Webinar Series: LEGAL ETHICS – BEST PRACTICES 2019 - WINTER/SPRING
This webinar is for the lawyer- or anyone else- who wants to brush up on legal ethics in the business context. The panelists discuss recent and important case law in the area and explain how those decisions can have real word impact on the situations you may be involved in. Among others, the following ethical model rules are discussed: Rule 1.2-Scope of Representation and Allocation of Authority Between Client and Lawyer; Rule 1.7-Conflict of Interest: Current Clients; Rule 1.8-Conflict of Interest: Current Clients: Specific Rules; Rule 1.9-Duties to Former Client; and Rule 1.13-Organization as Client.
View On Demand Webinar: https://www.financialpoise.com/financial-poise-webinars/recent-cases-decisions-2019/
Show me the money! Debtors in Chapter 11 cases cannot survive without money to continue operations, pay vendors and professionals, and work to restructure debt and/or sell assets. Where do those necessary funds come from? There are really only two sources – cash the debtor has or can generate (in either case, generally the collateral of the secured lender) or new money coming into estate in the form of a post-petition debtor-in-possession (DIP) loan. At the very outset of the case, a debtor must obtain a court order allowing it to use its cash when that cash is the collateral of a third party or must obtain authority from the court to borrow funds. In either case, what the debtor is permitted or not permitted to do can seal the fate of a case from the outset. As a result, the battles over the terms of the use of cash collateral or DIP financing are some of the most hotly contested in the Chapter 11 process. This webinar examines the issue involved and how the various constituencies fight about them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/cash-collateral-dip-loan-contests-2019/
Data Privacy & Security 101 (Series: One Hour Law School)Financial Poise
Information technology systems are at the core of the way we live, work, and play; they impact virtually every aspect of our lives today, and businesses of all kinds are increasingly data driven. But businesses must understand and protect against the legal, business and reputational risks from actual or perceived misuse of such data. And they must navigate these waters in a world where data knows no boundaries, and in which governments and others apply differing standards and have carry differing expectations. Experts further warn (and sometimes daily news seems to suggest) that data breaches are inevitable, and businesses must plan for the operational, legal and reputational fallout of such events. Get up to speed with us on a topic that will continue to grow in importance in today’s data-driven marketplace.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-privacy-security-2019/
Eddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/opportunity-amidst-crisis-2019/
This document discusses key insurance coverages for entrepreneurial companies including property, product liability, cyber risk, intellectual property infringement, and international risks. It also outlines common risks that keep CFOs awake including financial, human capital, intellectual capital, operational risks, regulatory risks, and credit risks. The document then discusses building scalable insurance programs and the importance of management liability insurance including directors and officers liability, employment practices liability, fiduciary liability, and ERISA bonds. It concludes with an overview of privacy and cyber risks and coverages.
Property/Business Interruption and Cyber Liability (Series: Insurance for the...Financial Poise
This panel discusses key elements of a property policy such as what coverages could be essential to your business, i.e., Business Income, Contingent Property, and Professional Services (and you don’t need to be in the Professional Services business to get value from this coverage), an explanation of co-insurance v. agreed value, and different valuations like replacement cost v. cash value as well as proper valuation of assets
We’ll also discuss Cyber Liability coverage, why it’s so important to so many more businesses than one might think and what could be important considerations for a policy since each policy varies from carrier to carrier. We’ll look at topics like protecting inventory with a “street value,” “Are you the insured?”, carrying a “foreign exchange” risk with your cyber policy, “Who’s going to obtain crypto currency to pay a ransom?”, “Do you have a potential bodily injury risk?”, and “Do you need business income coverage?”
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/property-business-interruption-and-cyber-liability-2021/
New York State Department of Financial Services Expands Its Cyber Focus to In...NationalUnderwriter
New York State Department of Financial Services Expands Its Cyber Focus to Insurers by Eric R. Dinallo, Jeremy Feigelson, David A. O’Neil, Jim Pastore, and Jordan R. Friedland
The New York State Department of Financial Services (“DFS”) recently announced a major expansion of its cybersecurity efforts: DFS will require insurers to respond to a special “comprehensive risk assessment” on cybersecurity, with those assessments to be followed by an enhanced focus on cybersecurity as part of DFS’s regular examinations of insurers. DFS’s announcement expands to insurance the increasingly rigorous approach it has recently applied to banks in the area of cyber security. More importantly, it offers critical guidance to all industries about what regulators will consider adequate precautions and preparation in this area.
Avoiding the Minefields of Claims-Made Insurance PoliciesL. D. Simmons
Many liability insurance policies are now issued on claims-made policy forms. As a business owner, risk manager or insurance broker, it is important to understand the difference between occurrence-based and claims-made forms and the key insurance coverage issues that arise in connection with claims made insurance. This presentation addresses these important topics.
The document provides an investor presentation for 1347 Property Insurance Holdings, which owns property and casualty insurance companies focused on homeowners' insurance in coastal states like Louisiana. It discusses the company's management team and growth strategy, including expanding into new markets like Texas and Florida through organic growth or acquisitions. Financial information is presented showing growth in revenues and income from 2013 to 2014 as the company increases its policy base.
Show me the money! Debtors in Chapter 11 cases cannot survive without money to continue operations, pay vendors and professionals, and work to restructure debt and/or sell assets. Where do those necessary funds come from? There are really only two sources – cash the debtor has or can generate (in either case, generally the collateral of the secured lender) or new money coming into estate in the form of a post-petition debtor-in-possession (DIP) loan. At the very outset of the case, a debtor must obtain a court order allowing it to use its cash when that cash is the collateral of a third party or must obtain authority from the court to borrow funds. In either case, what the debtor is permitted or not permitted to do can seal the fate of a case from the outset. As a result, the battles over the terms of the use of cash collateral or DIP financing are some of the most hotly contested in the Chapter 11 process. This webinar examines the issue involved and how the various constituencies fight about them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/cash-collateral-dip-loan-contests-2019/
Data Privacy & Security 101 (Series: One Hour Law School)Financial Poise
Information technology systems are at the core of the way we live, work, and play; they impact virtually every aspect of our lives today, and businesses of all kinds are increasingly data driven. But businesses must understand and protect against the legal, business and reputational risks from actual or perceived misuse of such data. And they must navigate these waters in a world where data knows no boundaries, and in which governments and others apply differing standards and have carry differing expectations. Experts further warn (and sometimes daily news seems to suggest) that data breaches are inevitable, and businesses must plan for the operational, legal and reputational fallout of such events. Get up to speed with us on a topic that will continue to grow in importance in today’s data-driven marketplace.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-privacy-security-2019/
Eddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/opportunity-amidst-crisis-2019/
This document discusses key insurance coverages for entrepreneurial companies including property, product liability, cyber risk, intellectual property infringement, and international risks. It also outlines common risks that keep CFOs awake including financial, human capital, intellectual capital, operational risks, regulatory risks, and credit risks. The document then discusses building scalable insurance programs and the importance of management liability insurance including directors and officers liability, employment practices liability, fiduciary liability, and ERISA bonds. It concludes with an overview of privacy and cyber risks and coverages.
Property/Business Interruption and Cyber Liability (Series: Insurance for the...Financial Poise
This panel discusses key elements of a property policy such as what coverages could be essential to your business, i.e., Business Income, Contingent Property, and Professional Services (and you don’t need to be in the Professional Services business to get value from this coverage), an explanation of co-insurance v. agreed value, and different valuations like replacement cost v. cash value as well as proper valuation of assets
We’ll also discuss Cyber Liability coverage, why it’s so important to so many more businesses than one might think and what could be important considerations for a policy since each policy varies from carrier to carrier. We’ll look at topics like protecting inventory with a “street value,” “Are you the insured?”, carrying a “foreign exchange” risk with your cyber policy, “Who’s going to obtain crypto currency to pay a ransom?”, “Do you have a potential bodily injury risk?”, and “Do you need business income coverage?”
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/property-business-interruption-and-cyber-liability-2021/
New York State Department of Financial Services Expands Its Cyber Focus to In...NationalUnderwriter
New York State Department of Financial Services Expands Its Cyber Focus to Insurers by Eric R. Dinallo, Jeremy Feigelson, David A. O’Neil, Jim Pastore, and Jordan R. Friedland
The New York State Department of Financial Services (“DFS”) recently announced a major expansion of its cybersecurity efforts: DFS will require insurers to respond to a special “comprehensive risk assessment” on cybersecurity, with those assessments to be followed by an enhanced focus on cybersecurity as part of DFS’s regular examinations of insurers. DFS’s announcement expands to insurance the increasingly rigorous approach it has recently applied to banks in the area of cyber security. More importantly, it offers critical guidance to all industries about what regulators will consider adequate precautions and preparation in this area.
Avoiding the Minefields of Claims-Made Insurance PoliciesL. D. Simmons
Many liability insurance policies are now issued on claims-made policy forms. As a business owner, risk manager or insurance broker, it is important to understand the difference between occurrence-based and claims-made forms and the key insurance coverage issues that arise in connection with claims made insurance. This presentation addresses these important topics.
The document provides an investor presentation for 1347 Property Insurance Holdings, which owns property and casualty insurance companies focused on homeowners' insurance in coastal states like Louisiana. It discusses the company's management team and growth strategy, including expanding into new markets like Texas and Florida through organic growth or acquisitions. Financial information is presented showing growth in revenues and income from 2013 to 2014 as the company increases its policy base.
“‘Broken Window’ Filings: How to Avoid SEC Section 16 Problems for Officers, Directors and Public Companies,” is an installment of The Real Deal.
In a novel mass enforcement action, the SEC recently announced heavy fines against 34 individuals and companies for violating stock transaction and ownership reporting rules. The SEC emphasized that it now is using sophisticated computer algorithms to find and prosecute even inadvertent violations. With this initiative, there is more reason than ever for compliance officers, in-house counsel, directors and officers to ensure they are doing all they can to stay out of the cross-hairs of future enforcement actions.
This presentation was held on October 23, 2014 at 12:00-1:30 p.m. (Central). This webinar series addresses current trends, challenges, and legal topics pertinent to M&A and securities professionals.
Has your credit union considered how member relations, legal compliance and brand reputation might be affected during a data breach? In this 2012 NAFCU Technology & Security Conference session recording you will learn about the risks of data breaches and how they could impact your credit union. http://www.nafcu.org/affinion
It is likely that most of your commercial accounts have some form of benefit program for their employees and that you are used to adding Employee Benefit Liability Insurance routinely to the General Liability coverage. What about this coverage called Fiduciary Liability? Do you know the differences between the two and when your insured needs one or the other or both? Come to class and find out.
Marjorie Segale, Director of Education for the Insurance Community. Marjorie brings several decades of insurance experience, from producer, agency owner, educator and consultant.
25 Questions to ask your D & O carrierJeff Otteson
This document discusses important questions that bank directors and officers should ask their Director's and Officer's Liability insurance carrier to ensure they have proper coverage. It lists 25 questions in key areas like policy definitions, limits, prior acts coverage, notice requirements, defense coverage, and exclusions. The document stresses the importance of bank leaders understanding the protections provided by their D&O policy, as their personal assets could be at risk. It recommends reviewing coverage with the board every 2-4 years.
Has your credit union considered how member relations, legal compliance and brand reputation might be affected during a data breach? In this 2012 NAFCU Technology & Security Conference session recording you will learn about the risks of data breaches and how they could impact your credit union.
This document discusses asset protection strategies and frequently asked questions about protecting assets from lawsuits. It explains that anyone can be sued so planning is important. Asset protection involves legally shielding assets using exemptions like homestead protections or entities like limited partnerships and offshore trusts. The best solution is a customized plan considering individual circumstances, developed with legal and financial advisors, as planning should occur before any lawsuits are filed.
This presentation covers the details about Bajaj Allianz's cyber insurance policy for individuals, which safeguards them from new-age risk factors and impacts of various cyber-attacks.
Complacency in the Face of Evolving Cybersecurity Norms is HazardousEthan S. Burger
Complacency in the face of evolving cybersecurity norms is hazardous. Executives and boards are often reluctant to adopt comprehensive cybersecurity policies due to costs and contradictory advice. However, failing to take action increases regulatory and legal risks. Cyberattacks are difficult to defend against and are becoming more sophisticated. Small and medium enterprises are particularly vulnerable targets but may underestimate threats due to limited resources. Government efforts to work with businesses on cybersecurity have been inconsistent, creating uncertainty around compliance. Cyberbreaches can result in significant litigation and liability for companies, especially as legal standards continue developing. Comprehensive and strategic planning is needed to address diverse cyberattack risks.
The document discusses several topics related to securities law compliance for public companies:
1) It examines the interaction between state corporate law standards of fiduciary duty and evolving federal securities laws. Federal laws have expanded the board's role from advisory to include oversight of legal and regulatory compliance.
2) It describes the various sources that govern corporate governance, including federal securities laws, stock exchange listing standards, and evolving "best practices". Independence of board members is a key requirement.
3) It discusses requirements for audit committees, financial disclosures, and internal corporate policies to comply with securities regulations. Boards must oversee compliance as part of their fiduciary duty of care. Maintaining independence and seeking outside advice can help boards
Data Breach Response: Before and After the Breach (Series: Cybersecurity & Da...Financial Poise
This document discusses responding to a data breach, including identifying if a breach has occurred, investigating the breach, containing the breach, fixing vulnerabilities, assembling a breach response team, and determining notification obligations. It provides an overview of steps to take in the first 24 hours of discovering a breach, such as securing premises, stopping additional data loss, and assessing risks. It also outlines some state-specific notification requirements, such as notifying various government agencies in Massachusetts and the Superintendent of Financial Services in New York within 72 hours of certain cybersecurity events.
The Intersection of IP & Bankruptcy (Series: Chapter 11 Potpourri)Financial Poise
This document contains slides from a webinar presentation on intellectual property issues that arise in bankruptcy proceedings. It discusses various types of intellectual property like patents, copyrights, trademarks, and trade secrets. It then explains how executory contracts are treated under bankruptcy law, including the options to reject, assume, or assign contracts. The presentation focuses on key issues for intellectual property licenses, including the special protections for licensees of patents and copyrights if the licensor rejects the license. It notes areas of controversy around the rights of licensees after rejection and the assignability of licenses.
Data Privacy Compliance (Series: Corporate & Regulatory Compliance Bootcamp)Financial Poise
All levels of society rely upon information technology systems. Network operations are pervasive and impact nearly every aspect of our society. The desire of companies to collect, use, store, and secure information about customers, employees, and other individuals is a requirement of the new economy. It is no wonder that the prevalence of electronic communications and a growing dependency on cyber structures and operations also create potential vulnerabilities to cyberattacks. It is critical to preserve information systems and address and prevent weaknesses in cyber protection efforts. This webinar examines the means for companies to reach data goals ethically, efficiently and legally. Best practices and model comprehensive privacy and cybersecurity policies are discussed. And, data breach response and related litigation, including class action litigation issues and fiduciary duty violations under corporate law, are discussed.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-privacy-compliance-2019/
The Federal Corrupt Practices Act (“FCPA”) prohibits a U.S. company or person from bribing foreign government officials to obtain a business advantage. Along with this seemingly simple restriction comes accounting and record keeping requirements with which companies must comply. The FCPA requires the implementation of a compliance program which addresses FCPA concerns and establishes an FCPA corporate policy. This webinar covers the basics of the FCPA, including an introduction to the regulators, both the SEC and DOJ, and recent communications to the public regarding the FCPA from these regulatory bodies. The standards for a compliance program review is analyzed, including what makes a program current and effective as well as how often the program requires review. The role of a compliance coordinator is discussed, as is record keeping, training, and retaliation. Finally, meals and entertainment, gifts, travel, charitable contributions, and hiring are all discussed with reference to recent government actions and legal decisions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/foreign-corrupt-practices-act-2019/
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/factoring/
A simple way to think about factoring is to think of it as a company selling its invoices or accounts receivable (A/R) to a third party. It is not that simple, however, thus the purpose of this webinar. A factor makes a profit by buying A/R for less than 100% of its face amount. Companies that transact with factors are often cash-strapped. A factor will typically advance most of an invoice amount – usually between 70% - 90%. When the invoice is paid, the factor will remit the balance the company, less a transaction fee. This arrangement allows a company to get cash much faster than it would if it waited to be paid pursuant to the terms of its invoices (i.e. often 30 days) and even faster if its customer fails to pay within terms. This webinar discusses various common types of factoring arrangements; how to negotiate a factoring agreement; and alternatives to consider before deciding to factor.
The Commercial Landlord's Perspective (Series: Real Estate Leasing Dumbed Down)Financial Poise
The process of representing a commercial landlord in a lease transaction is multi-faceted. While generation of cash flow is ultimate goal, there are other very important goals. These include minimizing risk, preserving the asset, enhancing the property and about a multitude of other issues.
This webinar focuses on the major concerns of real estate professionals in advising a landlord. When should the landlord insist on the language in the lease, and when should the landlord consider a concession or compromise? What is the role of the local real estate market in this analysis and why is it so important? After participating in this webinar, one will have a solid grasp of what commercial landlords need and why.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/commercial-landlords-perspective-2019/
Securities Law: An Overview (Series: Securities Law Made Simple (Not Really)) Financial Poise
This document provides an overview of securities law. It defines what constitutes a security, outlines the key laws governing securities offerings, and describes the registration process and available exemptions from registration. It also discusses the consequences of failing to comply with securities laws and how the JOBS Act and FAST Act have changed certain rules. The expert panel will provide practical guidance and examples to help explain securities law concepts.
Procurement & Government Contracting Compliance (Series: Corporate & Regulato...Financial Poise
The volume and complexity of transactions related to procurement are some of the reasons that transactions with the government are most vulnerable to corruption. State and federal regulatory compliance can be tough to navigate and the process can make even routine sales and marketing practices vulnerable to civil and criminal liability. This webinar analyzes the regulatory framework, including identification of some of the legal risks in solicitations, pre- and post-award bid protests, contract compliance, change orders, and contract claims and disputes. The webinar also discusses defense strategies of a company that is accused of fraud or civil non-compliance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/procurement-government-contracting-compliance-2019/
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...Financial Poise
There is an old carpenters’ expression, “measure twice, cut once.” M&A work is just one of many areas in business and law where this expression resonates. Buyers and sellers, like chess players anticipating many moves in advance, should envision and plan the route to get a deal done, including anticipated detours, at the onset of the transaction.
This webinar discusses the similarities and differences between basic M&A transaction structures; purchase price payment concerns; the most common issues that arise in the early stages of M&A transactions of all kinds; the relationship between ostensibly unrelated sections of an M&A agreement; and transaction timeline. One focus of this episode is a threshold question in many deals: whether the buyer will buy equity or assets. This episode will, in summary form, cover many of the issues discussed in greater depth in subsequent episodes.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/structuring-planning-the-ma-transaction-2019/
Defending Against Bankruptcy Avoidance Actions (Series: COMPLEX FINANCIAL LIT...Financial Poise
In the event of a bankruptcy, the debtor or trustee may opt to take legal action in order to recover money or property that was transferred by the debtor prior to going bankrupt. These actions, whereby such transfers are effectively reversed, are referred to as “avoidance actions.” In this webinar, the expert panel discusses the applicable provisions of the Bankruptcy Code, common avoidance actions, and key considerations when planning for and defending against these actions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/defending-against-bankruptcy-avoidance-actions-2/
“‘Broken Window’ Filings: How to Avoid SEC Section 16 Problems for Officers, Directors and Public Companies,” is an installment of The Real Deal.
In a novel mass enforcement action, the SEC recently announced heavy fines against 34 individuals and companies for violating stock transaction and ownership reporting rules. The SEC emphasized that it now is using sophisticated computer algorithms to find and prosecute even inadvertent violations. With this initiative, there is more reason than ever for compliance officers, in-house counsel, directors and officers to ensure they are doing all they can to stay out of the cross-hairs of future enforcement actions.
This presentation was held on October 23, 2014 at 12:00-1:30 p.m. (Central). This webinar series addresses current trends, challenges, and legal topics pertinent to M&A and securities professionals.
Has your credit union considered how member relations, legal compliance and brand reputation might be affected during a data breach? In this 2012 NAFCU Technology & Security Conference session recording you will learn about the risks of data breaches and how they could impact your credit union. http://www.nafcu.org/affinion
It is likely that most of your commercial accounts have some form of benefit program for their employees and that you are used to adding Employee Benefit Liability Insurance routinely to the General Liability coverage. What about this coverage called Fiduciary Liability? Do you know the differences between the two and when your insured needs one or the other or both? Come to class and find out.
Marjorie Segale, Director of Education for the Insurance Community. Marjorie brings several decades of insurance experience, from producer, agency owner, educator and consultant.
25 Questions to ask your D & O carrierJeff Otteson
This document discusses important questions that bank directors and officers should ask their Director's and Officer's Liability insurance carrier to ensure they have proper coverage. It lists 25 questions in key areas like policy definitions, limits, prior acts coverage, notice requirements, defense coverage, and exclusions. The document stresses the importance of bank leaders understanding the protections provided by their D&O policy, as their personal assets could be at risk. It recommends reviewing coverage with the board every 2-4 years.
Has your credit union considered how member relations, legal compliance and brand reputation might be affected during a data breach? In this 2012 NAFCU Technology & Security Conference session recording you will learn about the risks of data breaches and how they could impact your credit union.
This document discusses asset protection strategies and frequently asked questions about protecting assets from lawsuits. It explains that anyone can be sued so planning is important. Asset protection involves legally shielding assets using exemptions like homestead protections or entities like limited partnerships and offshore trusts. The best solution is a customized plan considering individual circumstances, developed with legal and financial advisors, as planning should occur before any lawsuits are filed.
This presentation covers the details about Bajaj Allianz's cyber insurance policy for individuals, which safeguards them from new-age risk factors and impacts of various cyber-attacks.
Complacency in the Face of Evolving Cybersecurity Norms is HazardousEthan S. Burger
Complacency in the face of evolving cybersecurity norms is hazardous. Executives and boards are often reluctant to adopt comprehensive cybersecurity policies due to costs and contradictory advice. However, failing to take action increases regulatory and legal risks. Cyberattacks are difficult to defend against and are becoming more sophisticated. Small and medium enterprises are particularly vulnerable targets but may underestimate threats due to limited resources. Government efforts to work with businesses on cybersecurity have been inconsistent, creating uncertainty around compliance. Cyberbreaches can result in significant litigation and liability for companies, especially as legal standards continue developing. Comprehensive and strategic planning is needed to address diverse cyberattack risks.
The document discusses several topics related to securities law compliance for public companies:
1) It examines the interaction between state corporate law standards of fiduciary duty and evolving federal securities laws. Federal laws have expanded the board's role from advisory to include oversight of legal and regulatory compliance.
2) It describes the various sources that govern corporate governance, including federal securities laws, stock exchange listing standards, and evolving "best practices". Independence of board members is a key requirement.
3) It discusses requirements for audit committees, financial disclosures, and internal corporate policies to comply with securities regulations. Boards must oversee compliance as part of their fiduciary duty of care. Maintaining independence and seeking outside advice can help boards
Data Breach Response: Before and After the Breach (Series: Cybersecurity & Da...Financial Poise
This document discusses responding to a data breach, including identifying if a breach has occurred, investigating the breach, containing the breach, fixing vulnerabilities, assembling a breach response team, and determining notification obligations. It provides an overview of steps to take in the first 24 hours of discovering a breach, such as securing premises, stopping additional data loss, and assessing risks. It also outlines some state-specific notification requirements, such as notifying various government agencies in Massachusetts and the Superintendent of Financial Services in New York within 72 hours of certain cybersecurity events.
The Intersection of IP & Bankruptcy (Series: Chapter 11 Potpourri)Financial Poise
This document contains slides from a webinar presentation on intellectual property issues that arise in bankruptcy proceedings. It discusses various types of intellectual property like patents, copyrights, trademarks, and trade secrets. It then explains how executory contracts are treated under bankruptcy law, including the options to reject, assume, or assign contracts. The presentation focuses on key issues for intellectual property licenses, including the special protections for licensees of patents and copyrights if the licensor rejects the license. It notes areas of controversy around the rights of licensees after rejection and the assignability of licenses.
Data Privacy Compliance (Series: Corporate & Regulatory Compliance Bootcamp)Financial Poise
All levels of society rely upon information technology systems. Network operations are pervasive and impact nearly every aspect of our society. The desire of companies to collect, use, store, and secure information about customers, employees, and other individuals is a requirement of the new economy. It is no wonder that the prevalence of electronic communications and a growing dependency on cyber structures and operations also create potential vulnerabilities to cyberattacks. It is critical to preserve information systems and address and prevent weaknesses in cyber protection efforts. This webinar examines the means for companies to reach data goals ethically, efficiently and legally. Best practices and model comprehensive privacy and cybersecurity policies are discussed. And, data breach response and related litigation, including class action litigation issues and fiduciary duty violations under corporate law, are discussed.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/data-privacy-compliance-2019/
The Federal Corrupt Practices Act (“FCPA”) prohibits a U.S. company or person from bribing foreign government officials to obtain a business advantage. Along with this seemingly simple restriction comes accounting and record keeping requirements with which companies must comply. The FCPA requires the implementation of a compliance program which addresses FCPA concerns and establishes an FCPA corporate policy. This webinar covers the basics of the FCPA, including an introduction to the regulators, both the SEC and DOJ, and recent communications to the public regarding the FCPA from these regulatory bodies. The standards for a compliance program review is analyzed, including what makes a program current and effective as well as how often the program requires review. The role of a compliance coordinator is discussed, as is record keeping, training, and retaliation. Finally, meals and entertainment, gifts, travel, charitable contributions, and hiring are all discussed with reference to recent government actions and legal decisions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/foreign-corrupt-practices-act-2019/
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/factoring/
A simple way to think about factoring is to think of it as a company selling its invoices or accounts receivable (A/R) to a third party. It is not that simple, however, thus the purpose of this webinar. A factor makes a profit by buying A/R for less than 100% of its face amount. Companies that transact with factors are often cash-strapped. A factor will typically advance most of an invoice amount – usually between 70% - 90%. When the invoice is paid, the factor will remit the balance the company, less a transaction fee. This arrangement allows a company to get cash much faster than it would if it waited to be paid pursuant to the terms of its invoices (i.e. often 30 days) and even faster if its customer fails to pay within terms. This webinar discusses various common types of factoring arrangements; how to negotiate a factoring agreement; and alternatives to consider before deciding to factor.
The Commercial Landlord's Perspective (Series: Real Estate Leasing Dumbed Down)Financial Poise
The process of representing a commercial landlord in a lease transaction is multi-faceted. While generation of cash flow is ultimate goal, there are other very important goals. These include minimizing risk, preserving the asset, enhancing the property and about a multitude of other issues.
This webinar focuses on the major concerns of real estate professionals in advising a landlord. When should the landlord insist on the language in the lease, and when should the landlord consider a concession or compromise? What is the role of the local real estate market in this analysis and why is it so important? After participating in this webinar, one will have a solid grasp of what commercial landlords need and why.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/commercial-landlords-perspective-2019/
Securities Law: An Overview (Series: Securities Law Made Simple (Not Really)) Financial Poise
This document provides an overview of securities law. It defines what constitutes a security, outlines the key laws governing securities offerings, and describes the registration process and available exemptions from registration. It also discusses the consequences of failing to comply with securities laws and how the JOBS Act and FAST Act have changed certain rules. The expert panel will provide practical guidance and examples to help explain securities law concepts.
Procurement & Government Contracting Compliance (Series: Corporate & Regulato...Financial Poise
The volume and complexity of transactions related to procurement are some of the reasons that transactions with the government are most vulnerable to corruption. State and federal regulatory compliance can be tough to navigate and the process can make even routine sales and marketing practices vulnerable to civil and criminal liability. This webinar analyzes the regulatory framework, including identification of some of the legal risks in solicitations, pre- and post-award bid protests, contract compliance, change orders, and contract claims and disputes. The webinar also discusses defense strategies of a company that is accused of fraud or civil non-compliance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/procurement-government-contracting-compliance-2019/
Structuring and Planning the M&A Transaction (Series: Private Company M&A Boo...Financial Poise
There is an old carpenters’ expression, “measure twice, cut once.” M&A work is just one of many areas in business and law where this expression resonates. Buyers and sellers, like chess players anticipating many moves in advance, should envision and plan the route to get a deal done, including anticipated detours, at the onset of the transaction.
This webinar discusses the similarities and differences between basic M&A transaction structures; purchase price payment concerns; the most common issues that arise in the early stages of M&A transactions of all kinds; the relationship between ostensibly unrelated sections of an M&A agreement; and transaction timeline. One focus of this episode is a threshold question in many deals: whether the buyer will buy equity or assets. This episode will, in summary form, cover many of the issues discussed in greater depth in subsequent episodes.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/structuring-planning-the-ma-transaction-2019/
Defending Against Bankruptcy Avoidance Actions (Series: COMPLEX FINANCIAL LIT...Financial Poise
In the event of a bankruptcy, the debtor or trustee may opt to take legal action in order to recover money or property that was transferred by the debtor prior to going bankrupt. These actions, whereby such transfers are effectively reversed, are referred to as “avoidance actions.” In this webinar, the expert panel discusses the applicable provisions of the Bankruptcy Code, common avoidance actions, and key considerations when planning for and defending against these actions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/defending-against-bankruptcy-avoidance-actions-2/
It’s So Hard To Say Goodbye: Minimizing Risk When Terminating Employees (Seri...Financial Poise
Involuntary terminations are never pleasant, but they are an inevitable part of business. Whether an employee is being let go due to poor performance or serious misconduct, chances are that he or she may take issue with the company’s decision—either during the termination meeting or at some point down the road. In the event the terminated employee decides to visit the nearest Equal Employment Opportunity Commission Office or meet with a plaintiff’s attorney, you want to make sure that you have taken steps to minimize risk and give your organization its best chance to defend against claims of discrimination, retaliation and/or wrongful discharge. This webinar discusses the various issues you should consider not only when you are making the decision to terminate but also in the weeks and months that lead up to that point. Drawing on their experiences as an HR consultant and management-side employment lawyer, the panelists provide practical tips to minimize exposure and best practices for conducting an employee termination meeting.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/its-so-hard-to-say-goodbye-minimizing-risk-when-terminating-employees/
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/merchant-cash-advance/
Financing through a merchant cash advance (MCA) is used mostly by companies that accepted credit and debit cards for most of their sales, typically retailers and restaurants. The concept is this: funder purchases a portion of the company’s future credit card receivables for a discounted lump sum. The MCA funder receives the purchased credit card receivables as they are generated either by taking a percentage of the company’s daily credit card proceeds or by debiting a certain amount of funds from the company’s bank account. Depending on the risk profile of the company, it can be a more expensive form of financing for a business compared to other types of financing. This webinar explains the nuts and bolts of MCA financing, its pros, and its cons. It explores the documentation that is necessary to enter into such an arrangement, including how to negotiate that documentation.
Show Them the Money: Wage & Hour Compliance (Series: HR, Talent Management & ...Financial Poise
Compliance with federal (as well as state) wage and hour laws returned to the forefront towards the end of the Obama administration when it appeared that the salary threshold that applied to exempt employees would be increased significantly. While the proposed change will not happen, the Trump administration has signaled that the threshold will nonetheless likely increase. Regardless of where the new threshold lands, employers must nonetheless be mindful of the risks posed by misclassifying individuals as exempt as well as by a host of practices that can imperil otherwise proper classification decisions. And while the federal government is no longer scrutinizing the use of independent contractors as closely today, employers must still be careful when relying on contractors. This webinar delves into the mistakes commonly made by employers and endeavors to provide attendees with the tools needed to help find and fix potential wage and hour pitfalls.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/wage-hour-compliance-2019/
What Kind of Loan? (Series: Borrower or Lender BE)Financial Poise
In a broad sense, most loans can be divided into two basic types: an asset-based loan (ABL) and a cash flow loan.
An ABL is made by a lender who underwrites the loan primarily by valuing the company’s assets, such as accounts receivable (A/R) and inventory. An ABL lender underwrites a loan based on the ability to liquidate its collateral should it need to. A “cash flow” lender, in contrast, while also secured against the borrower’s assets, underwrites the loan primarily based on the cash flow and general credit-worthiness of the borrower.
The distinction between these types of loans is only the beginning of understanding the many types of loans available to a business, because within each of the two types there are many sub-types.
This webinar takes the audience through a guided tour of the various borrowing options available to businesses, from both a business and legal perspective, to paint the overall landscape of the different types of lenders that exist and to provide a framework for understanding what type of lender and loan may make sense for any particular borrower.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/what-kind-of-loan-2019/
Investing in Commercial Real Estate (Series: Real Estate Investing 101) Financial Poise
Before taking the plunge into commercial real estate investing, one should have a clear understanding of how to select the right location, preferred type and class of property, what due diligence to do, how to secure financing, how to negotiate a deal, and how to manage the property going forward as a commercial landlord. This Financial Poise panel explains the process from looking for the investment, to contract, to closing, and beyond.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/investing-in-commercial-real-estate-2019/
Focus on Single Asset Real Estate (Series: Chapter 11 Special Issues)Financial Poise
There are some special rules for single asset real estate cases in the Bankruptcy Code but even without those special rules, such chapter 11 cases proceed quite differently than other cases. Motion to dismiss or convert early in the case, and motions to lift the automatic stay to permit a single lender to foreclose on all of the debtor’s assets, are common. More generally, single asset real estate cases are far more likely to be dominated by litigation early as compared to other chapter 11 cases. Plan confirmation issues tend to focus on claim classification issues. This webinar addresses these issues.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/single-asset-real-estate-2019/
Goal Based Investing: Planning for Key Life Events (Series: Personal Finance ...Financial Poise
There is a redundancy in the title for this episode, for one should invest only with one or more goals in mind. This goes along with being the ally of the future version of you – someone you like and hope to admire. This webinar identifies key events and discusses approaches to husbanding our investment dollars.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/goal-based-investing-2019/
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/asset-based-lending/
Asset-based lending, or an asset-based loan (ABL) is made by a lender who underwrites the loan primarily by valuing the company’s assets, such as accounts receivable (A/R) and inventory. An ABL lender can be distinguished from a “cash flow” lender in that while a cash flow lender secures its loan against the borrower’s assets, as does an ABL lender, the cash flow lender underwrites the loan based on the cashflow and general credit-worthiness of the borrower. An ABL lender, in contrast, looks primarily to the ability to liquidate its collateral should it need to, to be repaid. Since ABL lenders are willing to provide loans to companies with weaker financial performance, they are able to provide financing to companies who are not eligible for a cash flow loan. ABL lenders typically charge higher interest rates than cash flow lenders as a result of greater risk of non-performance. This webinar explains ABLs, explores its pros and cons, and discusses the basics of negotiating one.
Leveraging & Protecting Trade Secrets in the 21st Century (Series: INTELLECTU...Financial Poise
Trade secrets are a more important form of an intellectual property asset than ever.
Congress recently passed the Defend Trade Secrets Act of 2016, which created new federal laws that allow an owner of a trade secret to sue in federal court when its trade secrets have been misappropriated. And as technology continues to exponentially progress in the digital age of the 21st Century, the need for businesses to protect and limit access to valuable and confidential trade secret information continues to rise. The progress in technology and expansion of information also promotes means for monetizing and leveraging trade secrets.
How do you identify your trade secrets, protect them, and leverage them? These are the questions this cutting-edge webinar discusses and seeks to answer.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/leveraging-protecting-trade-secrets-in-the-21st-century/
Similar to Hot Off the Press - Recent Cases & Decisions 2019 (20)
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
See more at https://www.financialpoise.com/webinars/
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
This webinar provides an overview of using expert witnesses in commercial litigation. It discusses when expert testimony is commonly used, the rules governing expert disclosures and discovery such as expert reports. It covers challenging opposing experts using Daubert motions and strategies for preparing your own experts for deposition. The webinar is part of a series on litigation fundamentals aimed at new and less experienced litigators.
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest for the trees, but does not do a deep dive into any single topic. Think of this webinar as a road map or timeline for a typical deal.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
This document provides an overview of wound healing, its functions, stages, mechanisms, factors affecting it, and complications.
A wound is a break in the integrity of the skin or tissues, which may be associated with disruption of the structure and function.
Healing is the body’s response to injury in an attempt to restore normal structure and functions.
Healing can occur in two ways: Regeneration and Repair
There are 4 phases of wound healing: hemostasis, inflammation, proliferation, and remodeling. This document also describes the mechanism of wound healing. Factors that affect healing include infection, uncontrolled diabetes, poor nutrition, age, anemia, the presence of foreign bodies, etc.
Complications of wound healing like infection, hyperpigmentation of scar, contractures, and keloid formation.
How to Setup Warehouse & Location in Odoo 17 InventoryCeline George
In this slide, we'll explore how to set up warehouses and locations in Odoo 17 Inventory. This will help us manage our stock effectively, track inventory levels, and streamline warehouse operations.
Beyond Degrees - Empowering the Workforce in the Context of Skills-First.pptxEduSkills OECD
Iván Bornacelly, Policy Analyst at the OECD Centre for Skills, OECD, presents at the webinar 'Tackling job market gaps with a skills-first approach' on 12 June 2024
Leveraging Generative AI to Drive Nonprofit InnovationTechSoup
In this webinar, participants learned how to utilize Generative AI to streamline operations and elevate member engagement. Amazon Web Service experts provided a customer specific use cases and dived into low/no-code tools that are quick and easy to deploy through Amazon Web Service (AWS.)
Philippine Edukasyong Pantahanan at Pangkabuhayan (EPP) CurriculumMJDuyan
(𝐓𝐋𝐄 𝟏𝟎𝟎) (𝐋𝐞𝐬𝐬𝐨𝐧 𝟏)-𝐏𝐫𝐞𝐥𝐢𝐦𝐬
𝐃𝐢𝐬𝐜𝐮𝐬𝐬 𝐭𝐡𝐞 𝐄𝐏𝐏 𝐂𝐮𝐫𝐫𝐢𝐜𝐮𝐥𝐮𝐦 𝐢𝐧 𝐭𝐡𝐞 𝐏𝐡𝐢𝐥𝐢𝐩𝐩𝐢𝐧𝐞𝐬:
- Understand the goals and objectives of the Edukasyong Pantahanan at Pangkabuhayan (EPP) curriculum, recognizing its importance in fostering practical life skills and values among students. Students will also be able to identify the key components and subjects covered, such as agriculture, home economics, industrial arts, and information and communication technology.
𝐄𝐱𝐩𝐥𝐚𝐢𝐧 𝐭𝐡𝐞 𝐍𝐚𝐭𝐮𝐫𝐞 𝐚𝐧𝐝 𝐒𝐜𝐨𝐩𝐞 𝐨𝐟 𝐚𝐧 𝐄𝐧𝐭𝐫𝐞𝐩𝐫𝐞𝐧𝐞𝐮𝐫:
-Define entrepreneurship, distinguishing it from general business activities by emphasizing its focus on innovation, risk-taking, and value creation. Students will describe the characteristics and traits of successful entrepreneurs, including their roles and responsibilities, and discuss the broader economic and social impacts of entrepreneurial activities on both local and global scales.
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How to Make a Field Mandatory in Odoo 17Celine George
In Odoo, making a field required can be done through both Python code and XML views. When you set the required attribute to True in Python code, it makes the field required across all views where it's used. Conversely, when you set the required attribute in XML views, it makes the field required only in the context of that particular view.