Welcome

Cognistar provides online continuing legal and professional education.
We are the recognized leader for high quality content and delivery technology.  Home  About us

    
back
    Course Information

6350  Ethical Issues Facing Attorneys in Mergers, Acquisitions and Related Transactions


No cost or obligation  
Course Length    53  minutes
Course Price    $ 119.00

Volume discounts and subscriptions are available; for more information, contact Cognistar Sales.

    Accreditation Information


Click on jurisdiction below for more details.
>>  0.75  credit    TX
>>  1.00  credit    CA  CO  DE  NJ  NY  RI  VA  WA  WV

    About the Instructor(s)



 
Barry Alberts

Schiff Hardin LLP

Barry S. Alberts is a partner in the Chicago office of Schiff Hardin LLP. He concentrates his practice in civil litigation, including general business litigation. He has been involved in a wide range of litigation matters in both federal and state courts, as well as in private arbitrations. Mr. Alberts regularly represents corporations, corporate officers, and directors, as well as lawyers and law firms, in a wide variety of litigation matters in both federal and state courts.

His practice has included the representation of lawyers and law firms in connection with professional liability claims, and in civil actions involving charges of common law fraud, securities fraud, violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), and breaches of fiduciary duties. He also has experience in litigating trust and will contests and a wide variety of contract and common law business tort actions.

Mr. Alberts earned a B.A. cum laude from Miami University in 1968 and his J.D. from the University of Chicago School of Law in 1971.



  Simon Lorne
Millennium Partners, L.P.

Simon M. Lorne is vice chairman and chief legal officer of Millennium Partners, L.P., a multi-strategy New York-based hedge fund, with primary responsibility for the development, enhancement and oversight of the internal control environment as well as preparation for and attention to the evolving regulatory environment for hedge funds.

Prior to joining Millennium, he was at Munger, Tolles & Olson LLP, Los Angeles, from 1970 to 1993 and again from 1999 to 2004, serving as partner from 1972. Mr. Lorne’s practice focused on corporate transactions (mergers & acquisitions, corporate finance, etc.) and corporate governance issues, particularly special committee and audit committee reviews and examinations.

From 1993 to 1996, he was general counsel for the U.S. Securities & Exchange Commission (SEC). The general counsel is the SEC’s principal legal officer.

Between 1996 and 1999, Mr. Lorne was managing director, Salomon Brothers and Salomon Smith Barney, New York (now Citigroup Global Markets, Inc.).

Mr. Lorne received his J.D. magna cum laude from the University of Michigan Law School in 1970 and an A.B. from Occidental College in 1967.



  Charles Platt
Wilmer Cutler Pickering Hale and Dorr LLP

Charles C. Platt is a partner with the law firm of Wilmer Cutler Pickering Hale and Dorr LLP in the firm’s Litigation and Controversy and Securities Departments, and the co-chair of the Complex Commercial Litigation Practice Group. He joined the firm in 2003. Mr. Platt is a leading commercial litigator, recognized nationally for his defense work in class action matters for insurance companies and other financial service institutions.

Mr. Platt focuses on defending financial services and insurance companies in complex commercial litigation. He has extensive experience in a wide variety of civil litigation matters, ranging from complex securities and consumer fraud class actions to internal investigations and corporate control contests. He has defended numerous companies in class actions regarding financial and retirement products and services, and has tried cases raising contract, tortious interference, fraudulent conveyance and other commercial issues.

Mr. Platt has recently won several well-publicized class action cases on behalf of major financial services companies, either by prevailing on motions to dismiss and for summary judgment, or by defeating class certification. He is currently representing companies in securities and ERISA class actions, and an asset management company in subprime mortgage litigation. His recent appellate experience includes successful appeals to the Ninth Circuit on class action tolling and the Securities Litigation Uniform Standards Act and Fifth Circuit victories dismissing a “market timing” class action and a major sales practice case.

Mr. Platt received a B.A. from the University of Virginia in 1975 and his J.D. in 1979 from Brooklyn Law School.



  Karen Shimp
U.S. Securities and Exchange Commission

Karen J. Shimp is senior counsel for the U.S. Securities and Exchange Commission.

Ms. Shimp received her B.S. from West Virginia Wesleyan College and her J.D. from Harvard University.



    Outline + Synopsis

Outline Synopsis
Ethical Issues Facing Attorneys in Mergers, Acquisitions and Related Transactions
    I. Introduction
    II. Hypothetical Framework
    III. Success Fee Arrangement
        A. Basic Framework
        B. Fiduciary Relationships
        C. Hourly Billing vs. Success Fee
            1. Ethically Bulletproof?
            2. Practical Application
    IV. Rule 1.7
    V. An SEC Approach
        A. Part 205 Rules: A Practical Walk-Through
        B. What’s a Lawyer to Do?
        C. Noisy Withdrawal Rules
        D. Intersection Between State Laws & SEC Rule
    VI. Hypothetical Wrap-Up
    AfterWords®
    How to Obtain a Certificate


The panelists use hypothetical situations to address a myriad of ethical dilemmas when dealing with merger and acquisition transactions. Topics addressed include success fees versus hourly billing, Rule 1.7 of the ABA Model Rules of Professional Conduct, Part 205 - the Standards of Professional Conduct for Attorneys and the steps a lawyer should take when faced with an ethical dilemma, noisy withdrawal rules, and a look at where state laws intersect with SEC regulations.




    Content Provided By

 

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.




    Purchase course

6350  Ethical Issues Facing Attorneys in Mergers, Acquisitions and Related Transactions

Course Price     $ 119.00


back

Volume discounts and subscriptions are available; for more information, contact Cognistar Sales.

    ©2010  SmartPros® Legal & Ethics, Ltd.   |  Privacy Policy.