Celesq® Attorneys Ed Center
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Programs in Securities & Investing

Programs are available online to all firms wishing to assist their attorneys in obtaining their CLE credits. Please email customer.care@celesq.com to obtain a coupon code for your firm. Once an attorney has completed a program, your firm will be billed $30 each for the cost of each certificate which will be issued as a download once the attorney has completed the affirmation for the particular program. CDs will be available for all programs upon request. Please email customer.care@celesq.com to purchase CDs for any course. Cost will be $95.00 per CD, plus shipping and handling.

PROGRAMS ARE NOT AVAILABLE UNTIL AFTER THE PROGRAM DATE – IF THE ONLINE PURCHASE BUTTON IS NOT SHOWING – THE PROGRAM IS NOT YET AVAILABLE FOR LISTENING. PLEASE DO NOT ADD AUDIO TAPE TO YOUR CART AS THE PROGRAM IS NOT YET AVAILABLE. ONLY ADD TO YOUR CART IF YOU SEE ‘ONLINE AUDIO’ - THANK YOU SO MUCH!

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Challenging the SEC in Federal Court: Recent Developments in Case Law and Practice Notes (01/14/2021)

Program Number: 3103 Presenter: Jay A. Dubow, Esq., Mary Grace W. Metcalfe, Esq., Ghillaine A. Reid, Esq.

Challenging an ongoing investigation by the SEC is a daunting task, particularly for those identified as subjects of the investigation. Two recent holdings, one by the Third Circuit in Gentile v. Sec. & Exch. Comm’n, 2020 WL 5416297 (3d Cir. Sept. 10, 2020) and the other by the United States District Court for the District of New Jersey in Sec. & Exch. Comm’n v. Gentile, 16-cv-01619-BRM-JAD (Order Sept. 29, 2020), both of which involved the same parties, offer some clarification on when and how best to mount such a challenge. The Third Circuit’s opinion makes clear that the SEC’s ability to investigate is one of the “rare circumstances” in which an agency’s action is exempt from the waiver of sovereign immunity that might otherwise apply under the Administrative Procedure Act and, as a result, is not subject to judicial review. By contrast, the district court’s opinion reinforces that, once an investigation

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To Trade Secret or Not to Trade Secret- That is THE Question! (06/10/2020)

Program Number: 3094 Presenter: David Postolski, Esq.

Keeping something secret is hard! Especially when it comes to what gives your business a competitive advantage. If you can legally and commercially manage to do this, then you can achieve Federal Rights for the first time in US history since 2016. This presentation will explore best practices, steps and strategies in ensuring that what you have as a trade secret can achieve maximum protection. This presentation will also explore the opposite of a Trade Secret, the Patent and the interplay between these types of intellectual property so that your clients can make an informed decision!

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The Law of Insider Trading: Why It Is Such a Mess (05/05/2020)

Program Number: 3085 Presenter: Tai H. Park, Esq.

This program will explain the principles of the insider trading law under Section 10(b) of the Securities Exchange Act and describe why it has proven to be so difficult to apply consistently. In recent years, the underlying, conceptual problem in the law was highlighted when judges of the Second Circuit sharply disagreed with each other in two high profile cases. In U.S. v. Newman, a unanimous panel reversed the conviction after trial of two hedge fund portfolio managers, declaring that their alleged insider trading conduct was in fact not illegal. Just a few years later, in U.S. v. Martoma, a different panel of Second Circuit judges affirmed the conviction of another portfolio manager as it disagreed with the thrust of the Newman opinion. A dissenting judge in Martoma wrote a vigorous dissent accusing the majority of flatly contradicting Newman. This split remains unresolved. In a new Second Circuit

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Sovereign and Central Bank Digital Currency – Is Cash Still the King? (05/27/2020)

Program Number: 3079 Presenter: Joel Telpner, Esq., Mari Tomunen, Esq.

With the ease of using a mobile bank, one might forget that all current monetary systems are based on the fact that technically only physical bills and coins are legal tender. The need to build digital layers on top of this setup leads to inherent friction. Why is not money natively digital? After the rise of Bitcoin and other digital blockchain based assets, practically every central bank around the world is now exploring the potential risks and benefits of turning money digital. The attorneys in this program are helping countries to issue natively digital sovereign currencies. They discuss the reason and future of Central Bank Digital Currencies, different approaches that countries are taking, and the roadblocks that need to be overcome before this major shift in the theory and makeup of money can happen.

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Demystifying Blockchain and Cryptocurrencies (05/07/2020)

Program Number: 3078 Presenter: David Kalat

In conventional usage, the term “hacking” generally refers to an unauthorized user gaining access to an electronic resource. Hackers use various means to steal, guess, calculate, or otherwise obtain credentials to access systems and data they are not allowed to access. When we talk about “hacking” a blockchain, however, this does not adequately or accurately describe what has happened and blinds us to understanding where the real risks lie in this new technology of distributed ledgers and crypto-assets. The high-profile, most destructive, and expensive “hacks” in blockchain environments actually represent *authorized* users misbehaving. In some cases, these are authorized users acting on their own behalf to exploit weaknesses in the system to their own gain at the expense of other users, in other cases these are authorized users who are misusing the trust placed in them by their customers. The key to protecting yourself against fraud in this new alien

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Newest Developments in Delaware M&A Litigation (01/08/2020)

Program Number: 3034 Presenter: Evan P. Singer, Esq.

In this program, attendees will hear about recent trends and developments in M&A-related litigation in Delaware and other jurisdictions, such as the shift away from Delaware Chancery Court and into federal district court, fewer “disclosure only” settlements, and the increased use of Delaware Section 220 demands and post-closing breach of fiduciary duty claims. The program will be of use to attorneys who are called on to litigate M&A-related claims, as well as transactional attorneys who advise parties about the risks of litigation following the announcement of a significant transaction.

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An Overview of The Proposed Carried Interest Regulations (11/13/2020)

Program Number: 30278 Presenter: Morgan Klinzing, Esq., Thomas D. Phelan, Esq.

This presentation will address the impact of the three-year holding period requirement for carried interest under Section 1061 and the recently released proposed regulations. Topics covered in the presentation will include understanding the impact of Section 1061 on exits from investments, structuring opportunities to minimize recharacterization as short-term capital gain, distinguishing capital interests from carry, and current trends in carried interest waivers.

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FCPA Investigation Resolutions – When is Final Truly Final? (10/28/2020)

Program Number: 30263 Presenter: William E. Lawler III, Esq., Jane Thomas, Esq., Shawn M. Wright, Esq.

The resolution of an FCPA case with the Department of Justice or the Securities and Exchange Commission will be accompanied by government press releases announcing the conclusion of investigations and media stories indicating that the matter is “over" for the company involved. The company and its counsel may breathe a sigh of relief, but the reality is that even after settling an FCPA investigation with the US government, companies can continue to face serious risks of further liability. In this session we will explore some of the risks of continuing liability including: follow-on enforcement actions by non-US authorities and nongovernmental authorities such as the World Bank; civil litigation, including shareholder class actions and claims against officers and directors personally; and the newly developing area of claims under US Federal Victims of Crime Compensation laws. Attendees will learn about relevant precedents in these areas, emerging trends and best practices for evaluating

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Evaluating the Evolving Climate of ESG Disclosures (10/27/2020)

Program Number: 30261 Presenter: Katayun (Kathy) Jaffari, Esq., Lindsey Stillwell, Esq., Christine Zoino, Esq.

The topic of ESG has garnered significant attention in recent years as investors have increasingly used ESG criteria as a means of evaluating the growth potential and future viability of public companies. Despite the increased attention to ESG disclosures, public companies have not uniformly adopted ESG disclosure techniques and thresholds. This presentation discusses the current disclosure requirements and guidance issued by regulatory authorities to examine best practices for companies determining appropriate ESG disclosures in future reports.

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Don’t Buy a Pig in a Poke: Minimizing FCPA Risks in International M&A (10/19/2020)

Program Number: 30238 Presenter: Dr. Sharon Meit Abrahams, David W. Simon, Esq., Rohan A. Virginkar, Esq.

Experienced FCPA practitioners David Simon and Rohan Virginkar of the law firm Foley & Lardner LLP discuss recent examples of acquisitions gone bad as a result of bribery and corruption at target companies and outline practical strategies to minimize FCPA risk, including effective approaches to compliance due diligence, deal structure and contract language, and compliance integration. The conversation will also address recent DOJ and SEC guidance and expectations for acquiring companies, considerations if issues are identified at a target, and outline strategies for managing the enforcement authorities.

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