Our Program:
During this complimentary briefing, Gibson Dunn's Securities Regulation & Corporate Governance practice group discusses the recent CSX decision and the Section 13(d) disclosure obligations associated with various hedging strategies, including the use of cash-settle derivatives and equity swaps.
Topics discussed include:
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What are the facts of the CSX case?
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How did the judge reach the decision in this case?
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What might the SEC or DOJ decide to do, if anything, in light of the decision?
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Will TCI appeal to the Second Circuit? If so, what might be the result of the appeal?
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How should companies and investors evaluate the need to report specific derivatives arrangements and understandings?
Materials
Who should view this program:
Investment bankers, hedge fund managers, private equity fund managers, in-house counsels, compliance officers, directors, senior executives, finance and audit staff.
Featured presenters include:
Ronald O. Mueller, Partner in Gibson Dunn's Capital Markets, Corporate Transactions, Executive Compensation and Employee Benefits, Mergers and Acquisitions and Securities Regulation and Corporate Governance practice groups. Mr. Mueller works in the corporate/securities area with an emphasis on proxy and disclosure issues, corporate governance, executive compensation (including Section 16 and Rule 144) and corporate transactions. Mr. Mueller has written articles and spoken at seminars about a variety of securities law issues, including trends and developments in proxy disclosures and proxy contests, the SEC's disclosure requirements, corporate governance developments, and executive compensation disclosure rules.
Brian J. Lane, Partner in Gibson Dunn’s Administrative Law and Regulatory, Capital Markets, Corporate Transactions, Crisis Management, Executive Compensation & Employee Benefits, Securities Litigation, Securities Regulation & Corporate Governance and White Collar Defense and Investigations practice groups. Mr. Lane is a corporate securities lawyer with extensive expertise in a wide range of SEC issues. He counsels companies on the most sophisticated corporate governance and regulatory issues under the federal securities laws. Mr. Lane ended a 16 year career with the Securities and Exchange Commission as the Director of the Division of Corporate Finance. In his practice, he advises a number of companies undergoing investigations relating to accounting and disclosure issues.
Adam H. Offenhartz, Partner in Gibson Dunn’s Litigation Department. Mr. Offenhartz specializes in corporate control and mergers and acquisition litigation. Mr. Offenhartz has represented both acquirers and targets in various corporate control contests and has litigated such disputes in various federal courts, Delaware Chancery Court and other state courts. He regularly advises activist shareholders, companies and special board committees on corporate control, merger and acquisition and related litigation issues. Mr. Offenhartz filed an amicus brief on behalf of the Coalition of Private Investment Companies in the CSX matter.
James Moloney, Co-Chair of Gibson Dunn's Corporate Governance and Securities Practice Group. Mr. Moloney focuses his practice on securities, mergers and acquisitions, friendly and hostile tender offers, proxy contests, going- private transactions, and general corporate matters. Mr. Moloney was with the Securities & Exchange Commission in Washington , D.C. for six years before joining Gibson Dunn in 2000. In addition to reviewing merger transactions, Mr. Moloney was the principal draftsman of Regulation M-A, a comprehensive set of rules relating to takeovers and shareholder communications, that was adopted by the Commission in 1999. Mr. Moloney serves as the Vice Chair of Proxy Statements and Business Combinations Subcommittee for the American Bar Association.
K. Susan Grafton, Of Counsel in Gibson Dunn’s Corporate Transactions, Litigation and Securities Regulation and Corporate Governance practice groups. Ms. Grafton focuses her practice on advising broker-dealers and investment managers on their business, regulatory, and compliance issues. In 2007, she joined Gibson Dunn from Goldman, Sachs & Co., where she advised the Securities Division on a variety of sales, trading, market structure and operational compliance issues. Ms. Grafton chairs the American Bar Association's Subcommittee on Market Regulation.
MCLE CREDIT INFORMATION:
Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1 hour.
This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 1 credit hour, of which 1 credit hour may be applied toward the areas of professional practice requirement. This course is NOT approved for transitional credit.
Gibson, Dunn & Crutcher LLP is authorized by the Solicitors Regulation Authority to provide in-house CPD training. This programme is approved for CPD Credit in the amount of 1 hour.
Application for approval is pending with the Colorado, Texas and Virginia State Bars.
Attorneys viewing the webcast as a group will need to sign a CLE attendance list. Please contact Jeanine McKeown at 213-229-7140 or jmckeown@gibsondunn.com for the CLE form.
For other questions regarding this webcast presentation, please contact Katalin Vlaskovits at kvlaskovits@gibsondunn.com.