Previous Events & CLE Programs
April 30, 2008
Committee Meeting
Corporate Social Responsibility and Sustainability
Elizabeth McGeveran, F&C Asset Investments, reviews social, environmental and corporate governance risk assessments to discuss best practices in the areas of:
- climate change,
- environmental management,
- supply chain standards,
- human rights,
- and more.
April 24, 2008
CLE Program
VC Financing of Technology Companies: A Look Under the Hood
Sponsored by:
Corporate Law Committee
Intellectual Property Law Committee
Venture capital investments in technology companies play a significant role in our New England economy, with almost $4 billion invested by VCs in New England in 2007 alone. This program will provide attendees with an insider’s view into VC transactions involving technology companies. The seminar will be presented by a panel of both legal experts and industry insiders, including in-house attorneys, venture capitalists, and entrepreneurs.
Click here for complete program description.
March 12, 2008
Committee Meeting
Effective Negotiation Strategies
Join John Hession, Cooley Godward Kronish LLP, for a discussion devoted to understanding how to conduct effective negotiation strategies.
February 13, 2008
Committee Meeting
Timely Tips on Drafting Proxy Statements and CD&A
Keith F. Higgins and Julie H. Jones of Ropes & Gray LLP will examine lessons learned about executive compensation disclosure from the last proxy season, including from the October 2007 SEC staff guidance and the publicly available comment letters. The program will also identify emerging "best practices" and provide tips for drafting proxy disclosure for the upcoming season.
January 9, 2008
Committee Meeting
An Overview of State Programs, Incentives & Tax Credits for Business
Annamarie Kersten, Regional Director, Greater Boston, Massachusetts Office of Business Development, will provide an overview of Massachusetts programs, incentives and tax credits for companies doing business in Massachusetts. The various programs should be of interest to the attorneys attending as well as their clients. Specific topics include:
- the Economic Development Incentive Program;
- the provisions of the Governor's Proposed Life Sciences Bill;
- the Investment Tax Credit;
- as well as financing and infrastructure programs.
December 12, 2007
Committee Meeting
Venture Financing Preferred Stock Deals: Which Terms are Worth Stressing Over?
Sarah Reed, General Counsel at Charles River Ventures, will discuss the typical terms in a venture capital preferred stock transaction and provide an overview of the relative importance of each term. The program will provide the practitioner with tools to reduce friction and increase efficiency in the negotiation of VC deals.
November 14, 2007
Committee Meeting
Setting Up an LLC: Issues to Consider
Sarah Rothermel, Partner, WilmerHale LLP, will address issues to consider in setting up an LLC, including the benefits of LLCs as well as the circumstances in which they are not the vehicle of choice. The program will provide an overview of a typical operating agreement, covering decisions related to capital contributions, tax allocations and distributions, management, transfers of interest, dissolution, and related issues.
October 23, 2007
Committee Meeting
Views from FINRA: Overview of Current Regulatory Initiative & Enforcement Matters
Sponsors
Securities Law Committee
Mergers & Acquisitions Committee
Banking & Financial Services Committee
Corporate Counsel Committee
Corporate Law Committee
Investment Companies & Advisers Committee
Securities Enforcement & Litigation Committee
Trusts & Estates Section
Frank Sanclemente, Regional Counsel for the Financial Industry Regulatory Authority, will discuss the current initiatives of FINRA relating to the protection of senior investors. Mr. Sanclemente will discuss the regulatory issues affecting firms and registered representatives, as well as present an overview of enforcement matters originating out of FINRA’s Boston District Office.
FINRA is the largest non-governmental regulator for all securities firms doing business in the United States and was created in July 2007 through the consolidation of NASD and the member regulation, enforcement and arbitration functions of the NYSE.
October 17, 2007
Committee Meeting
Recent Developments in Delaware Corporate Law
Sponsors
Corporate Law Committee
Corporate Counsel Committee
Mergers & Acquisitions Committee
Securities Law Committee
C. Stephen Bigler, Director at Richards, Layton & Finger, P.A., will address recent amendments to the Delaware General Corporation Law as well as recent Delaware cases touching on corporate and transactional issues.
September 12, 2007
Committee Meeting
Recent Developments in Massachusetts Corporate Law
Stanley Keller, a partner at Edwards Angell Palmer & Dodge LLP, will provide an update on the status of Chapter 156D, the Massachusetts Business Corporation Act enacted in 2004, including pending amendments, recent court decisions and thoughts on majority voting for directors under Massachusetts law. There will be ample time for questions and answers.
June 13, 2007
Committee Meeting
Financial Reporting in an IPO
Sponsors
Corporate Law Committee
Securities Law Committee
Corporate Counsel Committee
Federal Tax & Business Transactions Committee
Steven P. Coen, Director at Deloitte & Touche LLP, will discuss the financial reporting responsibilities and common challenges in an IPO.
June 4, 2007
Committee Meeting
Leveraging the Board’s Ethical Oversight in the Post-Enron Corporation
Sponsors
Securities Law Committee
Corporate Law Committee
Corporate Counsel Committee
Criminal Law Section
Mark Rowe, Managing Partner of Hoffman Rowe, will discuss how a more rigorous regulatory framework and unprecedented public scrutiny following recent corporate scandals have presented many new challenges for boards of directors. These scandals have all come down to failures of governance in one way or another, posing challenges in oversight of management and in setting the ethical tone for corporations. This, in turn, creates opportunities for boards’ advisers, particularly in-house and external legal counsel. Specifically, Mr. Rowe will discuss:
- the evolving roles and responsibilities of boards with respect to ethics and compliance;
- the importance of corporate culture and the board’s role in shaping it; and
- how the board’s advisers can add value to the support they give in meeting governance challenges.
Hoffman Rowe is a consulting firm that helps corporations achieve and sustain integrity-driven business performance, both within their organizations and throughout their value networks.
May 9, 2007
Committee Meeting
Stock Options under the Final 409A Regulations
Sponsors
Corporate Law Committee
Federal Tax & Business Transactions Committee
ERISA Committee
Joseph A. (Tony) Hugg, Of Counsel, DLA Piper US LLP, will discuss the treatment of stock options and other stock-related compensation techniques under the final 409A regulations. The final regulations change the rules on valuation of stock (including the start-up corporation safe harbor); the definition of service-provider stock; option grants for stock of corporations related to the employer; and extensions, assumptions and modifications of stock options. The program will also discuss "problem" stock options and the transition rules for the balance of 2007.
May 9, 2007
Committee Meeting
Don't Mess Around with the Collateral: A Cautionary Tale
Sponsors
Commercial Finance Committee
Corporate Law Committee
Real Estate Section
Bruce Falby, a partner at DLA Piper US LLP will present on a recent case decided by Judge Young, Blue Hills Office Park LLC v. JP Morgan Bank as Trustee, et al. This is the first reported decision in the nation enforcing so-called "bad boy" carve-outs in a nonrecourse securitized loan. The borrower's undisclosed and unconsented-to transfer of the $2 million settlement proceeds of a zoning appeal led to a $17.5 million full recourse judgment against the borrower and its individual guarantors, not merely restitution of the $2 million. For this, and other reasons that Bruce will discuss, the case provides a cautionary tale for borrowers and their counsel tempted to take aggressive positions with collateral assuming that if challenged they will be able to negotiate a work out and escape the day of judgment.
May 7, 2007
Committee Meeting
Leveraging the Board’s Ethical Oversight in the Post-Enron Corporation
Sponsors
Securities Law Committee
Corporate Law Committee
Mark Rowe, Managing Partner of Hoffman Rowe, will discuss how a more rigorous regulatory framework and unprecedented public scrutiny following recent corporate scandals have presented many new challenges for boards of directors. These scandals have all come down to failures of governance in one way or another, posing challenges in oversight of management and in setting the ethical tone for corporations. This, in turn, creates opportunities for boards’ advisers, particularly in-house and external legal counsel. Specifically, Mr. Rowe will discuss:
- the evolving roles and responsibilities of boards with respect to ethics and compliance;
- the importance of corporate culture and the board’s role in shaping it; and
- how the board’s advisers can add value to the support they give in meeting governance challenges.
Hoffman Rowe is a consulting firm that helps corporations achieve and sustain integrity-driven business performance, both within their organizations and throughout their value networks.
April 11, 2007
Committee Meeting
The Changing Landscape of Angel and Venture Finance
James Geshwiler, Managing Director of CommonAngels, one of the first formal Angel investment networks in the country, will discuss:
- the funding gap
- the institutionalization of the Angel model
- deal process and terms that attorneys should be aware of when they are representing issuers as well as Angel & Venture investors
As the growth in the size of venture funds has left a funding gap, Angels have organized into groups of individuals who are providing much needed capital. As a result, many Angel groups are starting to resemble venture funds, as they have professional management, syndicate deals and have formed their own trade organization, the Angel Capital Association (ACA).
Please join us for an insightful look into the changing world of Angel & Venture Capital.
March 14, 2007
Committee Meeting
Recent Developments in Sarbanes-Oxley Compliance
Sponsors
Corporate Law Committee
Securities Law Committee
Carl Lackstrom, Director of Risk Management for RSM McGladrey Inc., will discuss recent recommendations on Sarbanes-Oxley compliance for public companies. Recently proposed SEC guidance and the PCAOB’s proposed changes to Audit Standard #2 will be reviewed. Discussion will focus on the implication of these proposals for both non-accelerated and accelerated filers.
March 1, 2007
Committee Meeting
The Alternative Investment Market ("AIM")
Sponsors
International Transactions Committee
Securities Law Committee
Corporate Law Comittee
Corporate Counsel Committee
Jamie Brown, Managing Director and Head of U.S. Investment Banking for Canaccord Adams will discuss the Alternative Investment Market. The “AIM” is the London Stock Exchange's international market for smaller growing companies, to which a growing number of US companies are turning. Specifically, we will discuss:
- the listing process;
- an overview of AIM;
- NASDAQ v. AIM pricing and regulatory considerations;
- investor data.
Jamie Brown has extensive experience in equity financing and fiscal advisory services for emerging growth companies in the sectors of technology, junior industrial and mining development.
Canaccord Adams is a leading full-service, independent financial services firm committed to fostering the entrepreneurial economy by bringing corporate and institutional clients unique perspective on global investment opportunities.
February 27, 2007
Committee Meeting
Customary Opinion Practice
Sponsors
Legal Opinions Committee
Corporate Law Committee
Mergers & Acquisitions Committee
We will discuss whether the Business Law Section should recommend that the Boston Bar Association co-sponsor the proposed "Statement on the Role of Customary Practice in the
Preparation and Understanding of Third-Party Legal Opinions."
The Statement was prepared under the auspices of TriBar Opinion Committee, but is not a product of TriBar. It was reviewed extensively during the course of many TriBar meetings and has the general approval of the members of TriBar. The goal is to have as many bar groups as possible jointly "issue/sponsor" the Statement, as this will give the Statement the greatest possible effect for judges and juries.
The thought is to confirm in a short, simple statement that customary practice is the starting place for evaluating the (i) sufficiency of the opinion giver’s diligence and (ii) the meaning of the words in the opinion. Once it is established that customary practice is the starting place, then all descriptions of customary practice contained in various bar association statements, etc. become relevant to consideration of these issues.
For a copy of the Statement, please click here.
January 29, 2007
Committee Meeting
Hot Topics for the 2007 Proxy Season
**This meeting is co-sponsored with the Securities Law Committee**
Domenick DeRobertis, Managing Director of the Altman Group, Inc., will discuss the latest on majority voting, executive compensation, shareholder proposals and other proxy trends generating buzz this year. This lunch is sure to be of interest to anyone involved with proxy statements or representing investors or those just curious to hear about what shareholder and hedge fund activists are up to and the role of the proxy solicitor in this process.
Founded in 1995, The Altman Group is the fastest growing proxy solicitation and corporate governance consulting firm in the industry.
January 17, 2007
Committee Meeting
Challenges Faced When Establishing an Enterprise-Wide Compliance Risk Management Program
**Co-sponsored with the Corporate Counsel Committee and Banking & Financial Services Committee**
DJoel Brickman, General Counsel, Secretary and Senior Vice President of Citizens Financial Group and John Beccia, Asst. General Counsel of Investors Bank & Trust, will discuss the challenges associated with establishing an enterprise-wide compliance program, including the following:
- How to establish a compliance culture
- Commitment of Senior Management
- Oversight
- Accountability within the organization
- Elements of an effective compliance program
- Organization structure
- Roles and responsibilities
- Risk assessments and monitoring
- Policies, procedures, and controls
- Training
- Testing
- Enforcement of policies and corrective action
- Management reporting
Please join us for an informative discussion about this important governance issue – one that is critical to in-house counsel in all types of organizations.
January 10, 2007
Committee Meeting
**This meeting is co-sponsored with the Legal Opinions Committee and the Mergers & Acquisitions Committee**
Join us to discuss the ABA’s October Legal Opinion Risk Seminar. Specifically, we will address:
- responsibility and concerns of opinion recipients and their counsel
- the gatekeeper role and transactional lawyers
- making third-party opinion letter "customary practice" work for the recipient
- opinion letter litigation - do's and don'ts
- managing large firm opinion practice
- opinion hotspots
- opinions and "side letters"
- dealing with demands for assignable opinions
Panelists will include:
December 13, 2006
Committee Meeting
Conflicts of Interest in the Representation of Corporate Entities
George Berman of Peabody & Arnold LLP and member of the Board of Bar Overseers will discuss the conflicts of interest that can arise in the representation of corporations and other entities, as well as strategies for avoiding those situations. In particular, the program will highlight conflict of interest situations as one of the leadings causes of malpractice claims made against corporate attorneys.
November 20, 2006
Committee Meeting
E-Discovery and Electronic Document Retention Issues Affecting Financial Institutions
**This meeting is co-sponsored with the Banking & Financial Services Committee and Corporate Counsel Committee**
Recent case law and changes to the Federal Rules of Civil Procedure effective December 1, 2006 have altered the business and litigation landscape with respect to electronic document discovery and retention. The panel will discuss changes and how they affect financial institutions. The speakers will include:
November 13, 2006
Committee Meeting
The ABA’s Model Form of Deposit Account Control Agreement
**This meeting is co-sponsored with the Banking & Financial Services Committee and Commercial Finance Committee**
Edwin E. Smith, a partner at Bingham McCutchen LLP, will discuss the Model Form of Deposit Account Control Agreements and the related report promulgated earlier this year by the ABA Business Section Joint Task Force on Deposit Account Control Agreements. Mr. Smith is the Reporter of the Task Force, and was also actively involved in drafting Revised Article 9 of the UCC as the UCC Commissioner for Massachusetts.
November 2, 2006
Committee Meeting
Rethinking Corporate Governance and Controls
**Co-sponsored with the Banking & Financial Services Committee and the Mergers & Acquisitions Committee**
Lewis B. Kaden, Vice Chairman and Chief Administrative Officer, Citigroup, Inc, will lead a program on Citigroup's experience with the new emphasis on corporate governance, particularly as the company strives to strike an overall balance between controls and forward thinking to promote shareholder value.
This program was made available to BBA members thanks to the Morin Center for Banking and Financial Law School of Law at Boston University.
October 11, 2006
Committee Meeting
Stock Valuation and IRC Section 409A
Joseph A. Hugg of DLA Piper US LLP and John L. Dwight, Jr., an independent appraiser, will address how to structure stock-related compensation to comply with IRC Section 409A and avoid employee penalty taxes.
In particular, the program will focus on methods of valuing the stock of privately-held corporations, including the use of valuation safe harbors under the Section 409A proposed regulations. If final Section 409A regulations have been issued by the date of the program, those regulations will be discussed.
September 28, 2006
Committee Meeting
Director Duties and Challenges for 2007
C. Russel Hansen, Jr. of Preti Flaherty Beliveau & Pachios LLP, President and CEO of the National Association of Corporate Directors, will lead a discussion on what directors should expect in the upcoming year, including:
- Statutory and case law developments in director duties, and
- Challenges arising from recent SEC promulgations and shareholder activism.
May 30, 2006
Committee Meeting
Dominance and Harmonization of Regulatory Policy in International Finance
Stavros Gkantinis, SJD candidate at Harvard Law School, will discuss his research Dominance and Harmonization of Regulatory Policy in International Finance.
About his research:
Harmonization of diverse regulatory regimes in financial services ranks highly on the international political agenda, because regulatory differences raise severe challenges in a world of ever-increasing cross-border financial activity. Conventional theories of harmonization treat U.S. dominance as uniformly strong across various financial markets. Contrary to these approaches, Mr. Gkantinis agrues that harmonization success or failure depends on the interaction of two variables: the degree o f dominance (whether strong competitors to U.S. firms and markets challenge U.S. dominance), as well as activity concentration (whether activity is concentrated at a central facility, such as a stock exchange, or diffused around the world).
May 26, 2006
Committee Meeting
D&O Insurance Coverage and Liability
David Goldstein, Vice President and Boston Practice Leader at Willis Executive Risk, and Michael P. Duffy, Managing Partner at Peabody & Arnold LLP, will discuss D&O insurance coverage and liability.
Specific topics to include:
- Bankruptcy’s effect on D&O coverage
- The importance of severability in a D&O contract
- The emergence of A-side excess D&O policies
May 17, 2006
Committee Meeting
SOX, Whistle Blowing and EU Data Protection Compliance – Making Sense Of It All
Co-sponsored by Corporate Counsel Committee, Investment Companies & Advisers Committee and Securities Law Committee
The frustrating reality of legal compliance in today’s multinational corporation: the SEC tells us to provide for an anonymous employee whistle blowing system; the EU data protection authorities tell us "you can do it, but adhere to E.U. data protection laws while doing so." What’s a corporate counsel to do?
Mark E. Schreiber, a partner at Edwards Angell Palmer & Dodge LLP, will present an update on the subject and will show us the way to compliance with both sets of requirements. Mr. Schreiber just wrote the ABA SOX book chapter on this subject and has done this exercise with numerous U.S. companies operating in Europe.
Please bring your questions, or e-mail them in advance to mschreiber@eapdlaw.com.
April 12, 2006
Committee Meeting
NVCA Forms Project
Patrick J. Rondeau, a partner at WilmerHale and member of the model forms committee, will discuss the goals and process of the National Venture Capital Association forms project. The National Venture Capital Association in collaboration with representatives from a number of law firms has drafted model legal documents for reference and use in venture capital finance transactions.
March 22, 2006
Committee Meeting
New SEC Rules Covering Public Offerings
Lawrence A. Gold, a partner at DLA Piper Rudnick Gray Cary, will join us on March 22nd to discuss the new SEC rules covering public offerings.
March 15, 2006
Committee Meeting
Ethics Awareness and Education for Your Board of Directors
Co-sponsored with the Securities Law Committee, Corporate Counsel Committee and Investment Companies & Advisers Committee.
Patricia J. Ellis, Vice President of Business Ethics and Compliance, Raytheon Company, will join us for an informative discussion of best practices in the critical area of corporate governance.
As a result of Sarbanes-Oxley, the revised Federal Sentencing Guidelines and best practices generally, organizations now recognize the need to ensure that a company's leadership -- including its board of directors -- receive appropriate education in business ethics.
February 15, 2006
Committee Meeting
Executive Compensation -- New Developments and Potential Pitfalls
Deb Bilak, Principal, Buck Consultants will join us for an informative session to explore the just released proposed proxy disclosure guidelines, and the effect that FAS 123R and institutional investors have had on equity plan documents.
Executive compensation is under intense scrutiny. Institutional shareholders have been demanding greater transparency. SEC Chairman Cox has made improved disclosure a priority. Companies will soon face new challenges to the way they disclose, design and administer their executive compensation programs. Make certain that your documents will meet the challenge of this changing landscape.
January 24, 2006
Committee Meeting
Navigating Through the Proxy Process
Join us for a presentation by representatives from the proxy solicitation firm The Altman Group, Inc.
The expected presenters are:
December 14, 2005
Committee Meeting
Critical Implications for Lawyers of FASB Statement 123(R)
Neil DeAngelis and Louise Cashman, both with Ernst & Young, will cover the most important points and ramifications regarding FASB Statement 123(R).
FASB Statement 123(R) became effective for larger public companies on June 15, 2005 and will become effective for small business issuers as well as for privately held companies on December 15, 2005. The 300 page rule requires that the cost of options be reported on income statements (rather than in the footnotes) and be determined generally either in accordance with the “Black-Scholes-Merton option expense model” or in accordance with a “binomial model.” Beyond the obvious effects of reducing reported earnings, the adoption of this statement has other significant implications for corporations and for the lawyers who advise them.
November 29, 2005
Committee Meeting
Legal and Compliance Issues in Data Security
Our speakers, Lynne B. Barr and Deborah S. Birnbach, both partners at Goodwin Procter LLP, will provide an overview of large-scale breaches of corporate data bases containing sensitive customer financial information.
Specific topics to be discussed include:
- Regulatory requirements for maintenance of information security programs
- Customer response guidelines
- State and federal legislative initiatives
- How to respond to a breach.
Co-sponsored by Banking and Financial Services Committee, Corporate Law Committee, Corporate Counsel Committee and Investment Companies & Advisers Committee
November 9, 2005
Committee Meeting
Problems and Pitfalls of LLCs
Joan MacLeod Heminway, visiting professor at Boston College Law School and tenured Associate Professor at The University of Tennessee College of Law, will discuss problems and pitfalls of LLCs.
Professor Heminway’s research agenda currently focuses on U.S. insider trading regulation and other areas of securities disclosure law and policy. Her interests in this area extend to feminist and gendered perspectives on corporate and securities law.
Before starting her academic career, Professor Heminway spent almost 15 years in private practice at the Boston office of Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, Professor Heminway specialized in corporate transactions, including principally mergers and acquisitions and public and private securities offerings (both debt and equity).
October 12, 2005
Committee Meeting
Our speaker will be Richard N. Kimball, who will describe the basic elements of a typical venture capital finance transaction, focusing on key economic and control concepts.
Mr. Kimball is a partner at Nutter McClennen & Fish LLP. His practice is focused on venture capital finance, early stage high tech and life science company representation, public offerings, mergers and acquisitions, and general corporate and securities work. He has represented investors and issuers in over one hundred venture capital finance transactions and is co-author of The Venture Capital Legal Handbook, published by Aspatore Books. Prior to joining Nutter, Mr. Kimball was a partner of Hale and Dorr (now Wilmer, Cutler, Pickering Hale and Dorr) where he was the chair of the firm’s Venture Capital Finance Group. He is a graduate of the University of Massachusetts and Harvard Law School.
Please contact your committee co-chairs if there is a monthly meeting topic that you would like to see presented, or that you are interested in presenting.
October 6 , 2005
Committee Meeting
Management, Retention and Discovery of Documents in Today’s Regulatory and Litigation Environment
Co-sponsored by the Solo & Small Firm Section, Litigation Section, and Banking & Financial Services Committee.
Join us for an overview of the numerous statutory and regulatory requirements governing corporations’ obligations to retain documents, including real life perspectives on how to comply. The panelists will highlight recent court decisions on the subject of civil litigants’ obligations to produce documents in pretrial discovery, with special emphasis on strategies for effective communication between lawyer and client and certification of the client’s due diligence efforts to the court. Remarks will include forensic insights on how to discover and recover electronic data.
This program is aimed at a broad cross-section of practitioners including litigators, corporate lawyers and in-house counsel.
Panelists:
Moderator:
September 14, 2005
Committee Meeting
Our speaker, Russ Hansen, will provide an update of director liability in the wake of Disney, Enron, WorldCom and other decisions and regulatory proceedings. Mr. Hansen’s materials will include an updated slide show, including an updated Director’s Duties Crib Sheet.
Mr. Hansen serves as special counsel to directors, boards and committees. He also founded The Board Place, through which he provides strategic corporate governance advice, board evaluation and training. With two others, he has also recently founded Board Leaders Inc., a directors’ business organization dedicated to board excellence. He is former President and CEO of the National Association of Corporate Directors, Vice President and General Counsel of two public companies and Corporate Senior Partner of Wilmer, Cutler, Pickering Hale and Dorr LLP.
Please contact your committee co-chairs if there is a monthly meeting topic that you would like to see presented, or that you are interested in presenting.
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