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Click on a day to view: Click on a track to view: Meeting Agenda - Corporate Counsel/TransactionalWednesday, April 15Corporate Counsel/ Transactional, Regulatory/Regional, Taxation This program will discuss common employment, taxation and immigration aspects of international assignments for executives and specialized knowledge personnel. It will suggest how to organize international assignments and avoid pitfalls, including legal issues surrounding relocations, visas, terminations and taxation, with the participation of experts in these fields from various countries. Program Chair: Moderator: Speakers: 8:45 a.m. – 10:15 a.m.
SHOWCASE PROGRAM
This program will also be offered via teleconference. Regulatory/Regional, Corporate Counsel/Transactional International Transactions and Insolvency Committee This program will consider the origins of the 2008 financial crisis, including what happened, why it happened and what was done by governments through their monetary, banking and securities agencies to handle the crisis. The speakers will extract lessons learned and ignored, as well as compare the effectiveness of the approaches taken by various governments. Program Chairs: Moderator: Speakers: 10:30 a.m. – 12:00 p.m.
Corporate Counsel/Transactional
Asia/Pacific Committee The outsourcing of legal services is the latest trend in the global outsourcing industry and a result of law firms’ efforts to decrease expenses and improve their efficiency. A recent study predicts that the value of legal outsourcing to India alone will grow from USD 80 million today to USD 4 billion in 2015. This program examines both the business case for outsourcing legal services offshore and the legal and ethical issues to be observed by the outsourcing lawyer in connection therewith such as (i) confidentiality and disclosure obligations; (ii) quality control and supervisory responsibilities; and (iii) conflict checks and billing, under the rules of various jurisdictions. We will also address particular concerns raised in litigation, including ethical issues in the U.S. Program Chairs: Moderators: Speakers: 10:30 a.m. – 12:00 p.m.
Taxation, Corporate Counsel/Transactional
2:00 p.m. – 3:30 p.m.International Tax Committee This panel will focus on and compare the key international tax issues that arise in several countries when local tax authorities decide to audit an affiliate of a multinational company, with emphasis on whether or not the local tax authorities can gain access to the audit working papers of the group, particularly the detailed and extremely revealing, itemized analysis of the income tax provision for the group’s financial statements. The panel will also highlight case law in certain countries that may suggest ways (planning opportunities) to better protect these audit working papers from the prying eyes of the local tax authorities. This program is not to be missed by tax and corporate lawyers representing multinational companies, since with the current economic crisis, governments tend to reassess foreign companies based on new tax grounds. Program Chair: Moderators: Speakers: Through the Eye of the Credit Storm: A Comparative Look at Islamic Finance Products, Risks and Rewards Corporate Counsel/Transactional
International Securities and Capital Markets Committee Conventional market wisdom teaches that great risk yields greater reward. Islamic market wisdom provides that with profit comes liability. Islamic Finance promotes risk sharing and prohibits dangerous speculation. The crisis in the financial markets highlighted products that facilitate risk trading, such as Credit Default Swaps, and speculative practices such as “short selling,” both of which are prohibited by Islamic Finance principles. Do Islamic Finance products carry less risk than conventional products? Do they offer comparable rewards? Join a panel of leading experts for a comparative discussion of conventional and Islamic Finance products, including the principles and mechanics of Islamic Finance products and practices. Program Chair: Moderator: Speakers: 2:00 p.m. – 3:30 p.m.
Taxation, Corporate Counsel/ Transactional
International Tax Committee Transfer pricing continues to be the hottest international tax issue of this millennium. Multi-national companies continue to try to move income to tax-advantageous countries while protecting themselves against the adjustments and penalties of any tax authorities. This program will provide a practical approach to transfer pricing issues. The first half of the program will focus on the fundamentals of transfer pricing law from both a U.S. perspective and from OECD-adhering countries in Europe, including how the law may be dealt with through intercompany agreements, annual documentation and Advance Pricing Agreements. The second half of the program will feature a simulated negotiation of an Advance Pricing Agreement. Through this program, attendees will gain a basic understanding of how they may use transfer pricing in both an offensive manner to reduce taxes and defensive manner to avoid adjustments and penalties. Program Chair: Moderator: Speakers: 4:00 p.m. – 5:30 p.m.
Corporate Counsel/Transactional, Public International Law/Rule of Law, Regulatory/Regional
U.N. and International Institutions Coordinating Committee As the headquarters for the International Finance Corporation (IFC), the International Monetary Fund (IMF) and the Inter-American Development Bank (IDB), Washington provides the ideal location for a presentation on these highly influential international institutions. Speakers will provide full descriptions and focused detailed examples of typical transactions structured by these institutions during times of financial crisis. They will explain how international finance is used by these institutions for public benefit through both public and private sectors and describe how they accomplish this and where. Particular attention will be paid to the way these multilateral institutions respond to financial crises. Program Chair: Moderator: Speakers:
Taxation, Corporate Counsel/Transactional
International Tax Committee This panel will deal with the structuring of multinational carried interest schemes (in the form of stock options, stock, incentive awards, phantom stock and other carried interest instruments) in the Funds and Financial Industry under the current market conditions (bear market). Issues will include: (i) new legislation trends on excessive compensation; (ii) tax and social security treatment of carried interest awards; (iii) enforceability of typical clauses (grant, vesting, truncation, forfeiture, claw back); (iv) length of vesting/exercise periods, truncation and forfeiture provisions vs. termination protection; (v) shifting of financial burden (taxes, social security) to employees; and (vi) treatment of carried interest awards under IFRS / US GAAP / other standards The issues will be discussed by U.S. and international employment and tax lawyers and an industry representative along the lines of a case study. Program Chair: Moderators: Speakers: Thursday, April 16
Corporate Counsel/Transactional
This panel will dicuss the director’s duties, which are at the heart of takeover situations. In cross-border transactions the variations in responsibilities of directors in different jurisdictions need to be well understood. They touch not only on the matter of defense against a takeover bid, but also on whether directors in a takeover context owe duties to stakeholders other than shareholders and whether the best price for shareholders should determine the outcome. Some jurisdictions stipulate explicit fiduciary duties of directors; others regulate their duties through different concepts, such as proper management. In today’s world, these duties need to be understood in the light of increasing financial and insolvency risks, requiring a stronger focus on the interests of creditors. The panel will also discuss the position and duties of special constituent directors, such as directors appointed by certain shareholders or governments. Program Chair: Moderator: Speakers:
Young Lawyers, Corporate Counsel/Transactional
Latin American and Caribbean Committee With the increasing importance of the globalization of businesses, cross-border transactions have become the quickest way to achieve a company’s growth objectives. Although they present many of the same issues as domestic deals, cross-border M&As are usually more complex. Coordination and control are essential, as surprises and pitfalls appear along the way, especially when the number of geographies involved in the transaction increase. This panel will review the general scope and standard of due diligence in each jurisdiction, as well as whether there is any legal obligation or particular duty of care required from lawyers. Focusing on a practical approach into the subject on a comparative basis, the speakers will also discuss useful tactics for coordinating simultaneous and diverse due diligence towards reaching a successful transaction closing. Program Chairs: Moderator: Speakers: 10:30 a.m. – 12:00 p.m.
Corporate Counsel/Transactional
10:30 a.m. – 12:00 p.m.Russia/Eurasia Committee The Russia-Georgia conflict, TNK-BP controversies, Mechel's pricing scandal, Bank of New York litigation are just some of the issues that have left foreign investors wondering if Russia is still open for business. This program will explore the legal issues surrounding the investment and political climate in Russia, and will provide an update on the current state of the institutional framework of doing business in Russia. A panel of speakers with first-hand knowledge will explain the situation, dispel myths, answer questions posed by the audience and discuss challenges faced by lawyers and their clients in today's Russia. Program Chair: Moderator: Speakers: Drafting and Negotiating International Agreements: War Stories
Young Lawyers, Corporate Counsel/Transactional, Dispute Resolution/Litigation
International Commercial Dispute Resolution Committee This program will address common pitfalls in negotiating and drafting international agreements, such as transplanting and adapting foreign legal concepts and using dual language contracts and ensuring enforceability of the parties’ intent. Emphasis will be given to specific problems that the speakers have encountered in drafting international agreements and how they are resolved at the negotiation stage and otherwise subsequently dealt with by courts or arbitrators. Program Chairs: Moderators: Speakers:
Corporate Counsel/Transactional
International M & A and Joint Venture Committee The anticipated convergence of International Financial Reporting Standards (IFRS) and Generally Accepted Accounting Principles (GAAP) has been hastened with the announcement by the U.S. Securities and Exchange Commission of its support for the adoption of IFRS for companies in the U.S. Both U.S. and foreign lawyers and, in particular, transactional lawyers, need to become familiar with the differences and the impact of those differences on structuring transactions. What is the real transactional impact on the combination of IFRS entities with GAAP entities? What particular aspects of such a transaction must be the focus of an attorney’s attention? This panel will work through a hypothetical situation which illustrates the challenges presented. Program Chairs: Moderators: Speakers:
Taxation, Corporate Counsel/Transactional
International Tax Law Committee Although we are experiencing an economic downturn in many parts of the world, opportunities to buy and sell businesses continue to emerge. A panel of experienced corporate and tax attorneys will discuss many of the problems and traps for the unwary that arise at the time of the disposal (full or partial) of a family business in an international context, focusing on fundamental issues of corporate law, tax law, estate law, asset protection, and succession planning as well as ethical considerations. This panel will also address the applications, differences, pros and cons between Liechtensteins Stiftungs, Panamas Foundations and Liechtensteins Stiftungs and Anstalts, Trusts and marital agreements, among other issues. This program cannot be missed by estate, tax, corporate, and family lawyers and anyone with a family-owned business. Program Chairs: Moderators: Speakers:
Corporate Counsel/Transactional, Regulatory/Regional
International Investment and Development Committee International buyer beware! Across the globe government regulation of foreign investment is in flux: in the U.S. the Committee on Foreign Investment in the U.S. (“CFIUS”) released new guidance on the CFIUS review process in November 2008. The German government in 2007 approved a draft law that would allow it to block moves by foreign investors if it concludes that a proposed transaction would endanger the country's interests. In Canada, the Conservative government announced in 2008 special guidelines for the review of such investments under the Investment Canada Act. This panel of practitioners that are familiar with recent transactions that were blocked by foreign investment regulations including the Bain Capital/3Com transaction in the U.S. and the proposed $1.33 billion sale by MacDonald Dettwiler of satellite technology to Alliant Techsystems in Canada will discuss the many issues and problems associated with the transactions as well as the legislation of other countries (such as China). Program Chairs: Moderator: Speakers: 4:00 p.m. – 5:30 p.m.
Young Lawyers, Corporate Counsel/Transactional
Information Services, Technology and Data Protection Committee U.S. multinational companies are continually faced with a new and increasingly burdensome challenge: compliance with U.S. and overseas privacy rules. In the U.S., the issues include employee monitoring, preservation of data, background checks, and health records (HIPAA, Fair Credit Reporting Act, Americans with Disabilities Act and Family and Medical Leave Act). Program Chairs: Moderators: Speakers:
Taxation, Corporate Counsel/Transactional
International Tax Committee Corporate expatriations occur frequently, some intentionally but others unknowingly. The U.S. and many other countries have recently enacted highly complex anti-inversion legislation that imposes a toll charge, or even permanently taints, the expatriating corporation. Many mergers and acquisitions, and even unincorporated joint ventures will unwittingly cause these tax rules to kick in. Several experts from different countries will briefly explain and compare how the anti-inversion rules work in their countries and provide examples showing how easy it is to accidentally trigger these rules. As corporate and tax practitioners we should be aware of these potential traps that could unknowingly cost our clients significant taxes. Program Chairs: Moderators: Speakers: Friday, April 178:45 a.m. – 10:15 a.m.
Taxation, Corporate Counsel/Transactional
International Tax Committee In this program, specialists will examine several bank secrecy-related matters, including: (i) the recent scandal in Liechtenstein in which German tax authorities paid $4.2 million to a dubious individual for confidential client information on a CD ROM that he stole from his employer, LGT Bank; (ii) the recent disclosure by UBS Bank’s Swiss office to the U.S. tax authorities of the identity of all 21,000 of its U.S. clients who are knowingly not complying with U.S. tax laws; and (iii) other recent cases such as the Credit Card cases, the Julius Baer Case in the Caymans and the KB Lux Case in Luxembourg. Additional issues will be addressed such as: What is the future of the banking secrecy in a world that becomes more transparent every day? How far can authorities go in fighting tax fraud? Can they apply pressure, judicially, on the local affiliates or representative offices of a foreign bank? Are they even allowed to buy stolen information and use this information in court (fruits of the poisonous tree doctrine)? Are the individual tax payers who were framed by an employee of the bank entitled to damages from the bank? What is the role of the individual lawyers in advising individual clients on banking secrecy and trusts? What is the role of the in-house counsel in scandals like these? How to wind up Trusts when the banking secrecy is of no relevance anymore. This program is not to be missed for tax lawyers, commercial fraud lawyers and lawyers who represent private clients. Program Chairs: Moderators: Speakers: 10:30 a.m. – 12:00 p.m.
Corporate Counsel/Transactional, Regulatory/Regional
International Intellectual Property Law Committee There is a widening gulf among nations in their views and treatment of intellectual property. The arena where IP rights is most at issue today involves efforts by some nations to limit IP rights through compulsory licenses. In these recent cases, compulsory licenses are not being used for their traditional purpose of assuring that a product protected by intellectual property rights but essential to a critical public need is put into production. Instead the latest rounds of compulsory license initiatives seek to lower the prices of patented products that already are being made available in-country. This program explores from both legal and economic perspectives recent developments, reviews the competing claims, and considers compulsory licensing of both copyright and patent rights and other efforts around the world to restrict or regulate the use of intellectual property rights in ways that push beyond the historically accepted boundaries of IP regulation. Program Chairs: Moderator: Speakers: 10:30 a.m. – 12:00 p.m.
SHOWCASE PROGRAM
Corporate Counsel/Transactional, Dispute Resolution/Litigation International M&A and Joint Venture Committee The demand for legal services continue to grow worldwide and in all practices of law. We are living in a highly competitive environment among lawyers and law firms, while at the same time clients are continuously demanding better services at competitive prices. Technical knowledge, immediate response, reliability, expertise and track record – these are only some of the qualities that good international lawyers must have to attract and keep clients. But are we delivering to the clients the services that they are really looking for? This panel will explore the common mistakes that outside counsel make and will address some suggestions for an effective collaboration between in-house counsel and the outside lawyers. Program Chair: Moderator: Speakers: 10:30 a.m. – 12:00 p.m.
Young Lawyers, Corporate Counsel/Transactional, Regulatory/Regional
Foreign Consultants Committee Financial service entities from around the world are increasingly finding themselves enmeshed in U.S. litigation arising from the subprime mortgage crisis and its fallout. The need for electronic evidence, especially e-mail, will entail conflicts between non-U.S. privacy laws and the demands of U.S. litigation procedure. This interactive presentation, featuring attorneys from Europe and the U.S., will explore anticipated discovery landmines and potential legal and procedural solutions to the privacy vs. procedure dilemma. Program Chairs: Moderator: Speakers:
Taxation, Corporate Counsel/Transactional
International Secured Transactions and Insolvency Committee With an economy in a downturn a new set of skills and knowledge is needed for lawyers. What is needed is "reversed thinking." The following issues will be discussed by an expert panel of corporate, tax and insolvency lawyers:
Program Chair: Moderator: Speakers:
Corporate Counsel/Transactional, Regulatory/Regional
Intellectual Property Law Committee Piracy of intellectual property is one of the most compelling problems in international business today, costing billions of dollars in losses for the entertainment, software, publishing, technology and other industries. The U.S. government and governments of other “developed nations,” through various negotiations and other initiatives, have devoted substantial law enforcement resources and passed new initiatives to support enforcement of IP rights. The creative industries also are using new strategies and programs to fight piracy, particularly of digital products. By the same token, efforts such as the proposed “orphan works” legislation will encourage proper usage of content that previously was – as a practical matter – unavailable to users. This program will feature a cross section of commentators from government and significant copyright industries, and will discuss significant new litigation, recent legislative initiatives, and the USTR's special 301 process for prioritizing U.S. enforcement resources and negotiation for the protection of IP rights. Program Chair: Moderator: Speakers: 2:00 p.m. – 3:30 p.m.
Dispute Resolution/Litigation, Corporate Counsel/Transactional
International Corporate Counsel Forum What every in-house counsel and outside counsel needs to know about the global subprime crisis: what are the credit and liquidity issue surrounding the real estate meltdown? What are the legal and ethical dilemmas presented by pursuing cases against rating agencies, banks and financial institutions? Hear from in-house attorneys as well as regulators and outside counsel about the ramifications of the subprime crisis which has affected credit cards, corporate loans, rating services, money markets, among other areas. Program Chair: Moderator: Speakers: 2:00 p.m. – 3:30 p.m.
Environmental Law/Climate Change, Corporate Counsel/Transactional
International Environmental Law Committee Investors are facing new and unexpected scenarios of regulations that were not in place in the last decade which has impacted their investments. Many emerging countries have passed strict environmental laws that are conditioning the structure of a deal. What has been the effect of environmental laws on M&A and corporate compliance? Do these laws represent an obstacle to investments? What guidance for corporate governance and environmental management can be derived from recent trends and decisions in litigation? In this program a lively discussion will examine how these development’s impact on the business community, including the roles of local governments, NGOs and lenders, and management liability and parent company liability issues, among other topics. A comparison of the way these laws are addressed in different jurisdictions and how to manage environmental risks in corporate transactions will also be addressed. The audience will leave with a practical knowledge that will help in structuring and negotiating an investment. Program Chair: Moderator: Speakers: 4:00 p.m. – 5:30 p.m.
Corporate Counsel/Transactional, Public International Law/Rule of Law
International Commercial Transactions, Franchising, and Distribution Committee The Cape Town Treaty on aircraft, rail and space financing has been ratified by twenty-five countries with legal systems ranging from common law to civil code to Islamic compliant. However, the Cape Town Treaty is more than planes, trains and space toys. It is a new way of doing cross-border business, but it may not work for everyone. Is the understanding of the treaty's benefits the same in Mexico as in India? In the U.S. as in Pakistan? Why did Mexico adopt declarations so fundamentally different from its largest trading partner? Did India do everything necessary or advisable to give comfort to financiers? And for the world's fastest growing economic superpower, why is ratification unlikely in the near term? An international panel of experts and skeptics will debate the answers to these questions and why one size may not fit all. Program Chair: Moderator: Speakers: Environmental Law/Climate Change, Corporate Counsel/Transactional International Energy and Natural Resources Committee Over the past several years, a dramatic divergence of views has emerged on how developing countries with natural resources should best develop those resources in a socially and environmentally sustainable way; most effectively use those resources to promote long-term growth and development; and involve the private sector and foreign investment, if at all. The program will explore this broad and complex array of issues challenging policy makers, investors, lenders and the lawyers who advise them, through a mock meeting of a panel of advisors representing the views of a potential foreign investor, a host country and a multilateral development bank, who are advising a fictional U.S. government official (moderator) seeking to support a hypothetical oil and gas export project in a fictional country. Key topics will include an examination of the differing views of the panel (and resulting tensions) on public-private partnerships, the role of international organizations like the World Bank, environmental and social concerns and FDI. Program Chairs: Moderator: Speakers: |
