diligence that is performed and how different types of lenders may want to shape the scope of their due diligence to meet the needs of a particular market. The program will describe how to tailor due diligence for the particular needs of a transaction depending on business risks, timing, and number of properties involved.
|
CLE Committee Forum:
Annual Review of Hot Topics in Environment and Energy Law for Business Lawyers
|
Program Materials
|
Presented by:
|
|
Environmental, Energy and Natural Resources Law
|
|
Stephen J. Humes, Partner, McCarter & English, LLP, Hartford, CT
|
|
Carol Iancu Assistant Attorney General, Environmental Protection Division, Massachusetts Office of the Attorney General, Boston, MA
April A. Ingram Attorney, Boult Cummings Conners & Berry, PLC, Nashville, TN
Robert M. Steele Shareholder, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, Nashville, TN
William A. Anderson, II, Partner, Winston and Strawn, Washington, DC
|
| This annual review of current developments in environmental law for business lawyers will include presentations on whether the United States Environmental Protection Agency should regulate carbon dioxide emissions as a pollutant under the Clean Air Act, including a timely discussion on climate change and sustainability disclosure issues; the impact of the U.S. Supreme Courts decision in Cooper Ind. v. Aviall on voluntary site remediation and the use of institutional controls to facilitate Brownfield Site Redevelopment.
|
CLE PROGRAM:
Closing the Gap--Convergence of International Standards: A Critical Review of the EU Prospectus Directive and International Financial Reporting Standards
|
Program Materials
|
Presented by:
|
|
Federal Regulation of Securities
|
|
Cochairs
|
|
Jeffrey W. Rubin and Barbara A. Jones
|
|
Dorothee Fischer-Appelt, Attorney, Allen & Overy, London, England
Barbara A. Jones, Partner, Wilmer Cutler Pickering Hale and Dorr, LLP, Boston, MA
|
|
D.J. Gannon Head, IFRS Center of Excellence for the Americas; Chair AICPA International Practices Task Force, Deloitte & Touche, LLP, Washington, D.C.,
Michael Duignan, Primary Markets Policy Manager, The Financial Services Authority, London, England
Mauri L. Osheroff Associate Director for Regulatory Policy, Division of Corporation Finance, Securities & Exchange Commission, Washington, D.C.,
David B. Rockwell Partner, Sullivan & Cromwell, London, England
|
| Significant Initiatives are being undertaken by securities regulators outside of the United States as well as by the SEC and the AICPA to coordinate disclosure requirements and accounting standards across markets. Panelists will critically assess the extent to which convergence of standards is occurring and where significant gaps still remain.
|
Presented by:
|
|
Federal Regulation of Securities
|
|
Catherine T. Dixon Partner, Weil, Gotshal & Manges, LLP, Washington, DC,
Matthew D. Leavitt Vice President & Associate General Counsel - Investment Banking Division Legal, Goldman Sachs & Co., New York, NY
Michael R. McAlevey Chief Corporate & Securities Counsel, General Electric Company, Fairfield, CT
Professor Larry D. Soderquist Professor of Law & Director, Corporate and Securities Law Institute, Vanderbilt University Law School, Nashville, TN
Alan L. Beller, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC
|
| The SECs major Securities Act rule proposals will change the way registered offerings for large seasoned companies are conducted and could change communications practices for offerings by all companies. The panel will explore possible changes for different types of offerings, as well as liability implications for issuers and underwriters.
|
CLE Committee Forum:
Gaming Issues (Regional Update and Internet Implications)
|
Program Materials
|
|
Sean M. McGuinness, Shareholder, Beckley Singleton, Chtd., Las Vegas, NV
|
|
Ben Hayes Shareholder, Carlton Fields, St. Petersburg, FL
Scott Andress, Shareholder, Balch and Bingham, LLP, Jackson, MS
|
| Discussion on gaming developments in the Southeastern United States, as well as a discussion on the implications of internet wagering on the gaming industry as a whole.
|
Presented by:
|
|
Intellectual Property
|
|
Patrick J. Whalen, Partner, Spencer Fane Britt & Browne, LLP, Kansas City, MO
|
|
Valerie Johnson Of Counsel, Baker Donelson, Memphis, TN
Rob Moody Director, Forensic Accounting & Investigative Services, Grant Thornton, Miami, FL
|
| As organizations embrace the cost-savings offered by new technologies and outsourcing, these trends also pose unprecedented risks to an organization's trade secrets. The Intellectual Property Committee's Update Program will look at these threats and solutions to the risks posed by both emerging technologies and outsourcing. The Program will also discuss significant recent court decisions affecting trade secret jurisprudence.
|
CLE PROGRAM:
IP Reps and Warranties Gone Wrong: Avoid Potholes in the Business Transaction
|
Program Materials
|
Presented by:
|
|
Intellectual Property
|
|
David Pamenter, Partner, Gowling Lafleur Henderson, LLP, Toronto, Ontario, Canada
|
|
Andrew Foster Halaby Partner, Snell & Wilmer, LLP, Phoenix, AZ
Richard Keck Partner, Troutman Sanders, LLP, Atlanta, GA
David Flint, Partner, Technology, Media, and Communications Group, MacRoberts Solicitors, Glasgow, Scotland
|
| This panel of experienced business lawyers, with strong IP backgrounds, will analyze typical IP Reps and Warranties in a share, asset or loan deal. Our goal is to help practitioners advise their clients what they really need or can realistically give. The discussion will focus on model documents promulgated by ABA committees.
|
CLE Committee Forum:
EU Commission Corporate Law /Corporate Governance Reform Initiatives
|
Program Materials
|
Presented by:
|
|
International Business Law
|
|
Reid Feldman, Partner, LeBoeuf Lamb Greene & MacRae, Paris, France
|
|
Pierre Delsaux, Head of Unit - EU Company Law and Corporate Governance, European Commission, Brussels, Belgium
|
| This forum will review current EU initiatives, how such proposals will affect American companies doing business in Europe, the underlying policy choices being made and possible ABA comments on these initiatives. The key EU official responsible for corporate law/corporate governance legislation, Pierre Delsaux, will participate by teleconference.
|
Presented by:
|
|
Legal Opinions
|
|
Arthur Field , ,
Donald Glazer , ,
John Power , ,
Steve Weise , ,
|
CLE PROGRAM:
The Well Adjusted M&A Deal: Post-Closing Purchase Price Adjustments
|
Program Materials
|
Presented by:
|
|
Negotiated Acquisitions
|
|
Murray J. Perelman, Partner, Goodman and Carr, LLP, Toronto, Ontario, Canada
|
|
Kevin D. Kreb Partner, PricewaterhouseCoopers, LLP, Chicago, IL
William B. Payne Partner, Dorsey & Whitney, LLP, Minneapolis, MN
Leigh Walton Member, Bass Berry & Sims, PLC, Nashville, TN
Dennis J. White Partner, McDermott Will & Emery, LLP, Boston, MA
Garrett A. DeVries, Partner, Haynes and Boone, LLP, Dallas, TX
|
| Business acquisition agreements often contain price adjustment mechanisms or "true ups", typically to reflect changes in the target business occurring between the time the price was first negotiated and closing. This program will cover when and how true ups are used, different types of true ups, significant accounting and drafting issues, where and how disputes arise and how they get resolved, and will include a mock negotiation of the terms of a sample true up provision.
|
CLE PROGRAM:
A Primer on the Use of Special Committees in an M & A Setting
|
Program Materials
|
Presented by:
|
|
Negotiated Acquisitions
|
|
Cochairs
|
|
Mark A. Morton and Vincent F. Garrity, Jr.
|
|
Eileen Nugent Partner, Skadden Arps Slate Meagher & Flom, LLP, New York, NY
Swep T. Davis Managing Director, Investment Banking, Raymond James & Associates, Inc., Princeton, NJ
Honorable Myron T. Steele Chief Justice of The Supreme Court of Delaware, The Supreme Court of Delaware, Dover, DE
Frederick H. Alexander, Partner, Morris Nichola Arsht and Tunnell, Wilmington, DE
|
| The use of a special committee to negotiate an M&A transaction creates a host of novel issues and opportunities. The panelists will discuss, among other things, the pros and cons of utilizing a special committee, the manner in which conflict and independence issues should be analyzed, and how to ensure that a special committee builds the best record.
|
CLE Committee Forum:
Who Invited You? Third Party Beneficiary Issues in M&A Transactions
|
Program Materials
|
Presented by:
|
|
Negotiated Acquisitions
|
|
Chair
|
|
Jon T. Hirschoff and Scott T. Whittaker
|
|
Jon T. Hirschoff, Partner, Finn, Dixon & Herling, LLP, Stamford, CT
Scott T. Whittaker, Member, Stone Pigman Walther Wittmann, LLC, New Orleans, LA
|
|
Martha M. Anderson, Partner, Nixon Peabody, LLP, Buffalo, NY
Neal H. Brockmeyer Member, Heller Ehrman White & McAuliffe, LLP, Los Angeles, CA
|
| A federal district court in New York allowed shareholders of Enron to sue as third party beneficiaries of a merger agreement between Enron and Dynegy. A California appellate court allowed employees of a target to sue the acquiror as third party beneficiaries. A panel of M&A practitioners will discuss who may be third party beneficiaries, how acquisition agreements give rise to these claims, what can be gleaned from recent decisions and drafting techniques for avoiding claims.
|
CLE PROGRAM:
From the Little League to the Country Club: New Liability Challenges in Nonprofit Sports Organizations and Private Clubs
|
Program Materials
|
Presented by:
|
|
Nonprofit Corporations
|
|
Alan S. Goldberger, Esquire, Goldberger & Goldberger, Clifton, NJ
|
|
Andrew Fortin Vice President of Legal and Government Relations, National Club Association, Washington, D.C.,
Lowell T. Gratigny Sr. Vice President, Litigation Management, American Specialty Insurance Services, Inc., Roanoke, IN
Fred Somers, Jr. Esquire, Somers Law Firm, Atlanta, GA
Betty van der Smissen, Professor, University of Northern Iowa, Cedar Falls, IA
|
| For sports organizations and social clubs, the liability landscape is changing! Courts are increasingly involved in such diverse issues as tort claims, governance, inclusion, privacy, conduct codes, legislative immunity, records retention, auditing and financial management. A panel of experienced attorneys will bring you up to date on the issues to watch.
|
CLE Committee Forum:
The New Rules for Applying for 501 (c)(3) Status: How to Work with the IRS's New Form 1023
|
Program Materials
|
Presented by:
|
|
Nonprofit Corporations
|
|
Chair
|
|
Jeannie Carmedelle Frey
|
|
Lisa A. Runquist Runquist & Zybach, LLP, North Hollywood, CA
|
| Learn the new standards for applying for federal tax-exemption! This information-packed Program will guide participants through the IRSs new Form 1023, used to apply for 501(c)(3) status. Key topics include how to address specific items in the Form, such as executive compensation, conflicts of interest, and membership benefits.
|
CLE PROGRAM:
Sarbanes-Oxley: Are Public Company "Best Practices" Altering the Standards for Not-For-Profit Directors?
|
Program Materials
|
Presented by:
|
|
Nonprofit Corporations
|
|
Chair
|
|
Jeannie Carmedelle Frey, Senior Vice President, Legal Affairs and General Counsel, Resurrection Health Care, Chicago, IL
|
|
Paul D. Gilbert, Member, Healthcare M&A, Waller Lansden Dortch & Davis, PLLC, Nashville, TN
|
|
John F. Olson, Partner, Givson, Dunn & Crutcher, LLP, Washington DC
Matthew D. Jenkins Partner, Hunton & Williams, LLP, Richmond, VA
|
| Recognized public company and not-for-profit governance experts will discuss, and perhaps debate, whether the "best practices" developed in response to Sarbanes-Oxley are altering standards that must be met by not-for-profit directors. Whether these practices should alter the standards required of not-for-profit directors will also be considered.
|
CLE Committee Forum:
Distinguishing Between Direct and Derivative Claims in a Closely Held LLC: How to Do It and Why It Matters
|
Program Materials
|
Presented by:
|
|
Partnerships & Unincorporated Business Organizations
|
|
Scott E. Ludwig, Partner, Bradley Arant Rose & White, LLP, Huntsville, AL
|
|
Daniel S. Kleinberger, Professor of Law, William Mitchell College of Law, St. Paul, MN
|
| Presentation of issues regarding the allowance or disallowance of direct litigation or derivative litigation vis á vis the members and the limited liability company, and vis á vis the members, the managers, and the limited liability company.
|
CLE PROGRAM:
Now that the SEC has Tackled Securitization, How Do we Tackle the New Rules?
|
Program Materials
|
Presented by:
|
|
Partnerships & Unincorporated Business Organizations
|
|
Cochairs
|
|
Ellisa Opstbaum Habbart and Amy McDaniel Williams
|
|
Amy McDaniel Williams, Partner, Hunton & Williams, Richmond, VA
|
|
Karsten P. Giesecke Partner, Cadwalader, Wickersham & Taft, LLP, New York, NY
Kenneth Kohler Partner, Mayer, Brown, Rowe & Maw, LLP, Los Angeles, CA
Stephen C. Macy Vice President, Senior Credit Officer, Moody's Investor Services, New York, NY
Anthony R. G. Nolan Partner, Goodwin Procter, LLP, New York, NY
Robert A. Villani Partner, Thacher, Proffitt & Wood, LLP, New York, NY
Susan Curtis, Partner, Skadden, Arps, Slate, Meagher and Flom, LLP, New York, NY
|
| Join us as industry experts debate how best to implement the new Rules governing Securitization. The discussion will include a contract negotiation and a detailed "how to" on disclosure requirements. Both the SECs Final Rules governing ABS and the Proposed Offering Reform will be discussed. Reception following.
|
CLE PROGRAM:
LLC Potpourri: Pitfalls and Problems Encountered in Limited Liability Company Operating Agreements and Statutes
|
Program Materials
|
Presented by:
|
|
Partnerships & Unincorporated Business Organizations
|
|
Cochairs
|
|
J. Nelson Irvine and Scott E. Ludwig
|
|
J. Nelson Irvine, Shareholder, Chambliss, Bahner and Stophel, PC, Chattanooga, TN
|
|
Professor Joan MacLeod Heminway Associate Professor of Law, The University of Tennessee College of Law, Knoxville, TN
Thomas E. Rutledge Member, Ogden Newell & Welch, PLLC, Louisville, KY
Richard R. Spore, III Attorney, Bass, Berry & Sims, PLC, Memphis, TN
|
| The program will present the advantages and disadvantages of mergers and conversions of limited liability companies, pitfalls in the various states limited liability company statutory provisions and, pitfalls in limited liability company operating agreements.
|
CLE PROGRAM:
In-House Counsels' Participation in Pro Bono and Model Rule 6.1 of Professional Conduct
|
Program Materials
|
|
Cochairs
|
|
S. Kendall Butterworth, Jennifer A. Rymell and Dale M. Weppner
|
|
S. Kendall Butterworth, Senior Litigation Counsel, BellSouth Corporation, Atlanta, GA
|
|
Lucy Helm Vice President and Assistant General Counsel, Litigation & Employment, Starbucks Coffee Company, Seattle, WA
Richard S. Hobish Executive Director, Pro Bono Partnership, White Plains, NY
Ann Jarvis Pruitt Senior Managing Counsel, Dell Inc., Nashville, TN
Peggy O. Montgomery Counsel, Exxon Mobil Corporation, Houston, TX
|
| This program will focus on ethical obligations by examining how in-house counsel and outside counsel can partner to satisfy Model Rule 6.1 of Professional Conducts goal of lawyers performing 50 hours of pro bono legal services each year.
|
CLE PROGRAM:
Avoiding Conflicts in Business Law Practice: Seven Deadly Sins
|
Program Materials
|
Presented by:
|
|
Professional Conduct
|
|
Cochairs
|
|
M. Peter Moser and Lucian T. Pera
|
|
Douglas R. Richmond, Senior Vice President, Aon Risk Services - Professional Services Group, Chicago, IL
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Professor Thomas D. Morgan Oppenheim Professor of Antitrust and Regulation Law, George Washington University Law School, Washington, D.C.,
Susan P. Shapiro Senior Research Fellow, American Bar Foundation, Chicago, IL
Ann Yvonne Walker Partner, Wilson, Sonsini, Goodrich & Rosati, Palo Alto, CA
Robins H. Ledyard, Bass Berry and Sims, PLC, Nashville, TN
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| Subjects included are: Information Base needed to identify conflicts of interest; how to avoid current conflicts and minimize risk of future conflicts through screening, advance waivers and the like; and what to do when conflicts arise after representation of clients starts.
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CLE PROGRAM:
Guidelines for Operating Minority and Women Owned Businesses--When, Why and How to Become a MBE or WBE
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Program Materials
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Presented by:
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Small Business
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Jacqueline Merritt Economic Development Specialist, U.S. Small Business Administration, Nashville, TN
Lawrence M. Smith DBE Program Manager, State of Delaware Department of Transportation, Dover, DE
Michael P. Williams Deputy Finance Director, Director - Minority Business Enterprise Council, Philadelphia Minority Business Enterprise Council, Philadelphia, PA
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| Representatives from the US Small Business Administration Office, the Delaware Department of Transportation and the City of Philadelphias Minority Business Enterprise Council will discuss the different certification programs offered through their offices. The panelists will discuss the application process, the requirements for qualification and the benefits of certification.
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Presented by:
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Small Business
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| This workshop will provide an interactive forum concerned with the effect of the Working Families Tax Relief Act of 2004 on the legal entities commonly used by business lawyers. We will identify the obvious effects, and discuss some of the subtler issues.
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CLE PROGRAM:
Whats All the Uproar About 404? Do Lawyers Have a Role?
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Program Materials
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Presented by:
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Small Business
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Greg Yadley Partner, Shumaker, Loop & Kendrick, LLP, Tampa, FL
Larry Goldman Partner, Gibbons, Del Deo, Dolan, Griffinger & Vecchione, Newark, NJ
Keith Wilson Associate Chief Auditor, Public CompanyAccounting Oversight Board, Washington, D.C.,
Mike Umscheid, Managing Partner, Harbinger, PLC, Norfolk, VA
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| Special concerns of small to mid-cap companies in complying with the SECs rules on internal controls and in understanding the PCAOBs auditing standard on internal control. What is the lawyers role in advising clients on internal control issues? What is the auditors role in the audit of internal control of smaller companies?
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Presented by:
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State Regulation of Securities
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CLE Committee Forum:
Current Developments in the Federal and State Tax Law Affecting Businesses
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Program Materials
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Cochairs
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Warren P. Kean and Bruce P. Ely
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Bruce P. Ely, Partner, Bradley Arant Rose & White, LLP, Birmingham, AL
Warren P. Kean, Partner, Kennedy Covington Lobdell & Hickman, LLP, Charlotte, NC
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Bryan W. Metcalf Partner, Bass, Berry & Sims, PLC, Nashville, TN
G. Michael Yopp Partner, Waller Lansden Dortch & Davis, PLC, Nashville, TN
Rebecka L. Eggers, Associate, Blumenfeld, Kaplan and Sanweiss, PC, St. Louis, MO
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| This Committee Forum will encourage discussion among the panelists and audience about how recent changes in the federal and state tax laws are affecting their business practices.
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CLE PROGRAM:
Federal and State Tax Issues Routinely Confronted by Business Lawyers - Part 2: Operations, Distributions, Divisions and Liquidations
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Program Materials
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Warren P. Kean, Partner, Kennedy Covington Lobdell & Hickman, LLP, Charlotte, NC
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Saba Ashraf, Partner, Alston and Bird, LLP, Atlanta, GA
Brett W. Dixon Partner, Finn Dixon & Herling, Stamford, CT
Christopher R. Grissom Partner, Bradley Arant Rose & White, LLP, Birmingham, AL
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| This program will discuss the tax issues confronted by businesses during the course of operations through liquidation. It will cover federal and state taxation of business earnings, distributions, redemptions, recapitalizations, divisions, transfers and liquidations and will contrast the taxation of different entities.
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Presented by:
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Uniform Commercial Code
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Professor Christina L. Kunz, Professor of Law, Wm. Mitchell College of Law, St. Paul, MN
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Joseph P. Beckman, Legal Counsel, DR Contract Administration Group, LLC, Eden Prarie, MN
Katheryn A. Andresen Attorney, Bonnabeau, Salyers, Stite & Doe, LLC, Minneapolis, MN
Paula Duggan Vraa Attorney, Rider Bennett Egan & Arundel, LLP, Minneapolis, MN
Professor Daniel S. Kleinberger Professor of Law, Wm. Mitchell College of Law, St. Paul, MN
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| Indemnification clauses are sometimes drafted carelessly from form language, but small changes in words can have dramatic effects. These clauses emanate from insurance law and are closely related to the duty to defend and liability limitations. The panelists will examine various clauses used in commercial settings, especially technology-related contracts.
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Presented by:
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Uniform Commercial Code
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Cochairs
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William J. Woodward, Jr and Edward J. Janger
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Professor William J. Woodward, Jr, Professor of Law, Temple University School of Law, Philadelphia, PA
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Professor Christopher R. Drahozal Professor of Law, University of Kansas School of Law, Lawrence, KS
Gail Hillerbrand Consumers Union, San Francisco, CA
Professor Charles Knapp Joseph W. Cotchett Distinguished Professor of Law, University of California - Hastings, San Francisco, CA
Professor Robert Rasmussen Milton Underwood Chair in Law, FedEx Research Prof. of Law, Dir., Joe C. Davis Law & Economics Prgm, Vanderbilt University School of Law, Nashville, TN
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| Article 2 of the Uniform Commercial Code is often described as a "common law" Code, written in Karl Llewellyns "grand style," and able to adapt, through judicial interpretation, to evolving commercial practice. Increasingly, however, commercial disputes are being resolved through mandatory binding arbitration. This panel will discuss whether the dominance of arbitration spells the death of contract law generally, and of Article 2 in particular.
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CLE PROGRAM:
Crash Course in Check 21 for Business Lawyers: Answering Your Bank, Consumer and Corporate Client Questions
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Program Materials
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Presented by:
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Uniform Commercial Code
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Chair
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Stephanie A. Heller
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Professor Sara Jane Hughes Professor, Indiana University, Bloomington, IN
Ralph R. Joy Senior Vice President, PNC Bank, Pittsburgh, PA
Karen Nash-Goetz Vice President & Associate Legal Counsel, T. Rowe Price Associates, Inc., Baltimore, MD
Professor Linda Rusch Professor, Hamline University School of Law, St. Paul, MN
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| Check 21 has been described in the press as anti-consumer, as a powerful attack on an important law enforcement tool, as an enemy of corporate check writers, and as necessitating immediate changes to check processing practices. But how much of this is hype and how much of this is reality? Come learn how Check 21 is designed to facilitate electronic processing of paper checks by creating a new form of paper negotiable instrument called a "substitute check" and how banks are dealing with it in reality. Also learn how this new law and this new negotiable instrument affects your rights and liabilities as a bank customer, whether consumer or corporate.
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CLE PROGRAM:
Why (or Why Not) Delaware as the State of Formation of Companies Financed by Venture Capitalists?
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Program Materials
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Presented by:
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Venture Capital and Private Equity
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"Paul "Chip" L. Lion, Partner, Morrison & Foerster, LLP, Palo Alto, CA
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J. Page Davidson, Partner, Bass, Berry and Sims, PLC, Nashville, TN
Ellisa Opstbaum Habbart Attorney, The Delaware Counsel Group, LLP, Wilmington, DE
Jeffrey R. Wolters Partner, Morris, Nichols, Arsht & Tunnell, Wilmington, DE
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| This program will examine the pros and cons from both the investor and entrepreneur perspective of selecting Delaware verses another jurisdiction as the state of formation and operation of a venue-backed private company. The panelists will discuss the impact jurisdiction selection has on administration, corporate governance and exit strategies of private companies.
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