Webcasts Archives

Developments in 2020, including with respect to the COVID-19 pandemic, have resulted in new ways of doing deals and new issues for dealmakers. Hear from seasoned practitioners on how deals are getting done and the issues being confronted. This discussion covers various M&A-related topics, including the following:

Key deal issues to navigate during the current uncertainty;
Lessons learned from broken deals during the pandemic;
Clauses to include in deal documents to avoid pitfalls; and
Current state of play for SPAC transactions, and forecasts for the future.

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PANELISTS:

Robert Little is a partner in the Dallas office and a member of the firm’s Mergers and Acquisitions, Energy and Infrastructure, Private Equity, and Securities Regulation and Corporate Governance practice groups. Repeatedly admired by clients in Chambers USA for providing “timely, efficient and cost-effective solutions for clients,” Mr. Little’s practice focuses on corporate transactions, including mergers and acquisitions, securities offerings, joint ventures, investments in public and private entities, and commercial transactions. Mr. Little represents clients in a variety of industries, including energy, retail, technology, transportation, manufacturing, and financial services.

Candice Choh is a partner in the Century City office where she has a broad-based practice encompassing public and private company mergers and acquisitions across a wide variety of industries and other private equity transactions, including investment fund formation, co-investments, secondary transactions, and investments in sponsors.

Evan M. D’Amico is a partner in the Washington, D.C. office where he advises companies, private equity firms, boards of directors and special committees in connection with a wide variety of complex corporate matters, including mergers and acquisitions, asset sales, leveraged buyouts, spin-offs and joint ventures.

Andrew Kaplan is an associate in the New York office where his practice focuses on mergers and acquisitions, and corporate governance matters. Mr. Kaplan represents both public and private acquirors and targets in connection with mergers, acquisitions and takeovers, both negotiated and contested.

Please join us to discuss the SEC’s enforcement priorities and key areas of risk in light of COVID-19. In this webcast, we will discuss:

The SEC’s latest accounting and pandemic-related enforcement trends and initiatives;
Impact of the SEC Division of Enforcement’s EPS Initiative;
Key areas of accounting risk amplified by COVID-19, including revenue recognition, asset impairment, and going concern risks; and
Disclosure issues pertaining to COVID-19’s impact on business and forward-looking guidance.

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PANELISTS:

Richard W. Grime is co-chair of Gibson Dunn’s Securities Enforcement Practice Group. Mr. Grime’s practice focuses on representing companies and individuals in corruption, accounting fraud, and securities enforcement matters before the SEC and the DOJ. Prior to joining the firm, Mr. Grime was Assistant Director in the Division of Enforcement at the SEC, where he supervised the filing of over 70 enforcement actions covering a wide range of the Commission’s activities, including the first FCPA case involving SEC penalties for violations of a prior Commission order, numerous financial fraud cases, and multiple insider trading and Ponzi-scheme enforcement actions.

Monica K. Loseman is co-chair of Gibson, Dunn’s Securities Litigation Practice Group and is a partner in the Denver office. Ms. Loseman has substantial experience in complex corporate and securities enforcement matters and civil litigation. Her practice includes a focus on financial reporting, accounting and related investigations and accountant defense. Ms. Loseman’s trial experience largely focused on accounting and financial reporting and corporate governance matters, including three trials before SEC administrative law judges, several bench and jury trials, and private arbitrations. Ms. Loseman also conducts independent investigations involving allegations of corporate fraud and issues relating to financial reporting, accounting, internal controls, and other issues, and is skilled at interacting with Board committees and other stakeholders in presenting results and remedial recommendations.

Michael J. Scanlon is a partner in the Washington, D.C. office, where he is a member of the Firm’s Securities Regulation and Corporate Governance, and Securities Enforcement Practice Groups. Mr. Scanlon has an extensive practice representing U.S. and foreign public company and audit firm clients on regulatory, corporate governance, and enforcement matters. He advises corporate clients on SEC compliance and disclosure issues, the Sarbanes-Oxley Act, and corporate governance best practices, with a particular focus on financial reporting matters.

Jason H. Smith is a senior associate in the Washington, D.C office where, he is a member of the White Collar Defense and Investigations Practice Group and focuses primarily on white collar defense, corporate compliance, and securities enforcement. Mr. Smith has particular experience representing multinational corporate clients in government investigations, including before the Department of Justice, Securities and Exchange Commission, and other regulatory and enforcement agencies.

Trying a merger case against a government enforcement agency, state or federal, presents unique challenges. Drawing on their experiences in the recent AT&T/Time Warner and Sprint/T-Mobile merger trials, Gibson Dunn trial and appellate lawyers will discuss cases where the government did and did not have the benefit of a presumption of competitive harm, as well as the role of fact witnesses, party documents, and experts. The panel will also discuss how to involve trial counsel in the merger-clearance phase and how the merging parties’ strategy during the clearance phase can affect the eventual litigation strategy.

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PANELISTS:

Kristen Limarzi is a partner in the Washington, D.C. office of Gibson Dunn, where her practice focuses on investigations, litigation, and counseling on antitrust merger and conduct matters, as well as appellate and civil litigation. Ms. Limarzi previously served as the Chief of the Appellate Section of the U.S. Department of Justice’s Antitrust Division, where she led a team of more than a dozen professionals litigating appeals in the Division’s civil and criminal enforcement actions and participating as amicus curiae in private antitrust actions. While at the Antitrust Division, she litigated appeals of merger challenges in United States v. AT&T and United States v. Anthem. She also advised Division leadership and investigative teams on merger matters involving novel antitrust issues across a variety of industries.

Richard Parker is a partner in the Washington, D.C. office of Gibson Dunn and a member of the firm’s Antitrust and Competition Practice Group. Mr. Parker is a leading antitrust lawyer who has successfully represented clients before both enforcement agencies and the courts. As an experienced antitrust trial and regulatory lawyer, Mr. Parker has been involved in many major antitrust representations, including merger clearance cases, cartel matters, class actions, and government civil investigations. He has extensive experience representing clients in matters before the Federal Trade Commission (FTC) and the U.S. Department of Justice Antitrust Division. His experience in high-profile merger trials has earned him high honors, including being recognized by Chambers USA as a first-tier ranked “Leading Lawyer” in Antitrust, and included on Benchmark Litigation’s “Top 100 Trial Lawyers in America” list.

Mike Raiff is a Gibson Dunn partner in Texas. He has a wide range of litigation experience and has tried numerous cases (jury trials, bench trials, and arbitrations), including helping try the AT&T/Time Warner merger trial in D.C. federal court. In addition to his trial and arbitration practice, Mr. Raiff has argued numerous cases before appellate courts, including Texas appellate courts and several United States Circuit courts. In addition to his antitrust matters, Mr. Raiff has represented clients in various cases involving class actions, shareholder derivative actions, securities fraud, merger and acquisition litigation, contract disputes, environmental disputes, tortious interference claims, infrastructure and public finance disputes, partnership disputes, commercial fraud, and civil conspiracy.

Brian Robison is a partner in Gibson Dunn’s Dallas office. He is a member of the firm’s Antitrust and Competition, Class Actions, and White Collar Defense and Investigations Practice Groups, and he was a member of the team representing Deutsche Telekom in the recent Sprint/T-Mobile merger trial in federal court in New York. Mr. Robison has experience in a wide range of business litigation and antitrust matters in both state and federal courts. He has handled antitrust cases involving claims of monopolization, predatory pricing, price-fixing, supply control, bid rigging, bid rotation, and immunity under the Capper-Volstead Act, the McCarran-Ferguson Act, and the act of state doctrine. He also has counseled clients on the antitrust implications of proposed business transactions, and he has represented clients in civil and criminal antitrust investigations conducted by both state and federal authorities. Mr. Robison has taken both civil and criminal cases to trial, served as a prosecutor for Dallas County, and argued before state courts of appeals. He has been recognized by numerous publications for his work including Chambers USA: America’s Leading Lawyers for Business, The Best Lawyers in America®, and America’s Top 100 High-Stakes Litigators.

Rob Walters is a nationally recognized trial and antitrust lawyer. He has served as lead trial counsel in a wide array of antitrust trials and cases, including as lead trial counsel to AT&T in the DOJ’s 2018 challenge to its $106 billion acquisition of Time Warner, Inc. He also counsels clients in government investigations and the antitrust aspects of mergers and acquisitions. Mr. Walters serves as Partner-in-Charge of the firm’s Dallas office and as a member of the firm’s worldwide Executive Committee. Mr. Walters served as Executive Vice President and General Counsel of Energy Future Holdings, a $60 billion market-cap power, distribution, and energy retail company, from 2008 until 2011. Mr. Walters lectures on the antitrust laws and trial of complex litigation, including as an adjunct professor at Southern Methodist University School of Law in trial advocacy and at the University of Texas School of Law on energy policy and law.

Chris Wilson is Of Counsel in the Washington, D.C. office of Gibson Dunn. He is a member of the firm’s Antitrust and Competition Practice Group. Mr. Wilson assists clients in navigating DOJ, FTC, and international competition authority investigations as well as private party litigation involving complex antitrust and consumer protection issues, including matters implicating the Sherman Act, the Clayton Act, the FTC Act, the Hart-Scott-Rodino (HSR) merger review process, as well as international and state competition statutes. His experience crosses multiple industries, including health insurance, transportation, telecommunications, technology, energy, agriculture, and biotechnology, and his particular areas of focus include merger enforcement, interlocking directorates, joint ventures, compliance programs, and employee “no-poach” agreements.

Please join our distinguished panelists for a discussion about the U.S. Sentencing Guidelines and how they apply in corporate enforcement actions. They will discuss issues arising in white collar matters and strategies that can impact the calculation of the Sentencing Guidelines fine range, including gain from the offense, corporate recidivism, and cooperation, among other issues. Another area of focus will be how the Guidelines address corporate compliance programs and how organizations can position themselves for maximum credit.

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PANELISTS:

Stephanie L. Brooker is co-chair of Gibson Dunn’s Financial Institutions Practice Group and member of the White Collar Group. She is the former Director of the Enforcement Division at FinCEN, and previously served as the Chief of the Asset Forfeiture and Money Laundering Section in the U.S. Attorney’s Office for the District of Columbia and as a DOJ trial attorney for several years. Ms. Brooker represents multi-national companies and individuals in internal corporate investigations and DOJ, SEC, and other government agency enforcement actions involving, for example, matters involving BSA/AML; sanctions; anti-corruption; securities, tax, and wire fraud; whistleblower complaints; and “me-too” issues. Her practice also includes BSA/AML compliance counseling and due diligence and significant criminal and civil asset forfeiture matters. Ms. Brooker has been named a Global Investigations Review “Top 100 Women in Investigations” and National Law Journal White Collar Trailblazer.

David Debold is a partner in the Washington D.C. office, where he practices in the Litigation Department, and is a member of the firm’s White Collar Defense and Investigations Practice Groups. Mr. Debold’s white collar and regulatory matters include: major SEC enforcement actions and investigations involving accounting irregularities, investigations and regulatory actions by FINRA and the PCAOB; and federal criminal investigations and prosecutions involving a number of federal offenses in the environmental, tax, mortgage loan fraud, securities fraud, stock options backdating, money laundering, and antitrust areas.

Michael S. Diamant is a partner in the Washington, D.C. office and a member of the firm’s White Collar Defense and Investigations Practice Group. He also serves on the firm’s Finance Committee. His practice focuses on white collar criminal defense, internal investigations, and corporate compliance. Mr. Diamant has broad white collar defense experience representing corporations and corporate executives facing criminal and regulatory charges. He has represented clients in an array of matters, including accounting and securities fraud, antitrust violations, and environmental crimes, before law enforcement and regulators, like the U.S. Department of Justice and the Securities and Exchange Commission. Mr. Diamant also regularly advises major corporations on the structure and effectiveness of their compliance programs.

Patrick F. Stokes is a partner in the Washington, D.C. office, where his practice focuses on internal corporate investigations and enforcement actions regarding corruption, securities fraud, and financial institutions fraud. Prior to joining the firm, Mr. Stokes headed the DOJ’s FCPA Unit, managing the FCPA enforcement program and all criminal FCPA matters throughout the United States covering every significant business sector. Previously, he served as Co-Chief of the DOJ’s Securities and Financial Fraud Unit.

Christopher W.H. Sullivan is of counsel in the Washington D.C. office and a member of the White Collar Defense and Investigations Practice Group. Mr. Sullivan has significant experience representing clients in government investigations and compliance monitorships. He has represented clients in a variety of areas, including False Claims Act, Foreign Corrupt Practices Act, and OFAC matters, before the Department of Justice, Securities and Exchange Commission, and other enforcement authorities.

Our distinguished panelists discuss the challenging interplay between internal audit and white collar investigations. We discuss strategies to ensure that internal audit complements the compliance function and how best to deal with legal problems identified by internal audit activities. Our panelists will go over recent FCPA enforcement actions that leverage internal audit findings to support alleged violations.

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PANELISTS:

Michael Diamant is a partner in Gibson Dunn’s Washington, D.C. office. He is a member of the White Collar Defense and Investigations Practice Group, and serves on the firm’s Finance Committee. Mr. Diamant has managed numerous internal investigations for publicly traded corporations and conducted fieldwork in nineteen different countries on five continents. He also regularly advises major corporations on the structure and effectiveness of their compliance programs.

Patrick Stokes is a partner in Gibson Dunn’s Washington, D.C. office, where his practice focuses on internal corporate investigations and enforcement actions regarding corruption, securities fraud, and financial institutions fraud. Prior to joining the firm, Mr. Stokes headed the DOJ’s FCPA Unit, managing the FCPA enforcement program and all criminal FCPA matters throughout the United States covering every significant business sector. Previously, he served as Co-Chief of the DOJ’s Securities and Financial Fraud Unit.

Christopher Sullivan is of counsel in Gibson Dunn’s Washington, D.C. office where he represents clients in a variety of areas, including False Claims Act, Foreign Corrupt Practices Act, and OFAC matters, before the Department of Justice, Securities and Exchange Commission, and other enforcement authorities. Mr. Sullivan has also conducted internal investigations regarding potential corruption, False Claims Act, and other white collar issues.

Courtney M. Brown is a senior associate in Gibson Dunn’s Washington, D.C. office, where she practices primarily in the areas of white collar criminal defense and corporate compliance. Ms. Brown has experience representing and advising multinational corporate clients and boards of directors in internal and government investigations on a wide range of topics, including anti-corruption, anti-money laundering, sanctions, securities, tax, and “me too” matters.

The current environment is leading many public companies to reconsider the costs and benefits of remaining listed on a US securities exchange and continuing to file reports with the SEC. During 2020, many public companies have experienced declines in revenues and market capitalization, and their compliance costs have increased as a percentage of revenues. These companies may consider “going dark,” which refers to the process of delisting a public company’s shares from a national securities exchange and suspending or terminating the company’s public reporting obligations. Going dark does not result in a change in the capital structure but does require a highly technical compliance process under applicable SEC and stock exchange rules. For similar reasons, large shareholders of some public companies may consider a “going private” transaction, which generally involves the cash-out of all or a substantial portion of a company’s public shares so that the company becomes eligible to delist and terminate its reporting obligations. Going private transactions can take many forms and may involve a merger, tender offer or reverse split of the company’s shares. These transactions require extensive board consideration, fairness opinions, SEC filings and possibly a shareholder vote.

In this presentation, we will discuss the procedures involved in the going dark process and going private transactions, including SEC requirements, stock exchange requirements, board governance considerations and timelines. We will also explore the common issues that must be managed in these transactions, including conflicts of interest, fiduciary duties, solvency, M&A strategy, financing arrangements and access to capital markets.

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PANELISTS:

Boris Dolgonos is a partner in the New York office of Gibson, Dunn and Crutcher and a member of the Capital Markets and Securities Regulation and Corporate Governance Practice Groups. Mr. Dolgonos has more than 20 years of experience advising issuers and underwriters in a wide range of equity and debt financing transactions, including initial public offerings, high yield and investment-grade debt offerings, leveraged buyouts, cross-border securities offerings, and private placements. He also regularly advises U.S. and non-U.S. companies on corporate governance, securities laws, stock exchange rules and regulations, and periodic reporting responsibilities.

Tull Florey is a partner in the Houston office of Gibson, Dunn & Crutcher and a member of the firm’s Mergers & Acquisitions, Capital Markets, Oil & Gas and Securities Regulation and Corporate Governance practice groups. He has an extensive corporate and securities law practice, emphasizing transactional and governance matters. His practice focuses on mergers and acquisitions and securities offerings for companies in the energy industry. He has particular experience with clients engaged in oilfield service, oil and gas exploration and production, oilfield equipment manufacturing, midstream and seismic activities. He also assists clients on an ongoing basis with general corporate concerns, including Exchange Act reporting, corporate governance and Section 16 matters. Mr. Florey has been widely recognized, including Chambers USA ,The Legal 500 U.S., The Best Lawyers in America®, and Texas Super Lawyer.

Courtney C. Haseley is of counsel in Gibson, Dunn & Crutcher’s Washington, D.C. office, where she is a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Ms. Haseley focuses her practice on governance matters and securities regulatory issues. Prior to joining Gibson Dunn, Ms. Haseley served as Special Counsel in the Division of Corporation Finance’s Office of Chief Counsel at the U.S. Securities and Exchange Commission, where she provided interpretive advice on a variety of matters under the Securities Act, Exchange Act, Trust Indenture Act, and associated rules and forms. Ms. Haseley also co-managed the 2019 and 2017 Shareholder Proposal Task Force. Before joining the SEC, Ms. Haseley was a corporate associate at two leading international law firms, advising clients on securities transactions, public offerings, private placements, mergers and acquisitions and governance matters.

Hillary H. Holmes is a partner in the Houston office of Gibson, Dunn & Crutcher, Co-Chair of the firm’s Capital Markets practice group, and a member of the firm’s Securities Regulation and Corporate Governance, Energy, M&A and Private Equity practice groups. Ms. Holmes advises companies in all sectors of the energy industry on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws and corporate governance issues. She has deep experience representing all parties in a wide array of equity and debt capital markets transactions, as well as going dark processes and going private transactions. Among other recognitions, Ms. Holmes is Chambers Band 1 ranked for Capital Markets Central U.S. and ranked for Energy Transactional Nationwide and Corporate/M&A Texas. Ms. Holmes also regularly advises boards of directors, special committees and financial advisors in M&A transactions and situations involving complex issues and conflicts of interest.

This program provides a comprehensive overview of spoofing as well as recent trends, developments, and cutting-edge issues. The panelists, all highly experienced lawyers in this area, discuss the recent record-breaking spoofing settlements announced by the CFTC, and the overlapping and often coordinated investigations conducted simultaneously by multiple domestic and foreign regulators. We also explore the strategies used by the government to investigate and prosecute spoofing cases, and the implications for private litigation arising out of regulatory settlements.

Topics include:

Spoofing activities and affected markets
Criminal and civil liability triggers
Recent multi-agency trends and developments
Government investigation and prosecution strategies

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MODERATOR:

F. Joseph Warin is co-chair of Gibson Dunn’s global White Collar Defense and Investigations Practice Group, and chair of the Washington, D.C. office’s 200-person Litigation Department. Mr. Warin’s group is repeatedly recognized by Global Investigations Review as the leading global investigations law firm in the world. Mr. Warin is a former Assistant United States Attorney in Washington, D.C. He is ranked annually in the top-tier by Chambers USA, Chambers Global, and Chambers Latin America for his FCPA, fraud and corporate investigations experience. Among numerous accolades, he has been recognized by Benchmark Litigation as a U.S. White Collar Crime Litigator “Star” for ten consecutive years (2011–2020).

PANELISTS:

Joel M. Cohen is co-chair of Gibson Dunn’s global White Collar Defense and Investigations Practice Group, and a member of its Securities Litigation, Class Actions and Antitrust & Competition Practice Groups. He has been lead or co-lead counsel in 24 civil and criminal trials in federal and state courts, and he is equally comfortable in leading confidential investigations, managing crises or advocating in court proceedings. Mr. Cohen’s experience includes all aspects of FCPA/anticorruption issues, in addition to financial institution litigation and other international disputes and discovery.

Jeffrey L. Steiner is a partner in the Washington, D.C. office, where he co-leads the firm’s Derivatives practice and is co-leader of the firm’s Digital Currencies and Blockchain Technology team practice. Mr. Steiner advises financial institutions, dealers, hedge funds, private equity funds, and others on compliance and implementation issues relating to CFTC, SEC, the Dodd-Frank Act, and other banking rules and regulations. He also helps clients to navigate through cross-border issues resulting from global derivatives requirements. Before joining the firm, Mr. Steiner was special counsel in the Division of Market Oversight at the CFTC where he handled issues relating to trading and execution of futures and swaps. He has been recognized by Chambers Global and Chambers USA as an international leading lawyer for his work in derivatives, and was named a Cryptocurrency, Blockchain and Fintech Trailblazer.

Darcy C. Harris is a litigation associate in the New York office. She is a member of Gibson Dunn’s Securities Enforcement, Securities Litigation, and White Collar Defense and Investigations Practice Groups. Ms. Harris’s practice focuses on complex commercial litigation, internal and regulatory investigations, securities litigation, and white collar defense. She has represented clients across a variety of industries, including financial services, insurance, accounting and auditing, healthcare, real estate, consumer goods, media and entertainment, and non-profit.

COVID-19 has shone a bright light on the critical role that ESG considerations can play for companies and firms. Questions of corporate purpose and the meaning of “success” have been reprised and are being carefully considered in the context of an active debate around stakeholder capitalism. Critically, the role and expectations of directors and management in pursuing a sustainability agenda have risen to the top of the agenda for corporates, legislatures and regulators alike.

But what constitutes “good governance” in the context of ESG and how do boards and senior managers address the complex web of rules, regulations, standards and frameworks which apply at a national, regional and global level? During this webinar, members of the ESG Practice Group of Gibson Dunn (London) will provide some insights to help navigate the global ESG landscape from a UK perspective, touching on key rules and regulations, forthcoming developments and trends, and practical tips including:

An overview of the ESG landscape
How boards are fulfilling their directors’ duties in the wake of the new vision of the “purposeful company” including engagement with stakeholder groups
Key reporting and disclosure requirements
Governance structures and features that underpin effective, integrated ESG business models
Market trends and emerging rules, regulations and policy changes
Risk mitigation, litigation risk and shareholder pressures
Practical guidance and examples for boards and managers

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PANELISTS:

Selina Sagayam is a partner in Gibson Dunn’s international corporate team. Her practice focuses on international corporate finance transactional work, including public and private M&A, joint ventures, international equity capital markets offerings and advisory work focused on corporate governance, shareholder activism and securities law advice. Regarded as one of the leading public M&A advisers in the UK, Ms. Sagayam has advised on hostile, competitive and recommended takeovers. Ms. Sagayam is also noted for her expertise in financial services and regulatory advice. She advises boards and senior management of international corporations, exchanges, regulators, investment banks, and financial sponsors (private equity and hedge funds) on such issues. Her experience as a senior secondee at the UK takeover Panel and also as a non-executive director of a FTSE250 company has positioned her uniquely in her practice area. Ms. Sagayam established and co-chairs the firm’s UK ESG Practice Group.

Susy Bullock is a partner in Gibson Dunn’s international litigation team. Ms. Bullock specializes in commercial litigation and investigations, and business and human rights. Previously Ms. Bullock was Head of Litigation for Europe, the Middle East and Africa at UBS and had responsibility for all litigation and contentious regulatory matters in the EMEA region for the bank including commercial and white-collar criminal litigation, as well as certain internal investigations. In a business and human rights context, Ms. Bullock has supported the Thun Group of banks since 2016 and has also participated in various consultations of the UN Office of High Commissioner for Human Rights. Ms. Bullock can advise clients on sustainability and corporate social responsibility matters such as supply chain issues and investigations, non-financial disclosures and Modern Slavery Act 2015 compliance, and disputes. Ms. Bullock co-chairs the firm’s UK ESG Practice Group.

Anna Howell is a partner in Gibson Dunn’s international corporate team, a co-chair of the Oil & Gas practice, and a member of the firm’s Energy & Infrastructure, M&A, Private Equity, and UK ESG practice groups. Ms. Howell advises on complex cross-border transactions and advisory work in the energy sector with a particular focus on alternative energy, renewables, gas and liquefied natural gas (LNG). Over her 25+ year career she has advised high-profile clients on some of their most prestigious and challenging mandates, including first entries into both mature and emerging markets throughout Europe, Africa, Latin America, Asia Pacific, and the Middle East. Ms. Howell has advised clients on re-use and repurposing in the context of decommissioning as well as switching to cleaner fuels, energy efficiency, sustainability and emissions trading. Ms. Howell spent over 11 years practising in Asia and has worked in London, Singapore, Hong Kong and Beijing.

The False Claims Act (FCA) is well-known as one of the most powerful tools in the government’s arsenal to combat fraud, waste and abuse anywhere government funds are implicated. The U.S. Department of Justice has issued statements and guidance indicating some new thinking in the Trump Administration about its approach to FCA cases that may signal a meaningful shift in its enforcement efforts. But at the same time, newly filed FCA cases remain at historical peak levels and the DOJ has enjoyed ten straight years of nearly $3 billion or more in annual FCA recoveries. The government has also made clear that it intends vigorously to pursue any fraud, waste and abuse in connection with COVID-related stimulus funds. As much as ever, any company that deals in government funds—especially in the health care sector—needs to stay abreast of how the government and private whistleblowers alike are wielding this tool, and how they can prepare and defend themselves.

The panel discusses developments in the FCA, including:

The latest trends in FCA enforcement actions and associated litigation affecting health care providers;
Updates on the Trump Administration’s approach to FCA enforcement, including developments with recent DOJ Civil Division personnel changes and DOJ’s use of its statutory dismissal authority;
The coming surge of COVID-related FCA enforcement actions; and
The latest developments in FCA case law, including developments in particular FCA legal theories affecting your industry and the continued evolution of how lower courts are interpreting the Supreme Court’s Escobar decision.

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PANELISTS:

Winston Y. Chan is a partner in the San Francisco office. He has particular experience representing clients in enforcement actions and investigations by the DOJ, the Department of Health and Human Services Office of Inspector General, and State Attorneys General under the False Claims Act and related statutes. He previously served as an Assistant United States Attorney in the Eastern District of New York, where he served in a number of supervisory roles, including as Health Care Fraud Coordinator overseeing qui tam and whistleblower investigations involving allegations of False Claims Act violations, kickbacks, misbranding and off-label promotion.

Jonathan M. Phillips is a partner in the Washington, D.C. office where he focuses on compliance, enforcement, and litigation in the health care and government contracting fields, as well as other white collar enforcement matters and related litigation. A former Trial Attorney in DOJ’s Civil Fraud section, he has particular experience representing clients in enforcement actions by the DOJ, Department of Health and Human Services, and Department of Defense brought under the False Claims Act and related statutes.

Julie Schenker is a litigation associate in the Washington, D.C. office where she focuses on health care enforcement and compliance matters, other white collar defense and investigations, and related litigation. She has represented health care provider clients in investigations by the DOJ, and the Department of Health and Human Services Office of Inspector General, and she has experience advising clients regarding the False Claims Act, Anti-Kickback Statute, and Stark Law, as well as other health care related matters.

Jessica Wright is an associate in the San Francisco office. She practices in the firm’s Litigation Department and is a member of the White Collar Defense and Investigations and Securities Litigation Practice Groups where she represents companies dealing with FCA investigations, securities fraud allegations, and trade secret related matters.

With more than 130 competition authorities around the world, companies face numerous challenges in managing antitrust investigations outside the United States. This program helps keep in-house counsel a step ahead of the competition authorities in Latin America, Europe, Asia, and Oceania by highlighting their enforcement priorities in the coming year. The panel discusses the top ten issues to consider when facing a domestic investigation in a non-US jurisdiction, including key decisions companies should address in the first hours and days after an investigation is launched, and strategies to effectively advocate for an authority to close its investigation.

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PANELISTS:

Scott Hammond is a partner in the Washington, D.C. office and co-chair of the firm’s Antitrust and Competition Practice Group. He focuses on cartel investigations conducted by the US DOJ and by competition authorities abroad. From 2005 to 2013, Scott served as the US DOJ’s Deputy Assistant Attorney General for Criminal Antitrust Enforcement and oversaw all of the US DOJ’s domestic and international criminal antitrust investigations and litigation and was the principal point of contact for cartel matters with senior competition officials abroad. Scott serves as global coordinating counsel in cross border government investigations running in parallel with US DOJ investigations and as bridge counsel for multinational companies before competition authorities in Latin America, Asia and Europe.

Kristen Limarzi is a partner in the Washington, D.C. office, where her practice focuses on investigations, litigation, and counseling on antitrust merger and conduct matters, as well as appellate and civil litigation. Kristen previously served as the Chief of the Appellate Section of the U.S. Department of Justice’s Antitrust Division, where she led a team of more than a dozen professionals litigating appeals in the Division’s civil and criminal enforcement actions and participating as amicus curiae in private antitrust actions.

Jeremy Robison is a partner in the Washington, D.C. office. His practice focuses on defending companies and individuals involved in antitrust investigations by U.S. and international enforcement authorities, conducting internal investigations, and advising companies on antitrust compliance programs and policies. Jeremy has represented clients from a range of industries in antitrust investigations, including in the financial services, pharmaceutical, defense, healthcare, and technology sectors.

Sarah Akhtar is an associate in the Washington D.C. Office. She is a member of the firm’s Litigation, Appellate and Constitutional Law, and Antitrust practice groups. Prior to joining the firm, Ms. Akhtar clerked for Chief Judge R. Guy Cole, Jr. of the U.S. Court of Appeals for the Sixth Circuit. She earned her undergraduate degree with honors from Harvard University, where she was Editor-in-Chief of the Harvard International Review.

The False Claims Act (“FCA”) is well-known as one of the most powerful tools in the government’s arsenal to combat fraud, waste and abuse anywhere government funds are implicated. The U.S. Department of Justice has issued statements and guidance indicating some new thinking in the Trump Administration about its approach to FCA cases that may signal a meaningful shift in its enforcement efforts. But at the same time, newly filed FCA cases remain at historical peak levels and the DOJ has enjoyed ten straight years of nearly $3 billion or more in annual FCA recoveries. The government has also made clear that it intends to pursue vigorously any fraud, waste and abuse in connection with COVID-related stimulus funds. As much as ever, any company that deals in government funds—especially in the life sciences sector—needs to stay abreast of how the government and private whistleblowers alike are wielding this tool, and how they can prepare and defend themselves.

Please join us to discuss developments in the FCA, including:

The latest trends in FCA enforcement actions and associated litigation affecting drug and device manufacturers;
Updates on the Trump Administration’s approach to FCA enforcement, including developments with recent DOJ Civil Division personnel changes and DOJ’s use of its statutory dismissal authority;
The coming surge of COVID-related FCA enforcement actions; and
The latest developments in FCA case law, including developments in particular FCA legal theories affecting your industry and the continued evolution of how lower courts are interpreting the Supreme Court’s Escobar decision.

View Slides (PDF)

PANELISTS:

Stuart F. Delery is a partner in the Washington, D.C. office. He represents corporations and individuals in high-stakes litigation and investigations that involve the federal government across the spectrum of regulatory litigation and enforcement. Previously, as the Acting Associate Attorney General of the United States (the third-ranking position at the Department of Justice) and as Assistant Attorney General for the Civil Division, he supervised the DOJ’s enforcement efforts under the FCA, FIRREA and the Food, Drug and Cosmetic Act.

Marian J. Lee is a partner in the Washington, D.C. office, where she provides FDA regulatory and compliance counseling to life science and health care companies. She has significant experience advising clients on FDA regulatory strategy, risk management, and enforcement actions.

John D. W. Partridge is a partner in the Denver office where he focuses on white collar defense, internal investigations, regulatory inquiries, corporate compliance programs, and complex commercial litigation. He has particular experience with the FCA and the Foreign Corrupt Practices Act (“FCPA”), including advising major corporations regarding their compliance programs.

Jonathan M. Phillips is a partner in the Washington, D.C. office where he focuses on compliance, enforcement, and litigation in the health care and government contracting fields, as well as other white collar enforcement matters and related litigation. A former Trial Attorney in DOJ’s Civil Fraud section, he has particular experience representing clients in enforcement actions by the DOJ, Department of Health and Human Services, and Department of Defense brought under the FCA and related statutes.

This webcast covers the authorities of the United States Government to address foreign influence in business and public affairs in the United States. We discuss the Foreign Agents Registration Act, the Lobbying Disclosure Act, export controls, and CFIUS. The webcast also covers recent policy statements by the Department of Justice and other regulators.

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PANELISTS:

Zainab Ahmad, a partner in New York, joined the firm after serving as Senior Assistant Special Counsel in Special Counsel Robert S. Mueller’s Office. She was previously Deputy Chief of the National Security and Cybercrime section at the U.S. Attorney’s Office in the Eastern District of New York. Ms. Ahmad is a decorated former prosecutor who has received both of DOJ’s highest honors, the Attorney General’s Award and the FBI Director’s Award, and whose work prosecuting terrorists was profiled by The New Yorker magazine. Her practice focuses on white collar defense and investigations, including corruption, anti-money laundering, sanctions and FCPA issues. She also advises clients regarding data privacy and cybersecurity matters. Her practice is international and focuses on cross-border issues; she is fluent in Urdu and Hindi.

Stuart Delery, a partner in Washington, D.C., was the Acting Associate Attorney General, the No. 3 position in the Justice Department, where he oversaw the civil and criminal work of five litigating divisions — Antitrust, Civil, Tax, Civil Rights, and Environment and Natural Resources — as well as other components. His practice focuses on representing corporations and individuals in high-stakes litigation and investigations that involve the federal government across the spectrum of regulatory litigation and enforcement.

Roscoe Jones is counsel in the Washington, D.C. office, and a member of the firm’s Public Policy, Congressional Investigations, and Crisis Management groups. Mr. Jones formerly served as Chief of Staff to U.S. Representative Abigail Spanberger, Legislative Director to U.S. Senator Dianne Feinstein, and Senior Counsel to U.S. Senator Cory Booker, among other high-level roles on Capitol Hill.

Adam M. Smith, a partner in Washington, D.C., was the Senior Advisor to the Director of the U.S. Treasury Department’s OFAC and the Director for Multilateral Affairs on the National Security Council. His practice focuses on international trade compliance and white collar investigations, including with respect to federal and state economic sanctions enforcement, the FCPA, embargoes, and export controls. He routinely advises multi-national corporations regarding regulatory aspects of international business.

After the COVID-19 pandemic seemed to close the IPO market overnight, over the past few months IPOs have roared back to life in an incredibly active market. While some parts of the process have remained steady, the current environment has raised unforeseen challenges and novel practices for issuers, underwriters and their counsel in the IPO process. This short webcast will break down the current market and the key legal, financial and execution issues affecting IPOs in late 2020, as well as best practices for successfully navigating the IPO process in the current environment. Please join our expert panelists as they discuss recent developments, market trends and disclosure considerations in the IPO market, as well as current expectations for the future of the IPO process.

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PANELISTS:

Peter W. Wardle is Co-Partner in Charge of the Los Angeles office of Gibson, Dunn & Crutcher. He is a member of the firm’s Corporate Transactions Department and Co-Chair of its Capital Markets Practice Group. Mr. Wardle’s practice includes representation of issuers and underwriters in equity and debt offerings, including IPOs and secondary public offerings, and representation of both public and private companies in mergers and acquisitions, including private equity, cross border, leveraged buy-out, distressed and going private transactions. He also advises clients on a wide variety of general corporate and securities law matters, including corporate governance issues.

Stewart McDowell is a partner in the San Francisco office of Gibson, Dunn & Crutcher. She is a member of the firm’s Corporate Transactions Practice Group, Co-Chair of the Capital Markets Practice Group. Ms. McDowell’s practice involves the representation of business organizations as to capital markets transactions, mergers and acquisitions, SEC reporting, corporate governance and general corporate matters. She has significant experience representing both underwriters and issuers in a broad range of both debt and equity securities offerings. She also represents both buyers and sellers in connection with U.S. and cross-border mergers, acquisitions and strategic investments.

Despite the ongoing global pandemic, sanctions and export controls continue to be a most-favored enforcement tool of the U.S. government. Since the outset of 2020, the government has continued to develop, implement, and enforce new international trade sanctions and export controls across a wide range of industry sectors and regions, including in novel and unprecedented ways. Join Gibson Dunn attorneys as they provide a mid-year update on the recent trends in this constantly evolving space.

Topics to be covered include:

Major U.S. sanctions programs developments, including Iran, Venezuela, Syria, and North Korea
New sanctions programs and developments, including those affecting China/Hong Kong, significant designations, and recent executive orders targeting the International Criminal Court, TikTok, and WeChat
New major developments in export controls, including additions to the Entity List and new restrictions on military end use and end users.

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PANELISTS:

Judith Alison Lee is a partner in the Washington, D.C. office and Co-Chair of the firm’s International Trade Practice Group. Ms. Lee is a Chambers ranked leading International Trade, Export Controls, and Economic Sanctions lawyer practicing in the areas of international trade regulation, including USA Patriot Act compliance, economic sanctions and embargoes, export controls, and national security reviews (“CFIUS”). Ms. Lee also advises on issues relating to virtual and digital currencies, blockchain technologies and distributed cryptoledgers.

Jesse Melman has experience representing clients, including major multinational corporations and financial institutions, in connection with their sanctions, anti-corruption, and anti-money laundering compliance programs. His practice includes conducting internal and governmental investigations, evaluating transactions for sanctions and corruption risk, obtaining licenses and authorizations, and designing and assessing programs, policies, and procedures to ensure compliance with sanctions and anti-corruption laws. In addition to his international trade practice, Mr. Melman has extensive experience defending clients in connection with investigations and civil suits involving a wide array of issues, including accounting, tax reporting, securities trading, and other business practices.

R.L. Pratt counsels clients on compliance with U.S. economic sanctions, export controls (ITAR and EAR), foreign investment, and international trade regulatory issues and assists in representing clients before the departments of State (DDTC), Treasury (OFAC and CFIUS), and Commerce (BIS). Before joining Gibson Dunn, he was an associate at a large international law firm where his practice focused on providing counsel on U.S. economic sanctions and export controls and reviews of foreign investment conducted by CFIUS.

Samantha Sewall advises clients across industry sectors on an array of trade compliance matters, including U.S. economic sanctions, export controls, antiboycott, and national security reviews (CFIUS). She has experience advising clients in aerospace, banking and finance, consulting, defense, manufacturing, medical devices, oil and gas, pharmaceuticals, telecommunications, and travel. Prior to joining Gibson Dunn, Ms. Sewall served as a Political-Economic Program Assistant supporting the U.S. Embassy in Côte d’Ivoire. During her time there she was responsible for programs and research related to private sector engagement and bilateral political and economic issues.

Audi Syarief has provided sanctions and export controls advice to major corporations and non-profit organizations. He has extensive experience in assessing enforcement and designation risk, conducting internal investigations, strengthening trade compliance programs, and securing licenses and other authorizations from OFAC. He is particularly well-versed in the application of technology- and information-based sanctions authorizations, such as the Berman Amendment and General License D-1. He has also litigated Helms-Burton Act cases, and advised numerous clients on potential recovery and/or risks under the statute. In addition to his trade practice, Audi has represented clients in civil and criminal matters spanning a variety of subject areas, including government contracts, securities fraud, and the False Claims Act. Most recently, he helped secure the termination of an SEC investigation of a global financial institution relating to alleged accounting fraud.

Scott Toussaint advises clients on matters before the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the Committee on Foreign Investment in the United States (CFIUS), and other regulatory and enforcement agencies. He has extensive experience counseling U.S. and foreign companies on compliance with OFAC sanctions, obtaining licenses and authorizations, developing corporate compliance programs, and assessing the national security implications of proposed mergers and acquisitions. He represents clients across a wide range of industries, including energy, banking and financial services, private equity, shipping, manufacturing, and consumer products.

Under the Trump Administration, an unprecedented number of Chinese companies have been designated to the U.S. Commerce Department Entity List. Learn about the reasons for these designations, what the effect is on these companies, their suppliers and customers, and what you can do to mitigate the disruptive effects.

“A Deep-Dive Analysis”

What is new about the Trump Administration’s treatment of Chinese companies under the Entity List?
What are the reasons given by the Trump Administration for putting Chinese companies on the Entity List?
What can a company do to avoid designation?
Once a designation is made, what should suppliers and customers do?
How can a company get off the list?

Hear from our lawyers in Washington, D.C. and Beijing on these developments and what we can expect in the future. The discussion will be held in both English and Mandarin Chinese.

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PANELISTS:

Judith Alison Lee is a partner in the Washington, D.C. office and Co-Chair of the firm’s International Trade Practice Group. Ms. Lee is a Chambers ranked leading International Trade, Export Controls, and Economic Sanctions lawyer practicing in the areas of international trade regulation, including USA Patriot Act compliance, economic sanctions and embargoes, export controls, and national security reviews (“CFIUS”). Ms. Lee also advises on issues relating to virtual and digital currencies, blockchain technologies and distributed cryptoledgers.

Fang Xue is a partner and Chief Representative of the Beijing office. Ms. Xue is a Chambers ranked leading lawyer in Asia-Pacific for China-based Corporate M&A work. She has represented Chinese and international corporations and private equity funds in cross-border acquisitions, private equity transactions, stock and asset transactions, joint ventures, going private transactions, tender offers and venture capital transactions, including many landmark deals among those.

R.L. Pratt is an associate in the Washington, D.C. office and a member of the firm’s International Trade Practice Group. Mr. Pratt counsels clients on compliance with U.S. economic sanctions, export controls (ITAR and EAR), foreign investment, and international trade regulatory issues and assists in representing clients before the departments of State (DDTC), Treasury (OFAC and CFIUS), and Commerce (BIS).

Shuo Josh Zhang is an associate in the Washington, D.C. office and a member of the Litigation, International Trade, and White Collar Defense and Investigations Practice Groups. Mr. Zhang has experience representing tech clients across various industries in FCPA defense and investigations, export control compliance matters, CFIUS due diligence and compliance matters, and international arbitration.

Christopher Timura is of counsel in the Washington D.C. office, is a member of the firm’s International Trade Practice Group. He counsels clients on export controls (ITAR and EAR), and economic sanctions, and represents them before the departments of State (DDTC), Treasury (OFAC and CFIUS), Commerce (BIS), Homeland Security (CBP), and Justice in investment reviews, licensing, and in voluntary and directed disclosures involving both civil and criminal enforcement actions.

The False Claims Act (FCA) is well-known as one of the most powerful tools in the government’s arsenal to combat fraud, waste and abuse anywhere government funds are implicated. The U.S. Department of Justice has issued statements and guidance under the Trump Administration that has effectuated changes in DOJ’s approach to FCA cases. But at the same time, newly filed FCA cases remain at historical peak levels and the DOJ has enjoyed ten straight years of nearly $3 billion or more in annual FCA recoveries. The government has also made clear that it intends vigorously to pursue any fraud, waste and abuse in connection with COVID-related stimulus funds. As much as ever, any company that deals in government funds—especially in the government contracting sector—needs to stay abreast of how the government and private whistleblowers alike are wielding this tool, and how they can prepare and defend themselves.

Please join us to discuss developments in the FCA, including:

The latest trends in FCA enforcement actions and associated litigation affecting government contractors;
Updates on the Trump Administration’s approach to FCA enforcement, including developments with recent DOJ Civil Division personnel changes and DOJ’s use of its statutory dismissal authority;
The coming surge of COVID-related FCA enforcement actions; and
The latest developments in FCA case law, including developments in particular FCA legal theories affecting your industry and the continued evolution of how lower courts are interpreting the Supreme Court’s Escobar decision.

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PANELISTS:

Erin N. Rankin is an associate in the Washington, D.C. office. She has extensive experience litigating government contract disputes and advising clients on FAR and DFARS compliance, with a particular focus on cost and pricing issues. Ms. Rankin also assists clients with all types of legal questions and disputes that arise in the creation, performance, and closing out of government contracts. She defends clients against False Claims Act allegations, negotiates and drafts subcontracts, conducts internal investigations, navigates disputes between prime and subcontractors, and represents clients in mandatory disclosures and suspension and debarment proceedings.

Andrew Tulumello is a partner in the Washington, D.C. office. He has represented several government contractors in investigations, suits, and trials (both by qui tam relators and the Department of Justice) under the False Claims Act involving federal contracts worth billions of dollars, including representing a leading defense contractor in 10(b) and derivative litigation following a $500 million deferred prosecution agreement with the Department of Justice. He was profiled by The National Law Journal in recognizing Gibson Dunn’s Washington. D.C. office as the Litigation Department of the Year, in The National Law Journal’s 2017 Appellate Hot List, and by Bloomberg BNA (“Deflategate Lawyer Heads to High Court in Securities Case”).

James Zelenay is a partner in the Los Angeles office where he practices in the firm’s Litigation Department. He is experienced in defending clients involved in white collar investigations, assisting clients in responding to government subpoenas, and in government civil fraud litigation. He also has substantial experience with the federal and state False Claims Acts and whistleblower litigation, in which he has represented a breadth of industries and clients, and has written extensively on the False Claims Act.

The False Claims Act (FCA) is well-known as one of the most powerful tools in the government’s arsenal to combat fraud, waste and abuse anywhere government funds are implicated. The U.S. Department of Justice has issued statements and guidance indicating some new thinking in the Trump Administration about its approach to FCA cases that may signal a meaningful shift in its enforcement efforts. But at the same time, newly filed FCA cases remain at historical peak levels and the DOJ has enjoyed ten straight years of nearly $3 billion or more in annual FCA recoveries. The government has also made clear that it intends vigorously to pursue any fraud, waste and abuse in connection with COVID-related stimulus funds. As much as ever, any company that deals in government funds—especially in the financial services sector—needs to stay abreast of how the government and private whistleblowers alike are wielding this tool, and how they can prepare and defend themselves.

Please join us to discuss developments in the FCA, including:

The latest trends in FCA enforcement actions and associated litigation affecting the financial services sector;
Updates on the Trump Administration’s approach to FCA enforcement, including developments with recent DOJ Civil Division personnel changes and DOJ’s use of its statutory dismissal authority;
The coming surge of COVID-related FCA enforcement actions; and
The latest developments in FCA case law, including developments in particular FCA legal theories affecting your industry and the continued evolution of how lower courts are interpreting the Supreme Court’s Escobar decision.

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PANELISTS:

F. Joseph Warin is a partner in the Washington, D.C. office, chair of the office’s Litigation Department, and co-chair of the firm’s White Collar Defense and Investigations practice group. His practice focuses on complex civil litigation, white collar crime, and regulatory and securities enforcement – including Foreign Corrupt Practices Act investigations, False Claims Act cases, special committee representations, compliance counseling and class action civil litigation.

Deferred Prosecution Agreements (DPA) and Non-Prosecution Agreements (NPA) have become a fixture in the white collar enforcement landscape, and the way that both companies and enforcement agencies think about them continues to evolve. NPAs and DPAs remain attractive alternatives to guilty pleas or trial, but what drives the analysis between these outcomes? As DOJ offers the carrot of declination in exchange for self-disclosure, how certain is the outcome and is the possibility of a declination worth the cost and risk of coming forward? And when a declination is not achievable, is the balance shifting between NPAs and DPAs? This discussion will build upon last year’s foundational webcast regarding these agreements and discuss current trends, potential pitfalls, and important considerations in bringing a government investigation to closure.

Topics:

Varieties of resolution structures
Trends and statistics regarding the use of NPAs and DPAs from the past two decades
Key terms of NPAs and DPAs and where you can negotiate
Analysis of some of the factors underlying declination, NPA, and DPA outcomes
Cross-border considerations and post-resolution pitfalls, including an update on developments in corporate compliance monitorships

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PANELISTS:

Patrick F. Stokes is a partner in Gibson Dunn’s Washington, D.C. office, where his practice focuses on internal corporate investigations and enforcement actions regarding corruption, securities fraud, and financial institutions fraud. Prior to joining the firm, Mr. Stokes headed the DOJ’s FCPA Unit, managing the FCPA enforcement program and all criminal FCPA matters throughout the United States covering every significant business sector. Previously, he served as Co-Chief of the DOJ’s Securities and Financial Fraud Unit.

F. Joseph Warin is co-chair of Gibson Dunn’s global White Collar Defense and Investigations Practice Group, and chair of the Washington, D.C. office’s nearly 200-person Litigation Department. Mr. Warin’s group is repeatedly recognized by Global Investigations Review as the leading global investigations law firm in the world. Mr. Warin is a former Assistant United States Attorney in Washington, D.C. He is ranked annually in the top-tier by Chambers USA, Chambers Global, and Chambers Latin America for his FCPA, fraud and corporate investigations expertise. Among numerous accolades, he has been recognized by Benchmark Litigation as a U.S. White Collar Crime Litigator “Star” for ten consecutive years (2011–2020).

Courtney M. Brown is a senior associate in the Washington, D.C. office of Gibson, Dunn & Crutcher, where she practices primarily in the areas of white collar criminal defense and corporate compliance. Ms. Brown has experience representing and advising multinational corporate clients and boards of directors in internal and government investigations on a wide range of topics, including anti-corruption, anti-money laundering, sanctions, securities, tax, and “me too” matters.

In the current equity capital markets environment, innovative offerings that avoid massive dilution can be advantageous. ATM offering programs provide public companies an efficient means of raising capital over time by allowing a company to tap into the existing trading market for its shares on an as-and-when-needed basis. Rights offerings allow public companies to raise capital while offering all current shareholders the opportunity to participate equally, thereby allowing each shareholder to avoid objectionable dilution when trading prices are relatively low.

In this presentation, we will discuss the mechanics of and recent developments in the uses and structures of ATM programs and rights offerings, including:

advantages and disadvantages of each type of offering;
an overview of the basic mechanics of each type of offering;
securities laws and stock exchange rules in each type of offering;
managing conflicts of interest and affiliate purchasers in both types of offerings;
disclosure requirements and guidelines;
considerations during insider trading blackout periods;
timing of reporting significant ATM issuances;
effecting block trades and bought deals under ATM programs;
the role and compensation of banks in each type of offering;
challenges in the economics of warrants issued in rights offerings; and
recent SEC Staff guidance on how and when a company may register the securities issued in rights offerings

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PANELISTS:

Hillary H. Holmes is a partner in the Houston office of Gibson, Dunn & Crutcher, Co-Chair of the firm’s Capital Markets practice group, and a member of the firm’s SRCG, Oil and Gas, M&A and Private Equity practice groups. Ms. Holmes advises companies in all sectors of the energy industry on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws and corporate governance issues. She has deep experience with all kinds of equity and debt capital markets transactions, including ATM programs and rights offerings. Ms. Holmes is Chambers Band 1 ranked for Capital Markets Central U.S. and ranked for Energy Transactional Nationwide. Ms. Holmes also advises boards of directors, special committees and financial advisors in transactions and situations involving complex issues and conflicts of interest.

Brian Lane, a partner with Gibson, Dunn & Crutcher, is a corporate securities lawyer with extensive expertise in a wide range of SEC issues. He counsels companies on the most sophisticated corporate governance and regulatory issues under the federal securities laws. He is a nationally recognized expert in his field as an author, media commentator, and conference speaker. BTI Consulting Group named Mr. Lane as a 2019 and 2018 BTI Client Service All-Star among the lawyers “who truly stand out as delivering the absolute best client service”, and a 2014 BTI Client Service All-Star for delivering “outstanding legal skills enveloped in a rare combination of practical business knowledge, extraordinary attention to client needs and noteworthy responsiveness.” Mr. Lane ended a 16 year career with the Securities and Exchange Commission (“SEC”) as the Director of the Division of Corporation Finance where he supervised over 300 attorneys and accountants in all matters related to disclosure and accounting by public companies (e.g. M&A, capital raising, disclosure in periodic reports and proxy statements). In his practice, Mr. Lane advises a number of companies undergoing investigations relating to accounting and disclosure issues.

Ryan Murr is a partner in the San Francisco office of Gibson, Dunn & Crutcher, where he serves as a member of the firm’s Corporate Transactions Department, with a practice focused on representing leading companies and investors in the life sciences and technology space. Mr. Murr currently serves as a Co-Chair of the firm’s Life Sciences Practice Group and previously served as a member of the firm’s Executive Committee and Management Committee. Mr. Murr represents public and private companies and investors in the biotechnology, pharmaceutical, technology, medical device and diagnostics industries in connection with securities offerings and business combination transactions. In addition, Mr. Murr regularly serves as principal outside counsel for publicly traded companies and private venture-backed companies, advising management teams and boards of directors on corporate law matters, SEC reporting, corporate governance, licensing transactions, and mergers & acquisitions. Recognized by Chambers USA in the area of Life Sciences, clients describe Mr. Murr as “creative and smart” and someone who “gets the better of the other side.” Legal Media Group (Euromoney) has ranked Mr. Murr nationally as a “Star” in Life Sciences in the areas of Corporate, Licensing & Collaboration, Mergers & Acquisitions and Venture Capital. Mr. Murr has twice been nominated by Legal Media Group as “Finance & Transactional Attorney of the Year.”

Robyn E. Zolman is a partner in the Denver office of Gibson, Dunn & Crutcher and a member of the firm’s Capital Markets, Securities Regulation & Corporate Governance and Energy Practice Groups. Her practice is concentrated in securities regulation and capital markets transactions. Ms. Zolman represents clients in connection with public and private offerings of equity and debt securities, tender offers, exchange offers, consent solicitations and corporate restructurings. She also advises clients regarding securities regulation and disclosure issues and corporate governance matters, including Securities and Exchange Commission reporting requirements, stock exchange listing standards, director independence, board practices and operations, and insider trading compliance. She provides disclosure counsel to clients in a number of industries, including energy, telecommunications, homebuilding, consumer products, life sciences and biotechnology. In 2015, Law360 selected Ms. Zolman as one of eight “Rising Star” capital markets attorneys under 40 to watch nationwide. She was named a Top Woman in Energy by the Denver Business Journal in 2015 and 2017 -2020 and to its Who’s Who in Energy list in 2019, and was one of the Denver Business Journal’s 40 under 40 in 2017. Ms. Zolman was selected as a “Next Generation Lawyer in Capital Markets: Debt Offerings” by The Legal 500 U.S. in 2018 -2020 and as a Top Lawyer: Securities by 5280 Magazine in 2018-2020. Ms. Zolman was named a 2021 Lawyer of the Year for Securities/Capital Markets Law, Denver by Best Lawyers in America®.

Branden Berns is an associate in the San Francisco office of Gibson, Dunn & Crutcher, where he practices in the firm’s Corporate Transactions Practice Group. Mr. Berns advises clients in connection with a variety of financing transactions, including initial public and secondary equity offerings and investment grade, high yield and convertible debt offerings, as well as companies, private equity firms, boards of directors and special committees in connection with a wide variety of complex corporate transactions, including mergers and acquisitions, asset sales, spin-offs, joint ventures, private placements and leveraged buyouts. Mr. Berns also advises clients regarding securities regulation, SEC reporting requirements and corporate governance matters.

The past several months have seen record volumes of debt issuance at historically low interest rates. At the same time, the COVID-19 pandemic has led to unforeseen challenges and novel practices for issuers, underwriters and their advisors working on these transactions. This webcast will discuss key legal, financial and logistical issues that are affecting debt offerings, as well as best practices for raising capital in the current environment. Please join our panel as they discuss recent developments in investment-grade and high-yield debt offerings, including market trends and disclosure considerations, as well as our expectations for the months ahead.

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PANELISTS:

Boris Dolgonos is a partner in the New York office of Gibson, Dunn & Crutcher and a member of the Capital Markets and Securities Regulation & Corporate Governance Practice Groups. Mr. Dolgonos has more than 20 years of experience advising issuers and underwriters in a wide range of equity and debt financing transactions, including initial public offerings, high-yield and investment-grade debt offerings, leveraged buyouts, cross-border securities offerings, and private placements. Mr. Dolgonos has represented public and private companies, investment banks and other financial institutions and sovereign entities in transactions across North and South America, Europe, Asia and Africa. He has experience in many industries, including metals and mining, biotechnology, industrials, aviation, hospitality, media and telecommunications, financial services, technology, and retail.

Doug Rayburn is a partner in the Dallas and Houston offices of Gibson, Dunn & Crutcher and a member of the firm’s Capital Markets, Energy & Infrastructure, Mergers & Acquisitions, Global Finance, Private Equity and Securities Regulation & Corporate Governance Practice Groups. His principal areas of concentration are securities offerings, mergers and acquisitions and general corporate matters. He has represented issuers and underwriters in over 200 public offerings and private placements, including initial public offerings, high-yield offerings, investment-grade and convertible note offerings, offerings by MLPs, and offerings of preferred and hybrid securities. Additionally, Mr. Rayburn represents purchasers and sellers in connection with mergers and acquisitions involving both public and private companies, including private equity investments and joint ventures. His practice also encompasses corporate governance and other general corporate concerns.