Corporate carveouts, whether conducted in the context of a sale, spin-off or other divestiture, are among the most complex transactions a company may undertake, but nevertheless, these deals have been an increasingly common means of unlocking value for both the divesting company and business to be separated. Ensuring that the transaction perimeter is appropriately defined is a key area of executing these transactions and can be one of the most time and resource-consuming aspects of the deal. Furthermore, navigating the complexity of the operational separation of the two entities, and ensuring each company is set up to operate independently at close requires detailed planning and executional support, which must also not distract from the ongoing performance of the base business.
This webcast brings together leading divestiture practitioners from both Gibson Dunn and Boston Consulting Group to discuss some of the key areas of consideration in preparing for and executing a carveout, including: (1) appropriately defining the “business,” (2) identifying entities, assets and liabilities within the scope of the business and developing a plan for allocating or splitting up shared assets and liabilities, (3) strategies for utilizing internal and external resources to manage the process efficiently in the preparation, execution, consummation and post-closing stages of the transaction and (4) key learnings and best practices from our experience on the front lines supporting the operational separation during a carveout.
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PANELISTS:
Daniel Angel is a Partner in Gibson Dunn’s New York office, Co-Chair of the firm’s Technology Transactions Practice Group and a member of its Strategic Sourcing and Commercial Transactions Practice Group. He is a transactional attorney who has represented clients on technology-related transactions since 2003. Mr. Angel has worked with a broad variety of clients ranging from market leaders to start-ups in a wide range of industries including financial services, private equity funds, life sciences, specialty chemicals, insurance, energy and telecommunications.
Stephen Glover is a Partner in Gibson Dunn’s Washington, D.C. office and previous Co-Chair of the firm’s Mergers and Acquisitions Practice Group. Mr. Glover has an extensive practice representing public and private companies as well as private equity firms in complex mergers and acquisitions, including spin-offs, carveouts and related transactions, as well as other corporate matters. Mr. Glover’s clients include businesses that operate in many different industries.
Saee Muzumdar is a Partner in Gibson Dunn’s New York office and Co-Chair of the firm’s Mergers and Acquisitions Practice Group. Ms. Muzumdar is a corporate transactional lawyer whose practice includes representing both strategic companies and private equity clients (including their portfolio companies) in connection with all aspects of their domestic and cross-border mergers and acquisitions activities and general corporate counseling.
Ben Aylor is a Managing Director and Senior Partner in the Washington, D.C. office of Boston Consulting Group. He focuses on helping clients meet the challenges of major change efforts including post-merger integrations and broad transformations/ transformational M&A, and also leads BCG’s efforts on manufacturing network design and Global Trade. Ben has led both overall corporate post-merger integration programs and the manufacturing aspects of post-merger integrations, as well as advised several large carveouts and spin-offs in the pharmaceutical industry.
Hob Brooks is a Partner in the Philadelphia office of Boston Consulting Group. Mr. Brooks advises biopharmaceutical and medtech companies on complex large-scale transformation programs and pre-/post-merger transaction planning, execution, and integration. He has worked across several multi-billion dollar carveouts, spin-offs, divestitures and integrations during his tenure with BCG.
MCLE INFORMATION:
This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 1.0 credit hour, of which 1.0 credit hour may be applied toward the areas of professional practice requirement.
This course is approved for transitional/non-transitional credit. Attorneys seeking New York credit must obtain an affirmation form prior to watching the archived version of this webcast. Please contact [email protected] to request the MCLE form.
Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.0 hour.
California attorneys may claim “self-study” credit for viewing the archived version of this webcast. No certificate of attendance is required for California “self-study” credit.
Join us to listen to this interactive discussion with an exceptional panel comprising some of the key people at the Loan Market Association (LMA), Asia Pacific Loan Market Association (APLMA) and Loan Syndications and Trading Association (LSTA) who were responsible for developing their 2021 Revised Sustainability-Linked Loan Principles together with three finance practitioners from Gibson Dunn’s US, U.K. and Asian finance and ESG practices.
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PANELISTS:
Ben Myers – Panelist
London, Partner, Gibson Dunn
Ben Myers is a partner in Gibson Dunn’s global finance and business restructuring teams. His practice focuses on advising funds, sponsors, corporates and financial institutions with a particular focus on leveraged finance, special situations and restructuring transactions. Mr. Myers is one of the leaders of the firm’s UK ESG practice and a member of the firm’s global ESG practice.
Patricia Tan Openshaw – Panelist
Hong Kong, Partner, Gibson Dunn
Patricia is a partner in Gibson Dunn’s energy, infrastructure and global finance teams. Her practice focuses on project development and finance, mergers and acquisitions, and banking and finance transactions in the energy and infrastructure sector. She has substantial experience representing developers, sponsors, contractors, lenders, government agencies and offtakers in connection with the development, financing, and restructuring of power, rail, toll road, water, casinos and other infrastructure projects. She also advises on financings involving commercial banks, export credit agencies, multilateral agencies, private equity funds and Rule 144A/Regulation S offerings and private placements. She has handled transactions in Africa, Australia, China, Fiji, India, Indonesia, Korea, Myanmar, Pakistan, Philippines, Singapore, Thailand, Vietnam and the United States. Ms. Openshaw is a member of the firm’s global ESG practice.
Yair Galil – Panelist
New York, Of Counsel, Gibson Dunn
Yair is of counsel in Gibson Dunn’s global finance team. His experience includes representation of sponsors, corporate issuers, financial institutions and investment funds in a variety of 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. Mr. Galil is a member of the firm’s global ESG practice.
Hannah Vanstone – Panelist
London, Legal Associate, Loan Market Association
Hannah joined the LMA’s legal team in November 2018 and assists with the Association’s documentation projects, education and training events and regulatory and lobbying matters. Hannah leads the LMA’s real estate finance work and is also involved in all the LMA’s ESG initiatives. Prior to joining the LMA, Hannah was a banking and finance solicitor at Osborne Clarke LLP where she acted for numerous domestic and international corporate banks and UK and international borrowers on a variety of syndicated finance transactions, with a particular focus on real estate finance.
Rosamund Barker – Panelist
Hong Kong, Head of Legal, Asia Pacific Loan Market Association
Rosamund is currently Head of Legal at the Asia Pacific Loan Market Association based in Hong Kong. She has spent much of her career working in the Banking and Finance and Capital Markets teams at Linklaters in London and Hong Kong, most recently as Counsel. She was also Director of Knowledge for Asia Pacific at Baker McKenzie. She is responsible for green and sustainable lending initiatives at the APLMA and has been active in raising awareness of the Green Loan Principles, Sustainability Linked Loan Principles and Social Loan Principles to Borrowers and Lenders alike. Rosamund read law at Churchill College, Cambridge University and is a qualified solicitor both in Hong Kong and England and Wales.
Tess Virmani – Panelist
New York, Associate General Counsel, Executive Vice President, Public Policy of the Loan Syndications and Trading Association (LSTA)
Tess has a broad range of responsibilities at the LSTA. She leads the LSTA’s sustainable finance and ESG initiatives which seek to foster the development of sustainable lending as well as promote greater ESG disclosure in the loan markets. In addition, Tess engages in the LSTA’s policy initiatives, including market advocacy and spearheading industry solutions to market developments, such as the transition to replacement benchmarks. Tess focuses on maintaining and augmenting the LSTA’s extensive suite of documentation, which includes templates, market standards, and market and regulatory guidance. Finally, she is involved in the development and presentation of the LSTA’s robust education programs. Prior to joining the LSTA, Tess practiced as a finance attorney at Skadden, Arps, Slate, Meagher & Flom LLP in New York. She received a B.S. in International Politics from the Walsh School of Foreign Service at Georgetown University and a J.D. from Fordham University School of Law. She is admitted as an attorney in New York. Tess is an FSA Level II Candidate.
National Security is the highest priority of the Justice Department and remains a key focus for other enforcement agencies, including the Treasury Department, the Commerce Department, and State Department. This webcast will discuss developments and trends in enforcement across a wide range of national security topics. A team of national security practitioners with experience both inside and outside of government will address, among other things:
- Terrorism Financing
- Sanctions & Export Controls
- Theft of Intellectual Property & Economic Espionage
- Cyber Attacks and Ransomware
- The Foreign Agents Registration Act
- Foreign Investment in the United States
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PANELISTS:
Zainab Ahmad, a partner in New York and co-chair of the firm’s National Security Practice Group, previously served as Deputy Chief of the National Security and Cybercrime section at the U.S. Attorney’s Office in the Eastern District of New York. Ms. Ahmad is a decorated former prosecutor who has received both of DOJ’s highest honors, the Attorney General’s Award and the FBI Director’s Award, and whose work prosecuting terrorists was profiled by The New Yorker magazine. Her practice is international and focuses on cross-border white collar defense and investigations, including corruption, anti-money laundering, sanctions and FCPA issues, as well as data privacy and cybersecurity matters.
David Burns, a partner in Washington, D.C. and co-chair of the firm’s National Security Practice Group, served in senior positions in both the National Security Division and the Criminal Division of the U.S. Department of Justice. As Principal Deputy Assistant Attorney General of the National Security Division he supervised the Division’s investigations and prosecutions, including counterterrorism, counterintelligence, economic espionage, cyber hacking, FARA, disclosure of classified information, and sanctions and export controls matters. Mr. Burns’ practice focuses on national security, white-collar criminal defense, internal investigations, and regulatory enforcement matters.
Robert Hur, a partner in Washington, D.C. and co-chair of the firm’s Crisis Management Practice Group, served as the 48th United States Attorney for the District of Maryland. During his tenure as United States Attorney, the Office handled numerous high-profile matters including those involving national security, cybercrime, public corruption, and financial fraud. Before serving as United States Attorney, Mr. Hur served as the Principal Associate Deputy Attorney General (“PADAG”) at the Department of Justice, a member of the Department’s senior leadership team and the principal counselor to Deputy Attorney General Rod J. Rosenstein. Mr. Hur assisted with oversight of all components of the Department, including the National Security Division. Civil, Criminal, and Antitrust Divisions, all 93 U.S. Attorney’s Offices, and the Federal Bureau of Investigation. He also liaised regularly on behalf of the Justice Department with the White House, Congressional committees, and federal intelligence, enforcement and regulatory agencies.
Adam M. Smith, a partner in Washington, D.C., was Senior Advisor to the Director of the U.S. Treasury Department’s OFAC and the Director for Multilateral Affairs on the National Security Council. His practice focuses on international trade compliance and white collar investigations, including with respect to federal and state economic sanctions enforcement, the FCPA, embargoes, and export controls. He routinely advises multi-national corporations regarding regulatory aspects of international business.
Courtney Brown, a senior associate in Washington, D.C., practices in the areas of white collar criminal defense and corporate compliance. Ms. Brown has experience representing and advising multinational corporate clients and boards of directors in internal and government investigations on a wide range of topics, including anti-corruption, anti-money laundering, healthcare fraud, sanctions, securities, and tax. She has participated in two government-mandated FCPA compliance monitorships and conducted compliance trainings for in-house counsel and employees.
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 hours, of which 1.5 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 1.25 hours.
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 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 1.25 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.
Participants should anticipate receiving their certificates of attendance via e-mail in approximately 8 weeks following the webcast.
Sustainability-linked debt is a fast-growing asset class within the broader category of ESG-focused debt, with broad appeal to issuers that may not have appropriate projects to finance with traditional green bonds. The panel will discuss the development of this asset class, with the advent of sustainability-linked loans, and the emergence of sustainability-linked bonds; the challenges of sustainability-linked debt and the measures adopted to avoid “ESG-washing”; and specific features of sustainability-linked debt in the US, with a comparative view to Europe.
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PANELISTS:
Yair Galil – Of Counsel, Gibson, Dunn & Crutcher LLP
Hillary H. Holmes – Partner & Co-Chair, Capital Markets, Gibson, Dunn & Crutcher LLP
Ben Myers – Partner, Gibson, Dunn & Crutcher LLP
Tess Virmani – Associate General Counsel, EVP Public Policy, LSTA – Introduction
In the last several years, M&A transaction planners have become increasingly focused on cybersecurity, privacy, and data protection risks, as technology advances and the regulatory regimes evolve. This recorded webcast focuses on how to design and manage an effective cybersecurity and privacy diligence plan. A group of experts, including US and European cybersecurity, privacy, and data protection lawyers, as well as M&A lawyers, discuss, among other things:
- The principal risks under relevant U.S. and European law
- The impact of the target company’s industry sector on the scope of the exercise
- The role of the buyer’s and seller’s internal experts, as well as outside consultants.
- Red flags that suggest the possibility of significant issues
- Key practice pointers
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PANELISTS:
Ahmed Baladi is a partner in the Paris office and Co-Chair of the firm’s Privacy, Cybersecurity and Data Innovation Practice Group. His practice focuses on a wide range of privacy and cybersecurity matters including compliance, investigations and procedures before data protection authorities. He also advises companies and private equity clients in connection with all privacy and cybersecurity aspects of their cross-border M&A transactions.
Stephen Glover is a partner in the Washington, D.C. office and a member 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, including SPACs, spin-offs and related transactions, 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.
Saee Muzumdar is a partner in the New York office and a member of the firm’s Mergers and Acquisitions Practice Group. Ms. Muzumdar is a corporate transactional lawyer whose practice includes representing both strategic companies and private equity clients (including their portfolio companies) in connection with all aspects of their domestic and cross-border M&A activities and general corporate counseling.
Alexander H. Southwell is a partner in the New York office and Co-Chair of the firm’s Privacy, Cybersecurity and Data Innovation Practice Group. He is a Chambers-ranked former federal prosecutor and was named a “Cybersecurity and Data Privacy Trailblazer” by The National Law Journal. Mr. Southwell’s practice focuses on privacy, information technology, data breach, theft of trade secrets and intellectual property, computer fraud, national security, and network and data security issues, including handling investigations, enforcement defense, and litigation. He regularly advises companies and private equity firms on privacy and cybersecurity diligence and compliance.
Cassandra Gaedt-Sheckter is of counsel in the Palo Alto office where her practice focuses on data privacy, cybersecurity and data regulatory litigation, enforcement, transactional, and counseling representations. She has substantial experience advising companies on legal and regulatory compliance, diligence, and risks in transactions, particularly with respect to CCPA and CPRA as one of the leads of the firm’s CCPA/CPRA Task Force; GDPR; Children’s Online Privacy Protection Rules (COPPA); and other federal and state laws and regulations.
Vera Lukic is of counsel in the Paris office where her practice focuses on a broad range of privacy and cybersecurity matters, including assisting clients with multinational operations on their global privacy compliance programs, cross-border data transfers and data security issues, as well as representing clients in investigations, enforcement actions and litigation before the French data protection authority and administrative courts. She also regularly advises on data privacy aspects of M&A transactions, including with respect to carve-out and transition issues.
Lisa Zivkovic, Ph.D is an associate in the New York Office. She is a member of the Firm’s Privacy, Cybersecurity and Data Innovation, Technology Transactions, and Litigation practices groups. Ms. Zivkovic’s doctorate is a comparative history of data privacy in the US and European Union. She advises a wide range of clients, including technology, financial services, data aggregation and analytics, vehicle, and telematics companies, on new and complex legal and policy issues regarding global data privacy, cybersecurity, artificial intelligence, Internet of Things, and big data.
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 hours, of which 1.0 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 1.0 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.
For the past several years, life sciences companies have been a frequent target of securities class action lawsuits. These lawsuits often arise from statements regarding the development, efficacy, and/or success of an emerging drug or life sciences product. Among the key arguments that life sciences companies can make in defending against these lawsuits is that such disclosures are nonactionable statements of opinion under the Supreme Court’s decision in Omnicare.
In this hour-long, remote program, for which CLE credit will be provided, Jennifer Conn, Jane Love and Lawrence Zweifach of Gibson Dunn, as well as Yan Cao of Cornerstone Research, will provide an overview of: filing trends and developments in securities lawsuits against life sciences companies; typical factual scenarios giving rise to securities lawsuits against life sciences companies and the types of claims frequently asserted; and how the Omnicare decision has been and may be applied in life sciences cases.
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PANELISTS:
Jennifer L. Conn is a litigation partner in the New York office of Gibson, Dunn & Crutcher. She is a member of Gibson Dunn’s Securities Litigation, Securities Enforcement, Appellate, and Privacy, Cybersecurity and Consumer Protection Practice Groups. Ms. Conn has extensive experience in a wide range of complex commercial litigation matters, including those involving securities, financial services, accounting, business restructuring and reorganization, antitrust, contracts, and information technology. In addition, Ms. Conn is an Adjunct Professor of Law at Columbia Law School, lecturing on securities litigation.
Jane M. Love, Ph.D. is Chair of the Life Sciences and the Intellectual Property Litigation Practice Groups, and is a partner in the New York office of Gibson, Dunn & Crutcher. Dr. Love is a first-chair litigator who handles high value patent litigation for pharma and biotech companies including global litigation coordination. She has extensive experience in Hatch-Waxman and BPCIA litigation in federal district courts and the Federal Circuit. As a registered patent attorney, Dr. Love is often lead counsel in disputes before the U.S. Patent and Trademark Office. Dr. Love has handled cases spanning a wide variety of technologies including small molecules, biologics, therapeutic nucleic acids, and cell-based therapies and covering a wide variety of indications.
Lawrence J. Zweifach is a litigation partner in the New York office of Gibson, Dunn & Crutcher, and he is a member of the Firm’s Securities Litigation and Securities Enforcement Practice Groups. Mr. Zweifach is a nationally recognized trial lawyer, a Fellow of the American College of Trial Lawyers, and he has been acclaimed as one of the country’s best litigators in Lawdragon’s “500 Leading Lawyers in America Hall of Fame.” Mr. Zweifach’s practice includes defending companies in securities class actions and SEC enforcement investigations. Chambers USA: America’s Leading Lawyers for Business ranked Mr. Zweifach among the top Securities Enforcement lawyers in the country, among the leading Securities Litigators in New York, and among the leading White Collar Criminal Defense Lawyers in New York. He also has been recognized as a National and Local “Litigation Star” and has been listed in the “Top 100 Trial Lawyers in America” by Benchmark Litigation.
Yan Cao is a Vice President at Cornerstone Research’s New York office. Dr. Cao specializes in issues related to financial economics and financial reporting across a range of complex litigation and regulatory proceedings. Her experience covers securities, market manipulation, M&A, risk management, and bankruptcy matters. Dr. Cao has fifteen years of experience consulting on securities class actions that cover a wide variety of industries, with a focus on financial institutions. She has also worked on regulatory investigation and enforcement matters led by the SEC, the CFTC, the DOJ, the NY Fed, and state AGs. Dr. Cao is a Chartered Financial Analysist (CFA) and a Certified Public Accountant.
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 hours, of which 1.0 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 1.0 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.
Private equity firms and their portfolio companies are under ever-increasing scrutiny from federal and state regulators. A veritable “alphabet soup” of government agencies, including DOJ, SEC and FinCEN, have made clear that private equity firms are squarely within their regulatory sights. In this two-part webinar series, we invite you to join Gibson Dunn practitioners experienced in government investigations and related civil litigation to discuss hot topics relevant to private equity firms and their portfolio companies. This is a “must attend” presentation for those in private equity, designed to arm you with the latest information and government enforcement trends applicable to the industry.
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PART 1 – Tuesday, May 25th
Private Equity and government enforcement in:
- Data security and privacy laws
- The federal and state False Claims Acts
- Covid-19 relief fraud enforcement
- SEC enforcement trends
PART 2 – Thursday, May 27th
Private Equity and government enforcement in:
- Anti-money laundering issues
- The Foreign Corrupt Practices Act
- Health care enforcement
- Post M&A indemnification and fraud claims
MODERATOR:
Nick Hanna, who most recently served as United States Attorney for the Central District of California, is a litigation partner in Gibson Dunn’s Los Angeles office and co-chairs the firm’s global White Collar Defense and Investigations Practice Group. 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.
PANELISTS:
Michael Celio is a sought-after trial lawyer with more than two decades of experience trying cases in Silicon Valley and beyond. He maintains a wide-ranging trial practice and has tried more than two dozen cases to verdict in state and federal court. He is a recognized expert in the field of securities litigation and is particularly experienced in defending venture capital and private equity funds and their partners as well as their portfolio companies.
Winston Y. Chan is a former federal prosecutor and 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.
Michael M. Farhang is a former federal prosecutor and a partner in the Los Angeles office of Gibson, Dunn & Crutcher. He is a Chambers-ranked attorney and practices in the White Collar Defense and Investigations and Securities Litigation Practice Groups. Mr. Farhang is an experienced litigator and trial attorney who has earned more than $40 million in recoveries for corporate clients pursuing fraud, contract, and M&A-related claims.
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.
John Partridge, a Co-Chair of Gibson Dunn’s FDA and Health Care Practice Group and Chambers-ranked white collar defense and government investigations lawyer, focuses on government and internal investigations, white collar defense, and complex litigation for clients in the life science and health care industries, among others. Mr. Partridge has particular experience with the Anti-Kickback Statute, the False Claims Act, the Foreign Corrupt Practices Act, and the Federal Food, Drug, and Cosmetic Act, including defending major corporations in investigations pursued by the U.S. Department of Justice (DOJ) and the U.S. Securities and Exchange Commission (SEC).
Eric D. Vandevelde is a litigation partner in Gibson Dunn’s Los Angeles office. He is a former federal prosecutor and an experienced trial and appellate attorney. Mr. Vandevelde has been selected by Chambers USA in the area of White-Collar Crime & Government Investigations, has been repeatedly recognized as a “Super Lawyer” by Super Lawyers Magazine, and was named one of the Top 20 Cyber/Artificial Intelligence Lawyers in California by The Daily Journal.
Debra Wong Yang is a partner in Gibson, Dunn & Crutcher’s Los Angeles office. Reflective of her broad practice and comprehensive abilities, Ms. Yang is Chair of the Crisis Management Practice Group, former Chair of the White Collar Defense and Investigations Practice Group, and former Chair of the Information Technology and Data Privacy Practice Group. Drawing on her depth of experience and record of success, Ms. Yang focuses part of her practice on strategic counseling. She leads critical representations, both high profile and highly confidential, involving a wide variety of industries, economic sectors, regulatory bodies, law enforcement agencies, global jurisdictions and all types of proceedings.
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 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 hours, of which 1.0 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 1.0 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.
The SPAC boom has resulted in more than 400 SPACs searching for targets. The SEC has opened investigations and issued a string of warnings about potential risks associated with companies going public through mergers with SPACs. Civil litigation has been growing. This webcast will provide the latest update on the state of the SPAC market, recent SEC guidance on SPACs, the issues that sponsors, boards, underwriters, advisers and auditors should be considering in connection with SPAC IPOs, de-SPAC transactions, disclosures, and strategies for mitigating the regulatory and litigation risk.
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PANELISTS:
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.
Brian Lutz is a partner in Gibson Dunn’s San Francisco where he is Co-Chair of the Firm’s National Securities Litigation Practice Group. Mr. Lutz has experience in a wide range of complex commercial litigation, with an emphasis on corporate control contests, securities litigation, and shareholder actions alleging breaches of fiduciary duties. He represents public companies, private equity firms, investment banks and clients across a variety of industries, including bio-pharma, tech, finance, retail, health care, energy, accounting and insurance.
Mark Schonfeld is a partner in Gibson Dunn’s New York office, and Co-Chair of Gibson Dunn’s Securities Enforcement Practice Group. Mr. Schonfeld’s practice focuses on the representation of financial institutions, public companies, hedge funds, accounting firms and private equity firms in investigations conducted by the Securities and Exchange Commission (SEC), Department of Justice (DOJ), States Attorneys General, Financial Industry Regulatory Authority (FINRA) and other regulatory organizations. Mr. Schonfeld also conducts internal investigations and counsels clients on compliance and corporate governance matters.
Lori Zyskowski is a partner in the New York office and Co-Chair of the firm’s Securities Regulation and Corporate Governance practice. She was previously Executive Counsel, Corporate, Securities & Finance at GE. She advises clients, including public companies and their boards of directors, on a wide variety of corporate governance and securities disclosure issues, and provides a unique perspective gained from over 12 years working in-house at S&P 500 corporations.
Gerry Spedale is a partner in Gibson Dunn’s Houston office where he has a broad corporate practice, advising on mergers and acquisitions, joint ventures, capital markets transactions and corporate governance. He has extensive experience advising public companies, private companies, investment banks and private equity groups actively engaging or investing in multiple industries, including the energy industry. His over 20 years of experience covers a broad range of the energy industry, including upstream, midstream, downstream, oilfield services, utilities and renewables.
MODERATOR:
Stephen Glover is a partner in the Washington, D.C. office and 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, including SPACs, spin-offs and related transactions, 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.
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 hours, of which 1.5 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 1.5 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.
Join our panelists for a discussion of cap and trade programs in the United States and Europe, and a forecast of what to expect for a U.S. carbon market under the Biden administration. The panel will cover the potential for federal action by the new administration as well as the existing cap and trade systems of California, the Regional Greenhouse Gas Initiative, and the EU Emissions Trading System, including lessons learned and key takeaways from these existing systems.
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PANELISTS:
Lena Sandberg is a partner in the Brussels office where she is a member of the firm’s Energy Group. Ms. Sandberg’s practice covers all aspects of competition law, including subsidies (State aid) and she has extensive regulatory experience in the energy and environmental sectors, including gas, renewables, electricity production and transmission, carbon emission reduction schemes and hydrogen. Prior to joining Gibson Dunn, Ms. Sandberg served as Senior Officer in the Competition and State Aid Directorate at the EFTA Surveillance Authority, where she covered complex questions in the energy and environmental area particularly in the field of the EU Emissions Trading Scheme, renewable energy, energy taxes, electricity supply, carbon capture, and a string of related issues.
Jeffrey L. Steiner is a partner in the Washington, D.C. office, where he co-leads the firm’s Derivatives practice and is co-leader of the firm’s Digital Currencies and Blockchain Technology team practice. Mr. Steiner advises financial institutions, energy companies, private funds, corporations and others on compliance and implementation issues relating to derivatives and commodities trading, including compliance with CFTC, SEC, the Dodd-Frank Act, and other rules and regulations. He also helps clients to navigate through cross-border issues resulting from global derivatives and commodities requirements. Before joining the firm, Mr. Steiner was special counsel in the Division of Market Oversight at the CFTC where he handled a range of issues relating to trading and execution of futures and swaps.
Abbey Hudson is a partner in the Los Angeles office where she is a member of the Environmental Litigation and Mass Tort Practice Group. Ms. Hudson devotes a significant portion of her time to 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 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.
Jennifer C. Mansh is a senior associate in the Washington, D.C. office and a member of the firm’s Energy, Regulation and Litigation Practice Group. Ms. Mansh advises clients on energy litigation, regulatory, and transactional matters before the FERC, CFTC, the Department of Energy, and state public utility commissions. Ms. Mansh has represented a wide variety of electric utilities, merchant transmission companies, power marketers, and natural gas and oil pipeline companies in rate, licensing, and enforcement proceedings, and she assists clients on a variety of transactional matters and compliance issues.
Mark Tomaier is an associate in the Orange County office where he currently practices general litigation in the firm’s Litigation Department. Mr. Tomaier earned his law degree cum laude in 2017 from Harvard Law School, where he was an Articles Editor on the Harvard Environmental Law Review. In 2012, he graduated with highest honors from the University of California Berkeley with a Bachelor of Arts Degree, double majoring in English and in Rhetoric. Prior to joining the firm, Mr. Tomaier served as a law clerk to The Honorable Marilyn L. Huff in the United States District Court for the Southern District of California and as a law clerk to The Honorable Michael D. Wilson in the Supreme Court of Hawaii.
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 hours, of which 1.0 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 1.0 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.
Shareholder lawsuits are not only complicated to litigate, but due to the high financial stakes, these actions can be among the most threatening to a company and its directors and officers. It has been twenty-six years since Congress enacted the Private Securities Litigation Reform Act of 1995, and since that time, private actions under the federal securities laws have continued to be filed at a steady pace. Over the last decade, the U.S. Supreme Court and the State Supreme Courts have issued multiple decisions impacting the way shareholder actions are litigated and decided. This one-hour briefing will highlight recent developments and trends in this constantly evolving and complex area of the law.
We will discuss:
- Shareholder actions filing and settlement trends, including COVID-19-related shareholder action trends
- The potential impact on class certification in stockholder class actions from the U.S. Supreme Court’s pending decision in Goldman Sachs Group Inc. v. Arkansas Teacher Retirement System
- The proliferation of parallel federal and state securities class action lawsuits since the U.S. Supreme Court’s 2018 ruling in Cyan v. Beaver County Employees Retirement Fund, and the effectiveness of companies’ response through the adoption of federal forum provisions in their corporate charters
View Slides (PDF)
PANELISTS:
Jennifer L. Conn is a partner in the New York office of Gibson, Dunn & Crutcher. Ms. Conn is a co-author of PLI’s Securities Litigation: A Practitioner’s Guide, Second Edition. She has extensive experience in a wide range of complex commercial litigation matters, including those involving securities, financial services, accounting malpractice, antitrust, contracts, insurance and information technology. She is also a member of Gibson Dunn’s General Commercial Litigation, Securities Litigation, Appellate, and Privacy, Cybersecurity and Data Innovation Practice Groups. In addition, Ms. Conn is an Adjunct Professor of Law at Columbia University School of Law, lecturing on securities litigation.
Alexander K. Mircheff is a partner in the Los Angeles office of Gibson, Dunn & Crutcher. Mr. Mircheff is a co-author of PLI’s Securities Litigation: A Practitioner’s Guide, Second Edition. His practice emphasizes securities and appellate litigation, and he has substantial experience representing issuers, officers, directors, and underwriters in class action and shareholder derivative matters. Mr. Mircheff has handled matters across a variety of industries, including biotech, financial services, accounting, real estate, entertainment, engineering, manufacturing, and consumer products. He is also a member of Gibson Dunn’s Securities Litigation, Appellate, Class Actions, Labor and Employment and Litigation Practice Groups.
Robert F. Serio is a partner in the New York office of Gibson, Dunn & Crutcher and a Co-Chair of Gibson Dunn’s Securities Litigation Practice Group. Mr. Serio is also a co-author of PLI’s Securities Litigation: A Practitioner’s Guide, Second Edition. His practice involves complex commercial and business litigation, with an emphasis on securities class actions, shareholder derivative litigation, SEC enforcement matters and corporate investigations. He is also a member of the Appellate, Class Actions, FCPA, and White Collar Defense and Investigations Practice Groups.
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 Gibson Dunn panelists Michelle Kirschner and Matthew Nunan for a discussion of:
- Recent FCA criminal prosecutions;
- Lessons for board governance from the Aviva plc Final Notice;
- Update on the Investment Firms Prudential Regime (IFPR) and remuneration;
- Crystal ball gazing
View Slides (PDF)
Michelle M Kirschner: A partner in the London office. She advises a broad range of financial institutions, including investment managers, integrated investment banks, corporate finance boutiques, private fund managers and private wealth managers at the most senior level.
Matthew Nunan: A partner in the London office. He specializes in financial services regulation and enforcement, investigations and white collar defense.
Martin Coombes: An associate in the London office and a member of the Financial Institutions group. He specialises in advising on UK and EU financial services regulation. This includes a wide range of financial services and compliance issues including advice on UK and EU regulatory developments, the regulatory aspects of corporate transactions and the on-going compliance obligations of financial services firms.
Chris Hickey: An associate in the London office and a member of the firm’s Financial Institutions group. He advises on a range of UK and EU financial services regulatory matters. This includes the regulatory elements of corporate transactions, regulatory change management and ongoing compliance requirements to which firms are subject.
CPD TRAINING/MCLE CREDIT INFORMATION:
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).
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 is an established leader in sustainable financing transactions. Join us for a discussion of the latest developments, best practices and predictions for ESG capital markets.
- The ESG Narrative in Attracting Capital
- Developed Products
- Green Bonds
- Sustainability-Linked Loans
- New Products
- Sustainability-Linked Bonds
- Social Bonds
- Transition Bonds
- ESG finance and reporting liability considerations
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Andrew L. Fabens is a partner in the New York office of Gibson, Dunn & Crutcher. Mr. Fabens is Co-Chair of Gibson Dunn’s Capital Markets Practice Group and is a member of Gibson Dunn’s Securities Regulation and Corporate Governance Practice Group. Mr. Fabens advises companies on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations. He represents issuers and underwriters in public and private corporate finance transactions, both in the United States and internationally. His experience encompasses initial public offerings, follow-on equity offerings, investment grade, high-yield and convertible debt offerings (including green and SLB bonds) and offerings of preferred, hybrid and derivative securities. In addition, he regularly advises companies and investment banks on corporate and securities law issues, including M&A financing, spinoff transactions and liability management programs.
Hillary Holmes is a partner in the Houston office of Gibson, Dunn & Crutcher, Co-Chair of the firm’s Capital Markets practice group, and a member of the firm’s Securities Regulation and Corporate Governance, Energy and Infrastructure, Oil and Gas, M&A and Private Equity practice groups. Ms. Holmes’ practice focuses on capital markets, securities regulation, and corporate governance, primarily in the energy industry. Ms. Holmes represents public companies and private companies of all sizes, MLPs, investment banks, management teams, and private equity in all forms of capital raising transactions, including IPOs, registered offerings of debt or equity, private placements, 144A offerings of debt or equity, joint ventures, structured investments, de-SPAC transactions, direct listings, sustainable financings, and spin-offs. Ms. Holmes provides regular counseling regarding securities laws, SEC reporting, ESG issues and governance matters. Ms. Holmes also frequently advises boards of directors, special committees and financial advisors in complex M&A transactions, conflicts of interest, and special situations.
Perlette Jura is a partner in Gibson Dunn’s Los Angeles office. Her practice focuses on complex trial and appellate litigation. She co-chairs the firm’s Transnational Litigation Group and its Environmental Social Governance practice. She has played a key role in a number of the firm’s most high-profile transnational, environmental and technology-driven matters. Ms. Jura has extensive experience working with the food and beverage, agricultural, aerospace, automotive, emerging technology and energy industries. In 2021, Ms. Jura was named among the Lawdragon Global Litigation 500, which recognizes those who specialize in international arbitration, public international law and advise leading corporations. She was recognized by Benchmark Litigation as one of the “Top 250 Women in Litigation” in 2020 and 2019. The Los Angeles Business Journal named Ms. Jura to its list of “Most Influential Women Lawyers” in Los Angeles, featuring 50 of the most accomplished female attorneys working in the region. In 2020, BTI Consulting Group honored Ms. Jura a Client Service All-Star, an attorney “who stand[s] above all the others in delivering the absolute best in client service.”
Michael A. Mencher is a corporate associate in the San Francisco office of Gibson, Dunn & Crutcher. He is a member of the Firm’s Capital Markets, Securities Regulation & Corporate Governance and ESG practice groups. His practice focuses on advising technology, life sciences and other public and pre-public companies on governance, ESG and sustainability, investor relations and SEC reporting and compliance matters and representing issuers in a wide variety of capital markets transactions, including initial public offerings and follow-on equity financings, sustainable finance transactions, private placements and debt financings.
Yair Y. Galil is of counsel in the New York office of Gibson Dunn, where he is a member of Gibson Dunn’s Global Finance, Business Restructuring and ESG Practice Groups. His 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.
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 as they discuss significant recent developments and forecast what to expect from the Environmental Protection Agency under the new U.S. presidential administration, including anticipated agency rulemakings, enforcement targets and initiatives, action on climate change, and more. Our panelists will also provide practical tips for identifying and addressing key environmental compliance risks and strengthening corporate technical and environmental compliance and governance programs.
View Slides (PDF)
PANELISTS:
Stacie Fletcher is a litigation partner in the Washington, D.C. office and Co-Chair of the Environmental Litigation and Mass Tort Practice Group. Ms. Fletcher has handled a wide variety of cases under federal and state environmental statutes, including serving as lead counsel on numerous enforcement defense matters with the EPA and state agencies. In 2018 and 2019, Ms. Fletcher was recognized as a Euromoney LMG “Rising Star” in the area of Environmental Law, and she was named each year since 2017 by US Legal 500 as an up-and-coming “next generation” lawyer in the area of Environmental Litigation.
David Fotouhi is a partner in the Washington D.C. office and recently rejoined the firm after serving as Acting General Counsel at the EPA, where he led an office of 245 attorneys and staff. Mr. Fotouhi played a critical role in developing the litigation strategy to defend the Agency’s actions from judicial challenge. He 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 where she is a member of the Environmental Litigation and Mass Tort Practice Group. Ms. Hudson devotes a significant portion of her time to 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 has also 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.
Rachel Corley is an associate in the Washington, D.C. office where she practices in the firm’s Litigation Department and is a member of the Environmental Litigation and Mass Tort Practice Group. Ms. Corley has represented clients in a wide range of federal and state litigation, including agency enforcement actions, cost recovery cases, and administrative rulemaking challenges.
MODERATOR:
Raymond Ludwiszewski is a partner in the Washington, D.C. office where he joined the firm’s Environmental Litigation and Mass Tort Practice Group after spending eight years in senior legal positions in the United States government dealing with environmental regulatory issues and litigation in the EPA and the Justice Department. He is listed in Washingtonian magazine’s Best Environmental Lawyers List, the Washington Post magazine’s Best Lawyers in America®, and Chambers USA.
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 hours, of which 1.5 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 1.25 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.
This webcast focuses on steps that a company should take when it plans to sell a business unit in a carve-out transaction. The webcast will also address how buyers in these transactions should protect their interests and increase the likelihood of success.
View Slides (PDF)
PANELISTS:
Stephen Glover is a partner in the Washington, D.C. office and 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, including spin-offs and related transactions, 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.
Pamela Endreny is a partner in the New York office and represents clients in a broad range of U.S. and international tax matters. Ms. Endreny’s experience includes mergers and acquisitions, spin-offs, joint ventures, financings and restructurings. She has obtained private letter rulings from the IRS on tax-free spin-offs and other corporate transactions, and she has represented clients on matters relating to audits and tax controversies before the IRS. She also advises on all types of transactions undertaken by private equity funds, hedge funds and family offices, as well as transactions involving asset managers, and she has experience with financial instruments and other derivatives and a wide variety of capital markets transactions.
Sean Feller is a partner in the Century City office, and a member of the firm’s Executive Compensation and Employee Benefits Practice Group. Mr. Feller’s practice focuses on all aspects of executive compensation and employee benefits, including tax, ERISA, accounting, corporate, and securities law aspects of equity and other incentive compensation plans; qualified and nonqualified retirement and deferred compensation plans and executive employment and severance arrangements. He also regularly advises companies, boards and management teams on compensation and benefits in mergers and acquisitions.
James A. Cox is a partner in the London office, where he serves as Co-Partner-in-Charge of the office. He is a member of the firm’s Labor and Employment Practice Group. Mr. Cox has extensive experience in contentious and non-contentious labor and employment matters, with an emphasis on the employment aspects of public and private mergers and acquisitions and outsourcing arrangements, corporate governance matters, cross-border employment issues, redundancies and workforce restructurings, boardroom appointments and removals, contractor and directorship matters, enforcing and resisting post-employment restrictive covenants, protecting confidential information from misuse by current and former employees, and other key labor and employment legal issues.
Evan M. D’Amico is a partner in the 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.
Candice Choh is a partner in the Century City office, where she practices in the firm’s Corporate Transactions Practice Group. Ms. Choh has a broad-based practice encompassing public and private company mergers and acquisitions across a wide variety of industries and other private equity transactions, including investment fund formation, co-investments, secondary transactions, and investments in sponsors. Ms. Choh regularly counsels private equity sponsors on firm structuring and internal governance matters.
David H. Kennedy is a partner in the Palo Alto office and a member of the Corporate Department. Mr. Kennedy regularly assists with intellectual property issues arising out of M&A transactions and joint ventures and has extensive experience involving a wide range of commercial transactions, including financing, distribution, supply, manufacturing, and services agreements, and with preserving intellectual property rights in a bankruptcy context.
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 hours, of which 1.5 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 1.25 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.
This presentation focuses on the federal Stored Communications Act, including its access and disclosure prohibitions. We also discuss recent cases interpreting the Stored Communications Act, as well as recent trends in data privacy and California’s new Prop 24.
This practical discussion emphasizes what companies need to know when responding to subpoenas that might calls for customer and client data and other content.
View Slides (PDF)
PANELISTS:
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.
Eric Vandevelde is a litigation partner in Gibson Dunn’s Los Angeles office and a member of its White Collar Defense and Investigations, Privacy, Cybersecurity and Data Innovation, Intellectual Property, and Crisis Management practice groups. He is a former federal prosecutor and an experienced trial and appellate attorney. Mr. Vandevelde’s practice focuses on white collar and regulatory enforcement defense, internal investigations, and technology-heavy civil litigation matters, often involving computer/software-related trade secrets, copyrights, patents, and other intellectual property. He routinely handles consumer protection investigations by state and federal regulators, including state Attorneys General and District Attorneys, as well as the Federal Trade Commission (FTC), into allegedly unfair, unlawful, and deceptive practices.
Lisa V. Zivkovic, Ph.D is an associate in the New York Office of Gibson, Dunn & Crutcher. She is a member of the Firm’s Privacy, Cybersecurity and Data Innovation, Technology Transactions, and Litigation practices groups. Ms. Zivkovic advises a wide range of clients, including technology, financial services, data aggregation and analytics, vehicle, and telematics companies, on new and complex legal and policy issues regarding global data privacy, cybersecurity, artificial intelligence, Internet of Things, and big data.
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.
Our panelists discuss significant recent developments and forecast what to expect from the new U.S. presidential administration on topics ranging from data privacy and cybersecurity to antitrust, corporate governance, international trade, money laundering, securities fraud, white collar defense and investigations, and more. Our panelists also will provide practical tips for identifying and addressing key compliance risks and strengthening corporate compliance programs.
Topics to be discussed include:
- Global Enforcement and Regulatory Developments
- The Biden Administration’s Expected Approach to Enforcement and Regulation
- Practical Recommendations for Improving Corporate Compliance
- DOJ and SEC Priorities, Policies, and Penalties
- Update on Key Governance Issues and Regulatory Requirements
View Slides (PDF)
MODERATOR:
Joseph Warin, a partner in Washington, D.C., is Co-Chair of the firm’s White Collar Defense and Investigations practice and former Assistant U.S. Attorney in Washington, D.C. Mr. Warin is consistently recognized annually in the top-tier by Chambers USA, Chambers Global, and Chambers Latin Americafor his FCPA, fraud and corporate investigations acumen. In 2018 Mr. Warin was selected by Chambers USAas a “Star” in FCPA, and “a “Leading Lawyer” in the nation in Securities Regulation: Enforcement. Global Investigations Review reported that Mr. Warin has now advised on more FCPA resolutions than any other lawyer since 2008. Who’s Who Legal and Global Investigations Review named Mr. Warin to their 2016 list of World’s Ten-Most Highly Regarded Investigations Lawyers based on a survey of clients and peers, noting that he was one of the “most highly nominated practitioners,” and a “’favourite’ of audit and special committees of public companies.” Mr. Warin has handled cases and investigations in more than 40 states and dozens of countries. His credibility at DOJ and the SEC is unsurpassed among private practitioners — a reputation based in large part on his experience as the only person ever to serve as a compliance monitor or counsel to the compliance monitor in three separate FCPA monitorships, pursuant to settlements with the SEC and DOJ: Statoil ASA (2007-2009); Siemens AG (2009-2012); and Alliance One International (2011-2013).
PANELISTS:
Roscoe Jones, a counsel in Washington, D.C., is a member of the firm’s Public Policy, Congressional Investigations, and Crisis Management groups. Mr. Jones formerly served as Chief of Staff to U.S. Representative Abigail Spanberger, Legislative Director to U.S. Senator Dianne Feinstein, and Senior Counsel to U.S. Senator Cory Booker, among other high-level roles on Capitol Hill.
Thomas Kim, a partner in Washington, D.C., is a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Mr. Kim focuses his practice on advising companies, underwriters and boards of directors on registered and exempt capital markets transactions, SEC regulatory and reporting issues, and corporate governance, as well as on general corporate and securities matters. Mr. Kim served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC.
Kristen Limarzi, a partner in Washington, D.C., focuses on investigations, litigation, and counseling on antitrust merger and conduct matters, as well as appellate and civil litigation. Ms. Limarzi previously served as the Chief of the Appellate Section of the U.S. Department of Justice’s Antitrust Division, where she led a team of more than a dozen professionals litigating appeals in the Division’s civil and criminal enforcement actions and participating as amicus curiae in private antitrust actions.
Jason J. Mendro, a partner in Washington, D.C., represents clients in wide-ranging shareholder disputes, including securities class actions, challenges to mergers and acquisitions, and derivative lawsuits alleging breaches of fiduciary duties. Mr. Mendro also advises boards of directors and special litigation committees in conducting internal investigations and addressing shareholder litigation demands. He has earned national recognition, being named “Litigator of the Week” by The American Lawyer and a “Rising Star” by Law360 and Super Lawyers.
Adam M. Smith, a partner in Washington, D.C., was the Senior Advisor to the Director of the U.S. Treasury Department’s OFAC and the Director for Multilateral Affairs on the National Security Council. His practice focuses on international trade compliance and white collar investigations, including with respect to federal and state economic sanctions enforcement, the FCPA, embargoes, and export controls. He routinely advises multi-national corporations regarding regulatory aspects of international business.
Lori Zyskowski, a partner in New York, is Co-Chair of the firm’s Securities Regulation and Corporate Governance practice. She was previously Executive Counsel, Corporate, Securities & Finance at GE. She advises clients, including public companies and their boards of directors, on a wide variety of corporate governance and securities disclosure issues, and provides a unique perspective gained from over 12 years working in-house at S&P 500 corporations.
Lora MacDonald, an associate in Washington, D.C., practices in the firm’s Litigation Department, focusing on white collar criminal defense and internal investigations. Ms. MacDonald has experience conducting internal investigations and advising clients on compliance with the FCPA and other anti-corruption laws. She also assists clients under investigation by the World Bank Integrity Vice Presidency and companies already subject to World Bank sanction.
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 3.0 credit hours, of which 3.0 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 2.5 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.
Please join the authors of An Employer Playbook for the COVID “Vaccine Wars”: Strategies and Considerations for Workplace Vaccination Policies (Feb. 2021) for the latest information and trends relating to workplace vaccination policies and programs. Topics will include whether to mandate COVID-19 vaccinations or merely encourage them; pros and cons of both approaches; pertinent EEOC, OSHA, and CDC guidance; ways to minimize obstacles to employee vaccination including whether to provide vaccinations on site; issues relating to incentives programs; how to handle employees who cannot be, or claim they cannot be, vaccinated; how to build buy-in and plan for conflict resolution; workplace mask and social distancing requirements for vaccinated workers; how the National Labor Relations Act may be implicated; and whether there is a role for waivers or risk disclosures to reduce potential liability.
View Slides (PDF)
PANELISTS:
Jessica Brown is a partner in the Denver office of Gibson, Dunn & Crutcher and a member of the firm’s Labor and Employment and White Collar Defense and Investigations Practice Groups. Ms. Brown advises corporate clients regarding COVID-19 liability risks, workplace vaccination policies, Colorado Equal Pay for Equal Work Act Transparency Rules, anti-harassment, whistleblower complaints, reductions in force, mandatory arbitration programs, return-to-work protocols, and matters that intersect with intellectual property law, such as noncompete agreements and trade secrecy programs. She has assisted clients to conduct audits of their pay practices for purposes of compliance with state and federal equal pay and wage and hour laws. In addition, Ms. Brown has defended nationwide and state-wide class action and individual lawsuits alleging, for example, gender discrimination under Title VII, failure to permit facility access under the Americans with Disabilities Act, and failure to compensate workers properly under the Fair Labor Standards Act. She has been ranked by Chambers USA as a leading Labor and Employment lawyer in Colorado for 16 consecutive years and is currently ranked in Band 1. She also is the current President of the Colorado Bar Association.
Lauren Elliot is a partner in the New York office of Gibson, Dunn & Crutcher and a member of the firm’s Life Sciences, Product Liability, and Labor and Employment Practice Groups. Ms. Elliot has defended pharmaceutical and biotech companies in cases involving a broad spectrum of well-known life sciences products including vaccines. She served as national counsel to Wyeth (now Pfizer) in close to 400 product liability actions in which plaintiffs alleged that childhood vaccines cause autism spectrum disorders. She also often assesses product liability risks in connection with planned corporate acquisitions on behalf of acquiring companies. Legal Media Group has named Ms. Elliot to its Expert Guides Guide to the World’s Leading Women in Business Law for Product Liability three times and she has served two terms as a member of the Product Liability Committee for the Association of the Bar of the City of New York. Ms. Elliot also has spent close to a decade defending labor and employment claims in class actions and individual lawsuits alleging violations of state labor laws and the Fair Labor Standards Act.
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.
President-elect Joseph Biden’s public statements and pick for Attorney General suggest that the U.S. Department of Justice, under a Biden-Harris administration, will focus additional resources on criminal and civil corporate enforcement. Please join our panelists, including two white collar practice group co-chairs and two key members of the firm’s global White Collar Defense and Investigations Practice Group, in a discussion of recent cases, current Department of Justice policies, and the expected landscape of U.S. white collar enforcement in the upcoming year in the areas of sanctions/export controls, anti-money laundering and healthcare fraud.
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PANELISTS:
Nicola Hanna is a partner in the Los Angeles office and co-chair of the firm’s global White Collar Defense and Investigations practice. Mr. Hanna previously served as the presidentially appointed and Senate-confirmed United States Attorney for the Central District of California for three years. In this role, he was the chief federal law enforcement officer for the Los Angeles-based district, the largest Department of Justice office outside of Washington, D.C., and oversaw approximately 280 Assistant U.S. Attorneys. Under his leadership, the Central District brought and litigated some of the most impactful cases in the country and recovered nearly $4.5 billion in criminal penalties, civil recoveries, forfeited assets, and restitution. During his tenure as U.S. Attorney, Mr. Hanna served as the Chair of the Attorney General’s Advisory Committee’s White Collar Fraud Subcommittee. He also was a member of the Department of Justice Corporate Enforcement and Accountability Working Group, and one of two U.S. Attorneys on the Task Force on Market Integrity and Consumer Fraud chaired by the Deputy Attorney General.
F. Joseph Warin is a partner in the Washington, D.C. office and co-chair of the firm’s global White Collar Defense and Investigations practice. He also is chair of the Washington, D.C. office’s 200-person Litigation Department. Mr. Warin 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 and government regulators. He is ranked annually in the top-tier by Chambers USA, Chambers Global, and Chambers Latin America for his FCPA, fraud and corporate investigations experience.
John D. W. Partridge, a Co-Chair of Gibson Dunn’s FDA and Health Care Practice Group, focuses on white collar defense, internal investigations, regulatory inquiries, and complex commercial litigation for companies in the life sciences and health care industry, among others. He has particular experience with the Anti-Kickback Statute, the False Claims Act, and the Foreign Corrupt Practices Act. He also regularly counsels major corporations regarding their international anti-corruption and domestic fraud and abuse compliance programs.
Courtney M. Brown is a senior associate in Gibson Dunn’s Washington, D.C. office, where she practices primarily in the areas of white collar criminal defense and corporate compliance. Ms. Brown has experience representing and advising multinational corporate clients and boards of directors in internal and government investigations on a wide range of topics, including anti-corruption, anti-money laundering, healthcare fraud, sanctions, securities, and tax. She has participated in two government-mandated FCPA compliance monitorships and conducted compliance trainings for in-house counsel and employees.
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 hours, of which 1.5 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 1.5 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.
Public companies have for many years used the spin-off as a technique for transferring a business unit that is no longer a good strategic fit with the businesses they wish to retain. Although there have been relatively few spin-offs since the pandemic began, this tool is likely to receive renewed attention as the economy emerges from the pandemic and companies reconfigure their businesses.
This webcast reviews the principal issues that management teams and their advisors are likely to confront when they structure a spin-off transaction, including corporate, tax, capital markets, intellectual property and employee benefits matters. It will focus on the latest techniques for solving the problems that most frequently arise in each of these areas.
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PANELISTS:
Stephen Glover is a partner in Gibson Dunn’s Washington, D.C. office and 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, including spin-offs and related transactions, 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.
Daniel Angel is a partner in Gibson Dunn’s New York office, Co-Chair of the firm’s Technology Transactions Practice Group and a member of its Strategic Sourcing and Commercial Transactions Practice Group. He is a transactional attorney who has represented clients on technology-related transactions since 2003. Mr. Angel has worked with a broad variety of clients ranging from market leaders to start-ups in a wide range of industries including financial services, private equity funds, life sciences, specialty chemicals, insurance, energy and telecommunications.
Mike Collins is a partner in Gibson Dunn’s Washington, D.C. office and Co-Chair of the Executive Compensation and Employee Benefits Practice Group. His practice focuses on all aspects of employee benefits and executive compensation. He represents buyers and sellers in corporate transactions and companies in drafting and negotiating employment and equity compensation arrangements, and has advised many clients on the employment and benefits issued raised in corporate spin-offs.
Andrew Fabens is a partner in Gibson Dunn’s New York office, Co-Chair of the firm’s Capital Markets Practice Group and a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Mr. Fabens advises companies on long-term and strategic capital planning, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations. He represents issuers and underwriters in public and private corporate finance transactions, both in the United States and internationally.
Saee Muzumdar is a partner in Gibson Dunn’s New York office and a member of the firm’s Mergers and Acquisitions Practice Group. Ms. Muzumdar is a corporate transactional lawyer whose practice includes representing both strategic companies and private equity clients (including their portfolio companies) in connection with all aspects of their domestic and cross-border M&A activities and general corporate counseling.
Dan Zygielbaum is a partner in Gibson Dunn’s Washington, D.C. office and a member of the firm’s Tax and Real Estate Investment Trust (REIT) Practice Groups. Mr. Zygielbaum’s practice focuses on tax planning for public and private M&A, spinoffs, joint ventures, investment fund formations, real estate transactions, REITs, and capital markets transactions. His clients include private equity and real estate sponsors, public and private companies, REITs, sovereign wealth funds, and real estate investors, developers, managers, and lenders.
Julia Lapitskaya is of counsel in Gibson Dunn’s New York office and a member of the firm’s Securities Regulation and Corporate Governance Practice Group. Ms. Lapitskaya’s practice focuses on corporate governance best practices, state corporate laws, SEC regulations and executive compensation disclosure issues, with particular emphasis on disclosure issues and issues arising in initial public offerings and mergers and acquisitions transactions.
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 Michelle Kirschner, Matthew Nunan, Steve Melrose and Martin Coombes in a review of financial services regulatory developments in 2020 and what these developments indicate about the future regulatory direction of travel.
The webinar will provide an overview of the regulatory landscape, now and in the coming years, through the prism of three areas of increasing regulatory focus: (1) governance, culture and individual accountability; (2) conduct and enforcement; and (3) operational and financial resilience. We will provide practical guidance to firms to ensure continuing compliance with regulatory expectations in each of these three areas. We will then focus on the UK’s post-Brexit regulatory framework including the potential for regulatory divergence and the UK’s role on the global stage.
We also invite you to read our recent UK Financial Services Regulation – 2020 Year-End Review published on 14 January.
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PANELISTS:
Michelle M Kirschner: A partner in the London office. She advises a broad range of financial institutions, including investment managers, integrated investment banks, corporate finance boutiques, private fund managers and private wealth managers at the most senior level.
Matthew Nunan: A partner in the London office. He specializes in financial services regulation and enforcement, investigations and white collar defense having previously been the Head of Conduct Risk for EMEA at a major global bank. Prior to that he was Head of Wholesale Enforcement at the UK Financial Conduct Authority and has also been a case controller at the UK Serious Fraud Office.
Steve Melrose: An associate in the London office and a member of the Dispute Resolution and White Collar Defense and Investigations groups. His practice focuses on domestic and cross-border corporate investigations, regulatory investigations and white-collar criminal matters.
Martin Coombes: An associate in the London office and a member of the Financial Institutions group. He specializes in advising on UK and EU financial services regulation, including a wide range of financial services and compliance issues including advice on UK and EU regulatory developments, the regulatory aspects of corporate transactions and the on-going compliance obligations of financial services firms.
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.