CLE - The FCPA, Public Corruption and Government Prosecutions: An Update

04/03/2014
The BBA will bring you insight from leading practitioners in this comprehensive overview of the FCPA and public corruption and government fraud prosecutions. The program will be followed by a reception....
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Recent Developments in Delaware Corporate and LLC Law

04/03/2014 - 12:30 PM to 01:30 PM
The presentation will focus on recent developments in Delaware corporate and LLC law and will include topics such as standards of review in controlled stockholder deals, treatment of anti-reliance clauses in Delaware contracts, ownership of attorney-client privilege relating to pre-merger negotiations, survival periods for representations and warranties in private company deals, recent changes to the Delaware General Corporation Law, including with respect to ratification and two-step mergers, and several other “hot topics” in Delaware law....
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Boston Bar Association Chess Night

04/01/2014 - 12:30 PM to 01:30 PM
Please join the Intellectual Property Law Section for a fun and social evening of chess at the BBA. Appetizers, beer, and wine will be available. This program is co-sponsored by the Boylston Chess Foundation. ...
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2013 SEC Accounting and Auditing Enforcement Releases: Regulatory and Enforcement Issues in Context

04/01/2014 - 12:30 PM to 01:30 PM
Panelists will review findings, observations, and insights on SEC Enforcement Actions in 2013, Accounting Auditing and Enforcement Releases by the Commission and comment on notable trends. Comments will feature some of the more notable accounting and auditing releases during 2013 including: • Segment reporting • 102(e) rule interpretation • Materially overstated cash balances •...
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Benefit Corporations: Massachusetts, Delaware, and Why Tax-Exempt Organizations Should Use Them

03/25/2014 - 12:30 PM to 01:30 PM
The program will provide an overview and comparison of the Massachusetts and Delaware Benefit Corporations statutes and will include a discussion of why benefit corporations are an attractive option for tax-exempt organizations....
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Microcap Stock Manipulation: How to Detect and Avoid it

03/25/2014 - 12:30PM to 1:30PM
This program will explore what microcap stock fraud really is, how to detect it, and how you can help steer your bank and broker-dealer clients through treacherous waters while still carrying legitimate transactions. The truth is, one person's microcap fraud might be another's legitimate capital formation structure. Come learn the difference, and how far things have evolved since the world portrayed in Leonardo DiCaprio's Wolf of Wall Street....
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Using Transactional Insurance to Facilitate M&A and Private Equity Deals

03/13/2014 - 12:30 PM to 01:30 PM
The program will focus on how lawyers and PE firms are increasingly using Transactional Insurance Products (including Representations & Warranties Insurance and Tax Liability Insurance) to facilitate and enhance the M&A and Private Equity deals they are working on. I will discuss the market for such insurance, the parameters and the process for obtaining the coverage and will provide case studies....
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Executive Compensation and Employee Benefits Issues in M&A Transactions: Practical Tips for Small Firms and Solo-Practitioners

03/06/2014 - 12:30PM to 01:30PM
The panel will discuss the primary benefits and executive compensation issues that arise in business transactions, including application of IRC Sections 409A and 280G, how to address 401(k) and other qualified plans and typical covenant provisions that are the subject of negotiations between buyer and seller....
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Mass. DPU Grid Modernization Initiative: Analysis and Retrospective Discussion on February 2014 Panel Hearings

03/04/2014 - 12:30 PM to 01:30 PM
The Massachusetts Department of Public Utilities has been conducting a comprehensive review of how the development of new technologies may improve electric system reliability, achieve cost savings, promote clean energy and encourage greater use of electric vehicles. The DPU will be conducting extensive and comprehensive hearings on these matters in late February 2014. This brown bag lunch will feature analysis and commentary on the DPU’s hearings from decision leaders and key industry participants. The discussion will not only describe the hearing process but will also consider likely next steps and emerging opportunities for electricity industry stakeholders and developers of new technologies to serve the industry....
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A National Overview of PSD Permitting for Greenhouse Gas Emissions & BACT Determinations

03/03/2014 - 12:30 PM to 01:30 PM
Since 2011, the Clean Air Act’s Prevention of Significant Deterioration (PSD) program has applied to greenhouse gas emissions (GHG) from new major sources and major modifications at existing sources that meet specified GHG emission thresholds. What constitutes the “Best Available Control Technology” (“BACT”) for GHG emissions in these permitting decisions is a state and project specific decision. Geoff Goode will provide an overview of PSD GHG permitting decisions across the country, both by the U.S. Environmental Protection Agency and by states, including the range of BACT determinations. The presentation will also touch on the scope of EPA comments on PSD GHG permits and the issues most commonly addressed in comments by environmental nonprofit organizations....
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SEC’s Proposed Rules for Regulation A+

02/25/2014 - 12:30 PM to 01:30 PM
The SEC’s proposed rules on Regulation A+ under the JOBS Act would enable “mini IPOs” of up to $50 million annually. These mini IPOs could be a huge boon for emerging companies, and in particular biotech and tech companies, because they would allow companies to raise significant capital from the public markets without incurring many of the costs that come with a traditional IPO. Subject to certain limitation, Reg A+ offerings would be exempt from state regulation and could result in aftermarket liquidity, while the issuer would only be subject to reduced Exchange Act reporting requirements....
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POSTPONED: Strategies in Life Sciences Collaborations

02/13/2014 - 12:30 PM to 01:30 PM
Boston, as the epicenter for pharmaceutical innovation, plays host to cutting-edge models for bringing together industry, academia, and entrepreneurs. Experts who lead efforts to sponsor research, enter joint R&D, license technology and otherwise fill pharmaceutical pipelines will discuss strategies, risks, and war stories in an informal setting....
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Living Cooler and Smarter: A How-to with John Rogers

02/03/2014 - 12:30 PM to 01:30 PM
Join us for a discussion with John Rogers, a senior energy analyst at the Union of Concerned Scientists and co-author of the new science-based guide Cooler Smarter: Practical Steps for Low-Carbon Living....
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Immigration Options and Business Formation Issues for Foreign National Entrepreneurs

01/28/2014 - 12:00 PM to 01:00 PM
This program will provide an overview of immigration visa options for foreign national entrepreneurs. It will also cover corporate formation issues of which foreign nationals should be aware, such as choice of entity and the employer-employee relationship, to maximize success during the visa application process....
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Preparing for the 2014 Proxy Season

01/28/2014 - 12:30 PM to 01:30 PM
As proxy and annual reporting season for calendar year public companies kicks into high gear, this program will cover developments and trends impacting the 2014 proxy season....
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CLE - Representing Clients in the Mediation of Business Disputes: Strategies for Success

01/27/2014
Check out this specially discounted CLE program to hear from mediation experts how best to represent your business clients as a litigator or in-house counsel. Learn the practical skills necessary to make the mediation process work for you....
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It's All About the Benjamins -- Issues and Pitfalls in Valuation

12/16/2013 - 12:00 PM to 01:00 PM
This Brown Bag discussion will cover the mechanics of valuation. Attorneys who are not economists will gain exposure to the valuation premises of a variety of approaches, including market, cost, and income approaches. Together we will discuss examples we have encountered in our practices and common issues and pitfalls associated with each valuation approach....
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SEC's Proposed Rules for Crowdfunding

12/10/2013 - 12:30 PM to 01:30 PM
On October 23rd the SEC proposed rules to implement Title III of the Jumpstart Our Business Startups (JOBS) Act which introduced a new "crowdfunding" exemption from registration of securities. In this program we will review the key provisions in the proposed rules and discuss the challenges they pose for crowdfunding....
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New England IP Transition Conference

12/03/2013 - 09:00 AM to 02:00 PM
Conference attendees will hear about developments on the Internet protocol (IP) transition in the New England region from two keynote speakers and three panels. The first panel will focus on the effects on existing infrastructure of moving to an all-IP network, and the second will explore the economic developments that are occurring during this shift to an IP marketplace. Speakers on the third panel will concentrate on consumer impacts of the IP transition....
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EPA's Proposed CO2 Performance Standards for New Power Plants

12/02/2013 - 12:30 PM to 01:30 PM
On September 20, 2013, EPA issued its long-awaited proposal for carbon dioxide pollution standards for new power plants. This draft rule replaces the regulations that EPA put forward in April 2012 and which are now being rescinded. The proposed new source performance standards would be the first uniform national limits on carbon emissions from future power plants....
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FDA Process and Due Diligence Tips For Plain Old Corporate Lawyers

11/14/2013 - 12:30 PM to 01:30 PM
If you feel mystified by FDA processes, and don't know the high-level diligence questions to ask about drug development and medical device approvals, come hear two industry pros explain the ins and outs of these processes....
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CLE - First Annual Mergers & Acquisitions Conference

11/13/2013
Join us as we bring experts in M&A and Delaware Corporations Law to you at the BBA for our first annual Mergers & Acquisitions Conference!...
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Post-closing Disputes in M&A Transactions

11/05/2013 - 12:00 PM to 01:00 PM
Please join the Mergers & Acquisitions Committee for this educational program on how to navigate working capital, earn-out and other post-closing disputes when they can't be avoided....
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How to Form a Nonprofit Organization with Tax-Exempt Status

11/04/2013 - 03:00 PM to 05:00 PM
Dick Allen and Anita Lichtblau of Casner & Edwards, LLP will lead a 2-hour training on how to incorporate a nonprofit organization, file for tax-exempt status with the IRS, and register with the MA AGO. The session will also include critical concepts in forming a nonprofit with tax-exempt status and useful tips for practitioners....
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Getting up to Speed on the SEC's Conflict Minerals Rules

10/29/2013 - 12:30 PM to 01:30 PM
Section 1502 of the Dodd-Frank Act expresses the sense of Congress that the exploitation and trade of "conflict minerals" originating from the Congo region is helping to finance human rights abuse. Join us for a discussion of the rules and tips on how to assist your clients in preparing to meet them. Our discussion will be led by James R. Burke, a partner at Hinckley, Allen & Snyder LLP, who has written and spoken widely on conflict minerals. ...
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Developing a VC and Emerging Companies Practice: Q&A with the Top Practitioners in Boston

10/21/2013 - 04:30 PM to 07:00 PM
For the inaugural session of the Venture Capital and Emerging Companies Subcommittee, two of the top VC and emerging company lawyers in the Boston market, Jay Hachigian of Gunderson Dettmer and John Chory of Latham and Watkins, will be participating in an interactive discussion about their experiences in venture capital law, changes in the local and national markets and the future of the practice area....
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Elimination of the General Solicitation Prohibition for Certain Rule 506 Offerings

10/04/2013 - 12:30 PM to 01:30 PM
Join us for a discussion of how the SEC's final and proposed rules could change the landscape for private securities offerings. Our discussion will be led by Richard Kimball, a partner at Edwards Wildman Palmer LLP, with over 20 years of experience as a securities attorney....
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CLE - Commodity Futures Regulatory Roundtable: NFA and CFTC Enforcement

10/02/2013
Join us for an in-depth analysis of the current enforcement regulatory priorities from the Commodity Futures Trading Commission (CFTC) and The National Futures Association (NFA). A reception will follow. ...
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CLE - The EB-5 Investor Visa Program: Issues that Arise in Immigration, Tax, and Business Law

10/01/2013
Issues related to job creation, foreign investment, taxation, and immigration collide under the EB-5 Investor Visa Program. Join us to learn about the current requirements to obtain a green card as well as strategies for job growth and investment stimulation....
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Siting Solar Power on Landfills

09/19/2013 - 12:30 PM to 01:30 PM
This roundtable will focus on the use of closed landfills as the location for solar facilities. Speakers will address the use of municipal solid waste landfills, and the recent efforts to site solar power on a Superfund site in Massachusetts....
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Bringing Energy and Environmental Obligations into Alignment

09/16/2013 - 12:30 PM to 01:30 PM
Spurred by a suite of groundbreaking laws enacted over the past five years, the Massachusetts clean energy revolution is well underway. We'll look at how these laws are bringing the Commonwealth's energy supply into alignment with environmental objectives, including by taking a look at examples of energy projects that have been, or will be, shaped by the new energy and environmental policies and requirements....
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M&A Shareholder Lawsuits in Delaware, Massachusetts, and Federal Courts: Are All Doors Open?

09/13/2013 - 12:30 PM to 01:30 PM
M&A shareholder class action lawsuits are on the rise. Plaintiff lawyers are filing them in state courts and federal courts outside Delaware and inside Delaware, resulting in jurisdictional battles and company counsel playing defense on multiple fronts. Typically the case must either be resolved, or go to a preliminary injunction hearing within a few weeks of being filed. Panelists will discuss: how to do expedited discovery; how to get the cases consolidated; how likely are plaintiffs to get an injunction to stop the deal; how much will plaintiffs’ counsel fees be if the case settles....
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5th Annual Symposium on Employee Non-Compete Agreements, Trade Secrets and Job Creation

07/23/2013 - 04:00 PM to 06:00 PM
Massachusetts court decisions extend enforceability of non-compete agreements to protect "confidential information" that does not meet certain conditions for trade secrets seen in American Law Institute's 1939 Restatement of Torts. Have broad employee confidentiality agreements changed the common law presumption against servitudes? Would joining forty-eight states (including California and most recently Texas) in adopting the more modern Uniform Trade Secrets Act help make Massachusetts more competitive? Please join us in a review of the landscape and an informal discussion/debate from 4-6 pm, networking reception to follow from 6-7 pm. Our distinguished panel includes:...
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CLE - Navigating Net Metering in Massachusetts: Practical Advice for Lawyers

06/18/2013
What is Net Metering? Are you thinking of or already representing a renewables developer hoping to pursue a net metering project in Massachusetts? There's a lot to know and understand before you assist your client in navigating the existing net metering regulatory framework, and our distinguished panel of experts is here to help! ...
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FERC's Decision on the New England Order 1000 Compliance Filings: What does it mean for New England?

06/06/2013 - 12:30 PM to 01:30 PM
On May 17, 2013, FERC issued its decision on the New England compliance filing in response to Order No. 1000 (the FERC's landmark order on regional transmission planning and cost allocation). Come hear Eric Runge of DayPitney review key points of the New England compliance order and discuss its implications for New England, including what it means for competitive transmission development and public policy transmission projects....
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When Energy and Environmental Obligations Collide

06/03/2013 - 12:30 pm to 1:30 pm
New England power generators are subject to both energy and environmental obligations. We’ll look at situations where generators’ obligations to the Independent System Operator New England (ISO-NE) seem to be in tension with environmental (typically air or water) requirements, and how those issues are resolved....
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Overview and Update on the Ever-Evolving New England Wholesale Capacity Market

05/23/2013 - 12:30 pm to 1:30 pm
The New England capacity market provides important revenues to sustain existing and support new generation and demand response resources. That market is constantly evolving with additional evolution promised in the near term. Come hear Day Pitney attorneys, who are counsel to the New England Power Pool, outline and discuss where New England's capacity market is currently and where it appears to be headed....
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CLE - When Non-Profits Cooperate and Collide: Non-Profit Corporate Affiliations

05/08/2013
At this program, practitioners from a number of sectors will discuss the different affiliation techniques that they use, describe the creation, operation and dissolution of for-profit subsidiaries, and discuss the benefits and pitfalls of corporate membership relationships among nonprofit organizations; including the fiduciary and liability implications of such relationships....
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Understanding Earn-Outs: Managing Risks and Navigating Traps for the Unwary

04/23/2013 - 12:00 PM to 01:00 PM
The program will provide practical guidance on how to approach earn-out provisions in acquisition agreements, with a focus on structural considerations, judicial interpretations and market practices relevant for today's M&A practitioner....
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