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Raising capital in private transactions is big business, for new, small and large companies alike. If this hasn’t been your practice are before and is now, join us at this session to explore with experienced practitioners the basic legal and regulatory framework for raising capital privately – covering the Securities Act exemption and Regulation D and changes to that framework made by the Dodd-Frank Act. We’ll also introduce you to the key concepts and jargon (e.g., bad boy investors) you’ll need to get through a capital raising with comfort.

Sarbanes Oxley gave jurisdiction over whistleblower complaints brought under this statute to OSHA and provides that corporate employees can file a complaint if they reasonably believe they were retaliated against for disclosing conduct that violates any provision of federal law relating to fraud against shareholders. Well, you just received a notice from OSHA notifying your company it is a respondent. What next? Learn the developments in SOX whistleblower case law, and strategies for managing whistleblower complaints to avoid high-profile litigation.

Presented at ACCA’s Annual Meeting 2000; Program - Recent SEC Developments in Public Company Disclosure

Presented at ACCA’s Annual Meeting 2000; Program - Current Securities Regulation in the E-Commerce World

Presented at ACCA’s Annual Meeting 2000; Program - Cutting Edge Legal Issues in Pricing

509 Hot Topics in Representing Nonprofits

The role of the shareholder continues to evolve and shareholders continue to be very active in seeking corporate change through the shareholder proposal process. We'll examine the latest shareholder proposals submitted this year, how these proposals fared, and trends for next year. In addition, we will review board responses, which ones were successful and which ones failed to sway the shareholders. What's the next hot topic to come; will it continue to be executive compensation, separation of chairman and CEO, or will there be a new kid on the block?

Faced with a multitude of new regulatory requirements from both the government and the stock exchanges, companies are looking at other options for raising equity. Current options include going private, or registering and selling shares on a non-U.S. exchange. This session will examine the pros and cons of these options compared to being publicly traded in the United States, including a close look at the appeal of a listing on the London Stock Exchange.

When the Senate Finance Committee issued its outline for nonprofit reform in the summer of 2004, it became clear that the nonprofit sector would not escape the post-SOX era without significant legislative reform. There is no hotter topic in the nonprofit arena right now than the legislation introduced and proposed as a result of the Senate Finance Committee's report and its hearings in 2005.

Establishing and managing corporate governance best practices for any company can be a challenge. But how do you do it on a limited budget with few personnel? How can a small law department meet the challenges imposed by evolving standards to adapt corporate governance best practices that fit the company? How do you advise the Board and senior management? Benchmark with your small department peers who have been there, done that. Learn what tools and resources are available to ensure compliance with best practice standards.

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