02/12/2009 - The Ins and Outs in Drafting MAE/MAC Clauses, Termination Rights and Other Heavily Litigated Provisions in Acquisition Agreements
This presentation outlines issues related to drafting MAE/MAC clauses, termination rights and other heavily litigated provisions in acquisition agreements.

02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.

02/01/2008 - The Ins and Outs of Properly Organizing and Operating Special Independent Board Committees
Under state corporation law, the board of directors is given the responsibility of directing and overseeing the management of the corporation. In carrying out its responsibilities, a board will often work through committees especially with respect to ongoing tasks that need special board expertise and attention.

12/06/2007 - Duty of Directors in Preventing Corporate Wrongdoing
Today, corporate directors are well advised to take a hands-on approach in the development, implementation and maintenance of effective internal systems for detecting and deterring illegal and unethical corporate conduct. After all, boards of directors are increasingly facing private lawsuits whenever their company engages in corporate wrongdoing (e.g., issuing false financial statements, violating the Foreign Corrupt Practices Act or backdating stock options).

10/01/2007 - Making Board Minutes Count
Reprinted from Directors Monthly with permission of the publisher.

Advising the Independent Director in the Post-Enron Era
In the aftermath of the 2001-2002 corporate scandals (most notably Enron) and the resulting loss of public confidence in the capital markets, the U.S. Congress conducted lengthy investigative hearings to determine the root causes of these problems.

The Ins and Outs of Audit Committees in the Post-Enron Era
25th Annual Conference On Securities Regulation and Business Law Problems, Dallas, Texas

Corporate Governance, Ethical Conduct and Public Disclosures in the Post-Enron Era
25th Annual Conference On Securities Regulation and Business Law Problems, Dallas, Texas

Audit Committee Thinking Post-Enron
A Powerpoint presentation analyzing the actions of Enron's board of directors and audit committee and the impacts of this on corporate governance today.

SEC Regulation FD (Fair Disclosure) - A Briefing for Corporate Directors
A PowerPoint Presentation on the Basics of Trade Secret Law.

The Ins and Outs in Handling Difficult Board Meetings - Practical Tips for Legal Advisors
An outline focusing on problems that corporate lawyers often encounter in board of directors meetings when difficult legal and business issues and difficult board members have to be dealt with in an effective manner.

Mergers and Acquisitions - Dealing with Difficult Issues
An outline focusing on five difficult areas that corporate lawyers often struggle over when advising their clients in merger and acquisition transactions.

Techniques and Strategies in Protecting an Acquisition Transaction
An outline focusing on the various issues that must be considered in seeking to protect a negotiated corporate acquisition so that it does not break apart in a manner detrimental to the parties.