Webcasts Archives

Please join members of Gibson Dunn’s Capital Markets and Mergers and Acquisitions Practice Groups as they provide both practical advice and information about the latest legal developments regarding SPACs. Specifically, the panelists will discuss:

IPO Market Overview
IPO Considerations and Trends
Business Combinations –
- Target Perspective
- SPAC Perspective
London Listed SPACs

View Slides (PDF)

PANELISTS:

Evan M. D’Amico is a corporate partner in the Washington, D.C. office of Gibson, Dunn & Crutcher, where his practice focuses primarily on mergers and acquisitions. Mr. D’Amico 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. He also has experience advising issuers, borrowers, underwriters and lenders in connection with financing transactions and public and private offerings of debt and equity securities.

Matthew B. Dubeck is a partner in the Los Angeles office of Gibson, Dunn & Crutcher, where he practices in the firm’s Private Equity, Mergers and Acquisitions and Securities Regulation and Corporate Governance Practice Groups. He advises private equity firms, companies and investment banks across a wide range of industries, focusing on public and private merger transactions, stock and asset sales and joint ventures and strategic partnerships. Mr. Dubeck has particular expertise and experience in the use of transactional liability insurance, such as representation and warranty, tax and litigation risk insurance, to reallocate risk and to consummate transactions more efficiently on superior terms, particularly in the private equity and real estate industries.

Christopher Haynes is an English qualified corporate partner in the London office of Gibson, Dunn and Crutcher. Chris has extensive experience in equity capital markets transactions and mergers and acquisitions including advising corporates, investment banks and selling shareholders on initial public offerings (including dual track processes), rights issues and other equity offerings as well as on public takeovers, private company M&A and joint ventures. He also advises on corporate and securities law and regulation.

Gerry Spedale is a partner in the Houston office of Gibson, Dunn & Crutcher. He has a broad corporate practice, advising on mergers and acquisitions, joint ventures, capital markets transactions and corporate governance. He has extensive experience advising public companies, private companies, investment banks and private equity groups actively engaging or investing in the energy industry. His over 20 years of experience covers a broad range of the energy industry, including upstream, midstream, downstream, oilfield services and utilities.

MCLE INFORMATION:

This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 1.0 credit hour, of which 1.0 credit hour may be applied toward the areas of professional practice requirement. This course is approved for transitional/non-transitional credit.

Attorneys seeking New York credit must obtain an Affirmation Form prior to watching the archived version of this webcast. Please contact [email protected] to request the MCLE form.

Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.0 hour.

California attorneys may claim “self-study” credit for viewing the archived version of this webcast. No certificate of attendance is required for California “self-study” credit.

On July 16, 2020, the Court of Justice of the European Union struck down as legally invalid the U.S.-EU Privacy Shield but ruled that the “Standard Contractual Clauses”(“SCCs”) approved by the European Commission, another mechanism many companies use to justify such transfers, remain valid with some caveats. The Court’s decision will force companies on both sides of the Atlantic and globally to reassess their data transfer mechanisms, as well as the locations in which they store personal data.

Our international privacy group from the EU, the US and Asia shares its analysis of the Court ruling and its recommendations in light of the initial guidance issued by the European Data Protection Board and National Supervisory Authorities in the EU.

PANELISTS:

Our in-depth discussion of cutting-edge issues will be moderated by global co-Chairs of Gibson Dunn’s Privacy, Cybersecurity and Consumer Protection group, Alexander H. Southwell and Ahmed Baladi

Ahmed Baladi – Partner, Paris
Patrick Doris – Partner, London
Cassandra L. Gaedt-Sheckter – Associate Attorney, Palo Alto
Kai Gesing – Of Counsel, Munich
Alejandro Guerrero – Of Counsel, Brussels
Connell O’Neill – Partner, Hong Kong
Clémence Pugnet – Associate Attorney, Paris
Alexander H. Southwell – Partner, New York

Private equity webcasts

The coronavirus (COVID-19) pandemic has affected the current economic environment and impacted companies’ short- and long-term liquidity. Historically low interest rates and the U.S. Federal Reserve programs aimed at mitigating the impact of the pandemic on the U.S. economy have led to unprecedented levels of corporate debt refinancing.

Please join our panel as they discuss recent developments in liability management, including raising capital in combination with debt tender offers, restructuring existing debt in exchange offers, and the anticipation of other debt repurchase programs, in order to reduce interest payments, enhance liquidity and manage debt maturities.

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PANELISTS:

Andrew L. Fabens is a partner in the New York office of Gibson, Dunn & Crutcher. Mr. Fabens is Co-Chair of Gibson Dunn’s Capital Markets Practice Group and is a member of Gibson Dunn’s Securities Regulation and Corporate Governance Practice Group. Mr. Fabens advises companies on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations. He represents issuers and underwriters in public and private corporate finance transactions, both in the United States and internationally. His experience encompasses initial public offerings, follow-on equity offerings, investment grade, high-yield and convertible debt offerings and offerings of preferred, hybrid and derivative securities. In addition, he regularly advises companies and investment banks on corporate and securities law issues, including M&A financing, spinoff transactions and liability management programs.

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. The Recorder has named Ms. McDowell as a “Women Leader in Tech Law” for four years in a row. She is ranked by Chambers USA for Capital Markets: Debt & Equity (California). She was also named a “Top Woman Lawyer” by the Daily Journal in 2017. Ms. McDowell is a member of the California State Bar and the New York Bar Association.

James J. Moloney is a corporate partner resident in the Orange County office of Gibson Dunn and serves as Co-Chair of the firm’s Securities Regulation and Corporate Governance Practice Group. He is also a member of the firm’s Corporate Transactions Practice Group, focusing primarily on securities offerings, mergers & acquisitions, friendly and hostile tender offers, proxy contests, going-private transactions and other corporate matters. Mr. Moloney was the principal draftsman of Regulation M-A, a comprehensive set of rules relating to takeovers and shareholder communications, that was adopted by the Commission in October 1999. Mr. Moloney advises a wide range of listed public companies on reporting and other obligations under the securities laws, the establishment of corporate compliance programs, and continued compliance with corporate governance standards under the securities laws and stock exchange rules. He advises public company boards and committees of independent directors in connection with mergers, stock exchange proceedings, as well as SEC and other regulatory investigations.

Rodrigo Surcan is an associate in the New York office of Gibson, Dunn & Crutcher. He is a member of Gibson Dunn’s Capital Markets, Energy and Infrastructure, Financial Institutions, Global Finance, Latin America, Securities Regulation and Corporate Governance Practice Groups. Mr. Surcan’s practice focuses primarily on representing corporate and investment banking clients in public and private corporate finance transactions. His experience encompasses domestic and cross-border (including Latin American) public and private debt and equity offerings, including SEC registered and Rule 144A/Regulation S offerings, private placements, high yield and high grade debt offerings, senior, subordinated and secured offerings, project bonds, IPOs, follow-on and secondary equity offerings, MTN programs, block trades, tender offers, consent solicitations and exchange offers.

Learn about the April 28, 2020 action by the U.S. Government and how it can affect your company even if you do not directly deal in the military sector.

What is new about this rule and what is the U.S. Government objective?
What is the scope of the rule?
What is a military end use?
What is a military end user?
How do the recent FAQs provide clarity?
What are the penalties for violating the rule?
What does my company need to do to avoid penalties and business disruption?
What are the ramifications of the June 24 Dept. of Defense decision to name 20 Chinese entities as affiliated or controlled by the PRC military?

Hear from our lawyers in Washington, D.C. and Beijing on these developments and what we can expect in the future. The discussion was 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.

As oil and gas companies enter the second quarterly reporting cycle in the current industry downturn, please join members of Gibson Dunn’s Securities Regulation and Corporate Governance, Capital Markets, Oil and Gas and Restructuring Practice Groups as they provide both practical advice and information about the latest legal developments. Specifically, the panelists discuss:

Disclosure considerations for your second quarter earnings release and Form 10-Q, including newest SEC guidance
Navigating securities laws and good governance during a crisis
Fulfilling fiduciary duties in the challenging environment
New considerations for capital raising

View Slides (PDF)

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 Securities Regulation and Corporate Governance, 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, obligations and issues under U.S. federal securities laws and corporate governance matters. Band 1 ranked by Chambers USA, she represents issuers, underwriters, MLPs, private investors, management teams and private equity firms in all forms of capital markets transactions. Ms. Holmes also advises boards of directors, special committees and financial advisors in M&A transactions and situations involving complex issues and conflicts of interest.

Ronald Mueller is a partner in the Washington, D.C. office of Gibson Dunn and a founding member of the firm’s Securities Regulation and Corporate Governance practice group. He advises public companies on a broad range of SEC disclosure and regulatory matters, executive and equity-based compensation issues, and corporate governance and compliance issues and practices. He advises some of the largest U.S. public companies on SEC reporting, proxy disclosures and proxy contests, shareholder engagement and shareholder proposals, and insider trading and Section 16 reporting and compliance. He also advises on many corporate governance matters, including governing documents for companies, boards, and board committees, such as bylaws and committee charters, director independence and related party transaction issues, and corporate social responsibility. Mr. Mueller worked as legal counsel to Commissioner Fleischman at the SEC.

Michael A. Rosenthal is a partner in the New York office of Gibson, Dunn & Crutcher and Co-Chair of Gibson Dunn’s Business Restructuring and Reorganization Practice Group. Mr. Rosenthal has extensive experience in reorganizing distressed businesses and related corporate reorganization and debt restructuring matters. He has represented complex, financially distressed companies, both in out-of-court restructurings and in pre-packaged, pre-negotiated and freefall chapter 11 cases, acquirors of distressed assets and investors in distressed businesses. Mr. Rosenthal’s representations have spanned a variety of business sectors, including investment banking, private equity, energy, retail, shipping, manufacturing, real estate, engineering, construction, medical, airlines, media, telecommunications and banking.

Gerry Spedale is a partner in the Houston office of Gibson, Dunn & Crutcher and a member of the firm’s M&A, Capital Markets, Oi and Gas, Securities Regulation and Corporate Governance and Private Equity practice groups. He has a broad corporate practice, advising on mergers and acquisitions, joint ventures, capital markets transactions and corporate governance. He has extensive experience advising public companies, private companies, investment banks and private equity groups actively engaging or investing in the energy industry. His over 20 years of experience covers a broad range of the energy industry, including upstream, midstream, downstream, oilfield services and utilities.

Challenges and trends under the “New Normal”: COVID-19 entails many new challenges and accelerates industry trends, some of which have sporadic and some of which have a lasting impact on the compliance function.

In this (German language) WebTalk, Annette Kraus, Chief Counsel Compliance of Siemens AG, and Benno Schwarz, partner in the Munich office of Gibson, Dunn & Crutcher, discuss the latest developments and emerging trends.

Our WebTalk includes the following topics:

New risk assessment under COVID-19
Special challenges for the compliance function
New authorities and players involved in COVID-19 measures
Key take-aways

View Slides (PDF) (German)

PANELISTS:

Annette Kraus, Chief Counsel Compliance at Siemens AG

Benno Schwarz is a partner in the Munich office of Gibson, Dunn & Crutcher. He focuses on white collar defense and compliance investigations. For more than 25 years, Mr. Schwarz has advised companies on sensitive cases and investigations in the context of all compliance issues with international aspects, such as the implementation of German or international laws to prevent and avoid corruption, money laundering or avoiding economic sanctions in the corporate context. He focuses his advisory work on the planning and implementation of internal corporate as well as independent investigations both nationally and internationally, advising on the structuring, implementation and assessment of compliance management systems, and the representation of companies and their executive bodies before domestic and foreign authorities during associated criminal and administrative proceedings.

The New York State Department of Financial Services is the state’s primary regulator of financial institutions and activity, with jurisdiction over approximately 1,500 financial institutions and 1,400 insurance companies. This year, the agency has been poised to make its mark, with new leadership focused heavily on consumer protection in the absence of federal regulation, and asserting its authority over emerging areas of significance to New York’s banking and insurance industries. In recent months, the agency has been actively confronting unprecedented challenges posed by the COVID-19 pandemic. In this exclusive one-hour presentation, three experienced practitioners—Mylan Denerstein, Akiva Shapiro, and Seth Rokosky—explain key developments at this important financial services regulator. They will discuss not only significant structural changes to the agency’s leadership and organizational structure, but also recent developments with respect to the agency’s guidance, regulations, and enforcement matters in a broad array of areas, including insurance, data privacy, fintech and cryptocurrency, student loans, confidential supervisory information, state responses to the coronavirus, and a wide range of enforcement actions.

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PANELISTS:

Mylan Denerstein is a litigation partner in the New York office of Gibson, Dunn & Crutcher. Ms. Denerstein is Co-Chair of Gibson Dunn’s Public Policy Practice Group and a member of the Crisis Management, White Collar Defense and Investigations, Labor and Employment, Securities Litigation, and Appellate Practice Groups. Ms. Denerstein leads complex litigation and internal investigations, representing companies in their most critical times, typically involving state, municipal, and federal government agencies. Prior to joining Gibson Dunn, Ms. Denerstein served as Counsel to New York State Governor Andrew Cuomo; in a diverse array of legal positions in New York State and City agencies; and as a federal prosecutor and Deputy Chief of the Criminal Division in the U.S. Attorney’s Office for the Southern District of New York. Ms. Denerstein was named to the 2020 “Albany Power 100”, 2020 “Law Power 100” and 2019 “Law Power 50” list by City & State and the 2019 list of “Notable Women in Law” by Crain’s New York Business.

Akiva Shapiro is a litigation partner in the New York office of Gibson, Dunn & Crutcher, where he is a member of the firm’s Appellate and Constitutional Law, Media & Entertainment, Securities Litigation, and Betting & Gaming Practice Groups. Mr. Shapiro’s practice focuses on a broad range of high-stakes constitutional, commercial, and appellate litigation matters, successfully representing plaintiffs and defendants in suits involving civil RICO, securities fraud, breach of contract, misappropriation, and many other tort claims, as well as CPLR Article 78, First Amendment, Due Process, and statutory challenges to government actions and regulations. He is regularly engaged in front of New York’s trial courts, federal and state courts of appeal, and the U.S. Supreme Court, and has been named a Super Lawyers New York Metro “Rising Star” in Constitutional Law.

Seth Rokosky is an associate in the New York office of Gibson, Dunn & Crutcher. He is a member of the firm’s Litigation Department and focuses his practice in the Appellate and Constitutional Law group. Mr. Rokosky has extensive experience challenging and defending government policies at the state, local, and federal level. He rejoined Gibson Dunn after serving in the New York Attorney General’s Office. As an Assistant Solicitor General in the Bureau of Appeals and Opinions, his public service included representing the State and its agencies as principal attorney on 43 appellate matters. Mr. Rokosky has conducted more than 20 oral arguments and filed more than 70 appellate briefs in both state and federal court, and he maintains a robust litigation practice in trial courts with a particular focus on complex briefing and providing strategic advice to trial counsel.

Private Equity firms and other investors naturally are identifying opportunities and challenges that are arising in the highly disrupted post-COVID 19 markets. But those actions are subject to second guessing by other market participants, official creditors’ committees, lenders and regulators. In this hour-long discussion among Gibson Dunn’s Bankruptcy and White Collar Defense and Investigations Practice Group Co-Chairs, a leading economic research commentator from Cornerstone and Harvard Business School’s renowned Bankruptcy expert, we will identify and address credit and valuation risks, fiduciary duty obligations and potential civil and criminal bankruptcy fraud issues that may embroil even cautious investors who participate in the new market opportunities.

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PANELISTS:

Joel M. Cohen, a trial lawyer and former federal prosecutor, is Co-Chair of Gibson Dunn’s 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.

Stuart “Stu” Gilson is the Steven R. Fenster Professor of Business Administration at the Harvard Business School. Professor Gilson is an expert on corporate restructuring, business bankruptcy, credit analysis, business valuation, corporate financial analysis, and financial strategy. His research and teaching focus on strategies that companies use to revitalize their business, improve performance, and create value in a challenging business environment. Professor Gilson’s research has been cited by news media, including The Wall Street Journal, The New York Times, Business Week, and Bloomberg. Professor Gilson has served on the advisory boards of various organizations distressed debt investment funds. Professor Gilson has testified as an expert on a number of high profile bankruptcy matters.

Robert A. Klyman is Co-Chair of Gibson Dunn’s Business Restructuring and Reorganization Practice Group. Mr. Klyman represents debtors, acquirers, lenders, ad hoc groups of bondholders and boards of directors in all phases of restructurings and workouts. His practice regularly includes advising PE Firms and boards of directors of portfolio companies with respect to navigating financial distress, and he has significant experience litigating claims for breach of fiduciary duty, equitable subordination, alter ego and related matters arising in chapter 11 cases, both at trial and on appeal. Mr. Klyman also represents (a) debtors in connection with traditional, prepackaged and “pre-negotiated” bankruptcies, (b) lenders and bondholders in complex workouts, (c) strategic and financial players who acquire debt or provide financing as a path to take control of companies in bankruptcy, and (d) buyers and sellers of assets through Section 363 of the Bankruptcy Code.

Allie Schwartz is a principal at Cornerstone Research and the co-head of the firm’s bankruptcy practice, where she leads teams in supporting experts during the litigation process. She specializes in valuation of businesses, securities, and financial instruments in the context of bankruptcy, securities litigation, and regulatory disputes. Dr. Schwartz has worked with hedge funds, asset managers, private equity firms, FinTech firms, broker/dealers, and major financial institutions in addressing issues related to valuation and solvency, as well as allegations of insider trading, market manipulation, and disruptive trading.

Emma Strong is a litigation associate in Gibson Dunn’s Palo Alto office. Her practice focuses on internal investigations, government investigations, and enforcement actions regarding business crimes and civil fraud. Ms. Strong also represents clients in high-stakes litigation involving fraud, breach of contract, and patent infringement claims.

The COVID-19 pandemic is undoubtedly the biggest public health crisis of our times. Like many other countries, the UK Government has exercised broad powers and passed new laws that impact how we do business and interact as a society.

To address the pandemic, the Government announced several sweeping regulations and ushered through the Coronavirus Act 2020. These actions have a broad impact on law, public policy and daily life, impacting areas including health, social welfare, commerce, trade, competition, employment and the free movement of people.

Join our team of Gibson Dunn London lawyers, led by partner and former Lord Chancellor Charlie Falconer QC, for a discussion of these changes and to answer your questions on how they will affect British businesses and community, including the impact on new and ongoing business relationships.

In this webinar we will cover:

The current state of the lockdown in England
An update on the UK Government’s Financial Support Measures for the COVID-19 pandemic
The UK Government’s widening of its transaction intervention powers – national security and the fight against coronavirus (and future public health emergencies)

We want to hear from you about the impacts the current measures and conditions are having on your business and the legal issues you are facing. We therefore welcome suggested topics, as well as questions in advance of each webinar, to ensure that we can address issues relevant to your business.

PANELISTS:

Charlie Falconer QC: An English qualified barrister and Gibson Dunn partner. Former UK Lord Chancellor and first Secretary of State for Justice, he spent 25 years as a commercial barrister, and became a QC in 1991.

Ali Nikpay: A partner and head of our Competition and Consumer practice group in London. Prior to joining Gibson Dunn, he served in senior positions at the UK competition and consumer authority. He was also a legal and policy advisor at the European Commission.

Matt Aleksic: An associate in the Litigation and International Arbitration practice groups of Gibson Dunn. He has experience in a wide range of disputes, including commercial litigation, international arbitration and investigations.

Sarah Parker: An associate in the London Competition and Consumer practice group. She has experience in advising on a range of competition issues, covering all aspects of EU and UK competition law, as well as advising on UK consumer law and national security/public interest issues.

Amar Madhani: A senior associate in the London Corporate M&A practice group of Gibson Dunn. Mr. Madhani’s practice focuses on general corporate and corporate finance transactions, including domestic and international mergers and acquisitions, joint ventures, private equity, venture capital and equity capital markets transactions.

Anti-Money Laundering (AML), Bank Secrecy Act (BSA) and sanctions compliance and enforcement have become leading issues for companies across the full spectrum of the world’s economy. Join Gibson Dunn partners as they discuss significant trends, emerging issues, and areas of risk in this dynamic, constantly evolving space.

Topics to be covered include:

Regulatory and Enforcement Trends in AML/BSA and Sanctions Examinations and Enforcement
Key Developments in AML Enforcement and Developments in Core Sanctions Programs
What To Expect in 2020 and Beyond

View Slides (PDF)

PANELISTS:

Stephanie L. Brooker is co-chair of Gibson Dunn’s Financial Institutions Practice Group. She is former Director of the Enforcement Division at the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). Ms. Brooker is also a former DOJ prosecutor, serving as a trial attorney for several years and Chief of the Asset Forfeiture and Money Laundering Section in the U.S. Attorney’s Office for the District of Columbia. Ms. Brooker has been named a National Law Journal White Collar Trailblazer and a Global Investigations Review Top 100 Women in Investigations. Ms. Brooker’s practice involves a wide range of white collar matters, including representing financial institutions, multi-national companies, and individuals in connection with criminal, regulatory, and civil enforcement actions involving sanctions, anti-corruption, anti-money laundering (AML)/Bank Secrecy Act (BSA), securities, tax, and wire fraud, “me-too” matters, employment matters, and other sensitive matters. Ms. Brooker’s practice also includes compliance counseling, deal due diligence, and significant criminal and civil asset forfeiture matters.

Kendall Day, a partner in Washington, D.C., was a white collar prosecutor for 15 years, eventually rising to become an Acting Deputy Assistant Attorney General, the highest level of career official in the Criminal Division at DOJ. He represents financial institutions, multi-national companies, and individuals in connection with criminal, regulatory, and civil enforcement actions involving anti-money laundering (AML)/Bank Secrecy Act (BSA), sanctions, FCPA and other anti-corruption, securities, tax, wire and mail fraud, unlicensed money transmitter, false claims act, and sensitive employee matters. Mr. Day’s practice also includes BSA/AML compliance counseling and due diligence, and the defense of forfeiture matters.

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. Mr. Smith is ranked by Chambers and Partners and was named by Global Investigations Review as a leading sanctions practitioner.

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 Litigation “Star” for ten consecutive years (2011-2020).

Compliance with securities laws is a crucial element of any restructuring. This webcast addresses a range of potential securities laws issues arising in a variety of restructuring and bankruptcy scenarios (whether out of court or in a free-fall, pre-negotiated or pre-packaged case under chapter 11 of the Bankruptcy Code), including the registration requirements of the Securities Act of 1933 (and potential exemptions therefrom); the potential application of the tender offer regulations under the Securities Exchange Act of 1934; the role of Regulation FD for public company debtors and other concerns about material non-public information that may be obtained in creditor diligence of debtor-provided information and negotiations with the debtor; issues arising under the Trust Indenture Act of 1939; and more.

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PANELISTS:

Alan Bannister is a partner in the New York office of Gibson, Dunn & Crutcher and a member of the Firm’s Capital Markets, Global Finance, Securities Regulation & Corporate Governance and Business Restructuring & Reorganization Practice Groups. Mr. Bannister concentrates his practice on securities and other corporate transactions, acting for underwriters and issuers (including foreign private issuers), as well as strategic or other investors, in high yield, equity (including ADRs and GDRs), and other securities offerings, including U.S. public offerings, Rule 144A offerings, other private placements and Regulation S offerings, as well as re-capitalizations, NYSE and NASDAQ listings, shareholder rights offerings, spin-offs, PIPEs, exchange offers, other general corporate transactions and other advice regarding compliance with U.S. securities laws, as well as general corporate advice. Mr. Bannister also advises issuers and underwriters on dual listings in the U.S. and on various exchanges across Europe, Latin America and Asia. In addition, Mr. Bannister works closely with the Gibson Dunn bankruptcy and restructuring team, advising on applicable securities laws issues that arise in such transactions.

Michael A. Rosenthal is a partner in the New York office of Gibson, Dunn & Crutcher and Co-Chair of Gibson Dunn’s Business Restructuring & Reorganization Practice Group. Mr. Rosenthal has extensive experience in reorganizing distressed businesses and related corporate reorganization and debt restructuring matters. He has represented complex, financially distressed companies, both in out-of-court restructurings and in pre-packaged, pre-negotiated and free-fall chapter 11 cases, acquirors of distressed assets and investors in distressed businesses. Mr. Rosenthal’s representations have spanned a variety of business sectors, including investment banking, private equity, energy, retail, shipping, manufacturing, real estate, engineering, construction, medical, airlines, media, telecommunications and banking.

In the current environment, public companies may find it more challenging to raise capital, particularly through traditional public offerings. Despite market turmoil, private placements of various securities afford issuers the opportunity to support liquidity and bridge valuation gaps. These private investment in public equity deals (PIPEs) offer a quick, bespoke and discrete option in capital raising. The securities issued in PIPEs, such as common stock, preferred stock and convertible notes, can be easily tailored to the goals and risks of both the issuer and the investors.

Please join our panel as they discuss current developments in private investment in PIPEs, including deal structures, legal considerations, business and governance terms, and special regulatory requirements as a result of the recent market downturn.

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PANELISTS:

Hillary 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 and Infrastructure, 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 represents issuers, underwriters, MLPs, financial advisors, private investors, management teams and private equity firms in all forms of capital markets transactions. Her experience comprises IPOs, registered offerings of debt and equity securities, private placements of debt and equity securities, structured preferred equity, joint ventures and private equity investments. She frequently advises boards of directors, special committees, and financial advisors in M&A transactions involving conflicts of interest or unique complexities.

Eric M. Scarazzo is of counsel in the New York office of Gibson, Dunn & Crutcher. He is a member of the firm’s Capital Markets, Securities and Regulation and Corporate Governance, Power and Renewables, Global Finance, and Mergers & Acquisitions Practice Groups.As a key member of the capital markets practice, Mr. Scarazzo is involved in some of the firm’s most complicated and high-profile securities transactions. Additionally, he has been a certified public accountant for nearly 20 years. His deep familiarity with both securities and accounting matters permits Mr. Scarazzo to play an indispensable role supporting practice groups and offices throughout the firm. He provides critical guidance to clients navigating the intersection of legal and accounting matters, principally as they relate to capital markets financings and M&A disclosure obligations.

In this webinar we will cover:

The new travel quarantine rules, current and potential exceptions, and the airline industry’s court challenge
Novel approaches to dealing with legal disputes during and arising from the crisis, including negotiated solutions and alternative dispute resolution mechanisms

PANELISTS:

Matt Aleksic: An associate in the Litigation and International Arbitration practice groups of Gibson Dunn. He has experience in a wide range of disputes, including commercial litigation, international arbitration and investigations.

Moeiz Farhan: An associate in the Litigation and International Arbitration practice groups of Gibson Dunn. He specialises in complex commercial litigation and international arbitration.

Join Charlie Falconer QC, Michelle Kirschner, Ali Nikpay and Matt Aleksic for a two part discussion of the current state of play of the Brexit negotiations, the legal implications of a range of potential outcomes and what to expect between now and the end of December 2020.

The first webinar included an overview of the current state of play of the Brexit negotiations, and a conversation with Charlie Falconer QC on the general legal implications of a “no deal”and other outcomes.

The second webinar features a conversation with Michelle Kirschner and Ali Nikpay focusing on the financial services and competition implications of a range of outcomes.

PANELISTS:

Michelle M Kirschner: A partner in the London office. She advises a broad range of financial institutions, including investment managers, integrated investment banks, corporate finance boutiques, private fund managers and private wealth managers at the most senior level.

Ali Nikpay: A partner and head of the competition practice group in the London office. He has more than 20 years of EU and UK merger control, antitrust and litigation experience in both the private and public sectors.

The world has been turned upside down in recent months. The COVID-19 pandemic is causing unprecedented turmoil and economic dislocation, including millions of employees losing their jobs over a brief period of time. This instability and economic uncertainty, combined with a new patchwork of federal and state programs and laws, sets the stage for a deluge of misconduct allegations by current and former employees. In this regard, it will almost surely be similar to prior economic downturns which touched off enormous increases in whistleblower activity. In this one-hour program, Lee Dunst and Jessica Brown of Gibson Dunn, and Rob Biskup of Deloitte, will discuss the coming surge in whistleblower activity and how to properly address it. The panel will outline some of the challenges and opportunities facing companies with respect to whistleblowers; discuss factors that may drive whistleblower enforcement activities by state and federal regulators; offer practical advice on how companies can develop, update and implement compliance plans; and provide best practices for investigating and litigating whistleblower claims.

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PANELISTS:

Lee G. Dunst is a partner in the New York office of Gibson, Dunn & Crutcher and a member of the firm’s White Collar Defense and Investigations Practice Group. His practice covers a wide range of government investigations and white collar criminal and regulatory matters, including numerous whistleblower complaints, on behalf of numerous clients across the globe, including Fortune 500 companies, accounting firms, corporate executives, and special board committees. He has been recognized publicly for his successful work on behalf of his clients. Most recently, in March 2020, The Am Law Litigation Daily named Mr. Dunst as “Litigator of the Week” for obtaining a successful jury verdict on behalf of a Fortune 250 company. He also has been recognized in The Legal 500 US, with the publication describing Mr. Dunst as “knowledgeable and responsive,” and noting that he “provides a broad range of expertise and regularly advises clients accused of corporate fraud and alleged accounting irregularities.” Additionally, he has been named a “Litigation Star” and “Local Litigation Star” by Benchmark Litigation in its 2017-2020 editions.

Jessica Brown is a partner in the Denver office of Gibson, Dunn & Crutcher and a member of the firm’s Labor and Employment, White Collar Defense and Investigations, and Class Actions Practice Groups. Ms. Brown has substantial experience conducting and managing workplace investigations and working with clients to address whistleblower complaints on a wide range of topics. She also represents clients in connection with government investigations, including white collar criminal investigations conducted by regulators in the U.S. and across the globe. In addition, Ms. Brown has defended nation-wide and state-wide class action lawsuits alleging, for example, gender discrimination under Title VII, failure to permit facility access under the Americans with Disabilities Act, and failure to compensate workers properly under the Fair Labor Standards Act. She is currently ranked by Chambers for Labor & Employment in Colorado in Band 1.

Robert T. Biskup serves as Managing Director, Regulatory, Forensics & Compliance at Deloitte with over 25 years of experience in the corporate sector and private professional settings. Rob is a former global chief compliance officer at a Fortune 10 multinational corporation and is among Deloitte’s global leaders in the design and operation of effective corporate compliance programs. He also has deep international experience handling forensic accounting investigations on behalf of management and boards of directors, including matters involving financial statement fraud, accounting irregularities, asset misappropriation, fraud and corruption. Rob also has served as a federal monitor, and has extensive experience working with companies operating under government monitors and oversight in regulatory remediation situations, including the enhancement of business process, regulatory, financial and accounting controls.

The first webinar will include:

an overview of the current state of play of the Brexit negotiations;
a conversation with Charlie Falconer QC on the general legal implications of a “no deal”and other outcomes

The second webinar will feature a conversation with Michelle Kirschner and Ali Nikpay focusing on the financial services and competition implications of a range of outcomes.

PANELISTS:

In this webinar we will cover:

the pandemic’s impact on Brexit and the ongoing negotiations between the UK and the EU, and a brief consideration of Brexit’s impact on the UK M&A market
the rules relating to childcare during lockdown, including what constitutes “reasonable excuse” for leaving home under the emergency legislation

PANELISTS:

Tamas Lorinczy: A senior associate in the Corporate Transactional practice group. He has a wide range of corporate transactional and general advisory experience, with a primary focus on cross-border mergers and acquisitions.

Charlotte Brown: A senior associate in the Disputes Resolution practice group. She specialises in commercial litigation and arbitration, and has significant trial and appellate experience and has practised in a broad range of fields, including financial services, oil and gas, telecoms, insurance, and human rights law.

Join our panelists as they discuss recent trends in arbitration and worker classification. 2020 ushered in several new labor-and-employment laws, particularly for California companies. Specifically, California’s Assembly Bill 5 (“AB 5”) altered the employee/independent-contractor test for some types of workers while exempting others. Further, companies that have tried to avoid costly litigation through arbitration agreements face additional challenges. The California Legislature recently passed laws criminalizing arbitration agreements in certain employment agreements and imposing steep penalties on companies that fail to timely pay arbitration fees and costs. And some plaintiffs’ firms have attempted to use arbitration agreements against companies by filing “mass arbitrations,” which have the potential of imposing millions of dollars in arbitration filing fees on companies. Further, plaintiffs continue to try to use Private Attorneys General Act (“PAGA”) claims to circumvent arbitration agreements. This presentation will focus on these recent trends in arbitration and worker classification and discuss successful strategies by companies and employers to manage potential liability.

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PANELISTS:

Dhananjay Manthripragada is a partner in the Los Angeles office of Gibson, Dunn & Crutcher and was formerly with the firm’s Washington, D.C. office, resulting in a broad complex litigation practice that is truly national in scope. He is a member of the firm’s Litigation, Class Actions, Government Contracts, and Aerospace and Related Technologies Practice Groups. Mr. Manthripragada has extensive experience defending companies in complex litigation in state and federal courts throughout the country, from pre-trial demands through trial, arbitration, or settlement, and on appeal. Mr. Manthripragada has served as counsel in a range of employment, consumer, wage-and-hour, antitrust, unfair competition, and environmental class action and derivative lawsuits, including many involving complex arbitration issues.

Michael Holecek is a litigation partner in the Los Angeles office of Gibson, Dunn & Crutcher, where his practice focuses on complex commercial litigation, class actions, labor and employment law, and data privacy—both in the trial court and on appeal. Mr. Holecek has first-chair trial experience and has successfully tried to verdict both jury and bench trials, he has served as lead arbitration counsel, and he has presented oral argument in numerous appeals. Mr. Holecek has also authored articles on appellate procedure, civil discovery, corporate appraisal actions, data privacy, and bad-faith insurance litigation.

R. Keith Chapman is an Associate General Counsel for Postmates Inc. He manages legal teams that oversee litigation, public policy, employment, trust & safety, insurance, and risk. Working at the forefront of future-of-work topics, Chapman helps Postmates lead legislative and labor outreach across the country and at the national level. Prior to joining Postmates in 2016, Chapman counseled and defended employers as an attorney with Littler Mendleson, P.C., in San Francisco, with practice areas focused on the gig-economy, wage & hour class action defense, and anti-discrimination. Chapman has also served as a managing attorney with the New York City Commission on Human Rights and clerked for the United Nations International Criminal Tribunal for Rwanda at the Trial Chambers, in Arusha, Tanzania, and Appellate Chamber, in the Hague, Netherlands. Chapman received his J.D., with Honors, from Rutgers University in 2005.

MCLE INFORMATION:

Attorneys seeking New York credit must obtain an Affirmation Form prior to watching the archived version of this webcast. Please contact Victoria Chan (Attorney Training Manager) at [email protected] to request the MCLE form.

Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.0 hour.

California attorneys may claim “self-study” credit for viewing the archived version of this webcast. No certificate of attendance is required for California “self-study” credit.

The California Consumer Privacy Act (CCPA) is in effect, and we are already seeing the first class action lawsuits. The Attorney General will also have enforcement power starting July 1, 2020, which is quickly approaching. Given the multitude of health and economic concerns facing all of us in the current environment, CCPA compliance may have fallen to the back burner. To introduce some topics you may not be thinking about, and help you prioritize your next steps in preparation for the AG enforcement date and the expected onslaught of private lawsuits, please join us for a two-hour webinar featuring two programs:

For our first hour, Mark Lyon and Cassandra Gaedt-Sheckter, from our Palo Alto office, will present CCPA and the Dawn of Enforcement: Regulations, Global Privacy for the Future, and Where We Are Today, where they will discuss:

the latest round of the California Attorney General’s draft regulations;
other states’ proposals, and how to implement a global privacy policy in light of conflicting, and rapidly changing laws;
looking forward to compliance in 2021, what you should begin to think about now; and,
CCPA compliance in light of the COVID-19 pandemic.

For the second hour, Eric Vandevelde and Jeremy Smith, from our Los Angeles office, will present Cybersecurity and the CCPA: Litigation, “Reasonable” Security, and Crisis Planning, where they will discuss:

the first data breach class actions seeking statutory damages of $750 per person that have already been filed and will present novel legal questions;
what the statute means by “reasonable” security and what steps can be proactively taken to prove that your organization is in compliance;
the role of the Attorney General in non-data breach cases; and
how CCPA and the threat of private and government lawsuits should inform crisis planning and communications with the public.

View Slides (PDF)

PANELISTS:

Mark Lyon
Partner, Gibson Dunn

Eric Vandevelde
Partner, Gibson Dunn

Cassandra Gaedt-Sheckter
Associate, Gibson Dunn

Jeremy Smith
Associate, Gibson Dunn

MCLE INFORMATION:

This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 2.0 credit hours, of which 2.0 credit hours may be applied toward the areas of professional practice requirement. This course is approved for transitional/non-transitional credit.

Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 2.0 hours.

California attorneys may claim “self-study” credit for viewing the archived version of this webcast. No certificate of attendance is required for California “self-study” credit.