Download the Fall 2012 Catalog - New York City Bar Association

Corporate & Securities
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Overseas Securities & Other Fraud Risks: Analysis of
Recent Developments
Tuesday, October 23 9-11 a.m.
CLE credit: 2.0 total: breakdown tbd
Live Program: $205 Member/ $315 Nonmember
From rogue trading and false accounting to the hiding of investment losses, foreign
markets proved to be fertile ground for securities and other fraud in 2011. Last
year, companies across the globe were hit by investigations that resulted in potential
de-listings and billions of dollars in losses in shareholder value. Meanwhile, dozens of
Chinese companies went public in the U.S. only to see their value plummet, and produce
a wave of regulator inquiries and class-action lawsuits. With European companies
subjected to a prolonged credit crisis and their Asian counterparts operating under a
cloud of economic uncertainty in China, it is apparent that significant fraud risk will
continue to exist overseas.
This session will feature a panel discussion composed of consultants and legal experts
who will:
• Highlight examples of fraud abroad such as Olympus, UBS, and Chinese
companies undergoing reverse mergers
• Discuss the impact of the infiltration of U.S.-style regulatory practices into
foreign markets and how it has reshaped the way countries prosecute fraud
• Explore the implications of overseas fraud
• Identify warning signs or other “hot topics” related to overseas fraud
Program Co-Instructors: Harvey Kelly, Managing Director, Global Head of Corporate
Investigations, AlixPartners, LLP & Charles Laurence, Managing Director, AlixPartners, LLP
PHONE
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212 • 382 • 6663 212 • 869 • 4451
www.nycbar.org/cle
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A Practical guide to LLCs
Friday, November 30 9-1 p.m.
CLE credit: 4.0 total: breakdown tbd
Live Program: $335 Member/$445 Nonmember
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Robert C. Kern, Jr.
In this seminar an experienced panel will provide a practical introduction to LLCs.
The panel will compare the LLC to corporations (including S corporations) as well
as partnerships and limited partnerships, citing the advantages and disadvantages
of each such entity and how such advantages and disadvantages can shape one’s
choice-of-entity decision to utilize an LLC. The panel will walk through the mechanics
of forming an LLC including the drafting of the basic operating agreement. Working
from actual operating agreements, the panel will review managerial, voting, governance
and control structures(including consents and tie-breaker arrangements), typical
as well as unique capital structures (including preferred interests, profits interests
and class interests) and buy-outs and exit strategies (including drag-alongs and
tag-alongs and buy-outs upon death). The panel will discuss the use of equity-based
incentive compensation arrangements in the context of an LLC and compare them
to traditional corporate stock option plans. Throughout its presentation the panel will
highlight tax issues and benefits that arise from the utilization of an LLC, discuss new
developments in the area of LLC law and provide real-world examples of the use of
LLCs in specific businesses and contexts. This program’s updated content will provide CLE
credit to all attendees, even if they attended in the past.
Program Chair: Robert C. Kern, Jr., Attorney at Law
“Practical, useful, engaging discussion.”
- Vanessa Kaster, Kaster Legal
Corporate & Securities