LexisNexis® Corporate & Securities Law Center Podcast

On this edition, Christopher Lam of Parker McCay in Mount Laurel, N.J. discusses the need for good corporate "housekeeping" with respect to principals or owners of a business and some common pitfalls they can avoid by having proper documentation and counsel. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Jordan A. Thomas, partner at Labaton Sucharow LLP and chair of its Whistleblower Representation Practice, discusses the recently-released results of a US/UK financial services industry survey that was commissioned by the firm. He discusses several key and surprising results of the survey and outlines a plan for organizations to establish and maintain a culture of integrity. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Jonathan N. Eisenberg discusses the implications of the U.S. Supreme Court's June 11, 2012 grant of certiorari in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds (No. 11-1085, U.S. Sup.) involving materiality and the "fraud-on-the-market" presumption. Mr. Eisenberg is editor of the treatise, Litigating Securities Class Actions, which is available from LexisNexis. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Gerald Lins, General Counsel of a major investment management firm, and co-author of Regulation of Investment Companies, published by LexisNexis Matthew Bender, provides an overview of target date funds, how they operate and how target date fund products can be open or closed architecture. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, David Lynn and Anna Pinedo of Morrison & Foerster discuss the benefits available to Emerging Growth Companies under the JOBS Act. They review the significance of the ability to submit IPO registration statements confidentially, and analyze the creation of a transitional "on-ramp" provision and "test the waters" provision. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Dick Phillips and Alan Berkeley of K&L Gates and Stan Keller of Edwards Wildman discuss the JOBS Act (Jumpstart Our Business Startups Act), which was signed into law April 5 by President Obama. They provide an overview of the legislation and explore some of the controversies of the bill. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Alex Bahn of Hogan Lovells discusses the Supreme Court's decision in Credit Suisse Securities (USA) LLC v. Simmonds, in which the Court addressed the scope of the statute of limitations under Section 16(b) of the Securities Exchange Act of 1934. He provides a brief overview of Section 16, a background of the case, analysis of the Supreme Court's decision and its implications for practitioners. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Gerald Lins, General Counsel of a major investment management firm, and co-author of Regulation of Investment Companies, published by LexisNexis Matthew Bender, provides background on money market funds, recent controversies surrounding them and reforms being considered. He reviews proposals involving funds having a floating net asset value, having a capital buffer, having a liquidity fee, and a liquidity facility for prime money market funds. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Robert N. Rapp of Calfee, Halter & Griswold LLP discusses why he maintains a federal court in Ohio recently misapplied the extraterritoriality principle under the Commerce Clause of the U.S. Constitution and why he believes it represents a threat to the investor protection mission of state Blue Sky laws if followed. Copyright© 2012 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Katherine Blair and Shoshannah Katz of K&L Gates' Los Angeles office discuss securities issues that arise in merger and acquisition activity among privately held and non-reporting companies. They talk about notes as a form of security, assessing accreditation of investors, and various federal exemptions. Katherine Blair and Shoshannah Katz are contributing authors to the Securities Practice Guide published by LexisNexis available online, as an eBook and as a perfectbound copy. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Broc Romanek, editor of TheCorporateCounsel.net, CompensationStandards.com, DealLawyers.com and InvestorRelationships.com. discusses social media in the context of its value to securities professionals. He focuses on why lawyers should care about Twitter from a professional and personal standpoint. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Christopher Doggett, Executive Vice President of Financial Recovery Technologies, discusses the hundreds of millions of dollars in class action settlement funds that are not claimed by institutions and individuals, the pitfalls that can occur in attempting to claim those funds and how to ensure that all funds are received. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Jonas Koponen, Partner at Linklaters in Brussels and an author to European Competition Laws, discusses the European Commission's revisions of rules for assessment of horizontal cooperation agreements. He defines horizontal and vertical agreements, explains how they can be in violation of competition law, describes the special nature of horizontal agreements within research and development, and offers best practice tips. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Adam Greaves, partner in the London office of McGuireWoods, discusses the U.K. Bribery Act, which goes into force on July 1, 2011. Mr. Greaves explains how the Act will apply to non-U.K. companies, reviews some of the principle offenses and penalties, and details the "adequate procedures" required for a company's protection. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Norman Clark, one of the founders of Walker Clark, LLC, discusses the debate surrounding the value of law firm newsletters. He talks about the research his firm has done on the topic, what makes an effective law firm newsletter, how firm newsletters fit into the realm of social networking and whether newsletters to clients or non-clients are more effective. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Joshua Goldberg of Patterson, Belknap, Webb & Tyler LLP discusses how and why companies conduct internal investigations when faced with a criminal inquiry, factors prosecutors consider in deciding whether to bring criminal charges against a corporate entity and best practices for conducting interviews of witnesses. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Kevin LaCroix, an attorney and a partner in OakBridge Insurance Services in Beachwood, Ohio, discusses securities class action trends from 2010, the development of litigation arising from recent bank failures and key U.S. Supreme Court cases in 2010 affecting directors and officers liability issues. He also reviews recent influential D&O coverage decisions and looks ahead to possible areas of emerging liability. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Dr. Frank Fine, Director of EC Competition Law Advocates in Brussels, discusses the effect on companies that run afoul of EU rules on information exchanges. He discusses the type of information exchanges addressed by the European Commission's Horizontal Guidelines and how the new guidelines may make it more difficult for companies to determine when it is legal for them to share information with competitors. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Frank Aquila of Sullivan & Cromwell discusses key objectives and considerations when doing M&A due diligence. He looks at the differences between due diligence in M&A transactions versus securities transactions, the biggest mistakes made in M&A due diligence, major constraints and how to best use the information gathered. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Lisa Saveri of Saveri & Saveri Inc. in San Francisco discusses the chapter Class Actions in Competition and Consumer Protection Cases that she co-authored in the book California State Antitrust & Unfair Competition Law, which is available from LexisNexis. She discusses issues better served by a class action rather than an individual lawsuit and the impact of the Class Action Fairness Act on actions filed in California. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Carole Basri, Senior Vice President of Balient, Brown & Basri LLC and President of the Corporate Lawyering Group, LLC, the Corporate Lawyering Association and an Adjunct Professor at the University of Pennsylvania Law School, previews topics that will be discussed in the October 20, 2010 webinar, "Hot Topics in Corporate Compliance." For more information on this program, click http://www.lexisnexis.com/COMMUNITY/CORPSEC/blogs/videocasts/archive/2010/10/04/webinar_2D00_corporate-compliance.aspx. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, antitrust attorneys Maureen McGuirl and Peter Sullivan examine the U.S. Supreme Court's May 24, 2010 decision in American Needle Inc. v. National Football League. The authors of Antitrust Laws and Trade Regulation, published by LexisNexis Matthew Bender, discuss, among other things, the ruling's significance, whether any new tests were announced, and how other industries may be affected by the decision. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Derek Bush of Cleary Gottlieb and Mark Perlow of K&L Gates discuss the Dodd-Frank Act and the Volcker Rule and its impact on securities markets and the banking industry. They discuss what banks will and won't be able to do, including restrictions on banks in the private fund area, fund management and proprietary trading, and how banks are adjusting to the Volcker Rule. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Michael Clark of Duane Morris in Houston, Texas discusses the various provisions of the Dodd-Frank Act, in particular the whistle blower, or "bounty hunter," provisions. Mr. Clark also talks about possible issues for publicly traded companies in the areas of compliance, corporate governance and internal investigations. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Francis O. Scarpulla of Zelle Hoffman in San Francisco discusses the right to receive fees by plaintiffs' counsel under either a fee shifting statute or settlement or judgment. He talks about fee bidding, the use of a special master and impact of class objectors. Mr. Scarpulla is one of the authors of the treatise California State Antitrust and Unfair Competition Law, available from LexisNexis. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Jonathan M. Eisenberg, Deputy Attorney General, Antitrust Law Section, Public Rights Division, Office of the Attorney General, California Department of Justice traces the history of the Cartwright Act in California, amendments to it over the years, differences and similarities between the Cartwright Act and the Sherman Act and available remedies. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Brian Rubin of Sutherland Asbill & Brennan discusses the issues involved in deciding whether broker-dealers should self-report problems, assuming no regulatory obligation to do so. He talks about some of the differences between SEC and FINRA standards in considering whether a firm should self report. Copyright©2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Jonathan Eisenberg, General Counsel of UBS Wealth Management Americas, Colleen Mahoney of Skadden Arps and Professor Meyer "Mike" Eisenberg, Visiting Professor of Law at Willamette University College of Law, discuss the Dodd-Frank Act's impact on the SEC's enforcement program and the potential impact on litigation. They talk about how the legislation affects funding for the SEC, touch on the clawback of executive compensation, the possibility of creating a fiduciary duty and harmonizing the duties that apply to brokers and advisors and the issue of arbitration. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community/corpsec.

On this edition, Richard Phillips of K&L Gates and Professor Meyer "Mike" Eisenberg, Visiting Professor of Law at Willamette University College of Law, discuss the Dodd-Frank Act, focusing on the impact of the legislation on private fund advisors. They talk about the highlights, significant change and impact of the legislation, including removal of the private advisor exemption under Section 203(b)(3) and creation of new exemptions and other issues. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.law.lexisnexis.com/community/corpsec.

On this edition, Stan Keller of Edwards Angell Palmer & Dodge and Hugh Makens of Warner Norcross & Judd discuss provisions of the Dodd-Frank Act that relate to executive compensation, corporate governance, private offerings and other issues. They detail the new provisions, discuss when they become effective and provide tips for practitioners. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.law.lexisnexis.com/community/corpsec.

On this edition, Frank Aquila, partner in the Sullivan & Cromwell LLP Mergers & Acquisitions Group, discusses issues to consider when adopting a rights plan, structuring an optimal board process, dealing with derivatives and the effectiveness of a rights plan as a takeover defense. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.law.lexisnexis.com/community/corpsec.

On this edition, Carole Basri, Editor of the Lexis Corporate Compliance Practice Guide, and Jeff Greenbaum, a partner at Frankfurt Kurnit Klein & Selz PC provide very practical advice that you can use to create a culture of advertising compliance. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.law.lexisnexis.com/community/corpsec.

On this edition, LexisNexis Matthew Bender Securities Board of Editors members Richard Phillips, Jonathan Eisenberg, Meyer (Mike) Eisenberg, Stanley Keller, and Giovanni Prezioso discuss Financial Reform Legislation S. 3217, recent and pending Supreme Court cases and Financial Accounting Standards Board (FASB) proposals on accounting for loss contingencies. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.law.lexisnexis.com/community/corpsec.

On this edition, Frank Aquila of Sullivan & Cromwell LLP in New York discusses key issues to focus on when reviewing a draft merger agreement that give deal teams a sense of whether a deal is achievable. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc.

On this edition, Chad Hoekstra of HH Advisors and Jonathan B. Wilson of Taylor English Duma LLP discuss how valuing a renewable energy company raises unique issues that can affect the structuring of the investment agreements and financing agreements. They discuss some of those issues and suggest strategies for maximizing the value of a renewable energy business. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc.

On this edition, Richard Phillips of K&L Gates and Professor Meyer "Mike" Eisenberg, Visiting Professor of Law at Willamette University College of Law, discuss the March 30, 2010 decision in Jones, et al. v. Harris Associates L.P., in which the U.S. Supreme Court held that the 7th Circuit erred in focusing on disclosure by investment advisers rather than the Gartenberg standard for determining whether an investment advisor had breached a fiduciary duty regarding compensation received from a mutual fund under § 36(b) of the Investment Company Act of 1940. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc. Visit www.lexisnexis.com/community.

On this edition, Richard Phillips, Professor Mike Eisenberg and Dixie Johnson discuss the orders issued by U.S. Judge Jed S. Rakoff in the recently approved $150 million settlement between the Securities and Exchange Commission and Bank of America over allegations the bank misled shareholders in the acquisition of Merrill Lynch. The panel provides an overview of the case and the judge's orders and examines their implications. Copyright© 2010 LexisNexis, a division of Reed Elsevier Inc.