1. Healthcare

An incisive briefing on key
developments in securities and
shareholder litigation and their
impact on the business world
Advanced Course
Securities and Shareholder Litigation 2015:
Cutting-Edge Developments, Planning, and Strategy
Thursday,
January 29, 2015
New York (Thomson Hall)
and Live Video Webcast
Register online:
www.ali-cle.org/CW034
6.5 CLE credit hours
7.5 CPE credit hours
in Business Law
Featuring a high-level faculty that includes the Director and an
Associate Director of the SEC’s New York City Regional Office,
senior in-house lawyers at leading financial institutions, and
premier plaintiff and defense lawyers, this must-attend program
examines the latest developments in securities and shareholder
litigation and government enforcement of the securities laws,
including:
•
Securities class actions
•
Standing, statutes of limitations/repose,
and jurisdictional issues
•
Delaware shareholder litigation
•
SEC and DOJ enforcement
•
Disclosure and offering-related issues
For an inside business perspective, the program also includes a
roundtable discussion with in-house counsel sharing their views
on the key securities-related issues confronting businesses today
and strategies for managing those issues.
Special feature! Attend this program in New York City for a
luncheon keynote address and live Q&A session featuring Andrew
M. Calamari, Director of the SEC’s New York Regional Office.
Planning Chair (also on faculty)
Brian E. Pastuszenski
Partner and Co-Chair of Securities Litigation and SEC Enforcement Practice,
Goodwin Procter LLP, New York
Faculty
Joel H. Bernstein
Partner, Labaton Sucharow LLP, New York
Andrew M. Calamari
Director, New York Regional Office,
Securities and Exchange Commission, New York
Wayne N. Carlin
Partner, Wachtell, Lipton, Rosen & Katz,
New York; former Director, New York Regional
Office, Securities and Exchange Commission
Tracy A. Nichols
Partner, Holland & Knight LLP, Miami
Brian E. Pastuszenski
Partner and Co-Chair of Securities Litigation
and SEC Enforcement Practice, Goodwin
Procter LLP, New York
Daniel P. Roeser
Partner, Goodwin Procter LLP, New York
Amelia A. Cottrell
Associate Regional Director for Enforcement,
New York Regional Office, Securities and
Exchange Commission, New York
Joseph Salama
Director and Associate General Counsel, Litigation
and Regulatory Investigations, Deutsche Bank AG,
New York
Stuart M. Grant
Managing Director, Grant & Eisenhofer P.A.,
Wilmington, Delaware
Sherrie R. Savett
Partner, Berger & Montague, P.C., Philadelphia
Adam S. Hakki
Partner, Shearman & Sterling LLP, New York
Hon. Jack Jacobs
Senior Counsel, Sidley Austin LLP, Wilmington,
Delaware; former Justice of the Delaware
Supreme Court
Mitchell A. Lowenthal
Partner, Cleary Gottlieb Steen & Hamilton LLP,
New York
Abby S. Meiselman
Managing Director, Head of Litigation, Investment
Banking Americas, UBS AG, New York
Mark K. Schonfeld
Partner, Gibson, Dunn & Crutcher LLP,
New York; former Director, New York Regional
Office, Securities and Exchange Commission
Steven J. Toll
Managing Partner, Cohen Milstein Sellers & Toll
PLLC, Washington, D.C.
Edward G. Turan
Senior Deputy General Counsel and Managing
Director, Citigroup Inc., New York
Amanda Vaughn
Associate General Counsel,
Bank of America Corporation, New York
Scott D. Musoff
Partner, Skadden, Arps, Slate,
Meagher & Flom LLP, New York
Robert A. Wallner
Partner, Milberg LLP, New York
Kenneth J. Nachbar
Partner, Morris, Nichols, Arsht & Tunnell LLP,
Wilmington, Delaware
ALI CLE Program Attorney:
Thomas M. Hennessey
([email protected])
Program
All times are Eastern.
Thursday, January 29, 2015
8:00 a.m.
Registration and
Continental Breakfast
8:55 a.m.
Welcome and Announcements
—ALI CLE Staff
11:45 a.m.
•
•
•
Webcast Segment A
9:00 a.m.
Introduction and Overview
—Mr. Pastuszenski
9:15 a.m.
Developments in Securities
Class Actions —Ms. Savett
and Messrs. Hakki, Lowenthal,
Pastuszenski, Toll, and Wallner
•
•
•
•
Halliburton: how will it change
challenges to class certification
Status of the Second Circuit’s
“class standing” rule
Application of American Pipe
tolling to class actions filed in
state court
Tolling of federal and state
statutes of repose
10:30 a.m.
Networking and
Refreshment Break
10:45 a.m.
Developments in Jurisdictional
Issues —Ms. Nichols and Messrs.
Bernstein, Lowenthal, Musoff, Toll,
and Wallner
•
•
•
•
Federal appellate jurisdiction
and interlocutory appeals in
multidistrict litigation
State court concurrent
jurisdiction over securities
actions, and the scope of SLUSA
Federal removal jurisdiction, the
amendment of 28 U.S.C. § 1441,
and bankruptcy “related-to”
jurisdiction
Territorial limitations on federal
securities laws and the scope of
domestic transactions
Developments in Delaware
Shareholder Litigation
—Justice Jacobs and Messrs. Grant,
Nachbar, and Roeser; Moderator: Mr.
Pastuszenski
•
•
•
12:45 p.m.
Forum selection and
loser-pays bylaws
Financial advisor conflicts
Shareholder activism: conscious
parallelism and disproportionate
responses to corporate threats
Post-merger shareholder
derivative standing
Disclosure-only settlements
Challenges to non-employee
director compensation
Lunch with Faculty and Registrants
Keynote Address and Live Q&A:
Andrew M. Calamari, Director,
New York Regional Office,
Securities and Exchange Commission
(Note: This session will not be webcast.)
Webcast Segment B
2:00 p.m.
Developments in SEC and DOJ
Enforcement —Ms. Cottrell and
Messrs. Carlin, Pastuszenski, Roeser,
and Schonfeld
•
•
•
•
•
Admissions of liability
in settlements
Parallel proceedings issues
Trends in insider trading
prosecutions
Use of FIRREA in civil litigation
against financial institutions
Whistleblower developments
3:00 p.m.
Developments in Disclosure
and Offering-Related Issues
—Mss. Cottrell, Nichols and
Savett and Messrs. Bernstein,
Hakki, and Musoff
•
•
•
•
4:00 p.m.
4:15 p.m.
Liability for statements of
opinion and Omnicare
Liability for statements
by others and Janus
Confidentiality agreements,
insider-trading liability,
and Cuban
Rule 10b5-1 trading plans:
Worth the trouble?
Through the Eyes of In-House
Counsel: Inside Perspectives
on the Securities Litigation
Landscape —Mss. Meiselman and
Vaughn and Messrs. Salama and
Turan; Moderator: Mr. Pastuszenski
•
•
Networking and
Refreshment Break
•
•
5:15 p.m.
Hacking and other
cyber threats: securities
litigation risks?
Admissions of liability in SEC
and DOJ settlements
• Significance for the
defense of parallel
civil proceedings
• Effect on business strategy
Use of mediators and
damages consultants in
negotiating settlements
The next big thing in
securities and shareholder
litigation: predictions
Adjournment
Total 60 minute hours of instruction: 6.5
7.5 CPE credit hours in Business Law
(live group and group internet-based programs)
ALI CLE CURRICULUM: SECURITIES LAW
Renowned for their sophistication and practicality, ALI CLE securities law courses cover the
fundamentals and complexities in a variety of subject areas such as Regulation D offerings,
fund compliance, the Uniform Commercial Code, the Dodd-Frank Act, Securities and
Exchange Commission regulations, and the Jumpstart Our Business Startups Act. These
celebrated programs are taught by the most distinguished faculty from across the country
including top corporate counsel, regulators, federal judges, and officials from the Financial
Industry Regulatory Authority, the SEC, and the Department of Labor.
UPCOMING COURSES FROM ALI CLE...
The New Face of Capital Formation
November 20-21, 2014
San Francisco, CA or Live Video Webcast
www.ali-cle.org/CW022
Regulation D Offerings and Private Placements
March 19-21, 2015
Scottsdale, AZ or Live Video Webcast
www.ali-cle.org/CW017
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ON LOCATION: Maximize your CLE experience. Learn from the best and
network with other serious practitioners. Register one person from your
firm for this course and get all subsequent registrations at 50% off.
Up to 50% off
FROM ALI CLE
superb instruction
and practical advice
available in
multiple formats
providing numerous
ways to further your
knowledge while
satisfying your
CLE requirements
WEBCAST: Can’t attend on location? Register for the live webcast
and participate by asking questions online, in real time, and get our
famous course materials via searchable PDF. Interrupt the program
at any time and catch up later with the free online archive. Get all
the information you need, and satisfy your CLE needs, without
leaving your office. $999 / $499
GROUP WEBCAST: Schedule a convenient group viewing of this
course for two or more people and save on tuition. Provide your
firm or department with access to the finest legal talent — and train
more people at a lower cost — without the additional expense or
time constraints of travel. Up to 30% off
ON-DEMAND CLE: Online audio and searchable (PDF) course
materials are available 24/7 for every course and course segment.
Free to registrants
DVD / CD-ROM / AUDIO MP3: Listen to ALI CLE’s renowned courses
in your car, home, or office — on your computer, DVD player, or MP3
player — at your own pace. $599 / $499
PRINT + DIGITAL COURSE MATERIALS ALI CLE’s acclaimed course
materials are available in print or electronically and can be purchased
before or after the course. $149
HOW TO REGISTER
online
www.ali-cle.org/CW034
phone
1-800-CLE NEWS
fax
215-243-1664
mail
return the form on the back panel of
this brochure to:
REGISTRAR, ALI CLE, 4025 Chestnut Street,
Philadelphia, PA 19104-3099
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CONFERENCE SITE
The course will be presented in Thomson Hall, 195 Broadway, 4th
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Hotels close to Thomson Hall include:
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Gild Hall Hotel
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sponsor of continuing professional education
on the National Registry of CPE Sponsors. State
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the acceptance of individual courses for CPE credit. Complaints
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policies, such as complaint and refund, please call Customer
Service at (800) CLE-NEWS. CPE credit hours for this course: 7.5
in Business Law (group-live and group-internet based programs).
Learning Objectives: Maintenance of professional competence as
a practitioner. Suggested Prerequisite: Experience in practice in
subject matter. Level of Instruction: Advanced.
Go to www.ali-cle.org/CW034 for more info about:
registration/cancellation/requirements for persons with
disabilities/scholarships
USB DRIVES
Registrants have the options of receiving their study material in a
printed course book or in digital form on a USB drive. To receive a
USB drive, registrants must select that option when they register.
Go Green! Choose the USB drive!
Catch the fever. Create a buzz with social networking.
Tweet today and interact with other course registrants and faculty. Consider posting new course
topics and pose questions you have for the faculty. Or simply use this social networking tool to
make lunch or dinners plans with others in attendance.
#SecuritiesandShareholderLitigation2015
Securities and Shareholder Litigation 2015:
Cutting-Edge Developments, Planning, and Strategy
Register online:
www.ali-cle.org/CW034
Securities and shareholder litigation is
being transformed by major court decisions
affecting both pending and future cases.
Stay ahead of these developments—join us for a review of the Supreme Court’s latest
decisions and cases, as well as insights into other significant developments in federal and
state securities and shareholder litigation and government enforcement. Explore with
our experts today’s cutting-edge legal issues, including:
•
Halliburton and class certification
•
NECA-IBEW Health & Welfare Fund and standing in class actions
•
IndyMac MBS, Inc., Waldburger, and statutes of repose
•
Chadbourne & Park LLP, SLUSA, and state court jurisdiction
•
M&A litigation developments from the Delaware courts
•
Gelboim and federal appellate jurisdiction
•
Morrison, Parkcentral, and the reach of federal securities laws
•
Omnicare Inc. and liability for statements of opinion
•
Janus Capital Group, Inc. and its wake: disclosure liability arising
from statements by others
The issues are dissected and analyzed from multiple perspectives by our faculty of inhouse counsel from global financial institutions, the Director and an Associate Director
of the SEC’s New York Regional Office, and senior lawyers from 14 leading law firms
representing both the plaintiff and defense bars.
The program also features opportunities to network with sophisticated peers and to
discuss your most pressing questions with high-level faculty in a collegial environment.
Space is limited! Register now to learn more about the newest trends in securities and
shareholder litigation and government enforcement.
WHO SHOULD ATTEND
Securities litigators, legal and compliance professionals, and in-house counsel will
benefit from this program’s in-depth analysis of the evolving landscape of securities and
shareholder litigation.
Webcast Segment B: $499 WAW034B
E-MAIL ADDRESS (REQUIRED FOR WEBCASTS AND ONLINE SUBSCRIPTIONS)
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I am a recent law school graduate (<5 years).
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governmental agency.
CW034
Partial Scholarships
Scholarships covering 30% of tuition fees, valid for on-site courses, live webcasts, and webcast
segments only, are available. Scholarships cannot be combined with other offers.
DVD (video), including a complimentary MP3 CD-ROM and PDFs of the course
materials | $599 AW034V
Audio MP3 CD-ROM (including PDFs of the course materials) | $499 AW034
Printed course materials only | $149 SW034
Can’t attend? You don’t have to miss anything! Order the:
Video Webcast | $999 / $499
Full program. Tuition: $999 WAW034
Webcast Segment A: $499 WAW034A
To register additional on-location registrants at 50% off, call 800-CLE-NEWS (253-6397).
Please enter ______ registration(s): $1,199 CW034
Please provide my course materials as a (choose only one):
USB drive Printed course book
Please “go green” and order your study materials on a USB drive.
New York, January 29, 2015 | $1,199
Cutting-Edge Developments, Planning, and Strategy
Securities and Shareholder Litigation 2015:
Online www.ali-cle.org/CW034 Phone 1-800-CLE NEWS FAX 215-243-1664
Mail Registrar, ALI CLE, 4025 Chestnut Street, Philadelphia, PA 19104-3099
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American Law Institute
Continuing Legal Education
4025 Chestnut Street, Philadelphia, PA 19104-3099