Events

SPEAKERS: Marjorie L. Bowen, Dune Energy, Inc; Albert H. Garner, Lazard; Trevor S. Norwitz, Wachtell, Lipton, Rosen & Katz; Daniel Schleifman, Credit Suisse Securities (USA) LLC; Patricia O. Vella, Morris, Nichols, Arsht & Tunnell

The judicial landscape and market practice relating to boards of directors retaining, managing and relying on financial advisors in M&A transactions have evolved markedly in recent years and remain in flux. Rural Metro is only one such recent example. This program is designed to assist board members, counsel to boards and companies, and financial advisors and their counsel in understanding the current issues facing, and practices undertaken by, boards in fulfilling their fiduciary duties when dealing with financial advisors in M&A transactions.

By Invitation Only.

SPEAKER(S): Regina Olshan, Susan Seabrook  and Joseph Yaffe, Skadden, Arps, Slate, Meagher and Flom, LLP;  Monica Coakley, KPMG LLP

The $500,000 deduction limit for compensation paid by certain health insurance companies to their employees will affect all health insurance issuers and all members of the health insurance issuer’s affiliated group, even if the member is not itself a health insurance issuer. The guidance issued by Section 162(m)(6) of the Internal Revenue Code provides complex rules in applying this limitation. While this deduction limit is part of existing Section 162(m), the coverage and application of new proposed subsection (6) differs significantly from the more common applications of the section and, therefore, a thorough analysis is required even for companies otherwise exempt from, or in compliance with, Section 162(m).
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SPEAKER(S): Reece Hirsch, CIPP, Morgan, Lewis & Bockius LLP

In January, the Department of Health and Human Services published new regulations that dramatically extend the reach of the Health Insurance Portability and Accountability Act (HIPAA), the federal health care privacy and security law, to a vast array of companies that do business with the health care industry. If your organization receives medical information in the course of providing services to health plans, healthcare providers or even vendors to the healthcare industry, then the HIPAA Final Rule may impose significant new legal obligations and potential liability.
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SPEAKER(S): Hon. Craig B. Shaffer, United States Magistrate Judge, District of Colorado; Jeane A. Thomas, Crowell & Moring LLP; Ronald J. Hedges, Ronald J. Hedges LLC and Corodemus & Corodemus; Amar D. Sarwal, Association of Corporate Counsel

Sanctions are rarely imposed for eDiscovery or other litigation misconduct. However, when imposed, sanctions inevitably draw attention. Recent decisions have seen sanctions imposed not only on parties but on inside counsel and attorneys retained to represent corporate parties. Moreover, ethics opinions and rules can lead to sanctionable misconduct.
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SPEAKER(S): Edward R. McNicholas, Sidley Austin LLP; Stephanie K. Pell, SKP Strategies, LLC

The Foreign Intelligence Surveillance Act (FISA), permitting physical and electronic surveillance and collection of “foreign intelligence information,” became law in 1978 and has been continuously amended over the years, particularly after September 11, 2001. Recently, its expiration date was extended until 2017.
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SPEAKER(S): Peter J. Toren, Weisbrod, Matteis & Copley LLP

The Computer Fraud and Abuse Act (CFAA) is the primary federal law governing computer use. Hardly a day passes without a news report that hackers have stolen credit card information or trade secrets from a Fortune 500 company. No sector is immune. The U.S. government is very concerned about these threats. FBI director Robert Mueller recently testified that hacking soon could replace terrorism as the FBI’s primary concern. The head of the U.S. military’s Cyber Command, General Keith Alexander, characterized the losses caused by cyber-theft as the “greatest transfer of wealth in history.”
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SPEAKER(S): Hans Montag and John McDonald, Baker & McKenzie LLP

The new U.S. swap rules implemented as a result of the Dodd-Frank legislation constitute a seismic shift in the regulation of the financial industry and have broad implications on how derivatives can be used. While most provisions are directed at swap dealers and major swap participants, some rules affect companies that don’t deal in or speculate with swaps but rather use swaps to hedge risks arising from their business operations. Some provisions are specifically directed at such end users.
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