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Updates to the Events Calendar

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Once again, here is the latest round of updates to our securities litigation conferences, webcasts, and other events list.

For the full list, please go here.

As always, readers are encouraged to send information on securities litigation related events to us via the "Contact Us" link on the upper left hand side of this blog.

Year End Securities Litigation Review

January 22, 2010
Webinar

Highlights:

* Analysis of newly filed cases and settlements in 2009
* Assessing the larger implications for underwriters, brokers and risk managers.

No brochure is available, but for more details, visit the webinar registration page.

Contests for Corporate Control 2010: Current Offensive & Defensive Strategies in M & A Transactions

February 4, 2010
PLI New York Center - New York, New York

Highlights:

* Director Fiduciary Duties in M&A Transactions
* Director's personal liability in M&A transactions
* Communicating with shareholders in M&A transactions
* Corporate Governance and Its Effect on the Board of Directors in M&A Transactions

No brochure is available, but for more details, visit the conference registration page.

International Jurisdiction Issues Arising from the Madoff Scandal

February 24, 2010
Teleconference

Highlights:

* Status of the cases filed to date against the feeder funds
* Enforcement issues involving investors and feeder funds abroad
* Clawback related issues and new standards for filing claims

No brochure is available, but for more details, visit the teleconference registration page.

Professional Liability Insurance

March 24-25, 2010
The Carlton Hotel - New York, New York

Highlights:

* Evaluating the Impact of the Credit Crisis on the E&O Market
* The State of the Professional Liability Marketplace
* Madoff scandal impact on the E&O landscape now and in the future

The conference brochure is available here, or for more details, visit the conference webpage.

[Ed. Note: In preparation for the Copenhagen summit, the KLD Blog will present some perspectives on global climate policy. The following analysis of Australia's rejection of an emissions-credit trading scheme comes from RiskMetrics analyst Mark Barraclough. Mark is based in Sydney and researches Australian firms, with a focus on the energy and extractives sectors.

As the US and other developed-world democracies debate their own "cap and trade" schemes, the case of Australia's Carbon Pollution Reduction Scheme (CPRS) may prove instructive.]

Any chance of Australia taking a legislated emissions trading scheme to Copenhagen evaporated on Dec. 1 as the nation's opposition Liberal party voted down the Rudd government's Carbon Pollution Reduction Scheme (CPRS) for the second time. Earlier in the week, opposition leader Malcolm Turnbull was unceremoniously ousted for supporting an amended emissions trading scheme bill, and Tony Abbott emerged as the new Liberal leader.

The outspoken Mr. Abbott has previously described climate change as "crap" and stands firmly in the camp that Australia should do nothing until major emitters such as the U.S. and China have established their own schemes.

The Political Route Not Taken

As this is the second time the CPRS bill has been rejected in the Senate, the Rudd government had the option to dissolve both the House of Representatives and the entire Senate in what is known as a double dissolution. In essence, Kevin Rudd could break the stalemate and call the world's first election fought entirely over climate change.

With a significant group of Liberal parliamentarians publicly skeptical that climate change is occurring as a result of human activity, and given that the Labor government is already well ahead in opinion polls, a double dissolution election could deliver Labor the balance of power in the Senate. Even were it not to succeed in doing so, the government would still be able to call a joint sitting of both houses of parliament to break the deadlock and push through its CPRS bill.

However, the government's acting Prime Minister, Julia Gillard, has announced that the government is intending to reintroduce the same amended CPRS bill on the first sitting day in late February next year. Mr. Abbott has promptly responded that his party will vote it down again.

The Politics Behind the Impasse

Why didn't the Australian government take advantage of this opportunity? The answer lies in the effect a double dissolution could have on the timing of Senate elections. A double dissolution before July 2010 would put future Senate elections out of sync with the House of Representatives. Such an outcome could shorten the Rudd government's second term in office to two years, due to the way a sitting government will generally choose to put the Senate election cycle back in sync with the House, to avoid exposure to a protest vote via the Senate elections.

Essentially, it makes more political sense for the government to hold off and trigger a double dissolution in the second half of 2010 because this will keep Senate elections in step with the House.

There is also the possibility that an election now could potentially see the Greens win seats from Labor. The government has just negotiated an amended CPRS bill which includes substantial subsidies for coal-fired power generators and other big polluters. A portion of those people who voted for Labor over its climate change policy at the last election could switch to the Greens out of disappointment over this compromise with business interests.

Greens leader Bob Brown has said that the government should "have been negotiating with the Greens for a scheme based on cuts of 25 to 40 percent below 1990 levels by 2020."

The problem for the government has been that any scheme that appeases the Greens would be vigorously opposed by business leaders representing energy-intensive industries, with whom the government has taken nearly two years to reach a fragile agreement.

Implications for Business

Mining companies, which for the most part were not destined to receive significant subsidies under the proposed scheme, may find some relief in this delay. For its part, the peak mining industry association (the Minerals Council of Australia) urged a fundamental re-think of climate change policy this week. But the current policy proposal has found support in the aluminium and petroleum exploration and production industry associations, which see it as the best deal on industry assistance they are likely to achieve.

If the legislation is not passed in the new year, owners of Australian brown coal-fired power generators such as International Power PLC and CLP Holdings are likely to wish they had the proposal's AUD 7.3 billion in electricity sector adjustment subsidies (over 10 years), as debts are up for refinancing.

With carbon regulation still a threat over the medium term, natural gas producers and utilities focused on natural gas power generation may stand to benefit in the policy vacuum. As coal power plants age and no new coal power capacity is added, lower emission natural gas offers the least risk and lowest capex solution. Australian participants in the space include Origin Energy, AGL Limited, Santos, and Arrow Energy.

While these companies may benefit from continued uncertainty over carbon regulation, the effects of the political failure this week are likely to be felt over the longer term, should Australian business lag other nations in developing a lower-carbon economy.

[For more on this topic, see the Climate Change Resource Center.]

Updates to the Events Calendar

Here is the latest round of updates to our securities litigation conferences, webcasts, and other events list.

For the full list, please go here.

As always, readers are encouraged to send information on securities litigation related events to us via the "Contact Us" link on the upper left hand side of this blog.

15th Annual Advanced Forum on D&O Liability

November 30 - December 1, 2009
The Carlton - New York, New York

Highlights:

* Newest trends and developments arising from the wave of securities litigation and how they are impacting D&O coverage and claims
* Harmonizing your company's D&O policies with SEC regulations to avoid conflict
* Assessing how the recent credit crisis is affecting the D&O landscape, and preparing for the rising tide of litigation and class actions

The conference brochure is available here, or for more details, visit the conference webpage.

Madoff Class, Derivative & Insurance Litigation Conference

December 2, 2009
Conference Center - New York, New York

Highlights:

* Ponzi Schemes – Causes of Action and Claims Alleged
* Financial Institutions and Crime Policies - Who is being sued? Who might be sued?
* Financial Institutions & Fidelity bonds

The conference brochure is available here, or for more details, visit the conference webpage.


New Developments in Securitization 2009

December 3 - 4, 2009
PLI New York Center-New York, NY

Highlights:

* Developments in CDO and other RMBS-related litigation and forecasts of future CDO litigation trends
* Issues affecting trustees in RMBS loan repurchase obligations
* Resolving disputes between CDO tranches

No brochure is available, but for more details, visit the conference registration page.

Events Calendar - Fall Edition

Sad as it is for us to admit at SLW World Headquarters, the fleeting days of summer are quite numbered at this point, which means that conference and webcast season is upon us!

Here is the latest round of updates to our securities litigation conferences, webcasts, and other events list.

For the full list, please go here.

As always, readers are encouraged to send information on securities litigation related events to us via the "Contact Us" link on the upper left hand side of this blog.

The Madoff Ponzi Scheme: Bankruptcy, Class Action & Derivative Litigation

September 22, 2009
Teleconference

Highlights:

* SLUSA and Martin Act issues
* The future of 10b-5 class actions after South Cherry (In re Bayou)
* Special problems posed by feeder fund liquidations

No brochure is available, but for more details, visit the teleconference registration page.

Securities Litigation & Enforcement Institute 2009
Sept. 29, 2009
PLI New York Center - New York, New York

Highlights:

* How the courts are applying Stoneridge's rejection of "scheme liability"
* Criminal investigation and prosecution of securities violations
* Developments in auditor liability

No brochure is available, but for more details, visit the conference registration page.

Class Actions & Mass Actions: Class Action Fairness Act (CAFA), Class Arbitration, and Securities Update
Oct., 8, 2009
Teleconference

Highlights:

* The impact of recent Supreme Court pleading cases (Twombly and Iqbal) on class actions
* Recent developments in securities and antitrust class actions
* Propriety of review on the merits by courts asked to certify a class under Rule 23 Class Action in the arbitration context

No brochure is available, but for more details, visit the teleconference registration page.

Securities Litigation & Enforcement Institute 2009
Oct. 15-16, 2009
Ritz Carlton - Washington, DC

Highlights:

* Reserve Accounting Cases – They're Back
* The Impact of Bloggers and E-Media on Securities Fraud Investigations and Prosecutions
* Extraterritorial Jurisdiction/Venue over Companies and Individuals

The conference brochure is available here, or for more details, visit the conference webpage.

Securities Litigation & Enforcement Institute 2009
Oct. 15, 2009
PLI California Center - San Francisco, California

Highlights:

* Strategies for prosecuting and defending the securities fraud class action
* The latest on Corporate Governance Litigation
* Case Management and Settlement Issues in Securities Litigation

No brochure is available, but for more details, visit the conference registration page.

The 13th Annual National Institute on Class Actions
Oct. 30, 2009
InterContinental Hotel - San Francisco, California

Highlights:

* A Survival Guide for Today's Class Action Settlements
* New Developments in Class Actions with Professor John C. Coffee
* Developments in the Law of Class Certification

The conference brochure is available here, or for more details, visit the conference webpage.

Updates to the Events Calendar

Here is the latest round of updates to our securities litigation conferences, webcasts, and other events list.

For the full list, please go here.

As always, readers are encouraged to send information on securities litigation related events to us via the "Contact Us" link on the upper left hand side of this blog.

Credit Crisis Coverage Claims: Most Likely Problems to Hit the Insurance Industry Due to Credit Market Losses

July 21, 2009
Teleconference

Highlights:

* Duty to defend vs. duty to reimburse and related issues
* Settlements and Issue of Consent to Settlements
* Exclusions: Fraud and Dishonesty; Prior Acts; Personal Profit; Insured v. Insured; and "Related" Claims

No brochure is available, but for more details, visit the teleconference registration page.

Securities Arbitration in the Market Meltdown Era: Achieving Fairness in Perception and Reality

Aug. 12, 2009
PLI New York Center - New York, New York

Highlights:

* The impact of the recession on the viability, presentation and defense of securities arbitration cases
* Establishing legal claims for "holders" of securities that fall in value after purchase
* What Do Arbitrators and Mediators Want?

No brochure is available, but for more details, visit the conference registration page.

Madoff International Feeder Fund Litigation

August 27, 2009
Teleconference

Highlights:

* Dealing with Extraterritorial Jurisdictional Issues When Filing Against International Feeder Funds and Related Clawback Issues
* Do U.S. Courts have jurisdiction? If so, when and what is the standard for deciding?
* Status of the cases filed to date against the feeder funds, including any cases involving international players such as Optimal and Banco Santander SA

No brochure is available, but for more details, visit the teleconference registration page.

Social Funds recently published a two-part article on corporate responsibility for fighting human trafficking and forced labor, especially commercial sexual exploitation of children (CSEC). Reporter Robert Kropp writes that corporations have an important role to play in the prevention of child sex tourism, but American companies appear reluctant to act: of 623 global signatories of a Code of Conduct for Protection of Children from Sexual Exploitation in Travel and Tourism, only 5 are American.

The World Trade in People

Globalization has spurred the growth of international human trafficking and CSEC. According to International Labor Organization estimates, the global sex industry is worth $28 billion annually. The United Nations Global Initiative to Fight Human Trafficking (UNGIFT) estimates that approximately 2.5 million people are trafficked annually. Of those trafficked, the United Nations Children's Fund (UNICEF) finds that approximately 1.2 million are children. According to the UN, 30% of women and children trafficked each year are from Asia.

This month, the US Department of State released a report that finds that the global economic crisis is exacerbating the international demand for human trafficking.

To fight the global trade in people, both public and private organizations must act. Governments must protect their citizens, but human trafficking is a profit-seeking enterprise that depends on legitimate tourism-related businesses. While some such firms have developed promising initiatives, real progress depends on pressure from citizens and investors.

Government Part of the Problem, and the Solution

The rights of the child are institutionalized in the UN Convention on the Rights of the Child (UNCRC). Article 34 specifically compels states to protect children from "all forms of sexual exploitation and sexual abuse," but these rights are too frequently violated for economic gain.

Some national governments have announced initiatives to mitigate the risks of human trafficking. In May 2009, the Chinese government announced efforts to develop a DNA database for use as a tool to trace missing children. Human trafficking has thrived in China due to cultural gender bias and a government-imposed one-child policy. Both poverty and the imbalanced ratio of men to women in rural areas have contributed to this problem.

Governments can also better regulate citizenship and legal standing. Burkina Faso announced an initiative to prevent further trafficking in children in May 2009, with a $5 million plan to provide free birth certificates to five million people. Almost 1 in 3 Burkinabe children lack proof of identity and age, leaving them more vulnerable to kidnapping and slavery.

Defining the Role of Business

Corporations – especially those involved with travel and tourism – play a pivotal role in resisting, reporting and educating the public about the practice of human trafficking. Globe-spanning human trafficking would be impossible without anonymous transportation, venues, and access to funds. And yet, the global business community has not fully defined what responsible firms should do to protect human rights.

In May 2009, the UN proposed guidelines for a "protect, respect, remedy" stakeholder framework for human rights. The framework, based on a 2008 report, first calls for governments to protect against human rights abuses within its jurisdiction. Secondly, the framework recognizes the corporate responsibility to respect human rights and avoid complicity in abuse. The third part of the framework calls on companies to provide access to remedy, particularly in places where judicial and non-judicial mechanisms are underdeveloped, by instituting grievance processes.

The Social Funds report indicates that European airlines and hotels have been more proactive to educate customers about child sex tourism. In April 2009, the Vienna Hilton announced a partnership with UNGIFT aimed at victim support and rehabilitation. The hotel proposed to hire a victim of human trafficking and present the results to the business community, and to train existing staff on telltale signs of trafficking.

Investors Act to Change American Firms' Approach

Robert Kropp also notes that American airline and hotel companies have been far more resistant to incorporating sex trafficking awareness into their customer outreach. To the extent that American companies have actively fought human trafficking, they've responded to pressure from shareholder advocates. For example, hotelier Marriott addressed human trafficking in its human rights policy after a shareholder resolution drew attention to a specific incident at a Marriott hotel.

Investors' efforts have also led to the Financial Coalition Against Child Pornography, which monitors the movement of funds and closes payment accounts that are linked to child pornography. FCAP has also assisted with the development of corporate anti-trafficking policies, as in the case of Marriott.

Corporations Can Speak Louder than Governments

Poor publicity helped spur Marriott to fight human trafficking, but such motivation cannot be taken for granted. ECPAT, a network of organizations and individuals working to eliminate CSEC, argues that the general public is not broadly aware that sex tourism is illegal in every nation; that many countries have extraterritorial legislation allowing them to prosecute nationals for acts with children outside a country's borders; and that procedures are in place to report inappropriate actions.

Companies can play a proactive role in changing public perceptions. For example, MTV's EXIT (End Exploitation and Trafficking) campaign has worked with USAID to raise awareness about the seriousness of human trafficking in Asia. The anime film "Intersection," which has an anti-trafficking message, was produced in Thai, Mandarin and English and shown on MTV's Southeast Asia channels.

Perhaps this is the most distinctive contribution that business can make to the fight against human trafficking. Firms cannot make laws, but they can reach audiences that know little about UN resolutions or organizational initiatives. By stimulating public disquiet about this shadow economy, corporations can help build a mandate for its exposure, and elimination.

In March 2009, KLD Consulting sought to identify which emerging-market nations were improving their environmental, social, and governance (ESG) disclosure. Through a review of Global Reporting Initiative (GRI) data, the lead researchers noted efforts by emerging-market companies to comply with GRI's reporting guidelines.

Brazil, South Korea, South Africa, India, and Chile all made significant progress towards broader, more detailed ESG disclosure.

Nations Vary in Commitment to Reporting

Research-driven investment analysis depends on reliable, comparable data. KLD collects information from thousands of government, NGO and media sources, but corporate disclosure is an important part of a fair assessment.

GRI, a nonprofit network headquartered in Amsterdam, provides universal reporting guidelines to firms worldwide. This uniformity enables direct comparison of companies' efforts to protect the environment and better serve their employees, customers, and communities. GRI's 2008 International Survey of Corporate Responsibility Reporting (prepared by KPMG from GRI data) found that nearly 80% of the world's 250 largest companies issued reports, and three-quarters of them followed GRI guidelines.

Still, in many countries, a majority of companies do not yet report on their ESG performance. In the 2008 GRI Survey, the percentage of the total sample that reported varied from less than 20% in Mexico to more than 90% in Japan.

Some Companies Claim Compliance, but Don't Provide Reports

For its March 2009 survey, KLD Consulting considered GRI's nation-by-nation evaluation of companies' reporting. Of those firms who registered with GRI, Brazil had the most whose reports met the GRI standard, followed by South Korea, South Africa, India, and Chile, respectively.

GRI assesses the quality of each company's reporting and assigns a score of A+ through C. The "+" rating indicates that company scores were verified by objective third-party observers. "Undeclared" companies told the GRI that they've published an ESG report, but did not provide reports or disclose the detail level of their reporting.

12% of Brazilian companies earned GRI's A+ rating, and only 10% of companies claiming to report failed to share their work with GRI. By contrast, almost half of Chilean companies were "Undeclared."

Compared to Brazil, fewer Indian and South Korean companies reported to GRI, but a higher percentage of them issued complete, detailed reports that fully complied with GRI guidelines. (For comparative tables, please see International Survey of Corporate Responsibility Reporting 2008.)

The Task Ahead

While the circumstances of each market vary, the global trend for sustainability reporting remains positive. As noted above, 80% of the largest global companies issued sustainability reports in 2008. Three years earlier, the KPMG/GRI Survey said that only half of companies reported. As detailed, compliant reporting becomes the norm for the largest firms, smaller competitors worldwide will have to follow suit.

For more background info on this topic, see this 2008 SIRAN/KLD report:

Sustainability Reporting in Emerging Markets

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Here is the latest round of updates to our securities litigation conferences, webcasts, and other events list.

For the full list, please go here.

As always, readers are encouraged to send information on securities litigation related events to us via the "Contact Us" link on the upper left hand side of this blog.

Mortgage Servicing Litigation and Legislation

May 21, 2009
Teleconference

Highlights:

* The Bondholder Class Action against Countrywide
* Mortgage Cramdowns in Bankruptcy
* The Role of the Master Servicer in a Securitization

No brochure is available, but for more details, visit the teleconference registration page.

The Recent Debt Crisis and How It's Affecting FINRA Arbitration

June 2, 2009
Teleconference

Highlights:

* The kinds of cases, claims and clients that benefit from FINRA, and those that don't
* The new suits and new litigants arising out of the debt crisis
* How FINRA rules work and panel structure variations under FINRA arbitration
* The pros and cons of using FINRA arbitration
* The perceptions of fairness in FINRA arbitration

No brochure is available, but for more details, visit the teleconference registration page.

Class Action Litigation 2009: Prosecution and Defense Strategies

July 9 - 10, 2009
PLI New York Center, New York, NY

Highlights:

* How to strategically litigate the class certification motion
* The important role of mediation in class actions
* Considerations and strategies on settlement

No brochure is available, but for more details, visit the conference registration page.

The Securities and Exchange Commission plans to consider proposals to allow shareholders to nominate board candidates to appear on management proxy statements when the commission meets on May 20.

The meeting will start at 10 a.m. and will be held at the SEC's headquarters in Washington.

The details have not been released, but the commission likely will propose several access alternatives. SEC officials have said they are looking at whether to have a sliding scale (based on company size) for the minimum economic stake required to nominate board candidates; that percentage would be smaller at large-cap firms.

"We want to ensure that any procedural requirements for access are rational–and not a means to thwart effective investor participation," SEC chair Mary Schapiro said during a speech to investors in early April.

The SEC has been grappling with the thorny issue of proxy access for decades. The commission proposed a market-wide rule in 2003 that called for a two-step process for shareholders to obtain access, but then abandoned that proposal in 2005 amid opposition from companies and Bush administration officials. In 2007, the SEC proposed a 5 percent ownership requirement (and various disclosure mandates) for shareholders to file bylaw proposals to establish access procedures. Investor advocates complained that the ownership and disclosure standards were too rigorous, while many companies opposed the idea of access altogether. A divided commission ultimately adopted a rule to bar investors from filing access proposals.

RiskMetrics Group will hold a special governance forum webcast on Thursday, May 14 at 1:15 p.m. EDT on the proxy contest between Target Corporation and Pershing Square Capital Management. Representatives and board nominees from both Target Corporation and Pershing Square Capital Management will each make the case for their respective director slates.

Target believes its slate of four incumbent nominees is more likely to create long-term shareholder value. However, Pershing Square claims Target's board lacks retail, real estate and credit card expertise, and a shareholder voice. Consequently, Pershing Square is sponsoring a slate of five director nominees, four of whom are independent. Target's annual meeting is May 28.

For Target, the following executives will present: Gregg Steinhafel, Chairman and CEO; Douglas A. Scovanner, Chief Financial Officer; and Stephen Sangar, Director. Pershing Square will be represented by the firm's founder, William Ackman, and Pershing Square's board nominees, Michael Ashner, Ronald Gilson, and Richard Vague. Chris Young, RiskMetrics' Head of M&A Research, will moderate the forum.

To provide both sides with ample opportunity to speak and field questions from the audience, this webcast will run for 90 minutes, from 1:15 p.m. through 2:45 p.m. EDT. To register for this webcast, please visit here.

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