In the current environment, public companies may find it more challenging to raise capital through traditional public offerings. Despite market volatility, 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 volatility.
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, M&A and ESG Practice Groups. Ms. Holmes’ practice focuses on capital markets, securities regulation, corporate governance and ESG counseling. She is Band 1 ranked by Chambers USA in capital markets for the energy industry and a recognized leader in Energy Transactions nationwide. Ms. Holmes represents issuers and underwriters in all forms of capital raising transactions, including sustainable financings, IPOs, registered offerings of debt or equity, private placements, and structured investments. Ms. Holmes also frequently advises companies, boards of directors, special committees and financial advisors in M&A transactions, conflicts of interest and special situations.
Eric Scarazzo is a partner in Gibson Dunn’s New York office. He is a member of the firm’s Capital Markets, Securities Regulation and Corporate Governance, Energy, M&A and Global Finance 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 over 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.
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.
Is antitrust becoming HR’s biggest headache? The antitrust enforcement agencies and plaintiffs’ attorneys alike continue to prioritize competition enforcement in labor markets. The antitrust agencies have been keenly focused on a variety of labor issues, including wage collusion, non-compete, non-solicit and confidentiality agreements, worker classification, earnings claims, franchising arrangements, and merger deals that impact labor, just to name a few. And class actions continue to be filed pressing these issues. How will this trend play out? This panel provides insights from the trenches with a particular focus on pitfalls to avoid.
PANELISTS:
Rachel S. Brass is a partner in the San Francisco office of Gibson, Dunn & Crutcher and co-chair of the Firm’s Antitrust and Competition Practice Group. She is a member of the firm’s Litigation Department where her practice focuses on investigations and litigation in the antitrust, labor, and employment areas. Ms. Brass also has extensive experience representing international and domestic clients in highstakes appellate litigation in the Supreme Court. She has special expertise in international matters and teaches an upper-level course in International Antitrust Law at Berkeley Law School.
Svetlana S. Gans is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher, where she helps clients navigate complex consumer protection, privacy, and competition related regulatory proceedings before the U.S. Federal Trade Commission (FTC), U.S. Department of Justice Antitrust Division, State Attorneys General and other enforcement bodies. Ms. Gans also assists on litigation matters and provides strategic counseling and advice related to public policy 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.
Julian W. Kleinbrodt is a litigation associate in the San Francisco office of Gibson, Dunn & Crutcher, where his practice focuses on antitrust and other complex civil litigation. Mr. Kleinbrodt has successfully represented clients across several industries through trial and appeal. He has represented clients in federal and state government investigations concerning employment, antitrust, and other competition issues. Mr. Kleinbrodt also regularly counsels companies in these areas.
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.
While Public Benefit Corporations (PBCs) have been around for a decade, with the increasing importance of environmental, social, and governance (ESG) considerations, their popularity has grown dramatically. Following the successful IPOs of several PBCs and the conversion of already publicly traded companies to PBCs over the past two years, many corporations are considering if becoming a PBC is right for them. In this webcast, lawyers from Gibson Dunn and Morris Nichols talk about what to consider when deciding if being a PBC is right for you. In particular, they discuss the following:
- How is a PBC different from a traditional corporation?
- How does a corporation become a PBC?
- What are the requirements that come with being a PBC?
- What are the risks and benefits of being a PBC?
- What is the difference between a PBC and a B Corp?
PANELISTS:
Stephen Glover is a partner in Gibson Dunn’s Washington, D.C. office and has served as Co-Chair of the firm’s Mergers and Acquisitions Practice Group. Mr. Glover has an extensive practice representing public and private companies in complex mergers and acquisitions, strategic alliances and joint ventures, as well as other corporate matters. Mr. Glover’s clients include large public corporations, emerging growth companies and middle market companies in a wide range of industries. He also advises private equity firms, individual investors and others.
Julia Lapitskaya is a partner in Gibson Dunn’s New York office and a member of the firm’s Securities Regulation and Corporate Governance practice group. Ms. Lapitskaya advises clients on a wide range of securities and corporate governance matters, with a focus on SEC and listing exchanges’ compliance and reporting requirements, corporate governance best practices, annual meeting matters, shareholder activism, board and committee matters, ESG and executive compensation disclosure issues, including as part of initial public offerings and spin-off transactions.
Harrison A. Korn is an associate in the Washington, D.C. office of Gibson, Dunn & Crutcher, where he is a member of the firm’s corporate department. His practice focuses on public and private mergers and acquisitions, the formation and operation of private equity and hedge funds, and capital markets and other corporate transactions, as well as general corporate matters, including securities law compliance and corporate governance.
Melissa DiVincenzo is a partner at the Wilmington, Delaware law firm Morris Nichols. Ms. DiVincenzo provides advice on corporate governance matters and private and public corporate transactions, including initial public offerings, mergers, asset sales, domestications, dissolutions and financing transactions. She has a specialized knowledge of Delaware law when structuring transactions and confronting complex or novel corporate 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 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 0.75 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 webcast provides analysis of the significant and high-profile cases before the Supreme Court this Term, including those affecting the business community.
PANELISTS:
Rachel S. Brass is a partner in the San Francisco office of Gibson, Dunn & Crutcher and co-chair of the Firm’s Antitrust and Competition Practice Group. She is a member of the firm’s Litigation Department where her practice focuses on investigations and litigation in the antitrust, labor, and employment areas. Ms. Brass has extensive experience representing international and domestic clients in high-stakes appellate litigation in the Supreme Court, as well as Federal and state appellate courts throughout the United States.
Ms. Brass’s extensive antitrust and competition experience includes litigation and trial of indirect and direct purchaser claims, international cartel matters, mergers and acquisitions, grand jury investigations, and other antitrust investigations by the Federal Trade Commission, United States Department of Justice, European Commission, Canadian Competition Bureau, Korean Fair Trade Commission, Japan Fair Trade Commission and Australian Competition and Consumer Commission, as well as litigation in trial and appellate courts.
Blaine H. Evanson’s practice focuses on complex commercial litigation both in the trial court and on appeal. He is a member of the firm’s Appellate and Constitutional Law, Class Actions, Labor and Employment, and Intellectual Property practice groups.
Mr. Evanson has represented clients in a wide variety of appellate matters in the Supreme Court of the United States and federal and state appellate courts around the country. He has briefed several dozen appeals across almost every federal court of appeals and many state appellate courts, and has argued several appeals in the Ninth Circuit and California’s Courts of Appeal. In the trial court, Mr. Evanson has broad commercial litigation experience, particularly with complex motion practice before, during, and after trial.
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.
Class actions have gradually taken root outside the US in recent years. We highlight common pitfalls and early advocacy problems that defendants typically face in these new regimes and provide an overview in which direction international class actions will develop in the years to come.
View Slides (PDF)
PANELISTS:
Eric Bouffard is a French qualified partner in the Paris office of Gibson Dunn & Crutcher, where he serves as a member of the firm’s International Arbitration, Litigation and Business Restructuring Practice Groups. Mr. Bouffard is particularly active in cross-border litigation, commercial arbitration, commercial law (including insolvency and recovery of debt), industrial risk (latent defects, interruption of production, delay and disruption claims, consequential losses), international trade and insurance before both judicial courts and arbitral tribunals. He is regularly involved in M&A disputes, shareholders and more generally project partners disputes.
Jean-Pierre Farges is a partner in the Paris office of Gibson, Dunn & Crutcher LLP, Global Co-Chair of the firm’s Business Restructuring & Reorganization Practice Group and member of the firm’s Litigation Practice Group. Mr. Farges specializes in complex M&A litigation, arbitration, industrial risk, construction, international trade, insurance, reinsurance, equity capital insolvency dispute matters and public and administrative law disputes and regulatory issues. He has been involved in a number of major disputes before state courts and arbitral tribunals, acting for banks, funds companies and listed industrial companies.
Osma Hudda is an English qualified partner in Gibson, Dunn & Crutcher’s London office and is a member of the Firm’s Dispute Resolution Group. Ms. Hudda has broad-based dispute resolution experience including litigation, international arbitration and regulatory investigations. Ms. Hudda’s litigation experience has involved representing clients in Employment Tribunals, the High Court and Court of Appeal. In arbitration she has represented clients from a wide variety of industries, particularly oil & gas, before arbitral tribunals including the ICC and LCIA. She has also defended companies involved in regulatory investigations in the UK and internationally as well as assisting clients in large scale internal investigations and related compliance issues.
Markus Rieder is a partner in the Munich office of Gibson, Dunn & Crutcher. He is a member of the firm’s Class Actions, Transnational Litigation, Securities Litigation and International Arbitration Groups. Mr. Rieder focuses his practice on complex commercial litigation, both domestic and cross-border, and national and international arbitration, as well as on compliance and white collar defense. He has substantial experience in the automotive, industrial and manufacturing sectors. Mr. Rieder is regularly recommended by the leading legal publications.
Cassie Aprile is a dual-qualified Associate in the London office of Gibson, Dunn & Crutcher, practising in the firm’s Dispute Resolution Group. Ms. Aprile qualified as a solicitor in Australia in 2010, and as a solicitor in England & Wales in 2018. Ms. Aprile specialises in commercial litigation and has experience advising clients on a broad range of complex disputes across various industry sectors, including mining and energy, property, development, banking and general commercial. Most recently, Ms. Aprile has assisted in the defence of a UK retailer in the largest private sector equal pay claim to be heard in the English courts.
Alexander Horn is an associate in the Munich office of Gibson, Dunn & Crutcher. He is a member of the firm’s Litigation, Class Actions, Securities Litigation, Transnational Litigation and International Arbitration Practice Groups. Mr. Horn has experience in a wide variety of complex litigation and international arbitration matters. This includes several contract, post-M&A, and corporate disputes before German Regional Courts as well as representing a financial services company in Germany’s largest arbitration to date. Handelsblatt / The Best Lawyers™ in Germany 2021/2022 have recognized Mr. Horn in the inaugural list “Ones to Watch” for International Arbitration.
Lauren Blas is a partner in the Los Angeles office of Gibson, Dunn & Crutcher where her practice focuses on class actions, labor and employment litigation, and complex commercial litigation in the trial courts and on appeal.
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.
Congress continues to debate enactment of the Build Back Better Act, which is expected to include major changes to the federal tax law. Meanwhile, other recently enacted tax legislation, including the sweeping tax reform enacted in 2017, continues to generate significant regulatory activity at the Treasury Department and IRS. And recent increases in IRS funding are leading to an uptick in audit activity for the first time in many years, focused in part on partnerships and multi-national businesses.
This panel provides an overview of these legislative, regulatory and enforcement developments.
View Slides (PDF)
PANELISTS:
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.
Issuers are facing increasing calls from stakeholders and regulators, as well as within their own organizations, to proactively address ESG across their business footprint. The heightened focus on ESG impacts the way issuers, underwriters and lenders participate in capital raising. Join us in a recorded presentation for a discussion on the new opportunities, products, challenges and requirements.
PANELISTS:
Crystal Simpson is a Managing Director in Evercore’s advisory business and heads the Energy Equity Capital Markets group, which includes Sustainable Energy & Clean Technology, Oil & Gas, Power & Utilities, Mining and Chemicals. She focuses on the origination and execution of public and private equity and equity-like transactions. Ms. Simpson has worked with Energy companies for 21 years. She joined Evercore in 2019 and was previously a managing director at Barclays and co-head of the Natural Resources Equity Capital Markets group. She joined Lehman Brothers in 2001 as part of the Natural Resources coverage group and gained extensive experience across the spectrum of investment banking transactions, including mergers and acquisitions, restructurings and capital raises. Ms. Simpson has spent 18 years in Equity Capital Markets, originating and executing initial public offerings, follow-ons, equity-linked offerings, private investments in public equities (PIPEs), private convertible preferred offerings and pre-IPO private capital for energy companies.
Aaron Briggs is a partner in Gibson Dunn’s San Francisco office and a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Mr. Briggs’ practice focuses on advising technology, life sciences and other companies and their boards of directors on a wide range of securities and governance matters, including ESG, corporate governance, SEC disclosure and compliance, shareholder activism, executive compensation, investor communications, disclosure effectiveness and stakeholder engagement matters. Prior to re-joining the firm in 2018, Mr. Briggs served as Executive Counsel – Corporate, Securities & Finance at General Electric. In addition, Mr. Briggs was named Corporate Governance Professional of the Year by Corporate Secretary Magazine.
Yair Galil is of counsel in Gibson Dunn’s New York office and a member of the firm’s Global Finance, Business Restructuring and ESG Practice Groups. Mr. Galil’s experience includes representation of sponsors, issuers, financial institutions and investment funds in complex financing transactions. The business contexts for these transactions have ranged from corporate finance (including sustainability-linked credit facilities), to leveraged acquisitions and dividend recaps, to debt buybacks and other out-of-court capital restructuring transactions, to debtor-in-possession and bankruptcy exit financings. He also frequently performs credit analyses on a borrower’s debt instruments, and advises on vulnerabilities and potential restructuring approaches.
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, M&A and ESG Practice Groups. Ms. Holmes’ practice focuses on capital markets, securities regulation, corporate governance and ESG counseling. She is Band 1 ranked by Chambers USA in capital markets for the energy industry and a recognized leader in Energy Transactions nationwide. Ms. Holmes represents issuers and underwriters in all forms of capital raising transactions, including sustainable financings, IPOs, registered offerings of debt or equity, private placements, and structured investments. Ms. Holmes also frequently advises companies, boards of directors, special committees and financial advisors in M&A transactions, conflicts of interest and special situations.
Jason Meltzer is a partner in Gibson Dunn’s Washington, D.C. office and a member of the firm’s Litigation Department and Class Actions and ESG Practice Groups. Mr. Meltzer has experience in a wide range of complex commercial litigation, with an emphasis on securities and consumer products class action defense. Mr. Meltzer also has extensive experience representing clients in antitrust, mass tort, breach of contract, commercial fraud, insurance and merger-related litigation. Mr. Meltzer routinely counsels Fortune 100 companies on minimizing litigation risks in connection with their ESG disclosures, has authored several publications on the topic, and has defended multiple class actions challenging ESG statements as false or misleading.
Robyn Zolman is Partner-in-Charge of the Denver office of Gibson, Dunn & Crutcher and a member of the firm’s Corporate Transactions Practice Group. Her practice is concentrated in securities regulation and capital markets transactions. Ms. Zolman represents clients in connection with public and private offerings of equity and debt securities, tender offers, exchange offers, consent solicitations and corporate restructurings. She also advises clients regarding securities regulation and disclosure issues and corporate governance matters, including Securities and Exchange Commission reporting requirements, stock exchange listing standards, director independence, board practices and operations, and insider trading compliance. She provides disclosure counsel to clients in a number of industries, including energy, telecommunications, homebuilding, consumer products and biotechnology.
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 1.25 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.
When buyers and sellers negotiate acquisition agreements, they often spend a significant percentage of their negotiating time working out the terms of the provisions that govern adjustments to the purchase price. Purchase price adjustment mechanics are also a frequent cause of post-closing disputes between buyers and sellers. In this recorded webcast, Gibson Dunn lawyers and an accounting expert examine purchase price adjustments in detail. The webcast includes discussions of the following:
- A review of the issues that arise in negotiating purchase price adjustment provisions, and drafting tips for corporate counsel
- A discussion of the common sources of post-closing adjustment disputes, and accountants’ views on how these disputes may be resolved
- A litigator’s views on litigating purchase price adjustment disputes
PANELISTS:
Stephen Glover is a partner in Gibson Dunn’s Washington, D.C. office and has served as Co-Chair of the firm’s Mergers and Acquisitions Practice Group. Mr. Glover has an extensive practice representing public and private companies in complex mergers and acquisitions, strategic alliances and joint ventures, as well as other corporate matters. Mr. Glover’s clients include large public corporations, emerging growth companies and middle market companies in a wide range of industries. He also advises private equity firms, individual investors and others.
Michelle M. Gourley is a partner in Gibson Dunn’s Orange County office and is a member of the firm’s Corporate Department. Ms. Gourley practices general corporate and business law, with a focus on mergers and acquisitions and general corporate counseling. Ms. Gourley has significant experience with domestic and international transactions, including acquisitions, mergers, round financings and buy-out options across numerous industries such as manufacturing, medical device and software. Ms. Gourley regularly provides advice to senior management and boards of private companies in connection with their day-to-day operations.
Ron Hauben is senior counsel in Gibson Dunn’s New York office and Co-Chair of the firm’s Accounting Firm Advisory and Defense Practice Group. Mr. Hauben’s practice focus is on bringing the full scope of the firm’s legal services to the accounting profession, including regulatory enforcement and litigation defense, corporate governance, counseling and advice on a wide range of risk, crisis management and professional practice issues. Mr. Hauben also has extensive experience counseling with public and private company boards and management on the role of independent auditors and the importance of the independent audit to stakeholders and capital markets.
Marshall R. King is a partner in Gibson Dunn’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.
Christen Morand is a partner at Ernst & Young LLP in the Forensic & Integrity Services practice. She provides litigation support services and alternative dispute resolution services on a variety of matters, including expert testimony, post-transaction disputes, purchase price disputes and analysis and resolution of transaction or contractual provisions. Ms. Morand’s experience in providing arbitration and expert testimony services includes net working capital disputes, earn-out disputes, GAAP vs historical consistency issues, GAAP vs IFRS issues and other complex accounting issues. She also has experience conducting accounting and financial fraud investigations, including revenue recognition, asset misappropriation and earnings 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 1.25 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.
Prospective joint venture partners frequently spend many hours discussing governance matters because they understand strong governance can be a key to venture success. In this recorded webcast, experts from Gibson Dunn and Ankura Consulting talk about designing an effective joint venture governance system. In particular, they discuss the following:
- Why joint venture governance matters, and the relationship between governance and venture performance
- How to make decisions regarding board structure and composition, including board size, quorum requirements, and the role of independent directors, observers, and committees
- How to manage fiduciary duties and other conflicts of interest joint venture board directors face
- What practical steps can be taken to ensure that governance processes continue to operate smoothly after the venture commences operation, and as the venture evolves over time
PANELISTS:
Stephen Glover is a partner in Gibson Dunn’s Washington, D.C. office and has served as Co-Chair of the firm’s Mergers and Acquisitions practice group. Mr. Glover has an extensive practice representing public and private companies in complex mergers and acquisitions, strategic alliances and joint ventures, as well as other corporate matters. Mr. Glover’s clients include large public corporations, emerging growth companies and middle market companies in a wide range of industries. He also advises private equity firms, individual investors and others.
Alisa Babitz is of counsel in Gibson Dunn’s Washington, D.C. office. She is a member of the firm’s Mergers and Acquisitions practice group. Ms. Babitz advises public and private companies on a wide range of general corporate, securities and M&A matters including acquisitions, dispositions and other business combinations; strategic alliances and joint ventures; public and private securities offerings; and venture capital investments.
James Bamford is a Senior Managing Director at Ankura and Head of the Joint Venture and Partnership Practice. He joined Ankura with the firm’s 2020 acquisition of Water Street Partners, which he co-founded in 2008. Mr. Bamford serves a global client base on joint venture transactions, governance, restructurings, and other partnership issues. He has advised clients on more than 200 venture transactions valued at more than $300 billion. He has served clients across multiple industries and in more than 50 countries. Mr. Bamford is author of two books and more than 100 articles on joint ventures and alliances.
Tracy Pyle is a Managing Director in Ankura’s Joint Venture and Partnership Practice. Ms. Pyle advises clients on joint ventures, partnerships, and alliances across the entire lifecycle of a partnership – from formation through launch, management, restructuring, and exit. She also advises companies on managing a portfolio of joint ventures. Ms. Pyle has written on the subject of joint ventures in numerous publications, including Sloan Management Review and the Harvard Law School Forum on Corporate Governance.
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 1.5 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 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 March 2022, the Securities and Exchange Commission approved a rule proposal for new climate change disclosure requirements for both U.S. public companies and foreign private issuers. In this webcast, a panel of Gibson Dunn lawyers provides an overview of the proposed requirements and discuss the key takeaways and the impact the proposal, if adopted, would have on public companies.
PANELISTS:
Aaron Briggs is a partner in Gibson Dunn’s San Francisco office and a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Mr. Briggs’ practice focuses on advising technology, life sciences and other companies and their boards of directors on a wide range of securities and governance matters, including ESG, corporate governance, SEC disclosure and compliance, shareholder activism, executive compensation, investor communications, disclosure effectiveness and stakeholder engagement matters. Prior to re-joining the firm in 2018, Mr. Briggs served as Executive Counsel – Corporate, Securities & Finance at General Electric. In addition, Mr. Briggs was named Corporate Governance Professional of the Year by Corporate Secretary Magazine.
Anne Champion is a partner in Gibson Dunn’s New York office and a member of the firm’s Transnational Litigation, Environmental Litigation, Media Law, and Intellectual Property Practice Groups. Ms. Champion has played a lead role in a wide range of high-stakes litigation matters, including trials. Her practice focuses on complex international disputes, including RICO, fraud, and tort claims, and includes federal and state court litigation and international arbitration. She also has significant experience in First Amendment and intellectual property disputes.
Tom Kim is a partner in Gibson Dunn’s Washington, D.C. office and 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 involving disclosure, registration and auditor independence issues. 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.
Lori Zyskowski is a partner in Gibson Dunn’s New York office and Co-Chair of the firm’s Securities Regulation and Corporate Governance Practice Group. Ms. Zyskowski advises clients, including public companies and their boards of directors, on corporate governance and securities disclosure matters, with a focus on Securities and Exchange Commission reporting requirements, proxy statements, annual shareholders meetings, director independence issues, proxy advisory services, and executive compensation disclosure best practices. She also focuses on advising companies on environmental, social and governance, or ESG, disclosures. Ms. Zyskowski also advises on board succession planning and board evaluations and has considerable experience advising nonprofit organizations on governance matters.
Brian A. Richman is an associate in Gibson Dunn’s Washington, D.C. office and a member of the firm’s Appellate and Constitutional Law, and Administrative Law and Regulatory practice groups. Mr. Richman focuses his practice on high-stakes appellate, administrative law, and complex litigation matters. He regularly litigates constitutional and statutory issues in courts around the country and represents clients in challenging and defending regulatory action by administrative agencies, with an emphasis on securities and financial services 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.
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.
Please join our distinguished panelists for a recorded discussion about the U.S. Sentencing Guidelines and how they apply in corporate enforcement actions. They discuss issues arising in white collar matters and strategies that can impact the calculation of the Sentencing Guidelines fine range, including gain from the offense, corporate recidivism, and cooperation, among other issues. Another area of focus is how the Guidelines address corporate compliance programs and how organizations can position themselves for maximum credit.
PANELISTS:
Stephanie Brooker is former Director of the Enforcement Division at the U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) and previously served as the Chief of the Asset Forfeiture and Money Laundering Section in the U.S. Attorney’s Office for the District of Columbia and as a trial attorney for several years. Ms. Brooker co-chairs Gibson Dunn’s global White Collar Defense and Investigations, Anti-Money Laundering, and Financial Institutions Practice Groups. She represents financial institutions, multi-national companies, and individuals in connection with BSA/AML, sanctions, anti-corruption, securities, tax, wire fraud, crypto currency, and workplace misconduct matters. Her practice also includes compliance counseling and corporate deal due diligence and significant criminal and civil asset forfeiture matters. She routinely handles complex cross-border investigations. Ms. Brooker has been named a National Law Journal White Collar Trailblazer and a Global Investigations Review Top 100 Women in Investigations.
Kendall Day is a partner in the Washington, D.C. office, 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. Prior to joining Gibson Dunn, Mr. Day had a distinguished 15-year career as a white collar prosecutor with the Department of Justice (DOJ), rising to the highest career position in the DOJ’s Criminal Division as an Acting Deputy Assistant Attorney General (DAAG). 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/Bank Secrecy Act, 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.
Michael S. Diamant is a partner in the Washington, D.C. office and a member of the firm’s White Collar Defense and Investigations Practice Group. His practice focuses on white collar criminal defense, internal investigations, and corporate compliance. He represents clients in an array of matters, including accounting and securities fraud, antitrust violations, and environmental crimes, before law enforcement and regulators like the U.S. Department of Justice and the Securities and Exchange Commission. Mr. Diamant also regularly advises major corporations on the structure and effectiveness of their compliance programs.
Patrick F. Stokes is co-chair of the Anti-Corruption and FCPA Practice Group. Previously, he headed the DOJ’s FCPA Unit, managing the DOJ’s FCPA enforcement program and all criminal FCPA matters throughout the United States, covering every significant business sector, and including investigations, trials, and the assessment of corporate anti-corruption compliance programs and monitorships. He also co-headed the DOJ Fraud Section’s Securities & Financial Fraud Unit focusing on major corporate financial fraud investigations and trials, and he served as an assistant United States attorney in the Eastern District of Virginia. His practice focuses on internal corporate investigations and enforcement actions regarding corruption, securities fraud, and financial institutions fraud.
Elizabeth Niles practices in Gibson Dunn’s Litigation Department, focusing on white collar criminal defense and investigations, employment law, and complex commercial litigation. Ms. Niles regularly represents a diverse range of clients, including major multinational corporations, in criminal, regulatory, and internal investigations. Her practice includes advising clients under investigation by regulators; coordinating and conducting witness interviews, document reviews, and productions; working with in-house legal, audit, and compliance teams; preparing presentations and reports; and preparing subject matter experts for meetings with government agencies.
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 1.5 credit hour, of which 1.5 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 1.5 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.
The United States and the European Union have issued or announced new export controls targeting Russia, Belarus, and the Russia-backed separatist regions of Ukraine known as the Donetsk People’s Republic and the Luhansk People’s Republic. These new controls include a substantial expansion of item-based licensing requirements, an extension of export licensing requirements to new products using or made with certain controlled software and technology, an expansion of military end use and end user controls, changes to the license review policy, and the modification of existing license exceptions for the Russia- and Belarus-specific context. More recent changes include prohibitions on the export of oil and gas refining equipment, bank notes, and luxury goods.
These changes, and concurrent Entity List designations, reflect significant export controls cooperation both internationally and between U.S. government agencies. As tensions continue to rise, we will likely see more series of tools from the NATO countries and their allies to exert economic pressure on Russia to deescalate the ongoing crisis in Ukraine and withdraw its army from Ukraine’s borders. Hear from our experts about these developments and how companies should proactively assess their exposure to the export controls measures being discussed.
MODERATOR:
David Burns is Co-Chair of the firm’s National Security Practice Group and a partner in the Washington, D.C. office. He previously served in senior positions in both the Criminal Division and National Security Division of the U.S. Department of Justice, most recently as Acting Assistant Attorney General of the Criminal Division. Mr. Burns represents corporations and executives in federal, state, and regulatory investigations involving sanctions and export controls, theft of trade secrets and economic espionage, securities and commodities fraud, international and domestic cartel enforcement, and other health care, government contracting, and accounting fraud matters.
PANELISTS:
Patrick Doris is a partner in the London office advising financial sector clients and others on OFAC and EU sanctions violations, responses to major cyber-penetration incidents, and other matters relating to national supervisory and regulatory bodies. Mr. Doris’ practice also includes transnational litigation, cross-border investigations, and compliance advisory for clients including major global investment banks, global corporations, leading U.S. operators in the financial sectors, and global manufacturing companies, among others.
Christopher T. Timura is Of Counsel in the Washington D.C. office. He counsels clients on compliance with U.S. and international customs, export controls, and economic sanctions law and represents them before the departments of State (DDTC), Treasury (OFAC and CFIUS), Commerce (BIS), Homeland Security (CBP and ICE), and Justice in voluntary and directed disclosures, civil and criminal enforcement actions and investment reviews. Working with in-house counsel, boards, and other business personnel, he helps to identify and leverage existing business processes to integrate international trade compliance, and CSR-related data gathering, analysis, investigation, and reporting throughout client business operations.
Richard Roeder is an associate in the Munich office who was previously seconded to the Washington, D.C. office and worked with the firm’s U.S. sanctions and export control team and assisted clients in managing the challenges posed by the divergence between U.S. and EU economic and financial sanctions. He advises clients in the banking, insurance, automotive, mining, oil and gas, healthcare and information technology industries in the areas of sanctions, anti-money-laundering and anti-corruption compliance.
Lindsay Wardlaw is a consultant at Amalie Trade Compliance Consulting. Ms. Wardlaw advises clients on building and enhancing their trade compliance programs. Previously, Ms. Wardlaw worked as an associate at Gibson Dunn in the Washington, D.C. office, specializing in export controls, sanctions, antiboycott, customs, and CFIUS matters.
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The United States, the European Union, the United Kingdom, Australia, Japan and other countries have issued or announced sanctions and export controls targeting Russia and the Russia-backed separatist regions of Ukraine known as the Donetsk People’s Republic and the Luhansk People’s Republic. The United States took the first step by issuing broad jurisdiction-based sanctions on the two regions, similar to the existing sanctions on the Crimea region of Ukraine, and followed up with additional sanctions targeting Russia’s financial system. NATO allies also announced sanctions—including targeted designations by the United Kingdom and a sanctions package by the European Union—and non-NATO allies promised or implemented tough sanctions in close coordination. As tensions continue to rise, we continue to see more series of tools from the NATO countries and their allies to exert economic pressure on Russia to deescalate the ongoing crisis in Ukraine and withdraw its army from Ukraine’s borders.
Hear from our experts about these developments and how companies should proactively assess their exposure to the sanctions and export controls measures being discussed.
MODERATOR:
David A. Wolber is a Registered Foreign Lawyer (New York) in Hong Kong and Of Counsel in the Hong Kong office of Gibson, Dunn & Crutcher. He is a member of the firm’s International Trade Practice Group. Mr. Wolber assists clients around the world in understanding and navigating complex legal, compliance, reputational, political and other risks arising out of the interplay of various international trade, national security and financial crime laws and regulations, with particular expertise advising clients on economic and trade sanctions, export controls, foreign direct investment controls/CFIUS, anti-money laundering (AML) and anti-bribery and anti-corruption (ABC) laws and regulations.
PANELISTS:
Patrick Doris is a partner in the London office whose practice includes transnational litigation, cross-border investigations, and compliance advisory for clients including major global investment banks, global corporations, leading U.S. operators in the financial sectors, and global manufacturing companies, among others. He advises financial sector clients and others on OFAC and EU sanctions violations, responses to major cyber-penetration incidents, and other matters relating to national supervisory and regulatory bodies.
Christopher T. Timura is Of Counsel in the Washington D.C. office. He counsels clients on compliance with U.S. and international customs, export controls, and economic sanctions law and represents them before the departments of State (DDTC), Treasury (OFAC and CFIUS), Commerce (BIS), Homeland Security (CBP and ICE), and Justice in voluntary and directed disclosures, civil and criminal enforcement actions and investment reviews. Working with in-house counsel, boards, and other business personnel, he helps to identify and leverage existing business processes to integrate international trade compliance, and CSR-related data gathering, analysis, investigation, and reporting throughout client business operations.
Richard Roeder is an associate in the Munich office who was previously seconded to the Washington, D.C. office and worked with the firm’s U.S. sanctions and export control team and assisted clients in managing the challenges posed by the divergence between U.S. and EU economic and financial sanctions. He advises clients in the banking, insurance, automotive, mining, oil and gas, healthcare and information technology industries in the areas of sanctions, anti-money-laundering and anti-corruption compliance.
Claire Yi is an associate in the Washington, D.C. office. She is a member of the firm’s International Trade and White Collar Defense and Investigations Practice Groups. Ms. Yi received her Juris Doctor, magna cum laude, from Harvard Law School, where she was an Articles Editor for Harvard International Law Journal. During law school, she served as an intern for the Compliance and Business Risk Department at the World Bank-International Finance Corporation, for the Office of the Inspector General at the State Department, and for the Office of the Legal Adviser at the State Department.
The United States, the European Union, the United Kingdom, Australia, and Japan issued or announced sanctions targeting Russia and the Russia-backed separatist regions of Ukraine known as the Donetsk People’s Republic and the Luhansk People’s Republic. The United States took the first step by issuing broad jurisdiction-based sanctions on the two regions, similar to the existing sanctions on the Crimea region of Ukraine, and followed up with additional sanctions targeting Russia’s financial system. NATO allies also announced sanctions—including targeted designations by the United Kingdom and a sanctions package by the European Union—and non-NATO allies promised tough sanctions in close coordination. As tensions continue to rise, we will likely see more series of tools from the NATO countries and their allies to exert economic pressure on Russia to deescalate the ongoing crisis in Ukraine and withdraw its army from Ukraine’s borders.
Hear from our experts about these developments and how companies should proactively assess their exposure to the sanctions and export controls measures being discussed.
MODERATOR:
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.
PANELISTS:
Patrick Doris is a partner in the London office whose practice includes transnational litigation, cross-border investigations, and compliance advisory for clients including major global investment banks, global corporations, leading U.S. operators in the financial sectors, and global manufacturing companies, among others. He advises financial sector clients and others on OFAC and EU sanctions violations, responses to major cyber-penetration incidents, and other matters relating to national supervisory and regulatory bodies.
Richard Roeder is an associate in the Munich office who was previously seconded to the Washington, D.C. office and worked with the firm’s U.S. sanctions and export control team and assisted clients in managing the challenges posed by the divergence between U.S. and EU economic and financial sanctions. He advises clients in the banking, insurance, automotive, mining, oil and gas, healthcare and information technology industries in the areas of sanctions, anti-money-laundering and anti-corruption compliance.
Adam Smith is a partner in the Washington, D.C. office and a highly experienced international trade lawyer. Mr. Smith previously served in the Obama Administration as the Senior Advisor to the Director of OFAC and as the Director for Multilateral Affairs on the National Security Council. Mr. Smith 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.
Claire Yi is an associate in the Washington, D.C. office and a member of the firm’s International Trade and White Collar Defense and Investigations Practice Groups. Ms. Yi’s background includes having interned in the Compliance and Business Risk Department at the World Bank-International Finance Corporation, in the Office of the Inspector General at the State Department, and in the Office of the Legal Adviser at the State Department.
In the current market environment, strong pre-IPO readiness can position companies to more swiftly access IPO market windows. This recorded presentation explores preliminary planning, structuring and governance considerations for private companies considering an IPO. Our lawyers also discuss alternative exit strategies and how steps taken to prepare for an IPO can be beneficial to companies that ultimately do not go public. Join our team of capital markets panelists in the first installment of our 2022 Series – IPO and Public Company Readiness.
PANELISTS:
Aaron Briggs is a partner in Gibson Dunn’s San Francisco office, where he works in the firm’s Securities Regulation and Corporate Governance practice group. Mr. Briggs’ practice focuses on advising public companies of all sizes (from pre-IPO to mega-cap), with a focus on technology and life sciences companies, on a wide range of disclosure, compliance, corporate governance, investor communications and ESG matters. Prior to re-joining the firm in 2018, Mr. Briggs served as Executive Counsel – Corporate, Securities & Finance at GE.
Evan M. D’Amico is a partner in Gibson Dunn’s Washington, D.C. office, 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. Mr. D’Amico has particular expertise in advising special purpose acquisition companies (SPACs), operating companies and investors in connection with SPAC business combinations and financing transactions.
Julia Lapitskaya is a partner in Gibson Dunn’s New York office and a member of the firm’s Securities Regulation and Corporate Governance practice group. Ms. Lapitskaya advises clients on a wide range of securities and corporate governance matters, with a focus on SEC and listing exchanges’ compliance and reporting requirements, corporate governance best practices, annual meeting matters, shareholder activism, board and committee matters, ESG and executive compensation disclosure issues, including as part of initial public offerings and spin-off transactions.
Eric M. Scarazzo is a partner in Gibson Dunn’s New York office. He is a member of the firm’s Capital Markets, Securities and Regulation and Corporate Governance, Power and Renewables, Global Finance, and Mergers and 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 over 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.
Harrison Tucker is an associate in Gibson Dunn’s Houston office, where he currently practices with the firm’s Capital Markets, Mergers and Acquisitions and Securities Regulation and Corporate Governance practice groups. He represents public and private businesses in a broad range of corporate and securities matters. Mr. Tucker represents issuers and investment banking firms in both equity and debt offerings, including Rule 144A offerings. His practice also includes mergers and acquisitions and general corporate concerns, including Exchange Act reporting and corporate governance.
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.
The real estate leasing market is booming in some locations and industries, but restructurings may be on the horizon with rising interest rates and the ongoing impact of COVID. Join our panel of experts for a recorded discussion on how leases could be treated in bankruptcy, including (a) whether the leases will be treated as “residential” or “non-residential” and why you should care; (b) whether your master lease will withstand an attempt to treat it as severable, capable of partial rejection and assumption; (c) whether your lease could be recharacterized as an unsecured disguised financing; (d) the enforceability of a right of first refusal; and (e) the impact of bankruptcy on a month-to-month tenancy, as well as strategies you can implement now to mitigate risks in the next cycle.
PANELISTS:
Robert A. Klyman is a Partner in the Los Angeles office of Gibson, Dunn & Crutcher and Co-Chair of Gibson Dunn’s Business Restructuring and Reorganization Practice Group. In his international practice, Mr. Klyman represents companies, lenders, ad hoc groups of secured and unsecured creditors, acquirers and boards of directors in all phases of restructurings and workouts. His experience includes representing lenders and bondholders in complex workouts; advising debtors in connection with traditional, prepackaged and ‘pre-negotiated’ bankruptcies; counseling strategic and financial players who acquire debt or provide financing as a path to take control of companies in bankruptcy; structuring and implementing numerous asset sales through Section 363 of the Bankruptcy Code; and litigating complex bankruptcy and commercial matters arising in chapter 11 cases, both at trial and on appeal.
Steven Klein is a Partner in the New York office of Gibson, Dunn & Crutcher and is a member of Gibson Dunn’s Real Estate Practice Group. Mr. Klein’s practice covers a broad range of real estate transactions, including acquisitions and dispositions, joint ventures, financings, leasing, construction and development, restructurings and recapitalizations. He also has substantial experience in REIT offerings, REIT mergers and formation of investment funds. He has advised clients on securitized funding agreements, permanent and mezzanine loan agreements, loan restructuring agreements, partnership and limited liability company agreements, private placement memoranda, property management agreements, retail and office leases and regional shopping centre agreements.
Kim Schlanger is a Partner in the Houston office of Gibson, Dunn & Crutcher and a member of the firm’s Real Estate Practice Group. Ms. Schlanger’s practice covers a broad range of commercial real estate transactions, including advising developers and investors in connection with the development, financing, acquisition and disposition of a variety of asset classes, including office buildings, multi-family developments, hotels and mixed-use projects throughout the United States. She has been involved in the development of many landmark buildings across the country. Ms. Schlanger has extensive experience in the structuring and negotiation of joint venture agreements (both single-asset and “programmatic”) for the purpose of commercial and residential real estate acquisition and development.
Matthew G. Bouslog is Of Counsel in the Orange County office of Gibson, Dunn & Crutcher LLP where he practices in the firm’s Business Restructuring and Reorganization Practice Group. Mr. Bouslog specializes in representing companies in complex restructuring matters. Mr. Bouslog was recognized in 2021 Best Lawyers: Ones to Watch for his work in (i) Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law and (ii) Real Estate Law. Mr. Bouslog frequently represents debtors, creditors, and other interested parties in out-of-court and in-court restructurings, distressed acquisitions, and bankruptcy-related litigation.
Michael Farag is an associate in the Los Angeles office of Gibson, Dunn & Crutcher. He currently practices with the firm’s Business Restructuring and Reorganization Practice Group. Mr. Farag focuses on complex restructuring and insolvency proceedings. Prior to joining the firm, Mr. Farag served as a judicial law clerk in the United States Bankruptcy Court for the Central District of California, first for the Honorable Martin R. Barash, then for the Honorable Robert N. Kwan.
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 our panelists from Gibson Dunn’s Environmental Litigation and Mass Tort practice group and Environment, Social, and Governance (ESG) practice area as they discuss significant developments in federal and California environmental law and forecast what to expect for 2022. This webcast covers a range of topics of significant interest to regulated industries, including ongoing and anticipated rulemakings, federal enforcement targets and initiatives, the evolving ESG landscape, and more.
PANELISTS:
Rachel Levick Corley is a partner in the Washington, D.C. office and a member of the Environmental Litigation and Mass Tort Practice Group. Ms. Corley represents clients in a wide range of federal and state litigation, including agency enforcement actions, cost recovery cases, and administrative rulemaking challenges.
David Fotouhi is a partner in the Washington D.C. office and a member of the Environmental Litigation and Mass Tort Practice Group. Mr. Fotouhi rejoined the firm in 2021 after serving as Acting General Counsel at the EPA, where he helped to develop the litigation strategy to defend the Agency’s actions from judicial challenge. Mr. Fotouhi combines his expertise in administrative and environmental law with his litigation experience and a deep understanding of EPA’s inner workings to represent clients in enforcement actions, regulatory challenges, and other environmental litigation.
Abbey Hudson is a partner in the Los Angeles office and a member of the Environmental Litigation and Mass Tort Practice Group. Ms. Hudson’s practice focuses on helping clients navigate environmental and emerging regulations and related governmental investigations. She has handled all aspects of environmental and mass tort litigation and regulatory compliance. She also provides counseling and advice to clients on environmental and regulatory compliance for a wide range of issues, including supply chain transparency requirements, comments on pending regulatory developments, and enforcement.
Michael Murphy is a partner in the Washington, D.C. office, a co-lead of the firm’s Environmental, Social and Governance (ESG) practice area, and a member of the Environmental Litigation and Mass Tort and Administrative Law and Regulatory Practice Groups. Mr. Murphy counsels clients on environmental, ESG and sustainability matters, including corporate disclosures, policies, reporting and integration issues. He also represents clients in a wide variety of investigation and litigation matters, including toxic tort , and class actions, as well as administrative litigation, rulemaking proceedings, and permit actions to obtain government approval for infrastructure projects.
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.
Please join us for a discussion about FCPA developments and emerging trends from 2021. Intended to complement our Year-End FCPA Update, this webcast discusses in greater detail recent FCPA enforcement updates of note, the Biden Administration’s focus and initiatives on combating corruption, and the increasing interplay between anti-corruption and anti-money laundering efforts. We also discuss key takeaways from these developments, including with respect to anti-corruption compliance program trends and recommendations. Download our FCPA Year-End Update.
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 been recognized repeatedly recognized for his white collar defense work by Global Investigations Review’s “40 Under 40,” as well as Law 360’s “Rising Stars”. 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 Capone is a senior associate in the Washington, D.C. office, where she is a member of the White Collar Defense and Investigations and Anti-Money Laundering practice groups. Her practice focuses primarily in the areas of white collar criminal defense, corporate compliance, and securities litigation. Ms. Capone regularly conducts internal investigations and advises multinational corporations and financial institutions, on compliance with anti-corruption and anti-money laundering laws and regulations.
Joseph Warin is Co-Chair of Gibson Dunn’s global White Collar Defense and Investigations Practice Group, and he is chair of the over 200-person Litigation Department of the Washington, D.C. office. Mr. Warin is ranked in the top-tier year after year by Chambers USA, Chambers Global, and Chambers Latin America for his FCPA, fraud and corporate investigations experience. He has handled cases and investigations in more than 40 states and dozens of countries involving federal regulatory inquiries, criminal investigations and cross-border inquiries by international enforcers, including UK’s SFO and FCA, and government regulators in Germany, Switzerland, Hong Kong, and the Middle East. Mr. Warin has served as a compliance monitor or counsel to the compliance monitor in three separate FCPA monitorships, pursuant to settlements with the SEC and DOJ.
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. 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 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.
With the backdrop of the continuing COVID-19 pandemic and high M&A volume, 2021 presented new issues for dealmakers. Hear from seasoned practitioners on how deals are getting done and the issues being confronted. This discussion covers various M&A-related topics, including the following:
• Key deal issues to navigate in light of increased antitrust regulatory scrutiny;
• Limitations on liability for fraud;
• Clauses to include in deal documents to avoid pitfalls; and
• Current state of play for SPAC transactions, and forecasts for the future.
PANELISTS:
Quinton C. Farrar is a corporate partner in the New York office of Gibson, Dunn & Crutcher. Mr. Farrar 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.
Abtin Jalali is a partner in the San Francisco office of Gibson, Dunn & Crutcher. He is a member of Gibson Dunn’s Private Equity and Mergers and Acquisitions Practice Groups. Mr. Jalali has extensive experience representing private equity firms and their portfolio companies in all aspects of their businesses, with a focus on mergers and acquisitions, divestitures, growth equity investments, minority investments and general corporate matters. Mr. Jalali’s representative private equity clients include Serent Capital, True Wind Capital, TPG Capital, FTV Capital, Gryphon Investors and Tower Arch Capital.
Robert B. Little is a partner in Gibson, Dunn & Crutcher’s Dallas office. 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. Admired by clients as “very efficient, always knowledgeable in the subjects with immediate recommendations for action” and “an excellent corporate attorney well suited for negotiating tough deals” (Chambers, 2021), 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.
Kristen P. Poole is a corporate partner in the New York office of Gibson, Dunn & Crutcher, 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.
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).
Application for approval is pending with the Colorado, Illinois, Texas, Virginia and Washington State Bars.
Most participants should anticipate receiving their certificates of attendance via e-mail in approximately 4-6 weeks following the webcast.
Members of the Virginia Bar should anticipate receiving the applicable certification forms in approximately 6-8 weeks.
This presentation will explore the ethical, legal, and practical principles implicated by parallel investigations by multiple government authorities. The presentation will discuss the ever-increasing rise in parallel investigations (whether by different agencies within the federal government, across state lines, or between the state and federal governments), and will discuss the specific issues that may be posed by such investigations.
View Slides (PDF)
PANELISTS:
Winston Y. Chan is a litigation partner in Gibson, Dunn & Crutcher’s San Francisco office. He has particular experience leading matters involving government enforcement defense, internal investigations and compliance counseling, and regularly represents clients before and in litigation against federal, state and local agencies, including the U.S. Department of Justice, Securities and Exchange Commission and State Attorneys General. Mr. Chan is Co-Chair of the firm’s False Claims Act/Qui Tam Defense practice group.
Diana M. Feinstein is a partner in the Los Angeles office of Gibson, Dunn & Crutcher. She is a member of the firm’s Securities Litigation and White Collar Defense and Investigations Practice Groups.Ms. Feinstein’s practice focuses on complex litigation, including securities litigation and high-value commercial litigation.She also focuses on white collar defense and investigations. She has handled matters across a variety of industries, including financial services, technology, entertainment, insurance, healthcare, transportation, real estate, manufacturing, and consumer products.Ms. Feinstein has represented clients in a variety of matters across the United States in cases involving breach of contract, shareholder disputes, breach of fiduciary duty claims, fraud claims, securities law violations, employment disputes and other matters.
Douglas M. Fuchs is a partner in Gibson, Dunn & Crutcher’s Los Angeles office. Mr. Fuchs is the co-chair of the firm’s Los Angeles Litigation Department. He also is a member of the firm’s White Collar Defense and Investigations, Securities Enforcement and Securities Litigation Practice Groups. Mr. Fuchs has a special expertise in representing corporations and individuals in white collar criminal, SEC and other regulatory enforcement matters, including cases involving allegations of securities fraud, environmental violations, public corruption, antitrust violations, economic espionage and government contracting fraud. Mr. Fuchs has also conducted sensitive internal investigations, been retained by companies that have been victimized by fraud, and developed compliance programs, including compliance with the Foreign Corrupt Practices Act. Mr. Fuchs additionally has experience handling a broad range of civil litigation, including cases stemming from the same facts giving rise to criminal, SEC, and regulatory investigations.
James L. Zelenay is a partner in the Los Angeles office of Gibson, Dunn & Crutcher where he practices in the firm’s Litigation Department. Mr. Zelenay has extensive experience in defending clients involved in white collar investigations, assisting clients in responding to government subpoenas, and in government civil fraud litigation. Mr. Zelenay has represented clients in connection with alleged violations of environmental regulations, regulations governing trade with sanctioned countries, Department of Education rules and regulations, Food and Drug Administration regulations, Federal Emergency Management Agency regulations, government construction contracting matters, patent and telecommunication proceedings, and other administrative matters. Mr. Zelenay also has substantial experience with the federal and state False Claims Acts and whistleblower litigation.
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 Ethics 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, Illinois, Texas, Virginia and Washington State Bars.