August 22, 2023 Corporate & Securities Virtual CLE Institute

August 22, 2023  Corporate & Securities Virtual CLE Institute
9:00 a.m. - 1:00 p.m.  (3 hours of CLE approved for PA, NJ & DE)
https://accinhouse.zoom.us/j/99145848490

Session 1 - 9:00 a.m. - 10:00 a.m.
"Ensuring that Good Deeds Go Unpunished: Confronting the Risks of Corporate Activism"
Presented by Faegre Drinker

As corporations continue to occupy a larger role in our society, the public recently has invited (or demanded) businesses to lend their voices and coffers to advancing certain environmental, social, and political issues.  This has led to some backlash, with people who disagree with a corporation’s position using legal or regulatory levers to discourage the company’s activism. In this panel, we will discuss trends in ESG, the burgeoning political divide with respect to addressing ESG issues, and how a company’s management can engage in political or social activism while tempering any accusations of breach of fiduciary duty.

Speakers:

• Oderah Nwaeze, Partner, Faegre Drinker
• Cindy Irani, Partner, Faegre Drinker
• Julian Harrell, Partner, Faegre Drinker
• James Sugarman, Senior Legal Counsel, dsm-firmenich

Session 2 - 10:30 a.m. - 11:30 a.m.
"Avoiding Deal Pitfalls"
Presented by Troutman Pepper

In this CLE session, Troutman Pepper will review transaction pitfalls to avoid from a buyer’s perspective. Areas to be covered include deal structure determination; due diligence and indemnification issues; purchase price considerations; and operational and post-closing integration plans.

Speakers:

• James B. Jumper, Partner, Troutman Pepper
• Erica Wilson, Partner, Troutman Pepper
• Phillip Mellet, General Counsel, Healthpilot Technologies

Session 3 - 12:00 p.m. - 1:00 p.m.

"A Few Minutes About Corporate Minutes: The Good, The Bad and The Ugly"
Presented by Duane Morris LLP

The act of drafting corporate minutes is often described as “more of an art than a science.” And while much planning may go into the agenda and actual conduct of meetings, the final act of drafting and approving minutes that memorialize that meeting can sometimes be an afterthought.  This program will focus on minutes for meetings of boards of directors, how the courts can review minutes through a critical lens—even adopting adverse inferences for what might not be included in minutes—in litigation, and practical tips that practitioners drafting minutes can take away to ensure that their work product accurately and clearly captures the acts and conduct of the board.

Speakers:

• Rebecca Guzman, Partner, Duane Morris LLP
• Richard L. Renck, Partner, Duane Morris LLP
• Jan Fink Call, Head of Global Litigation, DSM-Firmenich Group