INSTITUTES & PROGRAMS - January - June 2020 - Practising Law Institute
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A Nonprofit Learning Organization INSTITUTES & PROGRAMS January – June 2020 REGISTER TODAY 800.260.4754 www.pli.edu/YFW0 A nonprofit learning organization dedicated to keeping attorneys, accountants and other professionals at the forefront of knowledge and expertise
EARN CLE WHILE LEARNING FROM THE BEST WITH PLI — EXPLORE OUR PROGRAMS FOR THE FIRST HALF OF 2020 As the law changes, so does PLI’s authoritative tools and training to keep you up to date on innovations throughout the profession. Only PLI can assemble more than 4,000 of the world’s foremost practitioners — including those from the government and judiciary — to deliver award-winning continuing education programs that are as practical as they are topical. It’s why more than 300,000 legal professionals trust us for training, instruction, and staying current on developments in the law. And we make it easy: Privileged Members benefit from unlimited access to our vast library of CLE courses in formats fitting their busy schedules — at no additional cost: • Earn credit hours remotely by viewing any one of our thousands of on-demand programs available on our website • Attend one of the 400+ live PLI programs and SEC Institute Forums we hold across the country — with many programs viewable through live webcasts and groupcasts • Benefit from our timely One-Hour Briefings on leading industry topics, our web-exclusive Studio Briefing roundtables, and our Interactive Learning Center’s cutting-edge programs and games Whether you need an update on a facet of law, curricula to help you train your teams, or tools to manage your credit history, PLI exists to serve you and your profession. We remain deeply committed to creating the most innovative, informative, and accessible CLE training — without any hassle. Staying current has never been easier. Sincerely, Craig A. Miller, Esq. Vice President, Membership
TABLE OF CONTENTS Accounting The Foreign Corrupt Practices Act and Intellectual Property and Technology Nonprofit 35th Midyear SEC Reporting & International Anti-Corruption Advanced Copyright Law 2020.......................43 Advising Nonprofit Organizations 2020...........69 FASB Forum.................................................21 Developments 2020.....................................10 Advanced Licensing Agreements 2020...........40 Audit Committees and Financial Fundamentals of Investment Adviser Advanced Trademark Law 2020......................43 Patent Reporting 2020............................................22 Regulation 2020...........................................18 Artificial Intelligence and Data-Driven Fundamentals of Patent Litigation 2020.........48 Basics of Accounting for Lawyers 2020..........21 The Future of AdTech Law..............................11 Transactions 2020........................................44 IP Monetization and Investment 2020.............42 How to Read Financial Statements 2020..........8 Global Capital Markets & the U.S. Artificial Intelligence Law 2020........................40 Patent Eligibility, Prior Art, Obviousness and SEC Reporting and Practice Skills Securities Laws 2020...................................11 Cannabis.........................................................10 Disclosure 2020...........................................49 Workshop for Lawyers 2020..........................3 Government Investigations 2020....................52 Cloud Computing 2020...................................44 Patent Fundamentals Bootcamp 2020...........50 SEC Reporting Skills Workshop for How to Prepare an Initial Public Cybersecurity Best Practices for Patent Law Institute 2020................................49 Financial Professionals 2020.......................21 Offering 2020...............................................14 Lawyers 2020...............................................32 Patent Office Exam Course 2020....................48 How to Read Financial Statements 2020..........8 Entertainment Law 2020.................................41 TechLaw Institute 2020...................................42 Antitrust Internal Investigations 2020............................18 Developments in Antitrust Law & Ethics in Social Media 2020............................66 Privacy/Cybersecurity Investing, Trading and Doing Deals Fashion and Retail Law 2020..........................45 Regulation 2020...........................................61 in a Dynamic World 2020...............................7 Advanced Data Privacy, Cybersecurity and Financial Services Technology 2020...............58 TCPA Class Action Litigation 2020..............51 Banking Legal Operations 2020......................................6 Fundamentals of Copyright Law in Leveraged Financing 2020..............................15 Artificial Intelligence and Data-Driven 25th Annual Consumer Financial Services the Data Era 2020........................................47 Transactions 2020........................................44 Institute (2020).............................................58 Mergers & Acquisitions 2020............................3 Fundamentals of Trademark Law in the Artificial Intelligence Law 2020........................40 Fiduciary Investment Advice 2020....................6 Negotiating Commercial Leases 2020............34 Global Marketplace 2020.............................47 Cloud Computing 2020...................................44 Financial Services Technology 2020...............58 Negotiating Real Estate Deals 2020................35 The Future of AdTech Law..............................11 Cybersecurity Best Practices for Understanding Financial Products 2020...........5 Nineteenth Annual Institute on Hot Topics in Advertising Law 2020................46 Lawyers 2020...............................................32 Securities Regulation in Europe.....................6 Intellectual Property Rights Bankruptcy and Restructuring The Future of Blockchain and Digital Assets...51 Private Fund Regulatory Developments Enforcement 2020........................................39 Bankruptcy & Reorganizations 2020...............59 and Compliance Challenges 2020.................5 Social Media and Mobile Devices 2020..........41 Internet of Things 2020...................................46 TechLaw Institute 2020...................................42 Commercial Real Estate Financing 2020........34 Private Placements and Hybrid IP Issues in Business Transactions 2020........39 Recent Developments in Distressed Debt, Securities Offerings 2020.............................12 Twenty-First Annual Institute on Privacy IP Monetization and Investment 2020.............42 and Cybersecurity Law................................45 Restructurings and Workouts 2020.............59 Real Estate M&A and REIT NEW! Noncompetes and Restrictive Transactions 2020 .......................................33 Covenants 2020...........................................27 Pro Bono Communications/Telecommunications SEC Reporting and Practice Skills Broadband and Cable Industry Law 2020......50 Patent Eligibility, Prior Art, Obviousness and 20th Annual School Law Institute....................70 Workshop for Lawyers 2020..........................3 Disclosure 2020...........................................49 32nd Annual Elder Law Institute......................70 Entertainment Law 2020.................................41 SEC Reporting Skills Workshop for Ethics in Social Media 2020............................66 Social Media and Mobile Devices 2020..........41 Addressing Domestic Violence Across Financial Professionals 2020.......................21 Practice Areas 2020.....................................67 Health Care Technology 2020.........................62 TechLaw Institute 2020...................................42 The SEC Speaks in 2020...................................9 Advising Nonprofit Organizations 2020...........69 Twenty-First Annual Institute on Privacy Secured Transactions 2020...............................4 and Cybersecurity Law................................45 Asylum, Special Immigrant Juvenile Status, Compliance Securities Litigation 2020..................................9 Crime Victim, and Other Immigration 35th Midyear SEC Reporting & FASB Forum ................................................21 Social Media and Mobile Devices 2020..........41 International Relief 2020...................................................62 Anti-Money Laundering 2020..........................20 Twenty-First Annual Private Equity Forum......14 Cross-Border Employment Law 2020.............29 Basic Immigration Law 2020...........................62 Cloud Computing 2020...................................44 Understanding Financial Products 2020...........5 Doing Business in and with Emerging California Eviction Defense.............................69 Venture Capital 2020.......................................13 Markets 2020...............................................17 California Public Benefits................................70 Compliance & Ethics Essentials 2020.............20 Writing for Transactional Lawyers 2020 .........61 International Estate & Tax Planning 2020........35 Ethics for Government Lawyers 2020.............65 Enforcement 2020...........................................16 The Foreign Corrupt Practices Act and Helping Homeowners Facing Fair Lending ESG (Environmental, Social, and Governance) Diversity International Anti-Corruption and Promoting Corporate Problems in Home Repairs and Diversity & Inclusion in Law Practice 2020.....65 Developments 2020.....................................10 Improvements..............................................71 Sustainability 2020.......................................12 International Arbitration 2020..........................57 Mental Health Issues & the New York State Ethics for In-House Corporate Employment and Labor Law Counsel 2020...............................................67 International Tax Issues 2020..........................24 Courts 2020.................................................71 Cross-Border Employment Law 2020.............29 The Foreign Corrupt Practices Act and Nineteenth Annual Institute on New York Public Assistance and Food Employment Discrimination Law & Securities Regulation in Europe.....................6 International Anti-Corruption Litigation 2020.............................................29 Stamp Advocacy 2020.................................72 Developments 2020.....................................10 Internal Investigations 2020............................18 Insurance Prison Law 2020..............................................72 Fundamentals of Investment Adviser NEW! Noncompetes and Restrictive Health Care Technology 2020.........................62 Pro Bono Basics 2020.....................................69 Regulation 2020...........................................18 Covenants 2020...........................................27 Understanding Financial Products 2020...........5 Social Security Disability 2020........................69 Global Capital Markets & the U.S. OFCCP & Government Contractors 2020.......27 NEW! Voter Rights 2020..................................71 Securities Laws 2020...................................11 Psychological Issues in the Law Practice Management Working with Domestic Violence Internal Investigations 2020............................18 Workplace 2020...........................................28 Cybersecurity Best Practices for Immigrant Survivors.....................................70 Nineteenth Annual Institute on Securities Social Media and Mobile Devices 2020..........41 Lawyers 2020...............................................32 Wrongful Conviction 2020...............................71 Regulation in Europe......................................6 Understanding Employment Law 2020...........28 Project Management for Lawyers 2020..........32 OFCCP & Government Contractors 2020.......27 Professional Skills Wage & Hour Litigation and Litigation All-Star Business Development Private Fund Regulatory Developments Compliance 2020.........................................26 and Compliance Challenges 2020.................5 25th Annual Consumer Financial for Lawyers 2020.........................................60 Private Placements and Hybrid ERISA and Employee Benefits Services Institute (2020)...............................58 Appellate Advocacy 2020...............................55 Securities Offerings 2020.............................12 Cool Compensation Considerations Advanced Data Privacy, Cybersecurity and Basic Negotiation Skills 2020..........................52 SEC Reporting and Practice Skills for the Private Company 2020.....................30 TCPA Class Action Litigation 2020..............51 Bridge-the-Gap I.............................................64 Workshop for Lawyers 2020..........................3 ERISA Plan Investments in the Appellate Advocacy 2020...............................55 Bridge-the-Gap II............................................64 SEC Reporting Skills Workshop for Financial Markets 2020................................30 Basic Negotiation Skills 2020..........................52 Drafting and Negotiating Corporate Financial Professionals 2020.......................21 Pension Plan Investments 2020......................31 Class Action Litigation 2020............................57 Agreements 2020...........................................4 Social Media and Mobile Devices 2020..........41 Understanding Financial Products 2020...........5 Cross-Border Employment Law 2020.............29 Ethics in Social Media 2020............................66 Twenty-First Annual Private Equity Forum......14 Current Developments in Federal How to Prepare an Initial Public Estates and Trusts Civil Practice 2020.......................................53 Offering 2020...............................................14 Corporate and Securities International Estate & Tax Planning 2020........35 Delaware Law Developments 2020.................17 How to Read Financial Statements 2020..........8 25th Annual Consumer Financial Understanding Financial Products 2020...........5 Employment Discrimination Law & Presentation Skills for Attorneys 2020............60 Services Institute (2020)...............................58 Litigation 2020.............................................29 Writing for Transactional Lawyers 2020 .........61 35th Midyear SEC Reporting & Ethics/Professional Responsibility Ethics for Commercial Litigators 2020............66 FASB Forum ................................................21 Bridge-the-Gap I.............................................64 Real Estate Ethics in Discovery 2020.................................67 Acquiring or Selling the Privately Bridge-the-Gap II............................................64 22nd Annual Real Estate Tax Forum...............24 Expert Witness 2020.......................................56 Held Company 2020....................................16 Ethics for Commercial Litigators 2020............66 CMBS and the Real Estate Lawyer 2020........33 Fundamentals of Patent Litigation 2020.........48 Alcohol Beverage Law 2020............................15 Ethics for Corporate Lawyers..........................66 Commercial Real Estate Financing 2020........34 Fundamentals of Taking and Defending Audit Committees and Financial Ethics for Financial Industry Lawyers 2020.....66 Depositions 2020.........................................53 Fashion and Retail Law 2020..........................45 Reporting 2020............................................22 Ethics for Government Lawyers 2020.............65 Government Investigations 2020....................52 How to Read Financial Statements 2020..........8 Basics of Mutual Funds and Other Ethics for In-House Corporate Internal Investigations 2020............................18 Negotiating Commercial Leases 2020............34 Registered Investment Companies 2020.....13 Counsel 2020...............................................67 Negotiating Real Estate Deals 2020................35 International Arbitration 2020..........................57 Cannabis.........................................................10 Ethics for the Negotiating Lawyer 2020..........65 Real Estate M&A and REIT Mental Health Issues & the New York State Cloud Computing 2020...................................44 The Ethics Game Show 2020..........................67 Courts 2020.................................................71 Transactions 2020 .......................................33 CMBS and the Real Estate Lawyer 2020........33 Ethics in Discovery 2020.................................67 New York CPLR 2020......................................54 Commercial Real Estate Financing 2020........34 Ethics in Social Media 2020............................66 Tax Patent Fundamentals Bootcamp 2020...........50 22nd Annual Real Estate Tax Forum...............24 Compliance & Ethics Essentials 2020.............20 Illinois Professional Responsibility Patent Law Institute 2020................................49 Cool Compensation Considerations MCLE Marathon 2020..................................64 2017 Tax Act....................................................25 Presentation Skills for Attorneys 2020............60 Consolidated Tax Return Regulations 2020....23 for the Private Company 2020.....................30 Family Law Pretrial Practice 2020......................................55 International Estate & Tax Planning 2020........35 Corporate Governance......................................8 20th Annual School Law Institute....................70 Psychological Issues in the International Tax Issues 2020..........................24 Delaware Law Developments 2020.................17 Workplace 2020...........................................28 Doing Business in and with Emerging Addressing Domestic Violence Across Hot Topics in State and Local Tax 2020..........25 Practice Areas 2020.....................................67 Securities Litigation 2020..................................9 Markets 2020...............................................17 How to Read Financial Statements 2020..........8 Selecting a Jury in 2020..................................56 Doing Deals 2020..............................................7 Health Care and Life Sciences Tax Planning for Domestic & Foreign Social Security Disability 2020........................69 Partnerships, LLCs, Joint Ventures & Drafting and Negotiating Corporate 32nd Annual Elder Law Institute......................70 Agreements 2020...........................................4 Specialized Deposition Techniques 2020........54 Other Strategic Alliances 2020....................26 Health Care Technology 2020.........................62 Understanding Employment Law 2020...........28 Enforcement 2020...........................................16 Taxation of Financial Products and ERISA Plan Investments in the Immigration Wage & Hour Litigation and Transactions 2020........................................23 Financial Markets 2020................................30 Asylum, Special Immigrant Juvenile Status, Compliance 2020.........................................26 Understanding Financial Products 2020...........5 ESG (Environmental, Social, and Governance) Crime Victim, and Other Immigration Wrongful Conviction 2020...............................71 and Promoting Corporate Relief 2020...................................................62 MCLE Requirements Calendar of Events.................................. 36-37 Sustainability 2020.......................................12 Basic Immigration Law 2020...........................62 Bridge-the-Gap I.............................................64 General Information......................................72 Ethics for Financial Industry Lawyers 2020.....66 Working with Domestic Violence Bridge-the-Gap II............................................64 Index...............................................................73 Fashion and Retail Law 2020..........................45 Immigrant Survivors.....................................70 Illinois Professional Responsibility Fiduciary Investment Advice 2020....................6 MCLE Marathon 2020..................................64 Financial Services Technology 2020...............58 New Jersey Basic CLE Marathon 2020 ..........64 Register/Order Online at www.pli.edu/YFW0 | 1
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CORPORATE & SECURITIES Mergers & Acquisitions 2020: Limited Space. Register Early! Advanced Trends and Developments† SEC Reporting and Practice Skills Workshop for Lawyers 2020† Chair Kevin Miller, Alston & Bird LLP, New York City Workshop Leaders Merger and acquisition activity remained robust in 2019. The ability Gary M. Brown, Partner, Nelson Mullins Riley & Scarborough LLP to properly advise companies, their boards of directors and special George M. Wilson, Director, SEC Institute, a Division of PLI committees and to effectively negotiate an M&A transaction requires Many lawyers learn SEC reporting through on-the-job training that detailed knowledge of the latest trends and developments affecting often is piecemeal at best. This Workshop is intended to replace M&A. This program will help you stay up to date on M&A activity that ad-hoc learning process by helping participants develop an and cutting-edge trends and developments regarding M&A litigation, in-depth understanding of the reporting requirements of the U.S. federal appropriate board and special committee processes, SEC disclosure securities laws. Workshop participants will build the foundational matters, and tax and other issues with important M&A implications. knowledge and practical experience necessary to understand, prepare Panels of top industry professionals, a Justice of the Delaware Supreme and review periodic and current reports and proxy statements in order Court, two members of the Delaware Court of Chancery, and the Chief to comply with the SEC’s detailed disclosure requirements. Participants of the Office of Mergers & Acquisitions at the Securities and Exchange will also learn important rules and techniques for communicating Commission will discuss these and other developments. with the public, including what triggers the “duty to disclose,” the Topics Include importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting • The outlook for mergers and acquisitions in 2020 potential liability. This Workshop is also a great refresher for any • How to best advise a special committee in the current lawyers who desire to keep their SEC reporting skills up to date. M&A environment The Workshop is geared to beginners or as a refresher for experienced • The impact of recent Delaware decisions on standards for assessing SEC reporting professionals. Attorneys, general counsel, in-house board behavior in the context of a sale of a company counsel and corporate legal staff, investor relations professionals, • The latest tax trends and developments affecting M&A transactions and others involved in the preparation of SEC filings will take away • The latest developments in litigation trends affecting the deal valuable practical information and skills necessary to satisfy the environment, and much, much more . . . current SEC reporting requirements. For accountants and auditors, we recommend taking our SEC Reporting Skills Workshop for Financial Special Feature Professionals for a more in-depth analysis of financial reporting issues • Earn one hour of Ethics credit in SEC reporting. Credit Available: CLE, CPD and CPE (NASBA) Topics Include Senior Program Attorney: Lauren E. Nochta • Key disclosures and issues in Forms 10-K, 10-Q, and 8-K, and the proxy statement New York, Live Webcast* & Groupcast Locations, January 9-10 • How to communicate with the public within the constraints of the New York, #273833 • Atlanta, #284151 • Boston, #283343 • Cleveland, SEC’s rules and guidance, including Regulation FD (“fair disclosure”) #283766 • Indianapolis, #283853 • New Brunswick, #284683 and Regulation G (“non-GAAP financial measures”) Program Fee: $1,895; Privileged Member Fee: $0 • How to implement stock buyback programs (including pursuant Course Handbook: #273836, $230 to Rules 10b-18 as well as issuer tender offers) and to protect the company and executives from charges of insider trading, including “Every year, I remain impressed with the quality of this program and the through the use of insider trading policies and Rule 10b5-1 plans faculty. So informative! Outstanding in all respects. Thank you.” • How to ensure compliance by executives with Section 16 reporting – James Lawless, Butler Snow and disclosure requirements • How to write an effective MD&A “Very well done, practical and informative. Great panel that engaged in • Latest developments in SEC reporting, including changes from the thoughtful discussions.” SEC’s Disclosure Modernization and Simplification rules and other – Robert Katz, Jabil Inc. recent and proposed amendments • How to deal with the SEC staff and understand their “hot buttons,” “The overall quality was excellent. The Tax Aspects presentations, in including frequent comment areas such as executive compensation, particular, both oral and written, were excellent!” non-GAAP measures, contingencies, cybersecurity, revenue – Saul Laureles, Schlumberger Limited recognition and segments Special Feature • Earn one hour of Ethics credit Prerequisites: We recommend some prior experience with the SEC reporting process and use of the Instructions to Forms and Regulations S-K and S-X. Credit Available: CLE, CPD, CPE (NASBA) and CFE Fraud Senior Program Attorney: Robin D. Goldstein San Francisco & Live Webcast,* January 9-10 New York & Live Webcast,* February 24-25 San Francisco, April 9-10 New York, June 25-26 Can’t Attend Live? San Francisco (January), #284567 • New York (February), #284568 • San Francisco (April), #284569 • New York (June), #284570 Join us on pli.edu and watch the Program Fee: $1,595; Privileged Member Fee: $1,276 program on-demand a week later SEC Institute is not affiliated with the U.S. Securities and Exchange Commission. Note: Privileged Members will receive a 20% discount. Register/Order Online at www.pli.edu/YFW0 | 3
CORPORATE & SECURITIES Drafting and Negotiating Corporate Agreements Secured Transactions 2020: What Lawyers Need 2020† to Know About UCC Article 9† Co-Chairs Co-Chairs Alyssa A. Grikscheit, Sidley Austin LLP, New York City (New York only) Kenneth Chin, Kramer Levin Naftalis & Frankel LLP, New York City Jodi A. Simala, Mayer Brown LLP, Chicago (Chicago only) Penelope L. Christophorou, Cleary Gottlieb Steen & Hamilton LLP, Martin A. Wellington, Sidley Austin LLP, Palo Alto (San Francisco only) New York City Learn the basics of drafting and negotiating corporate agreements — Secured transactions — interests in specific collateral granted by the from how the provisions of an agreement fit together, to the fundamental debtor in conjunction with the debtor’s promise to pay — are governed drafting and negotiating principles common to all corporate agreements. by Article 9 of the Uniform Commercial Code. Understanding UCC Our expert faculty will teach you how to reduce your client’s goals to Article 9 and how to properly secure collateral is fundamental for a complete, clearly written and enforceable agreement, and how to attorneys at all levels of their banking, commercial, corporate, and identify what issues are most likely to come up in a negotiation of that transactional practice. agreement. You will gain an understanding of why and where the tough A faculty of experienced UCC practitioners will address the issues usually arise during the drafting phase, as well as what you can fundamentals of acquiring a security interest, including how to attach, to do to effectively, and creatively, solve those issues. Plus you will obtain perfect (filing and non-filing methods), and to gain (and maintain) priority a litigator’s perspective on how to draft contracts with enforcement in the collateral of your choice. They will share their best practices on in mind, and learn about common ethical issues in drafting how to secure the most common forms of collateral, as well as how to corporate agreements. perfect a security interest in some uncommon forms of collateral. There Topics Include will be an in-depth discussion on UCC considerations when things go wrong, and a review of common default and enforcement issues, • Key terms of standard transactional agreements and how they including protecting your security interest from the bankruptcy trustee. are organized Attendees will also have the opportunity to improve their understanding • When and how to use letters of intent, confidentiality and of how to best draft a security agreement. Throughout the program the standstill agreements faculty will feature relevant new case law as well. • The wide range of M&A agreements, both public and private Corporate, banking, commercial and transactional attorneys at all levels • Special agreements, including equity (NYC & CHI), credit/indenture will find this program to be uniquely helpful and insightful. (NYC), employment (SF & CHI), and licensing (SF) agreements • The importance of boilerplate to the enforcement of contracts from Topics Include a litigator’s perspective • Where to file • Common ethical errors in contracts • Is perfection by filing the best method? • How to describe the collateral Special Feature • Determining the debtor’s name • Earn one hour of Ethics credit • How to categorize collateral Credit Available: CLE, CPD and CPE (NASBA) • Techniques for drafting the security agreement Program Attorney: Jesse Sands • What are the non-temporal priorities, and why do they matter? • How do you know that the security interest has attached? New York, Live Webcast* & Groupcast Locations, January 15 • How to perfect in assets commonly held by individuals, including Chicago, January 30 bitcoins and PayPal accounts San Francisco & Live Webcast,* February 10 • How to comply with the default enforcement rules New York, #278611 • Atlanta, #284552 • Columbus, #284547 • What is the difference between a public and a private sale? • Mechanicsburg, #284551 • Nashville, #284548 • New Brunswick, #284717 • Philadelphia, #284549 • Pittsburgh, #284550 • Chicago, #278612 • When can the secured creditor buy in at the sale? • San Francisco, #278613 • How bankruptcy can affect your lien Program Fee: $1,850; Privileged Member Fee: $0 Course Handbook: #278622, $115 Credit Available: CLE, CPD and CPE (NASBA) Program Attorney: Stephanie N. Figueroa “I found this seminar to be extremely informative and interesting.” – Janet Madden, Reed Smith LLP New York, Live Webcast* & Groupcast Locations, January 16 New York, #278915 • Atlanta, #284242 • Columbus, #283417 “Very helpful; always learn something new. Nice job by moderator.” • Mechanicsburg, #283894 • Nashville, #283720 • New Brunswick, #284710 • Philadelphia, #283892 • Pittsburgh, #283893 – James Hughes, Young Conaway Stargatt & Taylor LLP Program Fee: $1,850; Privileged Member Fee: $0 Course Handbook: #278916, $230 Footnote Key: † Transitional CLE course: For newly admitted attorneys during the first two years after admission to the Bar of the State of New York. *Webcast attendees: Please register online prior to the program date. 4 | To Register/Order, Call 800.260.4754
CORPORATE & SECURITIES Understanding Financial Products 2020† Private Fund Regulatory Developments and Co-Chairs Compliance Challenges 2020 Margery K. Neale, Willkie Farr & Gallagher LLP, New York City Chair Robert S. Risoleo, Sullivan & Cromwell LLP, Washington, DC K. Susan Grafton, Dechert LLP, New York City The emergence of new financial products has taken over the attention An expert faculty featuring in-house, regulatory and outside counsel will of consumers and investigators alike, emphasizing the importance of a address new and ongoing regulatory and compliance issues for legal basic understanding of financial products for attorneys at all levels of and compliance professionals in the hedge fund and private equity practice. This program will explain the fundamentals you need to know fund industries. when dealing with the more common financial investment products in the marketplace today. Experts in the financial industry will discuss the The agenda will address regulatory exam priorities, the challenges of varying kinds of financial products, their individual structures and uses, designing and implementing a compliance program, and preparing for and the impacts of recent regulatory and legislative developments. an examination with practical insights from the regulatory and in-house perspectives. The program will deliver a complete discussion in a short Derivatives products, capital markets products, securitized products, time, focusing on sharing key takeaways from a broad range of permanent capital vehicles, and cryptocurrencies will each get an legal viewpoints. in-depth review. And while these instruments have been invaluable tools, with enormous potential for product manufacturers, investors, Topics Include and the financial institutions that offer them, they also create potentially significant legal risks and challenges for clients and their • Regulatory developments for hedge funds and other private funds legal counsel. Whether it is a result of changes in the market or the • Implementation challenges of compliance programs impact of regulation, there has not been a better time to improve your • SEC and NFA examination priorities and other compliance challenges understanding of financial products. • Practical tips for managing risk Topics Include Special Feature • Gain insight into the use of derivatives — swaps, collars, options, • Half-day format futures and forwards to hedge portfolio positions Credit Available: CLE, CPD and CPE (NASBA) • Overview of regulatory approaches to cryptocurrencies and crypto-assets Program Attorney: Jesse Sands • Learn how hedge funds and other private funds are structured New York, Live Webcast* & Groupcast Locations, and operated in light of government enforcement agencies’ efforts January 30, 1:00 – 5:15 p.m. ET surrounding them • Review universal life insurance, variable insurance products, New York, #277808 • Boston, #284517 • Nashville, #284592 guarantees, and life settlements Program Fee: $895; Privileged Member Fee: $0 Course Handbook: #277812, $65 • Discuss flow-through entities, including REITs, BDCs, and similar vehicles • Understand the effects of the credit crisis on securitized products Special Features • Earn one hour of Ethics credit • NY transitional attorneys: earn Professional Skills credit Credit Available: CLE, CPD and CPE (NASBA) Program Attorney: Stephanie N. Figueroa New York, Live Webcast* & Groupcast Locations, January 21-22 New York, #278926 • Atlanta, #284243 • Boston, #283401 • Cleveland, #283716 • Indianapolis, #283879 • Mechanicsburg, #283882 • New Brunswick, #284714 • Philadelphia, #283880 • Pittsburgh, #283881 Program Fee: $1,895; Privileged Member Fee: $0 ATTEND Course Handbook: #278927, $230 FROM YOUR LOCATION! REGISTER FOR OUR LIVE WEBCASTS Most of our programs are available as live webcasts. Reserve your seat to watch PLI’s acclaimed faculty as they discuss the hottest legal trends, developments, case law and regulations. . . . View all supporting material. . . . And earn CLE and CPE credit. Register today at www.pli.edu/YFW0 or Call 800.260.4754 Register/Order Online at www.pli.edu/YFW0 | 5
CORPORATE & SECURITIES Fiduciary Investment Advice 2020† Nineteenth Annual Institute on Securities Chair Regulation in Europe: Practical Implications of Clifford E. Kirsch, Eversheds Sutherland (US) LLP, New York City U.S. Law on EU Practice The legal framework applying to fiduciary investment advice is Co-Chairs undergoing a sea change. The SEC has finalized its rulemaking Andrew J. Bagley, EMEA General Counsel, Goldman Sachs that is dramatically changing the regulatory framework establishing International, London standard of conduct obligations for broker-dealers, and has also issued John W. Banes, Davis Polk & Wardwell LLP, London interpretative guidance that clarifies the scope of advisers’ fiduciary Diana Billik, Allen & Overy, London duties. The DOL has indicated its rulemaking will be next and has signaled that its rule proposal will be out very soon. While the regulatory We are delighted to present PLI’s Nineteenth Annual Institute on framework takes shape, regulators are subjecting regulatory entities to Securities Regulation in Europe, on 6-7 February 2020 in the offices intense scrutiny regarding firms’ identification, disclosure and mitigation of Allen & Overy in London. With a focus on the application of U.S. of conflicts of interest. In this program, we review the respective securities law in the EU, the Institute will feature a faculty of leading frameworks and discuss practical considerations for navigating the practitioners, in-house counsel and government regulators from the regulatory maze. U.S. and the UK, who will address recent developments in market activity and enforcement and offer practical guidance for companies Topics Include and financial institutions across Europe, the U.S. and beyond. • The legal framework applying to fiduciary investment advice The Institute is the most comprehensive securities conference you • Practical implementation issues related to the SEC’s Regulation Best can attend in 2020 and is vital for corporate and securities lawyers Interest Rule in private practice and in-house, CEOs, CFOs, CIOs, and others in • The impact of the State Securities Fiduciary Initiatives senior management whose decisions are affected by securities laws, • Regulatory expectations with respect to establishing a conflicts of and by cross-border mergers & acquisitions, private equity, and interest program shareholder activists. • Current litigation and enforcement Topics Include Special Feature • The current regulatory environment and market trends impacting U.S. and cross-border capital markets • Half-day format • Deal tips and practice points for structuring cross-border Credit Available: CLE, CPD and CPE (NASBA) M&A transactions Senior Program Attorney: Grace E. O’Hanlon • Recent developments in accounting and auditing • Lessons learned from recent enforcement cases New York & Live Webcast,* February 5, 1:30 – 5:00 p.m. ET • Fintech, blockchain, cryptocurrency New York, #275314 • ESG disclosure and reporting obligations Program Fee: $895; Privileged Member Fee: $0 Course Handbook: #275315, $115 Special Features • Two networking luncheons • Featured Speaker: William H. Hinman, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission • Regulator and practitioner perspectives • Earn one hour of Ethics credit Credit Available: CLE, CPD and CPE (NASBA) Senior Programme Attorney: Seema Lal Meehan London, Allen & Overy LLP & Live Webcast,* 6-7 February London, #278730 Programme Fee: $2,895 USD (£2,248 GBP); Privileged Member Fee: $0 Course Handbook: #278731, $230 USD (£178 GBP) GBP equivalents based on exchange rate, and are subject to change based on current exchange rates. SAVE THE DATE! Legal Operations 2020 New York & Live Webcast,* April 23 Visit www.pli.edu for additional information 6 | To Register/Order, Call 800.260.4754
CORPORATE & SECURITIES Investing, Trading and Doing Deals in a Doing Deals 2020: The Art of M&A Dynamic World 2020† Transactional Practice† Chair Chair Randall H. Cook, Senior Managing Director, Ankura, New York City Igor Kirman, Wachtell, Lipton, Rosen & Katz, New York City Companies, investors, and counsel are encountering a changed The M&A market continued its busy pace in 2019, while macroeconomic international business and regulatory environment. A potent trends and political considerations continued to create uncertainty. combination of geopolitical and national security tensions, populist In addition to a robust volume of M&A deals, the market has also political energy, and technological acceleration and convergence is seen a number of hostile deals, creative deal structures, shareholder dramatically impacting government regulation of foreign investment, activist campaigns, and developments in Delaware M&A jurisprudence, international trade and technology transfers, data and privacy controls, including the first-ever judicial finding of an “MAE.” This year’s program and network and supply chain security. will again include an in-house lawyers’ panel, which will give us Indeed, the past year has marked an inflection point in U.S. policy insights into how these trends are “viewed from the inside.” These and brought statutory changes that already have and will continue developments are among the points that will be discussed at the Doing to significantly affect regulatory expectations and activity, including Deals program. (among others): A prominent faculty of top outside and in-house lawyers and investment • Significant expansion of regulatory authority and activity related to bankers will share their years of experience and teach you how best national security review of Foreign Direct Investment to represent your clients by creatively structuring, coordinating and • Increased regulation of exports (including any access by non-U.S. managing M&A transactions. persons) of emerging and foundational technologies, including Topics Include such commercial areas as robotics, artificial intelligence, advanced computing, and biotechnologies • How to choose a transaction structure: navigating the world of • An executive order barring U.S. companies from using IT and mergers and tender offers communications technology and services provided by companies or • Special considerations when doing cross-border deals, including the nationals of U.S. adversaries effect of the 2017 tax reforms • Denying Chinese telecom leader Huawei from receiving any U.S. • The critical importance of pre-deal documents, such as confidentiality technology or products agreements • Aggressive use of tariffs as an instrument of national security and • In-house counsel perspective on M&A deals and outside advisers economic policy • The nuts and bolts of definitive agreements — representations and warranties, covenants, conditions and indemnification provisions These dynamics are not limited to the United States. Europe, Canada, Japan, Australia, Israel, and China, among others, are reevaluating • How to launch or defend against a hostile deal or an activist or changing their national security-related investment, trade, and hedge fund technology controls to account for a more contentious and unstable Credit Available: CLE, CPD and CPE (NASBA) global environment. Senior Program Attorney: Lauren E. Nochta While this changing environment presents new challenges for corporate transactions and dealmaking, it also creates opportunities New York, Live Webcast* & Groupcast Locations, March 4 for companies, investors, and counsel who strategically engage and New York, #273858 • Atlanta, #284154 • Boston, #283347 • Cleveland, adapt. Cross-border transactions can still get done. Parties who plan #283767 • Columbus, #283348 • Indianapolis, #283854 • Nashville, #283768 for and implement management, operational, and technical controls • New Brunswick, #284684 and solutions that proactively address regulator concerns in this Program Fee: $1,850; Privileged Member Fee: $0 environment will have an advantage in the market and unlock value Course Handbook: #273859, $230 for their stakeholders. “Great program overall. Enjoyed the discussion of specific This program will seek to identify and assess these challenges and NDA provisions.” opportunities in three related policy contexts directly affecting the international business and deal environment: investment, technology, – Brennan Gumerove, Wiggin & Dana LLP and trade. The program will bring together industry, financial, and policy experts; attorneys and professional service providers; U.S. and “Superb job by the panelists.” foreign government officials; and corporate executives who operate at – Scott Budlong, Richards Kibbe & Orbe LLP the intersection of policy, trade, and finance to deliver interdisciplinary insights into the risks and opportunities of a dynamic world. Topics Include • What macro drivers underlie policy priorities in each of the three regulatory contexts • How those policies have evolved and are being addressed by U.S. and other governments • The practical impact the policies are generating in the business and financial environment • The industries and sectors where changed policies and regulation are having the greatest impact • Practical approaches that companies, counsel, and investors may take to mitigate risk and maximize opportunity in the current policy environment Can’t Attend Live? Credit Available: CLE, CPD and CPE (NASBA) Program Attorney: Justin Capuano Join us on pli.edu and watch the New York, Live Webcast* & Groupcast Locations, program on-demand a week later February 20, 12:45 – 5:15 p.m. ET New York, #276726 • Atlanta, #284205 • Nashville, #283783 Program Fee: $895; Privileged Member Fee: $0 Course Handbook: #276727, $230 Register/Order Online at www.pli.edu/YFW0 | 7
CORPORATE & SECURITIES Corporate Governance — A Master Class 2020 How to Read Financial Statements 2020† Co-Chairs Chair Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Mose (Chad) Rucker III, Valuation Research Corporation, New York City Washington, DC Financial statements provide key information on the financial performance Meredith B. Cross, Wilmer Cutler Pickering Hale and Dorr LLP, of companies, and are the language of business. Attorneys must Washington, DC understand financial statements in order to provide solutions to their Corporate governance provides the framework within which directors clients’ problems, including structuring financial transactions and and officers must operate in fulfilling their responsibilities. In-house litigating business disputes. and outside advisers are called on to provide day-to-day counseling At this practical half-day event, a distinguished panel of experts will and to address crisis situations in the corporate governance context. provide a primer for understanding the basic elements of balance Our program will both highlight the fast-moving market and legal and sheets, income statements, and cash flow statements. Among other regulatory developments that directors, officers and their advisers face, things, the panelists will discuss important elements that all attorneys as well as provide practical guidance as to how to address them. should be aware of when encountering these financial statements in the Topics Include course of common business transactions and in litigation. This primer will lay the foundation for attendees to pursue more in-depth studies of • Latest governance trends for boards and each key board committee, financial statements. including how to deal with current hot topics Attorneys who work with financial information, whether in the course – Board oversight duties after Marchand v. Barnhill of business transactions, including M&A and corporate financing – The role of technology in the boardroom transactions, securities filings, or in the context of litigation, will benefit – Living with CAMS from this program. – GDPR, Brexit, trade wars, political uncertainty — the role of the board in addressing ever-increasing challenges at their companies Topics Include – Latest thinking on board refreshment and diversity • Understand how to read, understand, and perform basic analyses of – Executive compensation trends balance sheets, income statements, and cash flow statements • Preparing boards and management for increasingly demanding • Identify key components of the asset, liability, and equity sections of shareholder engagement a balance sheet, including current and long-term assets, current and • Successful proxy season: getting to “yes” long-term liabilities, retained earnings and initial capital contributions • Learn how to calculate and interpret EBITDA and free cash flow Special Features • Evaluate and learn to calculate key financial ratios • Featured Speaker: Commissioner Elad L. Roisman, • Explore P/E multiples U.S. Securities and Exchange Commission • Analyze financial metrics and qualitative factors that can be potential • Luncheon Workshop: Proxy Recap with Lillian Brown, Ning Chiu, warning signs, indicative of a need for more in-depth investigations Marty Dunn, Richard H. Grubaugh and Hagen J. Ganem Special Features Credit Available: CLE, CPD and CPE (NASBA) • Convenient half-day program format Senior Program Attorney: Grace E. O’Hanlon • NY transitional attorneys: earn Skills credit New York, Live Webcast* & Groupcast Locations, March 6 Credit Available: CLE, CPD and CPE (NASBA) New York, #275308 • Atlanta, #284163 • Boston, #283432 • Cleveland, #283701 • Indianapolis, #283895 • Mechanicsburg, #283898 • New Brunswick, Program Attorney: Stephanie N. Figueroa #284724 • Philadelphia, #283896 • Pittsburgh, #283897 New York, Live Webcast* & Groupcast Locations, Program Fee: $1,850; Privileged Member Fee: $0 March 27, 1:30 – 5:15 p.m. ET Course Handbook: #275309, $230 New York, #278998 • Atlanta, #284245 • Nashville, #283722 “Very engaging and informative presentation. Speakers were excellent!” Program Fee: $995; Privileged Member Fee: $0 Course Handbook: #278999, $230 – Michael Lehmann, Dechert LLP “The course struck the right balance between presenting major basic “First time participating in this session, it was an excellent, concepts and analyzing the details of the financial statements.” high level review.” – Alexandra Newman, Grant Thornton LLP – Jose Ibietatorremendia, Catalent Pharma Solutions 8 | To Register/Order, Call 800.260.4754
CORPORATE & SECURITIES Securities Litigation 2020: The SEC Speaks in 2020† From Investigation to Trial† Co-Chairs Co-Chairs Stephanie Avakian, Co-Director, Division of Enforcement, U.S. Securities and Exchange Commission, Washington, DC Lyle Roberts, Shearman & Sterling, Washington, DC William H. Hinman, Director, Division of Corporation Finance, Jonathan K. Youngwood, Simpson Thacher & Bartlett LLP, U.S. Securities and Exchange Commission, Washington, DC New York City Steven R. Peikin, Co-Director, Division of Enforcement, U.S. Securities The landscape of securities litigation is constantly evolving and and Exchange Commission, Washington, DC changing. This program takes you through all the issues that can arise Each year, PLI, in cooperation with the U.S. Securities and Exchange in the most complex securities matters — from the initial government Commission, presents The SEC Speaks program, which provides an investigation to the filing of the civil cases to either settlement or trial. essential update on the current initiatives at the Commission, as well as If you practice in this dynamic field, you know that the need to stay the priorities for the coming year. At this unique program, you will hear current and develop new strategies and tactics has never been more remarks by the Chairman, Commissioners, and Investor Advocate, as important. Our faculty of leading practitioners, government officials, well as panel discussions by senior staff at the Divisions of Corporation and judges will update you on the latest best practices and case law. Finance, Economic and Risk Analysis, Enforcement, Investment This program is designed for securities practitioners, outside and Management, and Trading and Markets, and the Offices of the Chief in-house counsel, compliance officers, regulators, investment bankers Accountant, Compliance Inspections and Examinations, Credit Ratings, and securities dealers. General Counsel, International Affairs, and Municipal Securities. You Topics Include will also hear commentary from former Chairmen and Commissioners, and have the opportunity to receive answers to your most pressing • How to approach the initial investigation and work with state and questions in the smaller breakout workshop sessions at the end of each federal regulators in the interests of your clients program day. • How to assess the civil complaints and coordinate multi-district actions Special Features • How to litigate the case through the pleadings, discovery, • All attendees and speakers are invited to a cocktail reception on class certification and summary judgment Monday evening, immediately following the afternoon session • How to approach mediation and settlement of a securities action • The Association of Securities and Exchange Commission Alumni, Inc. • How to try a securities litigation or arbitration (ASECA) will give its annual dinner on Monday, March 30, immediately • How to approach and assess ethical issues associated with complex following the conference and cocktail reception. For further securities litigation information, go to www.SECalumni.org Special Feature Credit Available: CLE, CPD, CPE (NASBA) and CFE (Fraud) • Earn one hour of Ethics credit Senior Program Attorney: Grace E. O’Hanlon Credit Available: CLE, CPD and CPE (NASBA) Washington, DC & Live Webcast,* March 30-31 Washington, DC, #275873 Program Attorney: Dana M. Berman Program Fee: $1,095; Privileged Member Fee: $0 New York, Live Webcast* & Groupcast Locations, March 30 Course Handbook: #275874, $230 New York, #276139 • Atlanta, #284161 • Boston, #283341 • Cincinnati, #284034 • Mechanicsburg, #284033 • New Brunswick, #284772 • Philadelphia, “Excellent program!” #284031 • Pittsburgh, #284032 – Nina McKenna, Advisor Group Program Fee: $1,850; Privileged Member Fee: $0 Course Handbook: #276144, $230 INTERACTIVE LEARNING CENTER Sharpen your skills while having fun! Learn by doing with real-world scenarios that will engage you and sharpen your skills in a practical way. Award-winning ILC programs incorporate the latest in interactive technology and research-based instructional design. These innovative programs and games can be taken anytime and anywhere that is convenient for you. Programs available at www.pli.edu/ILC Register/Order Online at www.pli.edu/YFW0 | 9
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