Join us for a 30-minute briefing covering several M&A practice topics. The program is the third in a series of quarterly webcasts designed to provide quick insights into emerging issues and practical advice on how to manage common M&A problems. Robert Little, co-chair of the firm’s Global M&A Practice Group, acts as moderator.

• Jessica Valenzuela discusses recent cases addressing whether buyers have aiding and abetting liability for breaches of fiduciary duty by sellers’ directors and officers.
• Chris Wilson reviews the proposed changes to the Hart-Scott-Rodino regulations and their impact on the M&A process.
• Alex Orr reviews Delaware case law discussing what constitutes a “sale of all or substantially all” of a corporation’s assets requiring stockholder approval.

---

The False Claims Act (FCA) is one of the most powerful tools in the government’s arsenal to combat fraud, waste, and abuse involving government funds. Nearly two years ago, the Department of Justice announced the establishment of the Civil Cyber-Fraud Initiative to utilize the False Claims Act to pursue cybersecurity related fraud by government contractors and grant recipients. Since the announcement of the Civil Cyber-Fraud Initiative, the government has continued to promulgate new cybersecurity requirements and reporting obligations in government contracts and funding agreements—which may bring yet more vigorous efforts by DOJ to pursue fraud, waste, and abuse in government spending under the False Claims Act. As we approach the second anniversary of the Civil Cyber-Fraud Initiative, as much as ever, any company that receives government funds—especially technology companies operating in the government contracting sector—needs to understand how the government and private whistleblowers alike are wielding the FCA to enforce required cybersecurity standards, and how they can defend themselves.

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

1. The latest trends in FCA enforcement actions and associated litigation affecting government contractors, including technology companies;
2. Updates on enforcement actions arising under the DOJ Civil Cyber-Fraud Initiative;
3. New proposed amendments to the FCA introduced by Senator Grassley;
4. The latest trends in FCA jurisprudence, including developments in particular FCA legal theories affecting your cybersecurity compliance and reporting obligations; and
5. Updates to the cybersecurity regulations and contractual obligations underlying enforcement actions by DOJ’s Civil Cyber-Fraud Initiative.

---

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.

Gibson Dunn antitrust practitioners discuss the proposed changes to the DOJ-FTC Merger Guidelines, along with potential implications for the HSR merger review process. The speakers also share practical advice and considerations for M&A going forward.

---

Multinationals doing business in Asia are facing unique compliance risks arising from the rapidly evolving regulatory and geopolitical landscape in the region. Please join us for a discussion on how companies can navigate the compliance risks of doing business in Asia.

A panel of Gibson Dunn lawyers provides a comprehensive walkthrough of the compliance due diligence process in cross-border transactions and offer insights on strategies to effectively mitigate the compliance risks associated with cross-border transactions. The panel discusses recent FCPA enforcement actions that highlight internal audit’s role in identifying, communicating and addressing potential compliance issues within a company, and outlines practical steps that companies can take to ensure their compliance programs align with regulators’ expectations and industry best practices.

Topics discussed include:

• How to Conduct Compliance Due Diligence
• Key Risk Areas and Compliance Expectations
• Diligence Considerations in M&A Transactions
• Internal Audits
• Recommended Best Practices

---

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 ethics/professionalism 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 1.0 ethics hour.

Gibson, Dunn & Crutcher LLP is authorized by the Solicitors Regulation Authority to provide in-house CPD training. This program is approved for CPD credit in the amount of 1.0 hour. Regulated by the Solicitors Regulation Authority (Number 324652).

The Law Society of Hong Kong has accredited this program in the amount of 1.0 hour.

Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of this provider that this activity qualifies for up to 1.0 hour toward your annual CLE requirement in Connecticut, including 1.00 hour(s) of ethics/professionalism.

Application for approval is pending with the Colorado, Virginia, Texas and Washington State Bars.

Partners from Gibson Dunn’s antitrust and corporate practice groups discuss proposed changes and additions to the Hart-Scott-Rodino Premerger notification form, including a review of key changes, their potential impact on HSR filing preparation and transaction timelines, as well as preliminary thoughts on new best practices to address these developments.

---

---

PANELISTS:

Christopher M. Wilson is a partner in the Washington, D.C. office of Gibson Dunn & Crutcher. 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. He is also well-versed in cross-border investigations involving the European Union, the United Kingdom, Canada, Brazil, Japan, Korea, and Saudi Arabia, among other jurisdictions.

Sophia (Vandergrift) Hansell is a partner in the Washington, D.C. office of Gibson, Dunn and Crutcher. She is a member of the Antitrust and Competition Practice Group. Before joining the firm, Ms. Hansell served as an attorney in the Mergers IV Division of the Federal Trade Commission’s Bureau of Competition, where she focused on merger review and enforcement litigation. At the FTC, Ms. Hansell was a core member of trial teams that blocked proposed mergers for Sysco and US Foods, Advocate Health Care and NorthShore University HealthSystem, and Wilhelmsen and Drew Marine. Previously, Ms. Hansell served in the United States Attorney’s Office for the District of Columbia as a Special Assistant United States Attorney in the General Crimes Division. Leveraging her experience in government enforcement, Ms. Hansell’s practice focuses on complex antitrust litigation and investigations before the Department of Justice, Federal Trade Commission, and state attorneys general. She also has experience counseling companies on a broad range of competition issues relating to M&A transactions, including pre-deal risk assessments, transaction negotiations, and gun jumping issues. Ms. Hansell also develops and executes strategies to secure merger clearance with U.S. and foreign competition authorities.

Jamie France is of counsel in the Washington, D.C. office of Gibson, Dunn & Crutcher. She is a member of the firm’s Antitrust and Competition Practice Group. Jamie represents clients in merger and non-merger investigations before the Federal Trade Commission and the U.S. Department of Justice as well as in complex private and government antitrust litigation. She also counsels clients on antitrust merger and conduct matters and has been involved in representing targets of antitrust-related grand jury investigations by the DOJ. Her experience encompasses a broad range of industries, including healthcare, consumer goods, retail, gaming, pharmaceuticals, wood products, and chemicals. She joined the firm after six years as an attorney in the Mergers IV Division of the Federal Trade Commission’s Bureau of Competition, where she served in lead roles on high-profile merger investigations and enforcement actions. Jamie has significant experience litigating merger challenges and was an integral member of the FTC’s trial teams on FTC v. Thomas Jefferson University, FTC v. Hackensack Meridian Health, FTC v. Sanford Health, FTC v. Advocate Health Care Network, and FTC v. Benco Dental Supply. She was twice honored with the FTC’s Janet D. Steiger Award for her contributions to the Sanford and Advocate litigations. Before joining the FTC, Jamie was an associate in Gibson Dunn’s Washington, D.C. office.

Sarah Graham is a partner in the Los Angeles office of Gibson, Dunn & Crutcher, where she is a member of the Firm’s Mergers & Acquisitions Practice Group. She regularly represents private equity funds, strategic and financial investors, media and entertainment companies, technology companies, gaming companies, and other clients in various types of business transactions, including mergers and acquisitions, joint ventures, investments and restructurings. Ms. Graham is also a member of the following Gibson Dunn practice groups: Private Equity, Media, Entertainment and Technology, Betting and Gaming, and Sports Law.

---

MCLE CREDIT 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.

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

Please join Gibson Dunn attorneys Boris Dolgonos, Brian Lane, Melanie Neary, and Robyn Zolman in a 60-minute briefing as they discuss recent developments in the uses and structures of ATM programs and rights offerings, including mechanics, advantages and disadvantages, securities law implications and disclosure requirements.

---

---

PANELISTS:

Robyn Zolman is Partner-in-Charge of the Denver office of Gibson, Dunn & Crutcher, where she practices in the firm’s Capital Markets and Securities Regulation and Corporate Governance practice groups. She advises clients with respect to SEC-registered and Rule 144A offerings of investment grade, high-yield and convertible notes, as well as initial public offerings, follow-on equity offerings, at-the-market equity offering programs, PIPE offerings and issuances of preferred securities. Ms. Zolman also regularly 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.

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 25 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. 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.

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. Mr. Lane ended a 16 year career with the Securities and Exchange Commission 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.

Melanie Neary is an associate in the San Francisco office of Gibson, Dunn & Crutcher. She currently practices in the firm’s Corporate Department. Ms. Neary’s practice is focused on capital markets transactions and mergers & acquisitions and includes representation of clients in connection with corporate governance and Exchange Act reporting matters. Ms. Neary received her J.D. from the University of Michigan Law School in 2016, where she was the Managing Editor of the Michigan Business & Entrepreneurial Law Review. While in law school, Ms. Neary worked in the Transactional Lab and Clinic, advising large organizations around the country and small organizations in the Ann Arbor community on transactional matters.

---

MCLE CREDIT INFORMATION:

This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board. 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.

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.

Corporations can now purchase clean energy tax credits. Gibson Dunn Partners Mike Cannon and Matt Donnelly walk through:

• the credits available for purchase,
• the process for purchasing credits,
• the issues that buyers and sellers will be advised to address in negotiating credit sales, and
• emerging market developments related to the new rules for selling credits.

---

Join us for a 60-minute briefing covering key SEC rule changes that will significantly impact the timing, manner and nature of the disclosures required for company share repurchases, including nuanced interpretive issues and tax implications. Gibson Dunn attorneys Tom Kim, Jim Moloney, Matt Donnelly and Melanie Neary outline the key aspects of the SEC’s stock buyback amendments. The discussion also covers traps for the unwary and provide practical tips to help you prepare for these new disclosure requirements applicable to shares repurchases starting in Q4 2023 for companies that file on domestic forms.

Topics discussed:

1. An overview of the SEC’s new share repurchase rules covering: daily repurchase activities, exhibit filings and EDGAR tagging, coordination with insiders and their trading activities, enhanced narrative discussions regarding the company’s objectives and rationales for repurchases, and comparison with the SEC’s recent Rule 10b5-1 amendments
2. Tax implications for share repurchases
3. Interpretive issues and guidance on nuances lurking in the amendments
4. Tips on how to implement new controls and procedures to capture the critical information required under the new rules

---

---

PANELISTS:

Thomas J. Kim is a partner in the Washington D.C. office of Gibson, Dunn & Crutcher, LLP, where he is a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Mr. Kim focuses his practice on a broad range of SEC disclosure and regulatory matters, including capital raising and tender offer transactions and shareholder activist situations, as well as corporate governance, environmental social governance and compliance issues. He also advises clients on SEC enforcement investigations – as well as boards of directors and independent board committees on internal investigations – involving disclosure, registration, corporate governance and auditor independence issues. Mr. Kim has extensive experience handling regulatory matters for companies with the SEC, including obtaining no-action and exemptive relief, interpretive guidance and waivers, and responding to disclosures and financial statement reviews by the Division of Corporation Finance. Mr. Kim served at the SEC for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance, and for one year as Counsel to the Chairman.

Jim 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 with the Securities & Exchange Commission in Washington, D.C. for six years before joining Gibson Dunn in June 2000. He served his last three years at the Commission as Special Counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance. In addition to reviewing merger transactions, 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.

Matt Donnelly is a partner in the Washington, D.C. office of Gibson Dunn & Crutcher and a member of the firm’s Tax Practice Group. Mr. Donnelly represents public and private companies on a broad range of U.S. federal and state income tax matters, with a concentration on domestic and international mergers and acquisitions, dispositions, spin-offs, Reverse Morris Trust transactions, joint ventures, financing transactions, capital markets transactions, restructurings and internal reorganizations. In addition, Mr. Donnelly regularly advises clients on tax issues relating to the development, financing, acquisition and disposition of energy and real estate projects. Mr. Donnelly is an adjunct professor at Howard University School of Law, where he has taught corporate tax law since 2017, and at Georgetown University Law Center, where he has taught since 2020 and in 2024 will teach a first-of-its-kind course on tax incentives under the Inflation Reduction Act of 2022. In addition, Mr. Donnelly regularly speaks and writes on tax-related topics, including at USC’s Gould School of Law’s Tax Institute, the American Petroleum Institute Federal Tax Forum, Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conference, and the University of Chicago Federal Tax Conference (Fall 2023).

Melanie Neary is an associate in the San Francisco office of Gibson, Dunn & Crutcher. She currently practices in the firm’s Corporate Department. Her practice is focused on capital markets transactions and mergers & acquisitions, and includes representation of clients in connection with corporate governance and Exchange Act reporting matters. Melanie received her J.D. from the University of Michigan Law School in 2016, where she was the Managing Editor of the Michigan Business & Entrepreneurial Law Review. While in law school, she worked in the Transactional Lab and Clinic, advising large organizations around the country and small organizations in the Ann Arbor community on transactional matters.

---

MCLE CREDIT 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.

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.

Gibson, Dunn & Crutcher LLP is authorized by the Solicitors Regulation Authority to provide in-house CPD training. This program is approved for CPD credit in the amount of 1.0 hour. Regulated by the Solicitors Regulation Authority (Number 324652).

Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of this provider that this activity qualifies for up to 1 hour toward your annual CLE requirement in Connecticut, including 0 hour(s) of ethics/professionalism.

Application for approval is pending with the Colorado, Virginia, Texas and Washington State Bars.

Join us for a 30-minute briefing covering several M&A practice topics. The program is the third in a series of quarterly webcasts designed to provide quick insights into emerging issues and practical advice on how to manage common M&A problems. Robert Little, co-chair of the firm’s Global M&A Practice Group, acts as moderator.

Topics discussed:

• Doug Horowitz discusses current trends in leveraged acquisition finance
• Quinton Farrar and Brennan Halloran discusses lessons from the Mindbody litigation
• Daniel Alterbaum discusses the implications of the recent McDonald’s decision on officer fiduciary duties for M&A transactions

---

---

PANELISTS:

Daniel Alterbaum is a partner in Gibson, Dunn & Crutcher’s New York office and is a member of the firm’s Mergers and Acquisitions and Private Equity Practice Groups. Mr. Alterbaum has been recognized as a “Rising Star” by New York Metro Super Lawyers in the area of mergers and acquisitions from 2015-2022, as well as by The Deal. He represents buyers, sellers and investors in a wide variety of transactions in the private equity, fintech, renewable energy and infrastructure sectors. His experience includes leveraged buyouts, negotiated sales of private companies, carve-out sales and spinoffs of subsidiaries and cross-border asset sales. He also represents issuers and investment funds in connection with venture capital, growth equity and structured preferred equity investments. Mr. Alterbaum is admitted to practice in the states of New York and Connecticut.

Quinton C. Farrar is a partner in Gibson Dunn & Crutcher’s New York office and is a member of the firm’s Mergers and Acquisitions and Private Equity Practice Groups. Mr. Farrar was named “Rising Star” in Private Equity by Euromoney Legal Media Group. He advises public and privately held companies, including private equity sponsors and their portfolio companies, investors, financial advisors, boards of directors and individuals in connection with a wide variety of complex corporate matters, including mergers and acquisitions, asset sales, leveraged buyouts, spin-offs, joint ventures and minority investments and divestitures. He also has substantial experience advising clients on corporate governance issues as well as in advising issuers and underwriters in connection with public and private issuances of debt and equity securities. Mr. Farrar is admitted to practice in the state of New York.

Douglas S. Horowitz is a partner in Gibson, Dunn & Crutcher’s New York office. Mr. Horowitz is the Head of Leveraged and Acquisition Finance, Co-Chair of Gibson Dunn’s Global Finance Practice Group, and an active member of the Capital Markets Practice Group and Securities Regulation and Corporate Governance Practice Group. Mr. Horowitz has been recognized as a leading finance lawyer by Chambers USA, Chambers Global, The Legal 500 and Euromoney’s IFLR 1000: The Guide to the World’s Leading Financial Law Firms. Mr. Horowitz represents leading private equity firms, public and private corporations, leading investment banking firms and commercial banks with a focus on financing transactions involving private credit, syndicated institutional and asset based loans, new issuance of secured and unsecured high-yield debt securities, equity and equity-linked securities, as well as out-of-court restructurings. Mr. Horowitz is admitted to practice in the state of New York.

Robert B. Little is a partner in Gibson, Dunn & Crutcher’s Dallas office, and he is a Global Co-Chair of the Mergers and Acquisitions Practice Group. Mr. Little has consistently been named among the nation’s top M&A lawyers every year since 2013 by Chambers USA. His practice focuses on corporate transactions, including mergers and acquisitions, securities offerings, joint ventures, investments in public and private entities, and commercial transactions. Mr. Little has represented clients in a variety of industries, including energy, retail, technology, infrastructure, transportation, manufacturing and financial services. Mr. Little is admitted to practice in the state of Texas.

Brennan Halloran is an associate in Gibson, Dunn & Crutcher’s New York office. He is a member of the firm’s Mergers and Acquisitions and Private Equity Practice Groups. Mr. Halloran represents both public and private companies and financial sponsors in connection with mergers, acquisitions, divestitures, joint ventures, minority investments, restructurings and other complex corporate transactions. He also advises clients with respect to governance and general corporate matters. Mr. Halloran is admitted to practice in the state of New York.

---

MCLE CREDIT 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 .50 credit hour, of which .50 credit hour may be applied toward the Ethics & Professionalism. 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 .50 Ethics.

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.

For nearly 200 years, the New York Court of Appeals has resolved issues of paramount significance for New York and the nation. As the state’s court of last resort, its judges regularly issue landmark decisions on issues ranging from state common law to the United States Constitution. Moreover, its broad jurisdiction over a wide array of cases in New York often results in rulings of great importance in commercial and other matters. The last two years have marked an important turning point for the Court, with the appointment of a new Chief Judge and four new judges to the seven-member bench. At the same time, the Court continued to resolve a number of significant issues, often through split opinions with lengthy concurrences and dissents. In this exclusive one-hour presentation, three experienced appellate practitioners – Mylan Denerstein, Akiva Shapiro, and Seth Rokosky – explain key developments at the Court. They discuss not only relevant background and changes to the Court, but also recent and pending cases of interest in a broad array of areas, including constitutional law, jurisdiction, civil procedure, torts, insurance, consumer protection, and employment law.

---

---

PANELISTS:

Mylan L. Denerstein is a litigation partner in the New York office of Gibson, Dunn & Crutcher. Ms. Denerstein is a Chair of the Public Policy Practice Group and a member of the Crisis Management, White Collar Defense and Investigations, Financial Institutions, Labor and Employment, Securities Litigation, and Appellate Practice Groups. Ms. Denerstein leads complex litigation and internal investigations, representing companies confronting a wide range of legal issues, in their most critical times. Ms. Denerstein is known not only for her effective legal advocacy, but also for her ability to solve problems. In addition, Ms. Denerstein is Global Chair of the Firm’s Diversity Committee and Co-Partner in Charge of the New York office. Ms. Denerstein was previously a member of the Firm’s Executive Committee. Ms. Denerstein has served in a wide variety of roles in government, including in the New York State Governor’s Office, the New York State Attorney General’s Office, the U.S. Attorney General’s Office for the Southern District of New York, and the New York City Fire Department.

Akiva Shapiro is a litigation partner in Gibson, Dunn & Crutcher’s New York office, Chair of the Firm’s New York Administrative Law and Regulatory Practice Group, Co-Chair of its Religious Liberty Working Group, and a member of the Firm’s Appellate and Constitutional Law, Media, Entertainment and Technology, and Securities Litigation Practice Groups, among others. Mr. Shapiro’s practice focuses on a broad range of high-stakes constitutional, administrative, commercial, and appellate litigation matters. He is regularly engaged in front of New York’s trial courts, federal and state courts of appeal, and the U.S. Supreme Court.

Seth M. Rokosky is of counsel 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 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. He is currently serving as Co-Chair of the Appellate Practice Committee of the New York State Bar Association’s Commercial and Federal Litigation Section.

---

MCLE CREDIT 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.

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 General hour.

Gibson, Dunn & Crutcher LLP is authorized by the Solicitors Regulation Authority to provide in-house CPD training. This program is approved for CPD credit in the amount of 1.0 hour. Regulated by the Solicitors Regulation Authority (Number 324652).

Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of this provider that this activity qualifies for up to 1 hour toward your annual CLE requirement in Connecticut, including 0 hour(s) of ethics/professionalism.

Application for approval is pending with the Colorado, Virginia, Texas and Washington State Bars.

In this webcast, panelists from Gibson Dunn and Deloitte provide a comprehensive discussion of New York City’s Local Law 144, a groundbreaking law that regulates the use of AI tools in hiring and promotion. The law will be enforced beginning on July 5, 2023. The webcast delves into the notice and bias auditing requirements of Local Law 144 as well as the implications of the Department of Consumer and Worker Protection’s final rules implementing it. The panelists also explore open questions that remain and discuss practical approaches for conducting an assessment of an automated decision tool or system. Additionally, the panelists discuss trends they are observing from the EEOC and in proposed laws at the state and local level that focus on automated decision tools.

---

---

PANELISTS:

Danielle J. Moss is a partner in the New York office of Gibson, Dunn & Crutcher and a member of the firm’s Labor and Employment and Litigation Practice Groups. She is recognized for representing employers across a wide range of matters, including high-stakes discrimination, harassment and retaliation claims, as well as wage and hour and restrictive covenant issues. She has also led numerous highly sensitive internal investigations.

Emily Maxim Lamm is an associate in the Washington, D.C. office of Gibson, Dunn & Crutcher. Ms. Lamm’s practice focuses on employment litigation, counseling, and investigations. Ms. Lamm has particular expertise counseling on the legal and policy developments surrounding artificial intelligence and automation across the employment lifecycle. She has also represented technology companies involving allegations of discrimination related to the use of algorithms and AI. Ms. Lamm frequently speaks and writes on AI issues in employment and holds a program certificate from Wharton Online in Artificial Intelligence for Decision Making.

Ryan Hittner is a Managing Director at Deloitte. With over 17 years of risk management experience related to models and advanced algorithms, Ryan leads the AI & Algorithmic Assurance practice which focuses on helping businesses responsibly build AI trust.

Morgan Dove is a Senior Manager at Deloitte. Morgan works within the AI & Algorithmic Assurance practice, with over 8 years of experience specializing in strategic transformations, model validation, and quantitative risk management.

---

MCLE CREDIT 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.

This webcast provides an overview of the current voluntary carbon offset market. We provide practical advice about how to access and participate in that market, and finally, we flag some litigation risks and concerns to be considered by those participating in the market.

---

---

PANELISTS:

Abbey Hudson is a partner in Gibson Dunn’s Los Angeles office. Her practice focuses on environmental matters and complex trial litigation. She devotes a significant portion of her time to helping clients navigate environmental and emerging regulations and related governmental investigations. The Legal 500 United States named Ms. Hudson a Next Generation Lawyer in the category of Industry Focus – Environment – Litigation. Ms. Hudson has handled all aspects of environmental and mass tort litigation and regulatory compliance. She has provided counseling and advice on environmental and regulatory compliance to clients on a wide range of issues, including supply chain transparency requirements, comments on pending regulatory developments, and enforcement counseling.

Jeffrey L. Steiner is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher. He is Chair of the firm’s Derivatives practice group and Co-Chair of the firm’s Global Financial Regulatory practice group.  Mr. Steiner is also the co-lead to the firm’s Digital Assets and Blockchain Technology team and a member of the firm’s Financial Institutions, Energy, Regulation and Litigation, Investment Funds and Public Policy practice groups.

Adam Lapidus is Of Counsel in the New York office of Gibson Dunn & Crutcher. He is a member of the firm’s Derivatives practice group. Mr. Lapidus advises clients on derivatives and capital markets transactions. Representative products include equity derivatives, interest rate hedges, commodity derivatives, repurchase agreements, and privately negotiated FX and currency option transactions.

Ritchie Vaughan is an associate in the Los Angeles office of Gibson, Dunn & Crutcher LLP.  They currently practice with the firm’s real estate group, focusing on land use and zoning. Msr. Vaughan received their J.D. from The University of Virginia School of Law in 2022.  They graduated summa cum laude from Virginia Polytechnic and State University in 2009, receiving their Bachelor of Science in Forestry.  They also received their Master of Science in Forest Resources and Environmental Conservation from Virginia Tech.  They are a licensed real estate broker in the Commonwealth of Virginia, where they practiced real estate prior to law school.

Mark Tomaier is an associate in the Orange County office of Gibson, Dunn & Crutcher where he currently practices in the firm’s Litigation Department and is a member of the Environmental Litigation and Mass Tort Practice Group. He represents clients in complex litigation, government investigations, and compliance matters primarily relating to environmental law. He was named by the Environmental Law Institute as a 2022 “Emerging Leader” in environmental law and policy.

Arthur Halliday is a litigation associate in the Los Angeles office of Gibson, Dunn & Crutcher. Mr. Halliday earned his law degree in 2022 from Columbia Law School, where he was named a James Kent Scholar and awarded the Ruth Bader Ginsburg Prize.  At Columbia, he worked as an Articles Editor on the Columbia Journal of Law & Social Problems.  Mr. Halliday also served as co-president of the California Society, as a research assistant for Professor Elizabeth Emens, and as teaching assistant for Professor Jane Ginsburg and Professor Michael Gerrard.

---

MCLE CREDIT 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.

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 General hour.

Gibson, Dunn & Crutcher LLP is authorized by the Solicitors Regulation Authority to provide in-house CPD training. This program is approved for CPD credit in the amount of 1.0 hour. Regulated by the Solicitors Regulation Authority (Number 324652).

Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of this provider that this activity qualifies for up to 1 hour toward your annual CLE requirement in Connecticut, including 0 hour(s) of ethics/professionalism.

Application for approval is pending with the Colorado, Virginia, Texas and Washington State Bars.

In this webcast, Gibson Dunn attorneys discuss how the U.S. Department of Justice’s Consumer Protection Branch has quickly become a leading criminal and civil enforcer of health, safety, fraud, and privacy laws. Having recently secured more than $6 billion in monetary penalties across dozens of corporate resolutions, the Branch is now DOJ’s fastest-growing enforcement component. It also is the primary outside counsel for key consumer-protection agencies, including the FDA, FTC, CPSC, DEA, and DOT. Our discussion will feature the Branch’s recent Director and explore its current and expected enforcement trends. We also discuss the Branch’s unique relationships with agency partners, its resources and authorities, and new corporate compliance policies and expectations. The conversation is of particular interest to life-sciences, consumer-product, and online companies and executives.

---

---

PANELISTS:

Patrick F. Stokes is a litigation partner in Gibson, Dunn & Crutcher’s Washington, D.C. office. He is the co-chair of the Anti-Corruption and FCPA Practice Group and a member of the firm’s White Collar Defense and Investigations, Securities Enforcement, and Litigation Practice Groups. Mr. Stokes’ practice focuses on internal corporate investigations, government investigations, enforcement actions regarding corruption, securities fraud, and financial institutions fraud, and compliance reviews. He has tried more than 30 federal jury trials as first chair, including high-profile white-collar cases, and handled 16 appeals before the U.S. Court of Appeals for the Fourth Circuit. Mr. Stokes regularly represents companies and individuals before DOJ and the SEC, in court proceedings, and in confidential internal investigations.

Nicola T. Hanna is a partner in the Los Angeles office of Gibson, Dunn & Crutcher and co-chair of the firm’s global White Collar Defense and Investigations Practice Group. Previously, Mr. Hanna served as United States Attorney for the Central District of California in Los Angeles, where he represented the United States in all criminal, civil, national security and tax matters within the district. Mr. Hanna’s practice focuses on representing corporations in high-stakes civil litigation, white collar crime, and regulatory and securities enforcement – including internal investigations, False Claims Act cases, special committee representations, compliance counseling and class actions.

Gustav W. Eyler is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher. He is co-chair of the firm’s FDA and Health Care Practice Group and a member of the White Collar Defense and Privacy Practice Groups. An experienced litigator and a former Director of the U.S. Department of Justice’s Consumer Protection Branch, he defends companies and individuals in government investigations and enforcement actions and counsels clients on the design and implementation of compliance programs.

Svetlana S. Gans is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher where she helps clients navigate complex consumer protection (advertising, marketing, privacy, and right to repair) and competition related regulatory proceedings before the U.S. Federal Trade Commission (FTC), U.S. Department of Justice Antitrust Division, and other enforcement bodies, and provides strategic advice on related public policy issues. She previously served with distinction as Chief of Staff to Acting Chairman Maureen K. Ohlhausen at the FTC. As the agency chief of staff, Ms. Gans managed and oversaw agency operations, including bureau and office heads reporting to the Chairman, a seven-member office staff, and an agency budget of over $300 million.

Mass arbitration is a growing phenomenon in which thousands of plaintiffs—often consumers, employees, or independent contractors—bring arbitration demands against a company at the same time. Pursuing arbitrations in this manner can impose significant, even crippling, costs on companies, particularly in light of the hefty filing fees that many arbitration providers charge. Many companies, however, have deployed successful strategies for deterring and defending against mass arbitrations, primarily through the careful drafting of their arbitration agreements. This webcast describes some of these strategies, as well as recent developments in the law affecting mass arbitrations and the ethical concerns surrounding this issue.

---

---

PANELISTS:

Dhananjay (DJ) Manthripragada is a partner in the Los Angeles and Washington, D.C. offices of Gibson, Dunn & Crutcher. He is Chair of the firm’s Government Contracts practice group, and also a member of the Litigation, Class Actions, Labor & Employment, and Aerospace and Related Technologies practice groups. Mr. Manthripragada has a broad complex litigation practice, and has served as lead counsel in precedent setting litigation before several United States Courts of Appeals, District Courts in jurisdictions across the country, California state courts, the Court of Federal Claims, and the Federal Government Boards of Contract Appeals. He has first-chair trial experience and has successfully tried to verdict both jury and bench trials, and has served as lead counsel in arbitration and other alternative dispute resolution forums. His practice spans a wide range of industries, and he has represented some of the world’s leading aerospace and defense, logistics/transportation, high-technology, finance, and pharmaceutical companies in their most significant matters. Mr. Manthripragada is also highly regarded as a trusted advisor to clients regarding significant compliance/enforcement, contract, dispute resolution, and employment issues. He was recognized in The Best Lawyers in America® Ones to Watch in Commercial Litigation in 2021 and 2022.

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.

Jesenka Mrdjenovic is Of Counsel in Gibson, Dunn & Crutcher’s Washington, D.C. office, where she practices in the firm’s Litigation Department. Ms. Mrdjenovic represents clients in complex litigation and appellate matters, with a particular focus on class action defense. She has represented clients at the trial and appellate levels in matters involving constitutional, employment, intellectual property, consumer protection, and antitrust law. Ms. Mrdjenovic previously served as senior counsel for one of the nation’s largest mortgage lenders and Chief Litigation Officer to a holding company connecting more than 100 portfolio entities in a broad range of industries. In her role as an in-house attorney, Ms. Mrdjenovic managed complex litigation matters and advised senior management on a variety of legal, contract, and regulatory issues.

---

MCLE CREDIT 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.

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 General hour.

Gibson, Dunn & Crutcher LLP is authorized by the Solicitors Regulation Authority to provide in-house CPD training. This program is approved for CPD credit in the amount of 1.0 hour. Regulated by the Solicitors Regulation Authority (Number 324652).

Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of this provider that this activity qualifies for up to 1 hour toward your annual CLE requirement in Connecticut, including 0 hour(s) of ethics/professionalism.

Application for approval is pending with the Colorado, Virginia, Texas and Washington State Bars.

In this webcast, Gibson Dunn attorneys provide an overview of the FCPA developments and emerging trends from 2022 and will discuss current and anticipated areas of focus for 2023. Intended to complement our Year-End FCPA Update, this webcast discusses in greater detail recent FCPA enforcement updates of note, including enforcement policy developments, DOJ’s use of monitorships, voluntary disclosures, declinations with disgorgement, and opinion letters within the past year. We also discuss DOJ’s increasing focus on compliance programs and what that means for companies in terms of law enforcement expectations and industry best practices.

---

---

PANELISTS:

Patrick Stokes is Co-Chair of the firm’s Anti-Corruption and FCPA Practice Group and a partner in the Washington, D.C. office, where he focuses his practice on internal corporate investigations, government investigations, enforcement actions regarding corruption, securities fraud, and financial institutions fraud, and compliance reviews. Mr. Stokes is ranked nationally and globally by Chambers USA and Chambers Global as a leading attorney in FCPA. 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.

John W.F. Chesley is a partner in the Washington, D.C. office. Mr. Chesley has served as the Interim Chief Ethics & Compliance Officer of a publicly-traded, multinational corporation, and his white collar defense work has been recognized repeatedly by Global Investigations Review, Law 360, National Law Journal, and other publications. He represents corporations, audit committees, and executives in internal investigations and before government agencies in matters involving the FCPA, procurement fraud, environmental crimes, securities violations, antitrust violations, and whistleblower claims. He also litigates government contracts disputes in federal courts and administrative tribunals.

Ella Alves Capone is Of Counsel in the Washington, D.C. office, where her practice focuses on advising multinational corporations and financial institutions in enforcement actions, internal investigations, and corporate compliance matters involving anti-corruption laws and a variety of financial services laws and regulations. She regularly counsels clients on the implementation, assessment, and enhancement of their compliance programs and internal controls.

Bryan Parr is Of Counsel in the Washington, D.C. office and a member of the White Collar Defense and Investigations, Anti-Corruption & FCPA, and Litigation Practice Groups. Mr. Parr’s practice focuses on white-collar defense and regulatory compliance matters around the world. Mr. Parr has extensive expertise in government and corporate investigations, including those involving the Foreign Corrupt Practices Act (FCPA) and anticorruption. He has defended a range of companies and individuals in U.S. Department of Justice (DOJ), SEC, and CFTC enforcement actions, as well as in litigation in federal courts and in commercial arbitrations.

---

MCLE CREDIT 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 hour.

Gibson, Dunn & Crutcher LLP is authorized by the Solicitors Regulation Authority to provide in-house CPD training. This program is approved for CPD credit in the amount of 2.0 hours. Regulated by the Solicitors Regulation Authority (Number 324652).

Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of this provider that this activity qualifies for up to 2 hours toward your annual CLE requirement in Connecticut, including 0 hour(s) of ethics/professionalism.

Application for approval is pending with the Colorado, Illinois, Texas, Virginia and Washington State Bars.

The regulations governing the activities of the Committee on Foreign Investment in the United States (CFIUS) and the German foreign direct investment review regime have both been evolving at an unprecedented pace in recent years as geopolitical events raise the level of risk stemming from foreign investments. While partly motivated by similar drivers, the U.S. and German approaches to foreign investment still differ significantly, adding a layer of regulatory complexity for multinational businesses navigating different regimes.

Hear from our experienced national security and CFIUS/FDI practitioners in the U.S. and Germany about the operation and impact of the CFIUS regime on the one hand and the German foreign direct investment review regime on the other and how they are examined in contrast to each other. We discuss:

1. The policy considerations shaping investment control laws in the U.S. and in Germany including its ties to the EU level;
2. The features of the German foreign direct investment review regime, its impact on multinational companies and its place within the EU’s broader regulatory ecosystem;
3. The features and recent developments of CFIUS;
4. How the German regime compares and contrasts CFIUS, and the practical implications resulting; and
5. Key developments to watch in this evolving geopolitical landscape.

---

---

PANELISTS:

Stephenie Gosnell Handler is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher, where she advises clients on complex legal, regulatory, and compliance issues relating to international trade, cybersecurity, and technology matters. Ms. Handler has significant experience advising clients on CFIUS and national security matters, as well as advising clients on diverse global cybersecurity and technology matters.

Sonja Ruttmann is an associate in the Munich office of Gibson, Dunn & Crutcher, where she advises clients on complex national and international private and public M&A, on private equity transactions as well as on the formation of joint ventures. Ms. Ruttmann has significant experience in advising clients on German foreign direct investment control topics and dealing with competent authorities.

Ellen Harte is an Associate Director in the Berlin office of FGS Global. She is a public affairs and foreign policy expert and advises clients on FDI screening, geopolitical matters, multilateral and sustainability positioning, and public affairs. Before joining FGS Global, Ellen worked as a career diplomat in the German Federal Foreign Office with postings in Berlin and abroad. Most recently, she was an advisor on export controls in the Ministry’s department for economics and coordinated Germany’s participation in various export control regimes.

---

MCLE CREDIT 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.

Join us for a 30-minute briefing covering several M&A practice topics. The program is the second in a series of quarterly webcasts designed to provide quick insights into emerging issues and practical advice on how to manage common M&A problems. Robert Little, co-chair of the firm’s Global M&A Practice Group, acts as moderator:

Topics discussed:

• Joe Orien discusses how to prepare for and manage cross-border M&A transactions
• Kristen Poole and Marshall King discuss the attorney-client privilege issues that arise in M&A transactions
• Krista Hanvey and Jamie France discuss the state of the art in M&A-related covenants not to compete, as well as the implications of the FTC’s proposed rule governing restrictive covenants

---

---

PANELISTS:

Krista P. Hanvey is a partner in Gibson, Dunn & Crutcher’s Dallas office. She is a Co-Chair of Gibson Dunn’s Employee Benefits and Executive Compensation Practice Group and Co-Partner-In-Charge in the firm’s Dallas office. She counsels clients of all sizes across all industries, both public and private, using a multi-disciplinary approach to compensation and benefits matters that crosses tax, securities, labor, accounting and traditional employee benefits legal requirements. Ms. Hanvey has significant experience with all aspects of executive compensation, health and welfare benefit plan compliance, and retirement plan compliance, planning, and transactional support. She also routinely advises clients with respect to general corporate and non-profit governance matters.

Marshall R. King is a partner in Gibson Dunn & Crutcher’s New York office and is a member of the firm’s Class Actions and Securities Litigation Practice Groups. He has extensive experience in commercial and business litigation matters, with particular focus on securities litigation, bankruptcy litigation, and disputes arising out of acquisitions. He often represents buyers or sellers in disputes arising out of acquisitions and has advised companies in disputes concerning their rights under bond indentures.

Robert B. Little is a partner in Gibson, Dunn & Crutcher’s Dallas office, and he is a Global Co-Chair of the Mergers and Acquisitions Practice Group. Mr. Little has consistently been named among the nation’s top M&A lawyers every year since 2013 by Chambers USA. His practice focuses on corporate transactions, including mergers and acquisitions, securities offerings, joint ventures, investments in public and private entities, and commercial transactions. Mr. Little has represented clients in a variety of industries, including energy, retail, technology, infrastructure, transportation, manufacturing, and financial services.

Joe Orien is a partner in Gibson, Dunn & Crutcher’s Dallas office. His practice focuses on complex business transactions, including mergers and acquisitions, joint ventures, growth and venture investments, minority investments, leveraged acquisitions, exits, complex strategic and commercial agreements, operating agreements and equity incentive structures, and advising on general corporate matters. He has represented a variety of public and private companies, investment funds and high-net-worth individuals and family offices in various industries, including financial services, marketing, infrastructure, retail and consumer products, energy, entertainment and technology, in transactions ranging in size from several millions to billions of dollars.

Kristen P. Poole is a partner in Gibson, Dunn & Crutcher’s New York office, where her practice focuses on mergers and acquisitions and private equity. Ms. Poole represents both public and private companies, as well as financial sponsors, in connection with mergers, acquisitions, divestitures, minority investments, restructurings, and other complex corporate transactions. She also advises clients with respect to general corporate governance matters and shareholder activism matters.

Jamie E. France is of counsel in Gibson, Dunn & Crutcher’s Washington, D.C. office. She is a member of the firm’s Antitrust and Competition Practice Group. Ms. France represents clients in merger and non-merger investigations before the Federal Trade Commission and the U.S. Department of Justice as well as in complex private and government antitrust litigation. She also counsels clients on antitrust merger and conduct matters and has been involved in representing targets of antitrust-related grand jury investigations by the DOJ. Ms. France’s experience encompasses a broad range of industries, including healthcare, consumer goods, retail, gaming, pharmaceuticals, wood products, and chemicals.

---

MCLE CREDIT 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 0.5 credit hour, of which 0.5 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 0.5 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.

Please join us for a discussion about the latest developments and trends in U.S. and international anti-money laundering (AML) and sanctions laws, regulations, and enforcement. In particular, we cover recent updates related to BSA/AML and sanctions rulemaking, legislation, and enforcement actions, and we discuss key areas of focus for enforcers, including digital assets, financial transactions involving Russia, proposed expansions of the BSA/AML regulatory regime, fintech partnerships, online marketplaces, ransomware, and emerging payment models. We also discuss compliance expectations and best practices, and what to expect for BSA/AML and sanctions in 2023 and beyond.

---

---

PANELISTS:

F. Joseph Warin is chair of the 250-person Litigation Department of Gibson Dunn’s Washington, D.C. office, and he is co-chair of the firm’s global White Collar Defense and Investigations Practice Group. Mr. Warin’s practice includes representation of corporations in 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. His clients include corporations, officers, directors and professionals in regulatory, investigative and trials involving federal regulatory inquiries, criminal investigations and cross-border inquiries by dozens of international enforcers.

Stephanie L. Brooker is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher. She is Co-Chair of the firm’s Global White Collar Defense and Investigations, Financial Institutions, and Anti-Money Laundering Practice Groups. She is a former federal prosecutor and the former Director of the Enforcement Division at the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN). As a prosecutor, Ms. Brooker investigated and prosecuted a broad range of white collar and other federal criminal matters, briefed and argued criminal appeals, and served as the Chief of the Asset Forfeiture and Money Laundering Section in the U.S. Attorney’s Office for the District of Columbia. Ms. Brooker’s practice focuses on internal investigations, regulatory enforcement defense, white-collar criminal defense, and compliance counseling. She handles 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); digital assets and fintech; securities, tax, and wire fraud, foreign influence; sensitive employee issues; and other legal issues. She routinely handles complex cross-border investigations. Ms. Brooker’s practice also includes BSA/AML and FCPA compliance counseling and deal due diligence and significant criminal and civil asset forfeiture matters.

M. Kendall Day is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher, where he is co-chair of Gibson Dunn’s Financial Institutions Practice Group, co-leads the firm’s Anti-Money Laundering practice, and is a member of the White Collar Defense and Investigations Practice Group. His practice focuses on internal investigations, regulatory enforcement defense, white-collar criminal defense, and compliance counseling. He represents financial institutions; fintech, crypto-currency, and 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.

Adam M. Smith is a partner in the Washington, D.C., office of Gibson, Dunn & Crutcher. He is an experienced international lawyer with a focus on international trade compliance and white collar investigations, including with respect to federal and state economic sanctions enforcement, CFIUS, the Foreign Corrupt Practices Act, embargoes, and export controls. Mr. Smith previously served in the Obama Administration as the Senior Advisor to the Director of the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) and as the Director for Multilateral Affairs on the National Security Council.

Ella Alves Capone is Of Counsel in the Washington, D.C. office of Gibson, Dunn & Crutcher. She is a member of the White Collar Defense and Investigations, Global Financial Regulatory, and Anti-Money Laundering practice groups. Ms. Capone’s practice focuses on advising multinational corporations and financial institutions on Bank Secrecy Act/anti-money laundering (BSA/AML), anti-corruption, sanctions, securities, and payments regulatory and enforcement matters. She has particularly extensive experience advising major banks, casinos, social media and gaming platforms, marketplaces, fintechs, payment service providers, and cryptocurrency businesses on regulatory compliance.

Chris Jones is a senior associate in the Los Angeles office of Gibson, Dunn & Crutcher and a member of the White Collar Defense and Investigations and Anti-Money Laundering practice groups. Mr. Jones has experience representing clients in a wide range of anti-corruption, anti-money laundering, litigation, sanctions, securities, and tax matters. He has represented various corporations, including a number of financial technology and cryptocurrency companies, in investigations by the DOJ, SEC, FinCEN, and OFAC.

---

MCLE CREDIT 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 hour, of which 2.0 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 2.0 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.

In a time of highly volatile markets and rising interest rates, convertible notes can be an effective financing or refinancing tool. Gibson Dunn attorneys Stewart McDowell, Eric Scarazzo, Melissa Barshop and Jennifer Sabin provide a 60-minute briefing on some key considerations for issuers considering convertible notes as a financing option.

---

In this webcast, Gibson Dunn professionals and the current and former Executive Directors of the Federal Permitting Improvement Steering Council discuss how the FAST-41 program can help major infrastructure projects cut through red tape and get shovels in the ground faster. For certain “covered projects,” FAST-41 requires all of the major agencies involved in the permitting process to coordinate their reviews, stick to a timeline, and be accountable for delays. It also reduces the NEPA statute of limitations to two years, down from six, for covered projects. We discuss the recent successes of FAST-41 and how more projects can take advantage of the program’s benefits. We also review recent legislative efforts to improve the federal permitting process and discuss opportunities for permitting process improvements in the 118th Congress.

---

---

PANELISTS: