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    Course Information

7170  Ethics Issues in Mergers & Acquisitions Transactions


No cost or obligation  
Course Length    60  minutes
Course Price    $ 119.00

Volume discounts and subscriptions are available; for more information, contact Cognistar Sales.

    Accreditation Information


Click on jurisdiction below for more details.
>>  1.00  credit    GA  PA  RI  WA  WV
>>  1.25  credits    CA  CO

    About the Instructor(s)



 
Barry Alberts

Schiff Hardin LLP

Barry S. Alberts is a partner in the Chicago office of Schiff Hardin LLP. He concentrates his practice in civil litigation, including general business litigation. He has been involved in a wide range of litigation matters in both federal and state courts, as well as in private arbitrations. Mr. Alberts regularly represents corporations, corporate officers, and directors, as well as lawyers and law firms, in a wide variety of litigation matters in both federal and state courts.

His practice has included the representation of lawyers and law firms in connection with professional liability claims, and in civil actions involving charges of common law fraud, securities fraud, violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), and breaches of fiduciary duties. He also has experience in litigating trust and will contests and a wide variety of contract and common law business tort actions.

Mr. Alberts earned a B.A. cum laude from Miami University in 1968 and his J.D. from the University of Chicago School of Law in 1971.



  Lawrence Fox
Drinker Biddle & Reath LLP

Lawrence J. Fox is a partner of Drinker Biddle & Reath LLP where he has practiced continuously since 1972, concentrating principally in the area of securities litigation.

As the former chairman of the ABA Standing Committee on Ethics and Professional Responsibility, he has often been asked to speak on behalf of the ABA on ethics in the legal profession. As the former chair of the ABA's Section of Litigation, he has participated fully in the major issues affecting litigators and the litigation process – civil justice reform, alternative dispute resolution, the integrity of the adversary process, the role of women and minorities in the profession and related issues.

Securities Litigation. Larry has represented both plaintiffs and defendants in litigation brought under Rule 10b-5 and 14 of the 1934 Act, as well as 11 and 12 of the 1933 Act. He has defended accounting firms, underwriters, underwriters' counsel, issuers' counsel, directors and officers. He has instituted actions on behalf of new management against former management, former accountants and former directors and has also instituted actions on behalf of institutional clients of Drinker Biddle & Reath LLP who sought recovery under Rule 10b-5. He has participated in tender offer litigation on behalf of both acquiring corporations and targets, and he has engaged in proxy litigation on behalf of management and insurgents. He has also handled a number of broker-dealer cases on behalf of brokerage firms as defendants. Larry has represented special litigation committees of major corporations in determining whether it was in the best interest of the corporation to permit derivative litigation to go forward. Larry participated as counsel in what he believes is one of the longest 10b-5 trials in the history of the Southern District of New York. In connection with a number of the foregoing matters, Larry has handled related SEC investigations and proceedings.

Alternative Dispute Resolution. Larry was one of the earliest participants in the minitrial process, is an original law firm representative to the Center for Public Resources, a member of the Board of Editors of Alternatives, the CPR monthly newsletter, a member of the CPR distinguished panel of neutrals, and has written and taught extensively on alternative dispute resolution.

Professional Activities. Larry has played an active role in the legal profession's efforts to enhance the professional development of lawyers, including extensive publications, continuing legal education and ABA activities.



  Richard Humes
Securities and Exchange Commission

Richard M. Humes is an associate general counsel in the Litigation and Administration Practice of the Office of the General Counsel at the U.S. Securities and Exchange Commission. He represents the commission in district court, appellate court, Supreme Court, and administrative litigation in which the commission and/or its members or employees are defendants. He also investigates and prosecutes violations of SEC Rule 102(e).

Before serving in his current position, Mr. Humes was assistant general counsel for litigation and a special trial counsel in the SEC’s Office of the General Counsel. From 1979 to 1980, he was special assistant to the U.S. Attorney for the District of Columbia. From 1977 to 1979, he was a staff attorney at the SEC’s Office of the General Counsel for the SEC.

Mr. Humes received the Presidential Meritorious Executive Award in 1996 and the SEC Distinguished Service Award in 1991. He graduated from Howard University School of Law cum laude with a J.D. in 1976 and earned his B.A. from Brown University in 1973.



  William McLucas
Wilmer Cutler Pickering Hale and Dorr LLP

William McLucas is the chair of the firm’s Securities Department, and a member of the Securities Enforcement Practice Group. He joined the firm in 1998.

In 1977, Mr. McLucas joined the Securities and Exchange Commission’s Division of Enforcement, where he rose through the Division to serve as Director of Enforcement for eight years—longer than any other Enforcement Division Director in Commission history. Mr. McLucas led the Division’s Staff in numerous high-profile investigations and landmark enforcement actions, including settlement of the SEC’s cases against Michael Milken, hundreds of insider trading cases and numerous inquiries involving public companies, accounting firms and investment banks.

PracticeMr. McLucas is one of the most sought-after advisors to public companies, boards of directors, audit committees and special committees dealing with corporate crises and related issues. He represents public companies, investment banks, accounting firms and advisors to mutual funds facing Securities and Exchange Commission investigation. He has led numerous audit committee and special committee inquiries, and has also represented a number of corporate executives in connection with Securities and Exchange Commission investigations.

Chambers USA: America’s Leading Lawyers for Business describes Mr. McLucas as “the preeminent SEC enforcement lawyer in the country.”

Recent Highlights

Mr. McLucas has represented the board committees in some of the most prominent corporate scandals that have arisen recently in the US markets, including Enron and WorldCom.

He also advised the Special Committee of the Board of Nortel Networks in its review of certain accounting restatements and, most recently, the Special Committee of the Board of UnitedHealth Group in its review of options dating issues.

Professional Activities

Mr. McLucas is a frequent speaker on panels and programs on topics pertaining to securities laws, corporate governance and law enforcement.

Honors and Awards
  • Selected as one of only seven “Leading Lawyers” in Corporate Governance in the March 2008 issue of Legal Times. He was also named Washington, DC’s “Leading Lawyer” in the area of securities and corporate governance by the Legal Times, December 2004.
  • Recognized for exceptional standing in the legal community in Chambers USA: America's Leading Lawyers for Business for his work in securities and financial services (2006, 2007 and 2008). Previously recognized in the 2003, 2004 and 2005 editions for general commercial litigation; cited as “an expert in litigation” in the 2003 edition.
  • Selected by peers for inclusion in each edition of The Best Lawyers in America since 2005; recognized for his securities practice along with the areas of bet-the-company litigation, corporate governance and compliance, business litigation and M&A
  • Recognized as one of the world's preeminent corporate governance lawyers in multiple editions of Who’s Who Legal: The International Who’s Who of Corporate Governance Lawyers
  • Selected as one of the “500 Leading Lawyers in America,” by Lawdragon Magazine, which also declared him the “go-to guy for accounting fraud investigations.”
  • Listed in Washingtonian magazine’s “Top 30 Lawyers in Washington,” 2004 and 2007
  • Named one of the National Law Journal’s One-Hundred Most Influential Attorneys in America, 1997
  • Ranked as a “top litigation lawyer” in the 2003 edition of Euromoney’s Guide to the World’s Leading Litigation Lawyers
  • National Public Service Award
  • Tom C. Clark Outstanding Lawyer Award
  • President’s Award for Distinguished Executive Service


  Samuel Thompson
The Penn State Dickinson School of Law

Samuel C. Thompson Jr. joined Penn State’s Dickinson School of Law in July 2007 as a professor of law and the founder and director of Penn State’s Center for the Study of Mergers and Acquisitions. The Center examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions and hosts continuing legal education programs addressing these issues.

Professor Thompson, who previously was a professor of law at the University of California Los Angeles School of Law and director of the UCLA Law Center for the Study of Mergers and Acquisitions, is a highly regarded scholar of corporate and international tax, corporate governance, and antitrust and is the author of 16 books and more than 75 articles. His teaching interests focus on the corporate, securities, tax, and antitrust aspects of mergers and acquisitions as well as international tax, investment banking, taxation of business entities, and economic growth policy.

Throughout his distinguished career, Professor Thompson has held a number of notable positions, such as head of the tax department of Schiff Hardin & Waite in Chicago; tax policy advisor, on behalf of the U.S. Treasury Tax Assistance Office, to the South African Ministry of Finance in Pretoria, South Africa; Attorney Fellow in the Securities and Exchange Commission’s Merger and Acquisitions Office; consultant on merger and acquisition issues to the Federal Trade Commission; and professor in residence at the European Commission’s Antitrust Merger Taskforce in Brussels. On several occasions he has testified about tax policy before the U.S. House of Representatives Committee on Ways and Means and the House Judiciary Committee. He formerly served as dean of the University of Miami School of Law and has been a professor and distinguished visiting professor at the University of Virginia School of Law and the Jacquin D. Bierman Visiting Professor of Taxation at Yale Law School.

As a law student, Professor Thompson worked on a university-sponsored civil rights project near Leland, Mississippi, before beginning service as an officer in the United States Marine Corps, where he rose to captain and received the Navy Commendation Medal for service in Vietnam. He played varsity football at his undergraduate school, West Chester University.



    Outline + Synopsis

Outline Synopsis
Ethical Issues in Mergers & Acquisitions Transactions
    I. Introduction
    II. Dual Representation
        A. Dual Representation
        B. What About a Wall?
    III. Success Fee
        A. Success Fee
        B. What s the Rule?
    IV. Non-Disclosure
        A. Conflict of (Personal) Interest
        B. What s the Rule Here?
    V. A Whistle-Blowing Issue
        A. A Whistle-Blowing Issue
        B. What About After He’s Been Discharged?
    AfterWords®


In this course, a panel of experienced corporate and securities lawyers uses a hypothetical case study to discuss the various ethical issues involved in the representation of corporate clients during mergers & acquisitions negotiations. The problem areas center around the conflict of interest involved in dual representation of both merger partners and a proposed “success fee,” and the non-disclosure of a personal conflict of interest for one of the executives involved in the transaction. And then finally, a discussion of the whistle-blowing responsibilities of an in-house lawyer at one of the companies upon witnessing another executive’s non-disclosed special arrangement.


    Content Provided By

 

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.




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7170  Ethics Issues in Mergers & Acquisitions Transactions

Course Price     $ 119.00


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