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Thursday, May 29, 8:30 A.M. - 10:30 A.M.
Topic: Legal Opinions
Time: Thursday, May 29, 8:30 A.M.
Description
Program Chair: John B. Power, Retired Partner, O'Melveny & Myers LLP, Los Angeles, CA
This program summarizes how and why third-party legal opinions in domestic
United States transactions are prepared and understood in accordance with
the customary practice of U.S. lawyers who regularly give and review them.
It then explores customary practice issues presented in cross-border
opinions involving U.S. opinion giver or recipient.
Three key topics that will be covered in this CLE Program:
- Customary practice in U.S. legal opinions
- The U.S. customary practice statement
- Using customary practice in U.S. opinions to non-U.S. recipients
Key speakers include:
- John B. Power, Retired Partner, O'Melveny & Myers LLP, Los Angeles, CA
- Donald W. Glazer, Advisory Counsel, Goodwin Procter LLP, Boston, MA
- Steven O. Weise, Shareholder, Heller Ehrman LLP, Los Angeles, CA
- Elizabeth van Schilfgaarde, Partner, NautaDutilh, New York, NY
Topic: Commercial Transactions and Securities
Time: Thursday, May 29, 8:30 A.M. - 10:30 A.M.
Description
Program Chair: Henry T. C. Hu, Allan Shivers Chair in the Law of Banking and Finance, University of Texas School of Law, Austin, TX
Recent worldwide capital market developments have posed new challenges to
traditional corporate and securities principles and regulation. Hedge
funds are increasingly active in governance. And hedge funds and other
investors have sometimes used derivatives or other methods to engage in
what has come to be called "debt decoupling" and "equity decoupling." Such
decoupling may have implications for longstanding disclosure rules and
substantive law. This panel will also consider a possible new mechanism
for addressing derivatives-related and other private party financial market
disputes.
Key speakers include:
- Jeffrey B. Golden, Partner, Co-Head of U.S. Law Group, Allen & Overy LLP,
London, England, U.K.
- Henry T. C. Hu, Allan Shivers Chair in the Law of Banking and Finance,
University of Texas School of Law, Austin, TX
- Anthony G. B. Pullinger, Deputy Director General, The Takeover Panel,
London, England, U.K.
- Frederich Kubler, Professor of Law, University of Pennsylvania Law School, Philadelphia, PA.
- Michael Robinson, Managing Director and General Counsel-International,
Millennium Capital Management, London, England, U.K.
Topic: Litigation and Dispute Resolution
Time: Thursday, May 29, 8:30 A.M.
Description
Program Chair and Moderator: Robert L. Gegios, Shareholder, Kohner Mann & Kailas, S.C., Milwaukee, WI
Facing an expanding global economy and increasing communications among
individuals around the world, both business lawyers and litigators need to
develop new skills to achieve success in often unpredictable and confusing
cross-cultural situations. This program will offer important insights for
handling the challenges posed by cross-cultural interaction in
international business dealings and dispute resolution.
Three key topics that will be covered in this CLE Program:
- Common cross-cultural differences found in international business dealings and dispute resolution.
- Ramifications for businesses and lawyers when cross-cultural issues are not identified and approached correctly.
- Techniques for effectively addressing cultural differences when they arise.
Key speakers include:
- Diederik de Groot, Partner, DLA Piper, Amsterdam, Netherlands
- Siegfried H. Elsing, Partner, Holters & Elsing, Dusseldorf, Germany
- Elena Norman, Partner, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE
- David A. Lawson, III, Partner, Bonnard Lawson International Law Firm, Genève, Switzerland
Topic: Taxation
Time: Thursday, May 29, 8:30 A.M.
Description
Program Chair: Daryl E. Clark, Partner, Blake Cassels & Graydon LLP, Vancouver, BC Canada
Recent changes to taxation laws in Canada, India and The Netherlands have
provided opportunities for foreign lenders to provide financing of M &
A transactions in those countries. Learn about what these changes are in
the context of how to make a cross-border loan to finance a target
acquisition in those countries. This program will also provide insight into
the corporate issues facing a foreign purchaser of a target company in
those jurisdictions.
Key speakers include:
- Bruce Sinclair, Chartered Accountant, Blake Cassels & Graydon LLP, Vancouver, BC, Canada
- Mark van Casteren, Partner, Loyens & Loeff N.V., Amsterdam, Netherlands
Thursday, May 29, 10:30 A.M. - 12:30 P.M.
Topic: Commercial Transactions and Securities
Time: Thursday, May 29, 10:30 A.M.
Description
Program Chair: Steven O. Weise, Shareholder, Heller Ehrman LLP, Los
Angeles, CA
The United Nations Commission on International Trade Law has completed its
Legislative Guides on Secured Transactions and Insolvency. Persons
involved in the preparation of the Guides will explain how the Guides are
similar to and differ from existing laws and what practitioners should
expect and do in contemplation of laws that adopt the recommendations of
the Guides.
Key speakers include:
- Spiros V. Bazinas, Senior Legal Officer, UNICITRAL Secretariat, Vienna, Austria
- Dr. Ulrich Brink, Partner, BETTE - WESTENBERGER - BRINK Rechtsanwaelte, Mainz, Germany
- Prof. Dr. Uwe H. Schneider, Director Center of German and International Law of Financial Services, Johannes Gutenberg-University, Mainz, Germany
- Steven O. Weise, Shareholder, Heller Ehrman LLP, Los Angeles, CA
Topic: Technology and Cyberspace Law
Time: Thursday, May 29, 10:30 A.M.
Description
Program Chair: Bradley L. Joslove, Partner, Franklin Law Firm, Paris, France
The web began as largely an information retrieval service. The latest
evolution of the web, known as "Web 2.0" is characterized by a
new generation of web-based communities and services, such as social
networking sites ( MySpace, Facebook ...) wikis
( Wikipedia ...), blogs, folksonomies and sites difficult to classify
such as Second Life. All of these sites aim to facilitate content
creation and collaboration, by creating an "architecture of
participation" that encourages users to add value (i.e., content) to
the sites they frequent. This very positive development, however, raises a
host of legal challenges. When a site encourages users to contribute
content, what liability do the site owners and ISPs have for the content
that is uploaded by the users? The panel of legal experts from the EU and
the United States will review and analyze the legal issues that have been
raised and the manner in which they have been addressed in the various
jurisdictions. Among the legal issues discussed will be
- Copyright and Trademark Infringement
- Defamation
- Privacy
- Criminal - pornography, paedophilia, terrorism
Key speakers include:
- Christopher Heather, Vice President Legal Europe, Fox Interactive Media - MySpace/IGN, London, England, U.K.
- Michael Fleming, Shareholder, Larkin Hoffman Daly & Lindgren Ltd., Minneapolis, MN
- Richard Kemp, Partner, Kemp Little LLP, London, England, U.K.
- Dr. Andreas Peschel-Mehner, Partner, Schwarz Kelwing Wicke Westpfahl, Munich, Germany
- Francesco Portolano, Partner, Portolano Colella Cavalloz, Rome, Italy
- Bradley L. Joslove, Partner, Franklin Law Firm, Paris, France
Topic: Legal Opinions
Time: Thursday, May 29, 10:30 A.M.
Description
Program Chair: Richard R. Howe, Partner, Sullivan & Cromwell LLP, New York, New York
This program will discuss negative assurance in multinational offerings and compare
it with practices in offerings conducted within or from the U.S. It will explore
how the form and content of negative assurance is affected by underwriters' practices
in different jurisdictions and the liability regimes to which the underwriters are
subject.
Three key topics that will be covered in this CLE Program:
- Report on negative assurance by the Subcommittee on Securities Law Opinions
- Nature and extent of negative assurance given in different jurisdictions
- Inclusion of "time of sale" in negative assurance after securities law reform
Key speakers include:
- Daniel Bushner, Partner, Ashurst LLP, London, England, U.K.
- John Farry, Managing Director, Global Banking Legal, Deutsche Bank AG, London, England, U.K.
- Donald W. Glazer, Advisory Counsel, Goodwin Procter LLP, Boston, MA
- Laura A. Holleman, Managing Director, General Counsel - Investment Banking Division, Goldman Sachs International Limited, London, England, U.K.
Topic: Corporate Laws and Compliance
Time: Thursday, May 29, 10:30 A.M.
Description
Program Chair: Carol Hansell, Senior Partner, Davies Ward Phillips & Vineberg LLP, Toronto, ON, Canada
Hot button issues for institutional investors in North America and Europe
today and effective responses from boards and management. Leading
institutional investors and corporate counsel will debate the major issues
and their implications for corporate strategy, communications and
governance.
Three key topics that will be covered in this CLE Program:
- Say on Pay
- Reliance on rating agencies
- Emerging Issues
Key speakers include:
- Carol Hansell, Senior Partner, Davies Ward Phillips & Vineberg LLP, Toronto, ON, Canada
- Margaret M. Foran, Vice President - Corporate Governance and Corporate Secretary, Pfizer, Inc., New York, NY
- Ola Peter Krohn Gjessing, CEFA, Senior Analyst, Corporate Governance, Norges Bank Investment Management, Oslo, Norway
- Christian Strenger, DWS Investment GmbH, Frankfurt, Germany
- Daniel Summerfield, Co-Head of Responsible Investment,USS Ltd., London, England, U.K.
- Bess Joffe, Associate Director, Hermes Equity Ownership Services, London, England, U.K.
Thursday, May 29, 2:00 P.M. - 4:00 P.M.
Topic: Corporate Laws and Compliance
Time: Thursday, May 29, 2:00 P.M.
Description
Program Chair: Steven A. Lauer, Corporate Counsel, Global Compliance, Charlotte, NC
Europe has witnessed fewer corporate scandals grab the headlines than has
the U.S. Nonetheless, the recent failures at Siemens and Societe Generale
have highlighted the issue of compliance once again. What lessons might we
draw from those situations? How might the experiences of U.S. companies in
designing and implementing corporate ethics and compliance programs prove
of value to E.U. companies in that regard?
Three key topics that will be covered in this CLE Program:
- What went wrong at Societe Generale and Siemens? What controls broke down?
- How might a corporate ethics and compliance program have prevented or reduced the damage?
- Can lessons be learned from the experience in the United States?
Key speakers include:
- Jenny Kim, Washington, DC
- Richard H. Kreindler, Partner, Shearman & Sterling LLP, Frankfurt, Germany
- Kenneth Schoenholz, Vice President and Associate General Counsel, Philip Morris International Management SA, Lausanne, Switzerland
Topic: Mergers and Acquisitions
Time: Thursday, May 29, 2:00 P.M.
Description
Program Chair: Sandra L. Walker, Counsel, Stikeman Elliott LLP, Toronto, ON
Canada
This two (2) hour program will survey the regulatory landscape for
international M&A transactions, focusing on recent changes to merger
control and foreign investment review laws, including rules relating to
sovereign investors, in major jurisdictions. In particular, the panel will
review developments in a number of jurisdictions including the E.U., U.S., Canada, China and India.
Key speakers include:
- Thomas McGrath, Partner, Linklaters, U.S., New York, NY
- Pallavi Shroff, Partner, Amarchand & Mangaldas & Suresh A. Shroff & Co., New Delhi, India
- Susan Ning, Partner, King & Wood, Beijing, China
- Dr. Thomas Luebbig, Partner, Freshfields Bruckhaus Deringer LLP, Berlin, Germany
Topic: Ethics and Professionalism
Time: Thursday, May 29, 2:00 P.M.
Description
Program Chair: Robert H. Mundheim, Of Counsel, Shearman & Sterling LLP, New York, NY
This panel will discuss ethical issues as they relate to business lawyers
practicing in a global law firm or a multinational corporation. Topics
will include:
- Privilege issues in connection with in-house counsel participating in an internal investigation
- Imputation and screening in the context of hiring by a company of a lawyer who has confidential information about a matter in controversy between the new employer and the old employer
- Reporting up information which points to the corporation having or being about to commit a crime
- Lawyer participation in sting operations
- Thrust upon conflict in the context of a take-over
Key speakers include:
- David J. Greenwald, General Counsel, Goldman Sachs International, London, England, U.K.
- Chris Perrin, Executive Partner and General Counsel, Clifford Chance, London, England, U.K.
- Dr. Hans-Michael Giesen, Partner, GOERG Rechtsanwaelte, Berlin, Germany
- Dr. Han-Juergen Hellwig, Partner, Hengeler Mueller, Frankfurt, Germany
- Robert H. Mundheim, Of Counsel, Shearman & Sterling LLP, New York, NY
Topic: Commercial Transactions and Securities
Time: Thursday, May 29, 2:00 P.M.
Description
Program Chair: Ellisa Opstbaum Habbart, Partner, The Delaware Counsel Group LLP, Attorneys at Law, Wilmington, DE
Alternative entities are used instead of the corporate structure in an array of
transactions ranging from private equity funds to property financings. The
distinctions among such entities and the flexibility afforded to them must be
understood in order to identify the issues that should be addressed in the
transaction documents. The issues are many and include everything from applicable
fiduciary duties, management consent issues and governing law provisions. It is
only with such an understanding that transaction documents which accurately
reflect the intent of the parties may be prepared.
Key speakers include:
- Adrienne Bond, Bond & Smyser LLP, Houston, TX
- Robin Johnson, Partner, Eversheds LLP, London, England, U.K.
- Ian Molyneux, European General Counsel, Parker Hannifin, London, England, U.K.
Thursday, May 29, 4:00 P.M. - 6:00 P.M.
Topic: Technology and Cyberspace Law
Time: Thursday, May 29, 4:00 P.M.
Description
Program Chair: Jonathan P. Armstrong, Partner, Eversheds LLP, Leeds, U.K.
Security breach is one of the hot topics in regulation worldwide. Cases
have involved damages of millions of dollars, insider trading enquiries and
the replacement of at least one General Counsel. Many of the cases involve
simple mistakes that could easily have been avoided - our panel will show
you how! The panel will be led by experienced lawyers from both sides of
the Atlantic who have been at the forefront of advising major
multinationals in this emerging area of law. Guest speakers from the
worlds of politics and in-house will share their experiences of regulation
at the sharp end.
Three key topics that will be covered in this CLE Program:
- Scope of the problem and the damages that might flow
- Regulations and regulators who enforce them
- Corporate preparation and response
Key speakers include:
- Jonathan P. Armstrong, Partner, Eversheds LLP, Leeds, U.K
- Phillip Dunkelberger, President, Chief Executive Officer & Director, PGP, Menlo Park, CA
- Adam Fell, Business Development Manager - Consumer Direct, Experian Ltd., Nottingham, England, U.K.
- Henry L. Judy, Of Counsel, K&L Gates, Washington, DC USA
Topic: Taxation
Time: Thursday, May 29, 4:00 P.M.
Description
Program Chair: Peter M. Haver, Partner, Denkl Mirow & Haver,
Duesseldorf, Germany
Moderator: Dr.h.c. Dolf Weber, Dreieich, Germany
A leading international tax professor will introduce the pertinent US tax
law and tax treaty principles relevant to the structuring of US inbound and
outbound acquisitions. US in-house and outside counsel will elaborate on
the US tax law considerations. European tax counsel will review the impact
of local European tax law on such US tax law structures.
Key speakers include:
- Carol Ann Johnson, Senior Tax Counsel, EDS, Dallas, TX
- Edward C. Osterberg, Jr., Partner, Vinson & Elkins LLP, Houston, TX
- Robert A. Clary II, Associate, McDermott Will & Emery LLP, Chicago, IL
- Peter H. Blessing, Partner, Shearman & Sterling LLP, New York, NY
Topic: Commercial Transactions and Securities
Time: Thursday, May 29, 4:00 P.M.
Description
Program Co-Chairs: Reid Feldman, Partner, Kramer Levin Naftalis &
Frankel LLP, Paris, France and Denis T. Rice, Director, Howard Rice Nemerovski Canady Falk & Rabkin, San Francisco, CA
This program will focus on the recently announced initiative of the U.S. Securities and Exchange Commission and
the E.U. to develop a joint framework for mutual recognition of securities
regulation by the U.S. and the E.U., which could lead to increased interplay
between securities markets in these jurisdictions. The program will
cover:
- the proposed mutual recognition framework
- the expected impact on regulatory standards and practices
- the expected impact on securities markets
The program is expected to feature contributions from regulators, the
financial community and practitioners.
Key speakers include:
- Marlon Paz, Special Counsel to the Director, Division of Trading and Markets, U.S. Securities and Exchange Commission, Washington, DC
- Philipp Sudeck, Head of International Policy/Affairs, Securities Supervision/Asset Management, BaFin, Frankfurt, Germany
- Nicolas Veron, Research Fellow, Beugel, Brussels, Belgium
- Ingrid Vogel, Head of Unit Policy Projects, Market Policy, Deutsche Borse AG, Frankfurt, Germany
Friday, May 30, 8:30 A.M. - 10:30 A.M.
Topic: Taxation
Time: Friday, May 30, 8:30 A.M.
Description
Program Chair: Edward Tanenbaum, Partner, Alston & Bird LLP, New York, NY
Bilateral tax treaties are fundamental to the international tax system, but
concerns about actual or perceived abuses are leading to increased efforts
by governments to limit treaty benefits. This program will discuss current
treaty issues, with a particular emphasis on the "limitation on
benefits" provisions that the US now insists upon.
Three key topics that will be covered in this CLE Program:
- Domestic US and EU efforts to stop treaty shopping
- "Limitation of Benefits" provisions in treaties: recent trends
- Structuring International Holding Companies
Key speakers include:
- Edward Tanenbaum, Partner, Alston & Bird LLP, New York, NY
- Peter Blessing, Partner, Shearman & Sterling LLP, New York, NY
- John Harrington, International Tax Counsel, United States Department of the Treasury, Washington, DC
- Klaus Sieker, Partner, Flick Gocke & Schaumburg, Frankfurt, Germany
- Diana Wessells, Associate, Alston & Bird LLP, Washington, DC
Topic: Mergers and Acquisitions
Time: Friday, May 30, 8:30 A.M.
Description
Program Chair: Wilson Chu, Partner, Haynes and Boone, LLP, Dallas, TX
Based on the framework of benchmark studies on market terms for commonly
negotiated deal points, this session will compare and contrast market
practices in the US and EU in negotiating common yet distinct forms of
acquisitions. The panelists are the respective project leaders of the
Private Target and Public Target Deals Points Studies published by the
ABA's Committee on Negotiated Acquisitions and the LBO Legal Issues Study
published by Kaye Scholer.
Key speakers include:
- Wilson Chu, Partner, Haynes and Boone, LLP, Dallas, TX
- Keith A. Flaum, Partner, Cooley Godward Kronish LLP, Palo Alto, CA
- Joel I. Greenberg, Partner, Kaye Scholer, LLP, New York, NY
- J. Freek Jonkhart, Partner, Loyens & Loeff N.V., Rotterdam, Netherlands
- Hendrik F. Jordaan, Partner, Holme, Roberts & Owen, Denver, CO
Topic: Corporate Laws and Compliance
Time: Friday, May 30, 8:30 A.M.
Description
Program Chair: Steven A. Lauer, Corporate Counsel, Global Compliance,
Charlotte, NC
How can global businesses reconcile the expectations (and, sometimes,
requirements) of governments in the US that they implement whistleblowing
hotlines and the EU Data Protection Directive and member states' laws on
that treat personal privacy as a fundamental human right? Are the U.S.
expectations and E.U. perspective incompatible?
Three key topics that will be covered in this CLE Program:
- Privacy as a fundamental human right
- Privacy and whistleblowing - the intersection
- Regulation of whistleblowing hotlines in the European Union due to privacy concerns
Key speakers include:
- Paula Barrett, Partner, Eversheds LLP, Leeds, England, U.K.
- Robert Bond, Partner, Speechly Bircham LLP, London, England, U.K.
- Bradley Bryant, Vice President, Morgan Stanley, London, England, U.K.
- Jodie Sangster, Chief Privacy and Compliance Officer, Acxiom Corporation, Sydney, Australia
- Boris Wojtan, EMEA Data Privacy Lead, Accenture, London, England, U.K.
Friday, May 30, 10:30 A.M. - 12:30 A.M.
Topic: Commercial Transactions and Securities
Time: Friday, May 30, 10:30 A.M.
Description
Program Co-Chairs: Barbara A. Jones, Partner, McDermott Will & Emery LLP, Boston, MA and Thomas W. White, Partner, WilmerHale, Washington, DC
Moderator: Barbara A. Jones, Partner, McDermott Will & Emery LLP, Boston, MA
Rule changes enacted by the SEC over the past 18 months have altered the
landscape for conducting cross-border transactions. From Securities
Offering Reform and acceptance of IFRS to deregistration and modification
of Rule 144, our panel of experts will explore the practical implications
of these rule changes in the market and consider ongoing convergence
efforts.
Three key topics that will be covered in this CLE Program:
- Rule 144A/Regulation S Offerings: The Effect of the Recent Rule 144 Amendments
- Developments in Cross-Border Public Offerings: Dual-Registered Offerings; Public Offering Reform
- Other Recent and Prospective SEC Rulemaking - Deregistration, IFRS and Mutual Recognition
Key speakers include:
- Julie Erhardt, Deputy Chief Accountant, U.S. Securities and Exchange Commission,Washington, DC
- Laura A. Holleman, Managing Director, General Counsel - Investment Banking Division, Goldman Sachs International Limited, London, England, U.K.
- Carsten Berrar, Partner, Sullivan & Cromwell LLP, Frankfurt, Germany
- Sina Hekmat, Partner, Hogan & Hartson, Berlin, Germany and New York, NY
Topic: Mergers and Acquisitions
Time: Friday, May 30, 10:30 A.M.
Description
Program Chair: Joel I. Greenberg, Partner, Kaye Scholer LLP, New York, NY
The period since mid-2007 has been marked by an unusual number of
transactions that failed to close or were renegotiated in order to achieve
a closing. A panel of M&A practitioners will examine the elements of
deal structures and acquisition agreements that become critical in a
difficult deal environment in which buyers (or their financing sources) may
seek to walk away from deals or negotiate price reductions.
Key speakers include:
- Richard E. Climan, Partner, Cooley Godward Kronish LLP, Palo Alto, CA
- Joel I. Greenberg, Partner, Kaye Scholer LLP New York, NY
- John K. Hughes, Partner, Sidley Austin LLP, Washington, DC
- Franziska Ruf, Partner, Stikeman Elliott LLP, Montréal, QC, Canada
Topic: Technology and Cyberspace Law
Time: Friday, May 30, 10:30 A.M.
Description
Program Chair: Henry L. Judy, of Counsel, K&L Gates, Washington, D.C.
This session will deal with business and policy implications of the UN's
Internet Governance Forum, a venue for discussion of the main public policy
issues related to Internet governance, including particularly the
Internet's Critical Internet Resources (the root server system, domain name
administration, and IP addressing) and the future of the Internet
Corporation for Assigned Names and Numbers ("ICANN"). Discussion
will be lead by members of the Internet Governance Task Force of the ABA's
Section of Business Law. Time permitting, the session will also address
other topics currently being addressed by the Cyberspace Law Committee and
introduce opportunities to participate in the Committee's ongoing projects,
programs and publications.
Key speakers include:
- Henry L. Judy, Of Counsel, K&L Gates, Washington D.C.
- Michael F. Fleming, Shareholder, Larkin Hoffman Daly & Lindgren Ltd., Minneapolis, MN
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