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Litigation Risk Management Series: Ethics in Securities Law Practice Including Executive Compensation Issues


Product Code - LGN64
Speaker(s): Palmina Fava, Paul Hastings LLP; Elizabeth Noe, Paul Hastings LLP; Mark Poerio, Paul Hastings LLP
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Earn ethics credit by attending this program! This program will focus on a typical public company and the ethical issues that may arise both for in-house counsel and outside counsel. A hypothetical scenario will consider sensitive dynamics involving boards of directors, compensation committees, and audit committees. For example, what should in-house counsel do when faced with board pressure over aggressive positions in earnings reports? Or management pressure for skewed or limited compensation disclosures? Practical advice will extend to up-the-ladder reporting and conclude with a merger-and-acquisition scenario.

Educational Objectives:

• Learn the distinctive ethical rules that should inform the practices of securities lawyers.
• Understand how those rules apply in typical, stress-creating situations between in-house counsel and their board members, management, and outside counsel.
• Find out what ethical issues tend to arise when new compensation plans are proposed, in disclosing executive compensation, and in mergers and acquisitions.
• Learn what up-the-ladder reporting entails – technically and practically.
• Gain an understanding of how governance initiatives have affected the ethical dialogue.

Who would benefit from attending this webinar?

In-house counsel, officers, and directors of public companies (and companies considering an IPO); securities and executive compensation attorneys.

Program Level: Intermediate

Credit Available: CLE. For more information, please click on the "CLE Credit" tab.

Palmina Fava, Paul Hastings LLP; Elizabeth Noe, Paul Hastings LLP; Mark Poerio, Paul Hastings LLP

Palmina Fava, Paul Hastings LLP
Palmina Fava is co-chair of the Global Compliance and Disputes practice and is a partner in the Litigation department of Paul Hastings, based in the firm’s New York office. Ms. Fava conducts internal corporate investigations, drafts and implements corporate governance programs, and represents corporations and individuals in civil litigation and government investigations. Ethisphere Institute recognized Ms. Fava as a Rising Star in its 2012 Attorneys Who Matter list, a selection which considers expertise, peer and client endorsements, participation in high-profile cases, and overall success.

Ms. Fava also designs and implements comprehensive corporate compliance programs addressing a client’s particular risks, provides employee and third-party training, conducts proactive reviews of a client’s high-risk areas, structures commercial arrangements to protect against compliance risks, and handles due diligence of agents, joint venture partners, and targets in mergers and acquisitions, as well as other investment transactions. She earned a J.D. from Fordham University Law School and a B.A. from Georgetown University.

Elizabeth Noe, Paul Hastings LLP
Elizabeth Noe is a partner and chair of the Corporate Department of Paul Hastings and is based in the firm's Atlanta office. She has an active transactional practice concentrated in securities and corporate finance matters, mergers and acquisitions and corporate governance. Ms. Noe regularly represents buyers and sellers in mergers and acquisitions and frequently advises boards of directors of public and private companies (including Board special committees) regarding corporate governance issues and the discharge of fiduciary duties in connection with extraordinary corporate transactions.

Ms. Noe earned a J.D. from the University of Virginia School of Law and a B.A. from Agnes Scott College.

J. Mark Poerio, Paul Hastings LLP
Mark Poerio is a partner in the Employment Law Department in the Washington D.C. office of Paul Hastings, and is a member of the American College of Employee Benefit Counsel. For over 25 years, Mr. Poerio has been in private practice with a focus on executive compensation and employee benefit matters, especially from a business, governance, tax, and securities perspective. He works regularly and globally with every Paul Hastings office, and has significant pro bono representations relating to not-for-profit governance, executive compensation, and tax matters. Mr. Poerio is also an adjunct professor with the Georgetown Law School, where he designed and teaches both "Executive Pay and Loyalty" and "The Business and Securities Aspects of Executive Compensation."

Mr. Poerio earned a J.D. from Cornell Law School and a B.A. from the University of Virginia.

This program is CLE-credit eligible.

If you have further questions regarding a specific state or how to file for CLE credit, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the Legal and Business CLE Accreditation Coordinator.

Hardship Policy
Bloomberg BNA offers a hardship policy for attorneys earning less than $50,000 per year. If an attorney wishes to take advantage of this option, he or she must contact Bloomberg BNA directly. For attorneys who are unemployed or earning less than $35,000 per year, a full discount off the price of the program will be awarded upon written proof of hardship. Attorneys earning between $35,000 and $50,000 per year will receive a 50% discount off the price of the program. Any attorney working in the public service sector also qualifies for a special price. If you have further questions regarding the hardship policy or seek additional information, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to Lindsey Pace, CLE Accreditations Coordinator, or email us at accreditations@bna.com.

Questions
For more information about Mandatory or Minimum Continuing Legal Education (MCLE) requirements, visit the American Bar Association website at http://www.abanet.org/cle/mandatory.html.