Podcast appearances and mentions of sullivan cromwell

Mimi Wu, Partner at Sullivan & Cromwell When a company is struggling financially, M&A can be a lifeline—but navigating distressed deals is a whole different game. In this episode of the M&A Science Podcast, Mimi Wu, Partner at Sullivan & Cromwell, breaks down how Chapter 11 bankruptcy, 363 sales, and creditor negotiations come into play when businesses are in distress. Mimi has worked on some of the biggest restructuring cases, including FTX and Silicon Valley Bank, and she's here to explain how distressed M&A really works—without the legal jargon. Whether you're an investor, a corporate executive, or just curious about how companies handle financial trouble, this episode is packed with insights. Things you will learn: What is Chapter 11? – How bankruptcy protects businesses and gives them time to reorganize  The Power of a 363 Sale – Why buyers love these deals and how they can acquire assets “free and clear”  Negotiating with Creditors – What happens when companies can't pay their debts, and the options they have Finding Deals in Bankruptcy – How investors and buyers can identify distressed M&A opportunities before they hit the auction stage ______________ This episode is sponsored by DealRoom AI. Forget spending hours reviewing diligence contracts. Automate the extraction and analysis of key information and create quick summary reports. Harness the power of Buyer-Led M&A with DealRooms proven framework. Visit DealRoom.net to learn more. Trailer Timestamps: [00:03:01] – What is Distressed M&A? Key Differences from Traditional M&A [00:05:32] – Chapter 11 Bankruptcy: How It Works and When to Use It [00:06:30] – 363 Asset Sales: Selling a Business in Bankruptcy [00:09:11] – Why Companies File for Bankruptcy: Common Triggers [00:10:36] – The Automatic Stay: Protecting Companies During Bankruptcy [00:14:00] – Alternatives to Bankruptcy: Negotiating with Creditors & Raising Capital [00:18:30] – How the Bankruptcy Sale Process Works: Auctions & Market Checks [00:20:41] – Credit Bidding & How Creditors Influence the Sale [00:24:02] – The 363 Auction Process: How Bidding Works [00:26:39] – Stalking Horse Bids: What They Are & How They Work [00:29:30] – How Sale Proceeds Are Distributed Among Creditors [00:33:00] – Case Study: Carrier & Ketafenol Bankruptcy Sale [00:39:35] – Finding Distressed M&A Opportunities: Buyer Strategies [00:42:00] – The Craziest Thing Mimi in Distressed M&A

The Rich Zeoli Show- Hour 3: 5:00pm- Corey DeAngelis— Senior Fellow at the American Federation for Children & An Adjunct Scholar at the Cato Institute—joins The Rich Zeoli Show to discuss school choice expansion, and what the incoming Trump Administration can do to promote it. Plus, a California public school teacher melts down in class over Tuesday's election results. DeAngelis is author of the “The Parent Revolution: Rescuing Your Kids from the Radicals Ruining Our Schools.” You can find his book here: https://t.co/DkGI3lEqXh 5:15pm- Trump Nominates Jay Clayton to U.S. Attorney for the Southern District of New York. In a post on Truth Social, Donald Trump wrote: “I am pleased to announce that Jay Clayton, of New York, the Chairman of the U.S. Securities and Exchange Commission during my first term, where he did an incredible job, is hereby nominated to be the U.S. Attorney for the Southern District of New York. Jay is a highly respected business leader, counsel, and public servant. Jay received Engineering and Law degrees from the University of Pennsylvania, and an Economics degree from the University of Cambridge. Before chairing the SEC, Jay was a partner at Sullivan & Cromwell, and served on the Management Committee. He is currently a Senior Policy Advisor to Sullivan & Cromwell, a Board Member of several public and private companies, and an Adjunct Professor at the Wharton Business School, and the Carey Law School at the University of Pennsylvania. Jay is going to be a strong Fighter for the Truth as we, Make America Great Again.” 5:40pm- Did the U.S. government kill Peanut the Squirrel? Speaking with Chris Cuomo on News Nation, Mark Longo—Peanut's owner—revealed that there was a bizarre 10-month investigation into Peanut and it concluded with the New York State Department of Environmental Conservation euthanizing his beloved pet squirrel. 5:50pm- Costco was forced to recall nearly 80,000 pounds of butter…because it wasn't properly labeled as containing milk…

This Day in Legal History: WTC Bombers ConvictedOn November 12, 1997, Ramzi Yousef and two of his accomplices were convicted for their roles in the 1993 bombing of the World Trade Center, marking a significant legal milestone in U.S. counterterrorism efforts. The bombing, which took place on February 26, 1993, involved a truck bomb detonated in the North Tower's underground parking garage, killing six people and injuring over a thousand. The attack was an early sign of the growing threat of international terrorism on American soil, with Yousef aiming to collapse one tower into the other to maximize casualties. Yousef, the principal architect of the attack, fled the country shortly afterward but was eventually captured in Pakistan in 1995. His trial underscored the challenges of prosecuting acts of terrorism under U.S. criminal law and introduced the public to federal strategies for dealing with international terrorists within the American justice system. Prosecutors successfully argued that Yousef's attack was part of a larger, ideologically driven campaign against the United States, setting a precedent for treating terrorism as a criminal offense rather than solely a military threat.The conviction of Yousef and his co-conspirators in a civilian court demonstrated the U.S. government's commitment to using its judicial system to address terrorism, despite criticisms from some who argued for military tribunals instead. Yousef was sentenced to life in prison without the possibility of parole and was placed in the federal "supermax" facility in Colorado, where he remains to this day. This case highlighted the importance of international cooperation in tracking down fugitives and the evolving strategies to counter terrorism through legal channels in the years before 9/11.The FTC's draft settlement with Marriott International over a series of data breaches highlights the agency's growing support for "right-to-delete" policies, mirroring a trend in state-level privacy laws. This agreement, targeting breaches from 2014 to 2020 affecting 344 million customers, would require Marriott to provide U.S. customers with a way to request deletion of their personal data. Unlike the FTC's traditional "notice-and-choice" model, this approach shifts responsibility to companies to manage and remove collected data when requested. Experts say the Marriott settlement may be a sign of future federal data privacy directions, especially since the FTC has recently applied similar requirements in cases with companies like Chegg Inc. As right-to-delete policies expand, companies face challenges navigating varying state privacy laws, with 20 states already enacting or soon implementing data privacy regulations. Ensuring compliance across different jurisdictions requires complex data mapping and collaboration between legal and technical teams to track, delete, and prevent reintroduction of sensitive data. Additionally, reducing retained data may impact marketing strategies that rely on long-term customer data. Marriott's settlement and the FTC's recent blog post signal the importance of limiting data collection to only what is operationally necessary, reinforcing the idea that uncollected data cannot be stolen.FTC's Marriott Data Breach Order Echoes States' Right to DeleteRyne Miller, formerly the U.S. general counsel for FTX, has joined New Jersey law firm Lowenstein Sandler as a partner to lead its new commodities and derivatives practice. Previously with Sullivan & Cromwell, Miller advised FTX through its bankruptcy proceedings following the crypto exchange's collapse and founder Sam Bankman-Fried's fraud conviction. Though Sullivan & Cromwell faced allegations related to FTX's misconduct, Miller was not named in any subsequent litigation. After leaving FTX, Miller founded Miller Strategic Partners, providing regulatory advice in traditional and digital finance. At Lowenstein, Miller will head the commodities and derivatives group and co-chair its crypto practice, aiming to capture the recent surge in U.S.-based crypto interest. His experience, including past work for SEC Chair Gary Gensler at the Commodity Futures Trading Commission, aligns with Lowenstein's strategic expansion in financial services, fintech, and investment management.Ex-FTX US Legal Chief Joins Lowenstein, Eying Crypto ResurgenceJack Teixeira, a 22-year-old Massachusetts Air National Guardsman, faces sentencing for leaking highly classified military documents online, with prosecutors seeking a 17-year prison term. Teixeira, who held a top-secret security clearance as a low-ranking airman, shared sensitive information with a group on the messaging app Discord, reportedly discussing topics like Russia's war in Ukraine, Israel, Syria, and Iran. He was warned by his superiors twice in 2022 about mishandling classified information, yet he continued to access and share sensitive intelligence. Prosecutors argue his actions represent one of the most significant breaches of the Espionage Act in U.S. history. Teixeira's defense team requested a shorter, 11-year sentence, arguing that his intent was to inform his online friends about global events rather than harm the U.S. and citing his struggles with autism and social isolation. In separate military proceedings, Teixeira also faces charges for obstructing justice and failing to follow orders.Pentagon leaker Teixeira faces sentencing, US seeks 17-year prison term | ReutersSteve Bannon, former adviser to President-elect Donald Trump, is due back in court ahead of his Dec. 9 trial in New York state on fraud charges linked to a 2019 fundraising campaign for Trump's border wall. Prosecutors allege Bannon deceived donors, raising over $15 million while secretly diverting funds to the campaign's CEO, Brian Kolfage, despite promises that all donations would go directly to construction. Bannon, who was previously pardoned by Trump on related federal charges, faces charges in New York state court where presidential pardons do not apply.Bannon has pleaded not guilty, with his lawyers arguing that he only reimbursed Kolfage for expenses. Kolfage, who pled guilty to federal fraud charges, is currently serving a 4¼-year sentence. Recently released from a four-month federal prison sentence for contempt of Congress after refusing to testify before a committee investigating the Jan. 6 Capitol attack, Bannon has resumed hosting his podcast and claims his legal troubles are politically motivated.Fresh off prison release, former Trump adviser Bannon due back in court | Reuters This is a public episode. 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This is a free preview of a paid episode. To hear more, visit davidlat.substack.comOn Monday of last week, the customary first Monday of October, the U.S. Supreme Court kicked off October Term 2024. So I thought it might be a good idea to offer my listeners an overview of the 2024-2025 Term—and I could think of no better guide to the new SCOTUS Term than Morgan Ratner. I met Morgan this past July, when we participated in a Supreme Court “Year in Review” panel together, and I was struck by her talent for explaining complicated cases with exceptional clarity and accuracy.Morgan's knowledge of the Court shouldn't come as a surprise. She has argued before the Court in nine cases, first as an assistant to the U.S. solicitor general and more recently as a partner at Sullivan & Cromwell. She clerked for two of the Court's current members: then-Judge Brett Kavanaugh, during his time on the D.C. Circuit, and Chief Justice John Roberts.Morgan graduated first in her class from Harvard Law School. Current and aspiring law students will be interested in—and perhaps surprised by—her advice on how to succeed in law school.So listen to this episode and learn more about Morgan Ratner. For SCOTUS devotees, she's someone you should get to know.Show Notes:* Morgan L. Ratner bio, Sullivan & Cromwell* 40 Under 40 - Morgan Ratner of Sullivan & Cromwell, by Lisa Helem and MP McQueen for Bloomberg Law* 12 Lawyers Who Are The Future Of The Supreme Court Bar, by Jeff Overley and Katie Buehler for Law360Prefer reading to listening? For paid subscribers, a transcript of the entire episode appears below.Sponsored by:NexFirm helps Biglaw attorneys become founding partners. To learn more about how NexFirm can help you launch your firm, call 212-292-1000 or email careerdevelopment at nexfirm dot com.

Content warning: This episode discusses sexual violence, domestic violence, and criminalized survivorship. If you or anyone you know needs help, please safely contact one of the organizations in our show notes. To mark Domestic Violence Awareness Month, Jenn sits down with Garrard Beeney to discuss his pro bono representation of Nicole "Nikki" Addimando and the issue of criminalized survivorship. Garrard shares Nikki's story, which includes enduring years of repeated physical and sexual abuse by her domestic partner, Christopher Grover, who was also the father of her two young children. Events led to her fatally shooting him. But, as Garrard explains, "the abuse that Nikki suffered at the hands of Grover was then repeated in the criminal justice system." Garrard reveals how and why he and his firm got involved with Nikki's appeal. You'll hear about the legal arguments and uphill battle to free Nikki, culminating in the appellate court's rejection of the trial court's "antiquated impressions of how domestic violence survivors should behave." SHOW NOTES: US National Domestic Violence Hotline: 1-800-799-7233 or www.thehotline.org UK National Domestic Abuse Helpline: 0808 2000 247 or www.nationaldahelpline.org.uk Sanctuary for Families: www.sanctuaryforfamilies.org We Stand With Nikki: www.westandwithnikki.com

This Day in Legal History: Outer Space Treaty Enters Into ForceOn October 10, 1967, the Outer Space Treaty, formally known as the "Treaty on Principles Governing the Activities of States in the Exploration and Use of Outer Space, including the Moon and Other Celestial Bodies," entered into force. This landmark agreement established a framework for the peaceful use and exploration of outer space, making it a key pillar of international space law. It was signed by the United States, the Soviet Union, and the United Kingdom, and has since been ratified by over 100 nations.The treaty explicitly prohibits the placement of nuclear weapons or other weapons of mass destruction in orbit, on the Moon, or on any other celestial body. It also bans military activities and the establishment of military bases in space. One of its central tenets is that space is to be used for the benefit of all humankind, with no country allowed to claim sovereignty over outer space or any celestial body.This treaty was negotiated during the height of the Cold War, reflecting both superpowers' mutual interest in preventing the militarization of space. By laying the groundwork for cooperation and peaceful exploration, it paved the way for future international agreements on space activities, including those addressing environmental concerns and the use of space resources. The Outer Space Treaty remains a cornerstone of space law today, as space exploration continues to evolve and expand.The Fifth Circuit Court of Appeals overturned a $47 million copyright infringement award against Grande Communications Networks LLC, an internet service provider (ISP), on Wednesday. Music publishers, including UMG Recordings and Warner Bros. Records, initially won the award after Grande was found liable for contributing to users' piracy of over 1,400 songs. However, the appeals court ruled that damages should not be awarded for each individual song, but rather for each album, sending the case back to the Texas district court for a new trial on damages. The court affirmed that Grande had failed to prevent repeated piracy by not terminating infringing subscribers, but found that the lower court had erred in its interpretation of statutory damages. This decision aligns with other rulings, such as one involving ISP Cox Communications, where liability for music piracy was affirmed, but damages were reconsidered.Appeals Court Undoes $47 Million Music Piracy Award Against ISPGSK has agreed to settle around 80,000 lawsuits, paying up to $2.2 billion over claims that the discontinued heartburn drug Zantac caused cancer. This settlement covers about 93% of the cases pending in U.S. state courts. The drugmaker maintains that there is no consistent evidence linking Zantac's active ingredient, ranitidine, to cancer but decided to settle to avoid prolonged litigation. Additionally, GSK will pay $70 million to settle a related whistleblower case. Zantac, once a blockbuster drug, faced scrutiny after the FDA in 2020 found that ranitidine could break down into a carcinogen, NDMA. Other pharmaceutical companies like Pfizer and Sanofi have also reached settlements, but Boehringer Ingelheim continues to face trials. In a recent Delaware ruling, plaintiffs were allowed to present expert testimony linking Zantac to cancer, while a Florida federal court had dismissed around 50,000 cases due to unreliable evidence. GSK agrees to settle about 80,000 Zantac lawsuits for up to $2.2 bln | ReutersFTX investors have voluntarily dropped their class action lawsuit against Sullivan & Cromwell, a prominent U.S. law firm. The investors had accused the firm of aiding FTX's multibillion-dollar fraud and benefiting as FTX's lead bankruptcy counsel. However, lead attorney Adam Moskowitz stated that after reviewing reports by FTX bankruptcy examiner Robert Cleary, there was no valid claim against the law firm. Cleary's reports found no evidence that Sullivan & Cromwell was complicit in FTX's collapse or that it ignored warning signs while representing former FTX CEO Sam Bankman-Fried. Sullivan & Cromwell welcomed the withdrawal of what it called "meritless claims." The lawsuit had alleged that the firm had unique insight into FTX's lack of internal controls and questionable practices. Meanwhile, FTX's bankruptcy plan, approved this week, will allow the company to repay customers using $16.5 billion in recovered assets. Plaintiffs' attorneys also reached a separate agreement with the FTX bankruptcy estate regarding customer claims. FTX investors drop lawsuit against law firm Sullivan & Cromwell | Reuters This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe

**FTX Investors Drop Lawsuit Against Sullivan & Cromwell: What Does it Mean for Sam Bankman-Fried?**In a significant development, FTX investors have voluntarily dismissed their proposed class-action lawsuit against the prestigious law firm Sullivan & Cromwell (S&C). This decision comes after an investigation and dialogue with the FTX bankruptcy estate and appointed officials. The lawsuit had alleged that S&C attorneys "actively participated" in FTX's fraud through their legal work for the exchange.Sam Bankman-Fried, the former CEO of FTX, has been at the center of numerous legal battles following the collapse of the cryptocurrency exchange. The dismissal of the lawsuit against S&C does not directly impact Bankman-Fried's ongoing legal issues, but it does reflect the evolving landscape of litigation surrounding FTX's collapse.The decision to drop the lawsuit was reportedly influenced by a second report from Bob Cleary, which provided sufficient evidence to support the dismissal. This move underscores the complexities and challenges in pursuing legal action against entities involved in the FTX debacle.While this development may bring some relief to S&C, it does not absolve the firm of any potential wrongdoing. The dismissal does not preclude future legal actions or investigations into the roles of various entities, including law firms, in the collapse of FTX.For Sam Bankman-Fried, the dismissal of the lawsuit against S&C is just one aspect of his broader legal challenges. Bankman-Fried faces multiple charges related to fraud, conspiracy, and other financial crimes. The ongoing investigations and legal proceedings will continue to scrutinize his involvement in the collapse of FTX and the actions of those who advised him.In summary, the dismissal of the lawsuit against Sullivan & Cromwell marks a significant moment in the legal fallout from FTX's collapse. However, it does not diminish the ongoing scrutiny of all parties involved, including Sam Bankman-Fried, as they navigate the complex and multifaceted legal landscape surrounding this high-profile case.

Many employees are surprised to learn that they don't enjoy the free speech rights they thought they were entitled to at their jobs. In some cases, workers actually have fewer rights than previously believed. Suddenly, we're looking to employment law for answers.Join Cathy Creighton ‘87, a labor relations expert and director of the Cornell ILR Buffalo Co-Lab, to examine employment law and employees' legal rights at work. Whether you are an employee or an employer, you may be surprised by what you'll discover about free speech rights at work in the United States.What You'll LearnWhat legal rights you have in the workplaceHow the Constitution protects — or does not protect — your rights at workWhat legal remedies you have if you are retaliated against or fired for protesting at workWhat your rights are after terminationThe Cornell Keynotes podcast is brought to you by eCornell, which offers more than 200 online certificate programs to help professionals advance their careers and organizations. The Buffalo Co-Lab is part of the Cornell ILR School, a leader in employment and labor relations education. Nearly two dozen certificate programs from the ILR School are open for enrollment, including:Employment LawEmployee Relations and InvestigationsHuman Resources ManagementStrategic Human Resources LeadershipDiversity, Equity and Inclusion for HRDiscover more human resources certificate programs on the eCornell website.Did you enjoy this episode of the Cornell Keynotes podcast? Watch the Keynote. Follow eCornell on Facebook, Instagram, LinkedIn, TikTok, and X.

This Day in Legal History: Nineteenth Amendment AdoptedOn August 26, 1920, the Nineteenth Amendment to the U.S. Constitution was officially adopted, marking a pivotal moment in American history by granting women the right to vote. The Amendment, which states that the right to vote "shall not be denied or abridged by the United States or by any State on account of sex," was the culmination of decades of activism and struggle by women's suffrage advocates. Pioneers like Susan B. Anthony, Elizabeth Cady Stanton, and many others fought tirelessly for this fundamental right, organizing rallies, petitions, and civil disobedience.The Amendment's adoption followed a lengthy ratification process, where Tennessee became the crucial 36th state to ratify the amendment, securing the necessary three-fourths majority. This victory did not come easily; it was the result of a concerted effort by suffragists who faced significant opposition. The Nineteenth Amendment not only expanded the electorate but also symbolized a broader movement toward gender equality in the United States. Its passage empowered women to engage fully in the democratic process and laid the groundwork for future advances in civil rights. The legacy of the Nineteenth Amendment continues to influence social and political movements to this day.Big Law firms are rallying behind Vice President Kamala Harris by hosting high-dollar fundraising events. Sullivan & Cromwell's Rodge Cohen is organizing a New York lunch featuring Doug Emhoff, with ticket prices reaching up to $100,000. In Washington, Jenner & Block's Josh Hsu is co-hosting an evening reception where tickets are nearly $7,000. Since Harris became the Democratic frontrunner, high-profile attorneys have been mobilizing to support her campaign, with several already raising substantial sums. Notably, Mayer Brown partner Phil Recht, a Harris supporter, notes strong momentum in campaign contributions. The host committees for these events include prominent figures from Big Law and the tech industry, such as Skadden's Nina Rose and OpenAI's Johanna Shelton. The fundraising effort has seen significant engagement, with many top lawyers eager to contribute. For example, Dawn Smalls of Jenner & Block raised $100,000 in just a week, and partners at firms like Gibson Dunn and WilmerHale are actively supporting Harris through events and donations.Big Law Throwing Kamala Fundraisers with a Six-Figure Ticket TierThe U.S. Federal Trade Commission (FTC) is set to challenge Kroger's $25 billion merger with rival Albertsons in federal court, arguing that the deal would harm consumers and workers by reducing competition. The FTC's case, part of the Biden administration's broader effort to address rising consumer prices, will focus on how the merger could lead to higher grocery prices and diminish the bargaining power of unionized workers, particularly in states like California and Washington where both chains have significant overlap. This trial marks a significant test for FTC Chair Lina Khan, who has prioritized using antitrust laws to protect workers, a shift from the traditional focus on consumer prices.Kroger and Albertsons argue that the merger is necessary to compete with large multinational retailers like Walmart, Costco, and Amazon. They propose selling 579 stores to mitigate competition concerns and promise to lower grocery prices by $1 billion post-merger. However, the FTC, supported by several states, contends that the merger would lead to store closures and weakened union leverage. The trial, expected to last around three weeks, will also examine whether the proposed buyer of the divested stores, C&S Wholesale Grocers, can successfully operate them.This case is significant as it builds on the FTC's recent focus on labor market competition, following other antitrust actions that have challenged the impact of mergers on workers, such as those in the college athletics and publishing industries. The outcome could pave the way for more scrutiny of mergers based on their effects on labor markets.US FTC's bid to block Kroger-Albertsons merger heads to trial | ReutersKroger case tests FTC Chair Khan's bid to protect workers | ReutersThe US Chamber of Commerce, a conservative business organization, is urging Congress to maintain the 21% corporate tax rate and extend key provisions of the 2017 Republican-led tax law. The Chamber argues that these measures will support sustained economic growth, aiming for at least 3% annually. As Congress prepares for a major tax code overhaul next year, the Chamber is actively lobbying to preserve lower international tax rates set to increase in 2025 and to reinstate certain deductions for research and development, interest expenses, and full asset expensing. While Republicans generally support extending parts of the 2017 law, despite concerns about the growing deficit, Democrats advocate for raising the corporate tax rate to 28% and increasing taxes on the wealthy to cover the law's costs. The University of Pennsylvania's Wharton School estimates that extending the law would only offset about 4.4% of its projected $4 trillion cost through economic growth.The US Chamber of Commerce is known for its conservative stance, particularly in advocating for pro-business policies and lower taxes. Historically, the Chamber has supported Republican initiatives and has often opposed regulatory measures that it views as detrimental to business interests.US Chamber to Ask Congress to Preserve 21% Corporate Tax RateCitgo Petroleum, originally founded in 1910 as Cities Service Company, became a significant player in the U.S. refining industry. In 1986, Venezuela's state-owned oil company, PDVSA, purchased a controlling stake in Citgo, integrating it into Venezuela's oil export strategy. Citgo operates as a major U.S. refiner with its headquarters in Houston, Texas.Currently, Citgo is at the center of a complex legal battle in the U.S. stemming from Venezuela's expropriations and debt defaults. A U.S. federal court officer, Robert Pincus, is overseeing an auction of shares in Citgo's parent company, PDV Holding, to satisfy up to $21.3 billion in claims. These claims have resulted from international arbitration awards and issues surrounding foreign sovereign immunity, making the case particularly complex.The auction process, ongoing since 2017, has faced multiple delays due to the complexity of the bids and the unprecedented legal context. The latest extension request, the third this year, would push the deadline to September 16 for Pincus to recommend a winning bid. The leading bidders are CVR Energy, supported by investor Carl Icahn, and an investment group led by Gold Reserve, a mining company. Following the recommendation, there will be a 21-day period for objections before a final sales hearing on November 7.US court officer requests new extension to select winner of Citgo auction | Reuters This is a public episode. If you'd like to discuss this with other subscribers or get access to bonus episodes, visit www.minimumcomp.com/subscribe

This is a free preview of a paid episode. To hear more, visit davidlat.substack.comWelcome to Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction by reading its About page, and you can email me at davidlat@substack.com. This is a reader-supported publication; you can subscribe by clicking here. Thanks!By next Thursday, August 16, creditors must vote on whether to approve the Chapter 11 liquidation plan of FTX, the once high-flying cryptocurrency exchange. FTX's former CEO, Sam Bankman-Fried aka SBF—the son of two Stanford law professors, who went on to become one of the world's youngest billionaires—is behind bars. He's in the process of appealing his convictions for fraud, conspiracy, and money laundering, as well as his 25-year prison sentence.Ryne Miller served as general counsel of FTX US, one of several corporate entities that was part of the sprawling FTX empire. Working out of New York, he was not part of SBF's high-living, Bahamas-based inner circle. But after a fateful phone call in November 2022 from SBF's father, Joe Bankman, informing Ryne of a multibillion-dollar “liquidity hole”—some $8 billion to $10 billion in FTX customer deposits that had somehow gone missing—he played a crucial role in responding to the situation. By the end of that week, FTX was in bankruptcy.Why did Ryne leave a partnership at Sullivan & Cromwell, one of the world's leading law firms, to become the GC of FTX US? Should he have noticed certain red flags at the company, such as the lack of a board or a weak compliance function? What lessons does he draw from his time at the company? And how is he putting them to work today at his new law firm, Miller Strategic Partners, which marks its one-year anniversary next month? Ryne and I covered all this and more, in the latest edition of the Original Jurisdiction podcast.Show Notes:* Ryne Miller bio, Miller Strategic Partners* Former FTX general counsel starts his own law firm, by MK Manoylov for The BlockPrefer reading to listening? For paid subscribers, a transcript of the entire episode appears below.Sponsored by:NexFirm helps Biglaw attorneys become founding partners. To learn more about how NexFirm can help you launch your firm, call 212-292-1000 or email careerdevelopment at nexfirm dot com.

In this episode of Movers, Shakers & Rainmakers, we go down the rabbit hole with Kyle Gann, corporate partner at Winston & Strawn. Kyle defied his father's advice and became a lawyer anyway, overcoming an injury that nearly snatched his dream of becoming an attorney from his grasp. On the show, our conversation goes in a different direction than we're used to: Kyle opens up and shares vulnerably about his past. If you have a penchant for philosophy, you will enjoy our discussion about how the fear of loss can direct one's course in life. Finally, Kyle sheds light on the main law by which he operates: live with joy. For the Move of the Week, David covers Cahill's opening of a Wilmington office with a group of crypto hires while Zach speaks to Sullivan & Cromwell's addition of a prominent tech M&A group from Skadden.

This is a free preview of a paid episode. To hear more, visit davidlat.substack.comWelcome to Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction by reading its About page, and you can email me at davidlat@substack.com. This is a reader-supported publication; you can subscribe by clicking here. Thanks!After my fascinating conversation with Rodge Cohen of Sullivan & Cromwell, I wanted to interview another transactional lawyer for the Original Jurisdiction podcast. But to mix things up, I wanted to speak with an up-and-coming dealmaker rather than a senior statesperson. And because May is Asian American and Native Hawaiian/Pacific Islander Heritage Month, I was hoping to feature a lawyer of AANHPI descent.Meet Shanu Bajaj, a mergers and acquisitions partner at Davis Polk & Wardwell. Although she hasn't been a partner for long, Shanu has already been recognized as a star of the M&A bar. In February, she took the #3 spot in the MergerLinks ranking of Top Female M&A lawyers in North America. In March, The American Lawyer named Shanu one of its 2024 Dealmakers of the Year, based on her representation of ExxonMobil in 2023's largest transaction, the oil giant's $59.5 billion purchase of Pioneer Natural Resources.What drew Shanu to M&A as a practice area? What are two abilities that she views as especially important for transactional attorneys? How does she describe her personal style as a dealmaker? And what are her tips for making partner in Biglaw, during a time when the rewards are richer—but the odds are longer—than ever?Thanks to Shanu for taking the time to tackle these and many other topics with me, and congratulations to her on the well-deserved recognition of her talents. And with decades of deals ahead of her, she's just getting warmed up.Show Notes:* Shanu Bajaj bio, Davis Polk & Wardwell* The 2024 Dealmakers of The Year, The American Lawyer* Which M&A Attorneys Drove the Most Business as Deal Leads?, by Patrick Smith for The American LawyerPrefer reading to listening? For paid subscribers, a transcript of the entire episode appears below.Sponsored by:NexFirm helps Biglaw attorneys become founding partners. To learn more about how NexFirm can help you launch your firm, call 212-292-1000 or email careerdevelopment@nexfirm.com.

This is a free preview of a paid episode. To hear more, visit davidlat.substack.comWelcome to Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction by reading its About page, and you can email me at davidlat@substack.com. This is a reader-supported publication; you can subscribe by clicking here. Thanks!It might seem odd to bestow the title of “titan” upon someone once described in the New York Times as standing five-foot-two and weighing 100 pounds wet. But if you know anything about banking M&A and regulatory work, you know that H. Rodgin Cohen, senior chair of Sullivan & Cromwell, is a true giant of the field.For more than 50 years, Rodge Cohen has practiced at the pinnacle of financial-services law. He's played a role in many historical events over the decades, including New York City's fiscal crisis, where he helped rescue the city from the brink of bankruptcy in 1975; the Iran hostage crisis, where he counseled American banks that released frozen Iranian funds, part of the deal that led to the 1981 release of the hostages; the 2008 financial crisis, where he represented the buyer or the seller in seemingly every major bank deal; and efforts last year to save Silicon Valley Bank and First Republic Bank.In my latest podcast episode, I interview Rodge about his remarkable career, including his involvement in the aforementioned, headline-making events. But we also cover his childhood in West Virginia, his advice for how to succeed as a deal lawyer, and even his theater and reading recommendations—because despite his demanding practice, Rodge somehow finds the time to see numerous shows and read tons of books. (One recent work we both recommend is Paula Vogel's Mother Play, which yesterday snagged four Tony Award nominations, including Best New Play.)For my first-ever interview of a corporate or transactional attorney (as opposed to a litigator), I wanted to get a big name—and Rodge Cohen is one of the biggest and best in the business. I guessed that he would be “too big to fail”—and if you listen to our enjoyable and wide-ranging conversation, you'll see that I was right.Show Notes:* H. Rodgin Cohen bio, Sullivan & Cromwell* H. Rodgin Cohen profile, Chambers and Partners* Trauma Surgeon of Wall Street, by Alan Feuer for the New York Times* The Banking Industry's Go-to Crisis Adviser, by DealBook for the New York TimesPrefer reading to listening? For paid subscribers, a transcript of the entire episode appears below.Sponsored by:NexFirm helps Biglaw attorneys become founding partners. To learn more about how NexFirm can help you launch your firm, call 212-292-1000 or email careerdevelopment@nexfirm.com.

The FTX bankruptcy is shaping up to be one of the most expensive of all time. And at the helm of that ship are John Ray III and Sullivan & Cromwell... a lawfirm that has vociferously argued that they really didn't have all that much to do with FTX during it's heyday but... are they lying? @carlypreilly on Twitter #crypto #cryptocurrency #FTX #FTXbankruptcy #johnrayIII #sullivanandcromwell #sullcrom #sambankmanfried OPJ Gin Bottle Redemption: https://overpricedjpegs.cc/gin OPJ NFT Link: https://overpricedjpegs.cc/buy-opj-nft WEB3SENSE | DEMO Find out more + get a demo today: https://overpricedjpegs.cc/web3sense

The FTX bankruptcy is shaping up to be one of the most expensive of all time. And at the helm of that ship are John Ray III and Sullivan & Cromwell... a lawfirm that has vociferously argued that they really didn't have all that much to do with FTX during it's heyday but... are they lying? @carlypreilly on Twitter #crypto #cryptocurrency #FTX #FTXbankruptcy #johnrayIII #sullivanandcromwell #sullcrom #sambankmanfried OPJ Gin Bottle Redemption: https://overpricedjpegs.cc/gin OPJ NFT Link: https://overpricedjpegs.cc/buy-opj-nft WEB3SENSE | DEMO Find out more + get a demo today: https://overpricedjpegs.cc/web3sense

While the FTX customers are in a better position today than they were a year ago, big questions remain as to how they will be treated by the current FTX estate run by John Ray III and Sullivan & Cromwell and, so far, it's not looking ideal. Today we dive into what the FTX retail customers want and what it looks like they're going to get... @carlypreilly on Twitter #crypto #cryptocurrency #FTX #johnrayIII #sullivanandcromwell #sullcrom #sambankmanfried OPJ Gin Bottle Redemption: https://overpricedjpegs.cc/gin OPJ NFT Link: https://overpricedjpegs.cc/buy-opj-nft WEB3SENSE | DEMO Find out more + get a demo today: https://overpricedjpegs.cc/web3sense

While the FTX customers are in a better position today than they were a year ago, big questions remain as to how they will be treated by the current FTX estate run by John Ray III and Sullivan & Cromwell and, so far, it's not looking ideal. Today we dive into what the FTX retail customers want and what it looks like they're going to get... @carlypreilly on Twitter #crypto #cryptocurrency #FTX #johnrayIII #sullivanandcromwell #sullcrom #sambankmanfried OPJ Gin Bottle Redemption: https://overpricedjpegs.cc/gin OPJ NFT Link: https://overpricedjpegs.cc/buy-opj-nft WEB3SENSE | DEMO Find out more + get a demo today: https://overpricedjpegs.cc/web3sense

Andrei Iancu, Partner at Sullivan & Cromwell and former Director of the USPTO joined us to shares his views on government intervention and the impact on innovation. Highlights from our chat included: - The importance of modernizing and strengthening IP rights - The necessity of maximizing creativity and innovational strength - Insight into Standard Essential Patent regulation - His perspective on how diversity in innovation can be advanced

This week, we cover the highlights of the recent Knowledge Management and Innovation for Legal Conference with our guests, Patrick DiDomenico, founder of Inspire KM Consulting and the organizer of the conference; Tanisha Little, Director of Knowledge Management at Simpson Thatcher; and Sara Miro, Director of Knowledge at Sullivan Cromwell. In a time of Generative AI Hype, the basic ideas behind Knowledge Management have never been more relevant. As much as we believe in the future of a technology that can build upon our current knowledge, how we structure and manage that knowledge will determine just how far we can go. Knowledge management has never been more important than it is today. The episode begins with an exploration of the organizational complexities behind the inaugural conference. Patrick DiDomenico shares his experiences in orchestrating the event, noting the extensive, months-long commitment it entailed, yet expressing satisfaction with the innovative elements introduced, such as breakout sessions. We then shift focus to the specific sessions led by our guests. Tanisha Little and Jennifer Mendez conducted a "KM 101" session, effectively orienting newcomers to the field. Additionally, an engaging KM Attorney Roundtable, facilitated by Sara Miro and Patrick Dundas, explored issues such as change management and the implications of generative AI. Our discussion also covers the most impactful sessions from the conference. Key highlights include Andrea Alliston's keynote on leadership amidst disruption, Jeff Rovner's presentation on succession planning, and Mark Smolik's perspective on aligning law firms with client needs. The consensus underscores the conference's comprehensive value for professionals across all levels of KM expertise. A significant aspect of the conference was the notable influx of newcomers to the KM field. Emphasizing the importance of foundational knowledge, Patrick DiDomenico notes that such conferences often attract a substantial proportion of first-time attendees. The provision of introductory content is pivotal for equipping these professionals for more advanced discussions in future gatherings. For our Crystal Ball Question, there is a unanimous agreement on the transformative potential of generative AI, foreseeing an increase in KM specialization, refined use cases, and enhanced emphasis on data curation. Nevertheless, mastering foundational KM practices, such as change management, is deemed essential for fully capitalizing on these technological advancements. The episode concludes with an optimistic outlook on the continuous growth and evolution in the field of KM. ⁠⁠⁠⁠Contact Us:  Twitter: ⁠⁠⁠⁠⁠@gebauerm⁠⁠⁠⁠⁠, or ⁠⁠⁠⁠⁠@glambert⁠⁠⁠⁠⁠Threads: @glambertpod or @gebauerm66Email: geekinreviewpodcast@gmail.comMusic: ⁠⁠⁠⁠⁠Jerry David DeCicca⁠⁠⁠⁠

On this day in legal history, August 16, 1918, Lothar Witzke was convicted of espionage in the United States on behalf of Germany and became the first German spy convicted during World War I. Lothar Witzke was a junior officer in the German Imperial Navy during World War I, who became a spy and saboteur in the United States and Mexico. After escaping internment in Chile, he reached San Francisco in 1916 and began sabotage activities with another agent, Kurt Jahnke. They were involved in various missions, including suspected connections to significant explosions, though later investigations ruled out their involvement in some cases. Witzke was arrested in 1918 near the Mexican border, convicted, and sentenced to death, but his sentence was commuted to life imprisonment by President Woodrow Wilson. After an act of heroism in prison and diplomatic pressure from Germany, he was pardoned and released by President Calvin Coolidge in 1923. Upon his return to Germany, Witzke was decorated with the Iron Cross and later served in the Abwehr, or German military intelligence, during World War II. After the war, he became a member of the Hamburg Parliament, representing the German Party from 1949 to 1952.Donald Trump may have a 40 point lead ahead of DeSantis in the GOP primary, and Chris Christie may have overtaken the Florida governor in early New Hampshire polling, but among one demographic DeSantis seems to have the edge over all other Republican candidates–lawyers. According to a report by Bloomberg Law, Ron DeSantis has a significant advantage over Donald Trump in campaign donations from lawyers, leading with a 6-to-1 ratio. As of the end of June, DeSantis had received over $1.3 million from individual lawyer contributions, compared to just under $200,000 for Trump. DeSantis's background includes a Harvard Law School education and time as a U.S. Navy lawyer, while Trump has been known to criticize and even sue attorneys. Many larger law firms seem uncomfortable supporting Trump, contributing to DeSantis's advantage.DeSantis's fundraising from lawyers has also surpassed other GOP primary candidates, including former Governor Nikki Haley and Senator Tim Scott. His campaign haul includes significant contributions from elite law firms like Sullivan & Cromwell. DeSantis's support in Republican legal circles also includes several high-ranking Trump Justice Department officials and lawyers from Jones Day.While DeSantis leads in lawyer contributions, he still trails Trump by double digits in state and national polls. Some political analysts question whether DeSantis's momentum will continue, especially as his campaign has faced staff shakeups and strategy shifts. Meanwhile, Trump's campaign, powered by small-dollar donors, has raised over $50 million between January and June. Contributions from the legal industry have historically favored Democrats, with President Joe Biden out-raising DeSantis among lawyers so far this year with $1.5 million.DeSantis Crushes Trump in Cash from Lawyers Seeking AlternativeDavis Polk & Wardwell, a prominent law firm, has signed a 25-year lease extension to expand its Midtown headquarters in Manhattan, adding 30,000 square feet to its current space at 450 Lexington Ave. This deal increases the firm's footprint to 700,000 square feet, making it the largest commercial space leased in New York City in 2023, as announced by the building's landlord RXR Realty. The firm's managing partner, Neil Barr, emphasized that the expansion reflects the firm's growth strategy.Davis Polk has been proactive in moving back to in-office work after the pandemic and is requiring its lawyers and business services personnel to be in the office Monday through Thursday after Labor Day. The building, located near Grand Central Terminal, will undergo a $300 million renovation, including private outdoor terraces for Davis Polk and new gathering spaces.The firm's lease renewal comes amid a challenging time for Manhattan's commercial real estate market, with available office space reaching an all-time high in the second quarter of 2023. Financial and legal services have dominated the leasing transactions, with Davis Polk's lease being a significant highlight. Other law firms like Wachtell, Lipton, Rosen & Katz, Paul Hastings, and Sheppard Mullin have also renewed or expanded their New York footprints this quarter.Davis Polk Inks Manhattan's Biggest Office Lease of 2023 (1)A Delaware judge has ruled that the fair value of Pivotal Software Inc.'s shares at the time of its 2019 go-private merger with VMWare Inc. was $14.83 per share. This ruling came in an appraisal suit brought by Pivotal's former investors, who argued that the shares should have been worth $20, while Pivotal sought a valuation closer to $12. Chancellor Kathaleen St. J. McCormick arrived at the fair value figure by averaging two valuation methods suggested by the parties. The court's decision also clarified that the deal price does not provide a cap on fair value, emphasizing the importance of strong procedural protections for minority stockholders.Ex-Pivotal Investors Lose $20 Share Valuation Bid in VMWare DealThe American Bar Association (ABA) is considering a new rule that may require law schools to adopt free speech policies. This change comes after several incidents where students disrupted controversial speakers on campuses. The ABA's Council of the Section of Legal Education and Admissions to the Bar will consider a rule mandating "written policies that encourage and support the free expression of ideas." Schools would develop their own policies, but they must protect the rights of faculty, staff, and students to communicate controversial ideas and ensure robust debate.The proposed rule emphasizes that becoming an effective advocate requires learning civil discourse, even in disagreement, and that concerns about civility should not justify barring controversial discussions. While ABA's law school standards have covered academic freedom for faculty, this proposal would be the first to address free speech for the entire law school community.Prominent U.S. law schools have faced criticism for handling student protests against conservative speakers, leading to apologies and mandated free speech training at institutions like Stanford. Yale Law School also strengthened its commitment to free speech after disruptive incidents. The proposed rule would allow restrictions on unlawful expression, defamatory speech, threats, harassment, or unjustifiable invasions of privacy, and would enable reasonable regulation of the time and manner of expression. The council is set to vote on Friday on whether to send the proposed rule for public notice and comment, and further revisions are anticipated.ABA weighs new free speech rule for law schools | ReutersA federal appeals court has refused to revive a lawsuit by longtime umpire Angel Hernandez, who accused Major League Baseball (MLB) of racial discrimination. The 2nd U.S. Circuit Court of Appeals in Manhattan rejected Hernandez's arguments in a 3-0 decision, stating that the league's promotion practices, including its failure to promote him to crew chief, did not reflect unfair treatment of minorities. Hernandez, an MLB umpire since 1993, claimed he had been discriminated against after being passed over for crew chief five times between 2011 and 2018. He also cited a "history of animosity" with Joe Torre, MLB's chief baseball officer at the time of the lawsuit. The court found that Hernandez failed to show a statistically significant disparity in promotion rates, despite a "bottom-line imbalance" between white and minority crew chiefs. It also rejected Hernandez's claim that the judge erred in accepting MLB's reasons for not promoting him, which included a missed call and an "overly confrontational style." The court upheld the March 2021 dismissal of the lawsuit, and lawyers for Hernandez did not immediately respond to requests for comment. In 2020, MLB named its first black and Hispanic crew chiefs born outside the United States.Major League Baseball umpire loses appeal of discrimination lawsuit | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

This is a free preview of a paid episode. To hear more, visit davidlat.substack.comMany readers of Original Jurisdiction, who subscribed to this newsletter because of my coverage of free-speech controversies at law schools, are deeply interested in—and firmly committed—to the First Amendment and free speech. If you're one of these readers, then you'll enjoy my latest podcast episode: a conversation with Professor Nadine Strossen, one of our country's leading scholars—and staunchest defenders—of civil liberties, including but not limited to free speech.From 1991 to 2008, Nadine served as President of the American Civil Liberties Union (ACLU). She taught constitutional law for many years at New York Law School, where she was the John Marshall Harlan II Professor of Law, and she is the author of Hate: Why We Should Resist It with Free Speech, Not Censorship (2018). Her latest book, Free Speech: What Everyone Needs to Know, will be published this fall.In our conversation, Nadine and I discussed her fascinating family background, including the fact that her father was a Holocaust survivor; her early legal career, which included time at Sullivan & Cromwell; and her assessment of the state of free speech in the United States today, which faces threats from both the right and the left. We also engaged in a debate in which I played the role of devil's advocate, presenting what I think are the strongest arguments for speech restrictions—and Nadine eloquently defended free expression and open discourse, as she has done for decades.I'm so grateful to Nadine—for joining me on the podcast, and for all her work over the years in defense of free speech and other core civil liberties. You can listen to the podcast via the embed at the top of this post or your podcasting platform of choice.Show Notes:* Nadine Strossen bio, New York Law School* Nadine Strossen profile and recent writings, Foundation for Individual Rights and Expression (FIRE)* The First Amendment Is the Greatest Defense for the Powerless and Marginalized, by Jacob Mchangama and Nadine Strossen for the Daily Beast* Make Freedom of Speech Liberal Again, by Tunku Varadarajan for the Wall Street JournalPrefer reading to listening? For paid subscribers, a transcript of the entire episode appears below.Sponsored by:NexFirm helps Biglaw attorneys become founding partners. To learn more about how NexFirm can help you launch your firm, call 212-292-1000 or email careerdevelopment@nexfirm.com.

In this episode of S&C's Critical Insights, Juan Rodriguez, Co-Head of S&C's European Competition Group and the Firm's Antitrust Group, and associate Marielena Doeding discuss the European Court of Justice's ruling in the Fiat case and its implication for future state aid investigations. This landmark judgment—in which the Court of Justice annulled a General Court judgment and European Commission decision –clarified the parameters under which the Commission may investigate individual tax rulings under state aid rules. Although the judgment reaffirms that the Commission may investigate tax measures for compliance with state aid rules, in doing so, it cannot apply its own version of the arm's length principle to tax measures; in particular, it cannot apply the arm's length principle to tax measures in jurisdictions unless – and then only to the extent that – the law of the jurisdiction incorporates that principle. Instead, the Commission must carefully consider national tax rules to assess whether or not a measure confers a selective advantage for state aid purposes. Sullivan & Cromwell represented Fiat in this litigation. 

Paul Pittman is the founder and executive chairman of Farmland Partners, a publicly traded real estate investment trust (REIT) that purchases, leases, and manages high-quality farmland throughout North America. Paul grew up in a farm family and has been buying and operating farms since the mid-1990s. Many of his farmland assets in Illinois, Nebraska, and Colorado were contributed to Farmland Partners Inc. at the time of its initial public offering in 2014. Paul has served as the company's Chairman since that time, and he remains one of its largest shareholders. He was the company's CEO until February 2023. Before devoting full attention to his farming and farmland ownership businesses, Paul was the CFO of Jazz Technologies, a publicly traded semiconductor foundry. Prior, he started TheJobsite.com, which merged into HomeSphere, an enterprise software company where Paul served as President. Paul has worked as an investment banker in London, New York, and San Francisco, specializing in mergers and acquisitions with Merrill Lynch, Wasserstein Perella & Co, and ThinkEquity. He began his career as an attorney with Sullivan & Cromwell.  Connect with Farmland Partners Website | LinkedIn

Corporations are engines of progress and prosperity, directly influencing the quality of life of the general public while sometimes recklessly pursuing profit at the expense of us all.William joins Greg for a nuanced examination of the modern economy's central institution, its origins in the Roman Republic, where corporations were designed to promote the common good, their role in mediating influence between the tyranny of government and the populace, their flaws, and the cultural shift to turn increasingly to corporations to solve society's biggest problems rather than the public sector.William Magnuson is an associate professor at Texas A&M Law School. Previously he taught law at Harvard, worked as an associate in Sullivan & Cromwell, and as a journalist in the Rome bureau of the Washington Post. He is the author of Blockchain Democracy: Technology, Law and the Rule of the Crowd, and has written for numerous leading publications including Harvard Business Law Review, Stanford Journal of Law, Business and Finance, and the Wall Street Journal.*unSILOed Podcast is produced by University FM.*Episode Quotes:Creating corporations then vs. now15:27: Today, if you want to create a corporation, I could log on right now and form a corporation within the next five minutes, and I could include in my charter a provision that would say my purpose is all purposes that are legal. Now that's a remarkable change. It used to be you had to go in front of a sovereign and ask them for permission and show why you were going to be good for the state. Nowadays, you can just create immediately.25:55: It's hard to deny that the sole, single-minded pursuit of profit sometimes, maybe even often, leads to harm to society.The cultural shift in the way we view corporations16:22: There's been a cultural shift in the way that we view corporations. It used to be, we thought of them as a tool, right? This tool would be used to promote the common good through the pursuit of commercial endeavors. All right? You had to justify yourself to the sovereign. Nowadays, we don't think of that.Who influences your life today? The government or corporations.12:00: You think about who influences your lives more today. Is it the government, or is it a corporation? Most people spend eight to nine hours a day working for corporations. Most people are not doing that for the government. That gives you a pretty clear indication of the importance of corporations today.Show Links:Recommended Resources:Barbarians at the Gate: The Fall of RJR NabiscoAdam SmithGiovanni di Bicci de' MediciLudovic PhalippouGuest Profile:Faculty Profile at Texas A&M Law School Professional Profile on LinkedInHis Work:For Profit: A History of CorporationsBlockchain Democracy: Technology, Law and the Rule of the Crowd

After weeks, if not months, of speculation, Genesis has finally filed for Chapter 11 bankruptcy protection, citing more than $5.1 billion in liabilities. On today's episode, NLW looks at the implications of the filing plus the battles to come. He also covers the FTX hearing on the suitability of representation by Sullivan & Cromwell.     Enjoying this content?   SUBSCRIBE to the Podcast Apple:  https://podcasts.apple.com/podcast/id1438693620?at=1000lSDb Spotify: https://open.spotify.com/show/538vuul1PuorUDwgkC8JWF?si=ddSvD-HST2e_E7wgxcjtfQ Google: https://podcasts.google.com/feed/aHR0cHM6Ly9ubHdjcnlwdG8ubGlic3luLmNvbS9yc3M=   Join the discussion: https://discord.gg/VrKRrfKCz8   Follow on Twitter: NLW: https://twitter.com/nlw Breakdown: https://twitter.com/BreakdownNLW - Join the most important conversation in crypto and Web3 at Consensus 2023, happening April 26–28 in Austin, Texas. Come and immerse yourself in all that Web3, crypto, blockchain and the metaverse have to offer. Use code BREAKDOWN to get 15% off your pass. Visit consensus.coindesk.com. - “The Breakdown” is written, produced by and features Nathaniel Whittemore aka NLW, with editing by Rob Mitchell and research by Scott Hill. Jared Schwartz is our executive producer and our theme music is “Countdown” by Neon Beach. Music behind our sponsor today is “Swoon” by Falls. Image credit: ZargonDesign/Getty Images, modified by CoinDesk. Join the discussion at discord.gg/VrKRrfKCz8.

H. Rodgin Cohen, the senior chair of Sullivan & Cromwell and the country's preeminent bank lawyers, talks about how heightened regulatory scrutiny of M&A is impacting the industry, whether some banks are “too big to manage,” the Fed's plans to raise capital, and the dire need for crypto regulations.

Ericsson anlitar Sullivan & Cromwell för att se huruvida man skall behöva försvara sig i domstol mot anhöriga till amerikanska terroroffer efter mutskandalen till ISIS... Det är ju ej första ggn ur ett historiskt perspektiv direkt! Vet inte riktigt hur den massmediala optikskapande opinionsbildningen kan bli mycket mer tydlig... Känns som att Calles föreläsningar ligger till mall för den globala folkbildningen numera! De Fria är en folkrörelse som jobbar för demokrati genom en upplyst och medveten befolkning! Stöd oss: SWISH: 070 - 621 19 92 (mottagare Sofia S) PATREON: https://patreon.com/defria_se HEMSIDA: https://defria.se FACEBOOK: https://facebook.com/defria.se

In this ninth episode, Jack talks with Jeff Wall. Jeff is a partner with Sullivan Cromwell, which has offices in Washington, D.C., and New York, and is head of the Supreme Court and Appellate practice. Before rejoining his current firm, Jeff served in the office of the Solicitor General of the United States as the deputy principal deputy for two years. For two years, he actually served as the acting Solicitor General. Jeff has argued 30 cases before the Supreme Court as part of the Solicitor General's Office, as well as in private practice. After graduating from law school, Jeff clerked for Associate Justice Clarence Thomas of the Supreme Court. Listen to this episode as Jack discusses with Jeff about his journey of choosing to go to law school to arguing cases before the Supreme Court.Learn more about Jeff along with our other guests on the third season of our podcast on my website at jackwwilliams.com/podcast.

The slowdown in bank dealmaking in 2022 could reverse course in 2023 as institutions gain greater clarity over emerging liquidity and credit pressures and the regulatory environment, according to some of the most active investment bankers and attorneys focused on deals in bankland. The group, which featured the heads of investment banking from Keefe Bruyette & Woods and Piper Sandler and veteran attorneys from Sullivan & Cromwell, delivered that message during a recent webinar hosted by S&P Global Market Intelligence. The episode features highlights from that discussion, where the advisers said that transactions — either in the form of whole bank acquisitions or capital raises that bolster balance sheets — could pick up next year as banks gain a better understanding of the regulatory environment, liquidity pressures and the potential for notably for higher loan losses.   Access the full webinar here: https://pages.marketintelligence.spglobal.com/Bank-M-A-Outlook-When-Will-the-Cool-Front-End-Registration-October-2022.html?utm_source=ON24reg

VLOG: After BitMEX Arthur Hayes sentenced to six months home confinement then international travel for not having an anti-money laundering program, stand-up in front of @SDNYLIVE courthouse: BitMEX Arthur Hayes Gets 6 Months At Home Then Travel In 2 Years Probation For No AML By Matthew Russell Lee, Patreon BBC - Guardian UK - Honduras - ESPN SDNY COURTHOUSE, May 20 – Four executives of the Bitcoin Mercantile Exchange or BitMEX were criminal defendants for violations of the Bank Secrecy Act. On February 24, with no notice, a guilty plea. Back on October 13, 2021 U.S. District Court for the Southern District of New York Judge John G. Koeltlt held a proceeding. Inner City Press covered it, below. On May 20, after Hayes pleaded guilty, he was sentenced - to two years probation, the first six months of which are home confinement with location monitoring. Inner City Press live tweeted it here: OK - sentencing of BitMEX's Arthur Hayes begins @SDNYLIVE . He wants probation; US wants more than a year. Inner City Press has been covering the case (& much else crypto) and, after scoping out Hayes' crowd, will live tweet Judge Koeltl: What's the nature of the fine? Hayes' lawyer: We've paid $10 million to the CFPB. So Paragraph 62 should include that. Assistant US Attorney: That's correct, your Honor. Hayes' lawyer Benjamin: Probation rejected some of our suggestions. But we're OK with it - no objections at this time. Judge Koeltl: OK, I'll listen to your argument. Hayes' lawyer: It is a privilege for us to serve Arthur Hayes. His mother from Buffalo is here. Hayes' lawyer: The plea agreement is for 6 to 12 months. We are asking for probation with no home confinement and for Mr. Hayes to return to his home in Asia. We disagree with the government. Mr. Hayes has already suffered collateral consequences. Hayes' lawyer: The government agreed to six to twelve months - but now they are asking for more. They argue that the law is too lenient, in applying the Bank Secrecy Act to crypto-currency... There was a lack of regulatory guidance. Judge Koeltl: The defendant pleaded guilty to willfully having violated the Bank Secrecy Act. He knew he was serving US residents. Go ahead. Hayes' lawyer: The point is, the violation is not having an AML program. Mr. Hayes is a charismatic leader. Hayes' lawyer: Let me tell you about Mr. Hayes' love for his mother, some of it cannot be spoken of here. Mr. Hayes went to China and feel in love with Asia. He worked at Deutsche Bank and Citi then into crypto currency. He was a pioneer. Hayes' lawyer: We have a letter from the Jackie Robinson Foundation. Let me read from it: "Arthur is open minded." The government seeks to belittle this. Mr. Hayes accepts responsibility - he wishes he had had better controls and keep US persons off the platform Hayes's lawyer: He left Singapore to turn himself in. He lost his immigration status there. He's suffered significant reduction in the value of the BitMEX business. It was a classic start-up. He slept on a couch in Hong Kong. He focused on retail traders in China Hayes' lawyer: He moved to Shanghai and the business caught fire. He got a lawyer from BNP Paribas. He hired Sullivan & Cromwell and PriceWaterhouseCoopers on whether the company should have a KYC program. Hayes' lawyer: Yes, customers could lie to BitMEX and use a VPN to conceal where they were located. But we blocked many - we have the customer support tickets. The controls were not a meaningless scam. Hayes' lawyer: By London, the CTFC investigation was in the early stage. And BitMEX had no idea of the criminal investigation. Still BitMEX hired a former FBI agent. Judge Koeltl: Let me remind people in the gallery to keep their masks up. COVID number are up Hayes' lawyer: Anti-money laundering programs to do not prevent money laundering. This is not Silk Road. This is very different. Mr. Hayes wrote thoughtfu

In this episode, FIA honors the careers of four distinguished individuals from the cleared derivatives industry who were recently inducted into its Hall of Fame – Ken Raisler, a longtime Sullivan & Cromwell partner and derivatives law expert; Steve Sparke, an industry veteran who served at UBS and Marex; Steve Staszak, former director of clearing operations at CME; and Hiromi Yamaji, who helped to develop the derivatives operations at the Japan Exchange Group. (Hosted by FIA President and CEO Walt Lukken)

Imagine navigating the deterioration of the mortgage market in 2007 and facilitating the most high-profile transactions of the financial crisis. Then, imagine that it's March 2020, and you're leading the SEC as the COVID-19 pandemic upends the global economy.  This week's guest has chartered these choppy waters and emerged aiming the lessons of the past at our regulatory future. Jay Clayton served as the 32nd Chairman of the U.S. Securities and Exchange Commission and boasts a decades-long career at Sullivan & Cromwell, where he currently is a Senior Policy Advisor and Of Counsel.  Jay's career in law stemmed from an interest in business, a route that gave him access to major business decision-making moments. Despite his unexpectedly lengthy tenure at S&C, Jay—whose lineage is dotted with government officials—found himself appointed to lead the SEC by President Trump in 2017.  In this episode, Jay and Eric dive into the architecture of public and private capital markets and the challenging environment for retail investors. Jay speaks on the principles at the core of the Securities and Exchange Commission, particularly the importance of leveling the information playing field and rethinking the definition of an accredited investor. He reflects on the 2017 ICO craze and the precarious economic situation of the pandemic's early days. Jay shares insights into how to approach emerging financial products from a regulatory standpoint and the crucial question: Bitcoin…commodity or security?  (1:43) – Who is Jay Clayton? (2:29) – The early years (5:09) – Sullivan & Cromwell  (6:35) – Reflections on the financial crisis (9:28) – Arriving in Washington (13:41) – COVID-19's interruption (15:02) – Rethinking the rules (16:33) – Challenges for public companies (19:41) – The retail investor is missing out (22:45) – How can one qualify as an accredited investor? (24:10) – The architecture of the public markets (26:22) – New requirements (39:11) – What qualifies as a security? (31:57) – Bitcoin = commodity (33:52) – Predicting the crypto regulatory environment Eric Satz—entrepreneur, serial investor, lover of hot peppers— is the founder and CEO of Alto. The idea behind Alto was born out of a problem. Eric found a clear need to give people more control over their investments (and investment opportunities) in a simple, streamlined way and created Alto to make these opportunities available to all investors, not just the ultra-wealthy or institutional investors.  If you'd like to receive new episodes as they're published, please subscribe to The Altogether Show with Eric Satz in Apple Podcasts, Google Podcasts, Spotify, or wherever you get your podcasts. If you enjoyed this episode, please consider leaving a review in Apple Podcasts or Spotify. It helps others find the show. Podcast episode production by Dante32.

Imagine navigating the deterioration of the mortgage market in 2007 and facilitating the most high-profile transactions of the financial crisis. Then, imagine that it's March 2020, and you're leading the SEC as the COVID-19 pandemic upends the global economy.  This week's guest has chartered these choppy waters and emerged aiming the lessons of the past at our regulatory future. Jay Clayton served as the 32nd Chairman of the U.S. Securities and Exchange Commission and boasts a decades-long career at Sullivan & Cromwell, where he currently is a Senior Policy Advisor and Of Counsel.  Jay's career in law stemmed from an interest in business, a route that gave him access to major business decision-making moments. Despite his unexpectedly lengthy tenure at S&C, Jay—whose lineage is dotted with government officials—found himself appointed to lead the SEC by President Trump in 2017.  In this episode, Jay and Eric dive into the architecture of public and private capital markets and the challenging environment for retail investors. Jay speaks on the principles at the core of the Securities and Exchange Commission, particularly the importance of leveling the information playing field and rethinking the definition of an accredited investor. He reflects on the 2017 ICO craze and the precarious economic situation of the pandemic's early days. Jay shares insights into how to approach emerging financial products from a regulatory standpoint and the crucial question: Bitcoin…commodity or security?  (1:43) – Who is Jay Clayton? (2:29) – The early years (5:09) – Sullivan & Cromwell  (6:35) – Reflections on the financial crisis (9:28) – Arriving in Washington (13:41) – COVID-19's interruption (15:02) – Rethinking the rules (16:33) – Challenges for public companies (19:41) – The retail investor is missing out (22:45) – How can one qualify as an accredited investor? (24:10) – The architecture of the public markets (26:22) – New requirements (39:11) – What qualifies as a security? (31:57) – Bitcoin = commodity (33:52) – Predicting the crypto regulatory environment Eric Satz—entrepreneur, serial investor, lover of hot peppers— is the founder and CEO of Alto. The idea behind Alto was born out of a problem. Eric found a clear need to give people more control over their investments (and investment opportunities) in a simple, streamlined way and created Alto to make these opportunities available to all investors, not just the ultra-wealthy or institutional investors.  If you'd like to receive new episodes as they're published, please subscribe to The Altogether Show with Eric Satz in Apple Podcasts, Google Podcasts, Spotify, or wherever you get your podcasts. If you enjoyed this episode, please consider leaving a review in Apple Podcasts or Spotify. It helps others find the show. Podcast episode production by Dante32.

  1491 documents have been declassified CIA station in Australia List of cleared CIA assets Lawsuit to be filed against President Biden in California for failing to declassify all documents Documentary: JFK Unsolved: The Real Conspiracies This is based on Tink Thompson's new Last Second in Dallas Video: JFK Revisited Trailer Video: The first trailer of JFK Revisited Stream the documentary here (from within US only) Please write to the members of the Oversight Committee Part B: Bill Kelly; beginning at 22:05 Bill's blogs: www.jfkcountercoup.blogspot.com and www.jfkcountercoup2.blogspot.com Bill Kelly's 2021 CAPA Conference Presentation on Gene Wheaton and Carl Jenkins Watch Bill Kelly's presentation here (password: BK2021) The Iran-Contra affair Felix Rodriguez, author of Shadow Warrior Larry Hancock on the Wheaton Names Part C: Michael Le Flem; beginning at 50:22 Review of Greg Poulgrain's JFK vs Allen Dulles: Battleground Indonesia by Micheal Le Flem Book: JFK vs. Allen Dulles: Battleground Indonesia by Greg Poulgrain: Paperback, Kindle Kennedy's policies in Indonesia The Dulles brothers and the Sullivan-Cromwell law firm The Non-Alignment Movement (NAM) Video: "Either you are with us, or you are with the terrorists" - George Bush Full text of JFK's Algeria speech in the Senate, 1957 Greg Poulgrain interviewed on Black Op Radio: Episodes 1019, 1003, 821, 792 All articles by Michael Le Flem at kennedysandking Review of Stephen Kinzer, Poisoner in Chief: Sidney Gottlieb & the CIA Search for Mind Control by Michael Le Flem  

Ankur Rungta is co-founder, chief executive officer and board member of C3 Industries Inc. Under his leadership and through his extensive investor network, the company has raised $25 million in capital with plans to employ more than 250 people by 2020. Ankur and his team have overseen the construction of three award-winning cannabis flower cultivation and processing facilities in Oregon, Michigan and Massachusetts, and enjoy a large portfolio of retail cannabis locations across the country. The Company produces the highest quality indoor cannabis flower and extracted products in the nation. Ankur is also a co-founder and current board member of Nickel City Pictures, a film and television production company based in Los Angeles and New York City that has produced such box-office hits as “John Wick 2,” “November Man,” and “Mother's Day,” among others. Prior to starting these companies, Ankur spent three years in the financial sector as an investment banker at Moelis & Company in New York, where he enjoyed much success with the firm's private equity affiliate. He also worked as a corporate attorney at Sullivan & Cromwell in New York, advising clients on security offerings, mergers & acquisitions, and transactional regulations. Ankur earned a Bachelor of Business Administration from Stephen M. Ross School of Business at the University of Michigan in 2004. He earned a Juris Doctor from the University of Michigan Law school in 2008, when he graduated Magna Cum Laude and Order of the Coif. He was a Presidential Scholar Nominee, a National Merit Scholar Nominee and a Coca-Cola Scholar. In 2014, he was nominated to the Michigan Opera Theatre Board of Directors. He has taken an active role in the arts organization – he previously served on the Governance Committee and was recently elected Vice Chairman of the Board, the youngest person ever to hold that position. Ankur is also a dedicated family man. He and his wife, who were law school sweethearts, reside in Ann Arbor, Michigan, with their two children. He enjoys traveling, spending time with his family, playing basketball, watching college and professional sports, and keeping up with current events and politics. Ankur was born in Columbus, Ohio, and grew up in Buffalo, New York. He and his younger brother, Vishal Rungta, co-founded Nickel City Pictures and Redacted Entity and have enjoyed working together for the past 5+ years.   Connect:   Ankur Rungta on LinkedIn Ankur's @ C3 Industries   Y Scouts is a leadership search firm that finds purpose-aligned and performance-proven leaders to help organizations achieve their missions faster. Ready to supercharge your leadership search and get the right person in your organization? Contact Y Scouts.

Dagens PS kunde den 13 November 2013 rapportera om hur inkassoföretaget Lindorff inte betalat ett öre i svensk bolagsskatt sedan Investor gick in som delägare år 2008. Trots att det totala rörelseresultat 2009-2012 uppgick till drygt 800 miljoner kronor. Även Gambro har enligt SvD effektivt lyckats undvika skatt under tiden som Investor varit ägare. Bolaget köptes ut från börsen år 2006 tillsammans med riskkapitalbolaget EQT. ”Det finns fortfarande andra värden än skatt som ett bolag bidrar med. Det är bland annat sociala kostnader och arbetstillfällen”, säger Johan Bygge, verksamhetschef på EQT och före detta finanschef på Investor, till tidningen. Investor skriver på sin webbsida att bolaget ”strävar efter att vara en god samhällsaktör”. ”Vår ambition och vårt ansvar innefattar en rad områden, såsom miljö, mänskliga rättigheter och arbetsvillkor. Det inkluderar även ett åtagande och ansvar att bidra till samhället i stort. I snart 100 år har vi agerat som ett ansvarsfullt företag och ägare”, skriver investmentbolaget. Investors vd Börje Ekholm lägger locket på men kommunikationschefen Stefan Stern skriver i ett mail till SvD-redaktionen att Investor bara följer lagen. ”Investor verkar alltid inom de ramar som fastställs av riksdag och regering”, säger Stern, som tidigare var vice partisekreterare hos Socialdemokraterna. SvD Näringslivs reporter Jacob Bursell konstaterar att Investor å ena sidan ägnar sig åt både CSR och hållbarhetsredovisning. Å andra sidan har bolaget, som Bursell uttrycker det, ”förvandlat Blaiseholmen till ett skatteparadis i klass med Guernsey”. ”Så länge bolaget gör ett nummer av att vilja bidra till samhället i stort, förblir det en öppen fråga om det är långsiktigt begåvat”, skriver han. Bananrepublik: Bananrepublik är en informell nedsättande benämning på land som uppfyller flera av följande kriterier: * Beläget i tredje världen, ofta i Latinamerika, * Beroende av en enda exportvara, eller ett fåtal, i allmänhet en jordbruksprodukt * Mer eller mindre korrumperad regering, ofta en militärjunta * Omfattande ekonomiskt och politiskt inflytande från utländska stater och/eller företag * Låg levnadsstandard för majoriteten av folket. Den ursprungliga bananrepubliken var Honduras. Termen myntades 1904 av humoristen O. Henry. Bananer har att göra med United Fruit Company, som var ett amerikanskt företag med politiskt inflytande främst i Centralamerika. Att företaget hade advokatfirman Sullivan & Cromwell och ingen mindre än John Foster Dulles som företrädare och som specialierat sig på kolonialväldesjuridik kan ju vara värt att nämna i sammanhanget... Det var väl för övrigt samma advokat som företrädde Wallenberg i Boschaffärsskandalen efter andra världskriget? När plundring blir till en livsstil för en grupp individer inom ramen för ett samhälle, skapar de med tiden åt sig själva ett rättssystem som auktoriserar det och en moralisk kod som glorifierar det. //Frédéric Bastiat #CarlNorberg #DeFria #RealNews De Fria är en folkrörelse som jobbar för demokrati genom en upplyst och medveten befolkning! Stöd oss: SWISH: 070 - 621 19 92 (mottagare Sofia S) PATREON: https://patreon.com/defria_se HEMSIDA: https://defria.se FACEBOOK: https://facebook.com/defria.se

Stefanie Marrone is a consultant for law firms of all sizes as well as B2C and B2B companies. She brings almost 20 years of legal marketing experience to the table, working for notable firms such as Sullivan & Cromwell and Morrison & Foerster over the years. Before she switched over to full-time consulting, her last position was the Director of Business Development and Marketing at Tarter Krinsky & Drogin LLP. Stefanie has also spent much of her career as a prolific writer, getting her start as an Assistant Articles Editor at Redbook Magazine. She continues to write for her popular blog, The Social Media Butterfly, where she talks about issues facing lawyers and legal marketers today. In this episode: How important is your presence on LinkedIn? For many law firms, social media is not a priority. Other forms of marketing receive all of the attention while their LinkedIn profiles fall to the wayside. Some law firms can do well without it, but many are struggling to find ground. A strong social media presence can not only make your firm more approachable, but it can open new demographics that were once inaccessible. It's a Swiss Army knife of a marketing tool that is too often ignored. If done right, your LinkedIn output can transform your law firm. This is the approach of Stefanie Marrone, a legal marketing consultant who knows how to get results. Want to find out more? Michelle Calcote King hosts Stefanie Marrone to find out her approach to improving your law firm's LinkedIn profile. Together they go over the full process, from how often you should post to creating multimedia content to LinkedIn groups and more. Stefanie goes into detail on her story and how she found success on her own LinkedIn page. They even find time to discuss the specific content that performs well on the website. Learn all of this and more on this episode of the Spill the Ink! podcast!

Jennifer Simpson Carr goes on record with Christopher Stewart, VP & Assistant General Counsel at AIG Investments and former Notre Dame football player, to discuss what inspired his passion for law, how he balanced the demands of football and law school, how he leverages his legal experience to support passion projects, and what advice Christopher would give himself as a first-year associate. Learn More Chris is a Vice President-Assistant General Counsel for AIG Investments in New York, New York. Prior to his role in-house, Chris worked as a corporate associate at both White & Case and Sullivan & Cromwell where is practice focused on financing and developing various transactions in the telecommunications, infrastructure, and oil and gas industries. He has acted for many of the world's largest institutions and corporate entities in several international commercial transactions and has experience advising such clients on various M&A, Private Equity, and Capital Markets related matters. Chris graduated from Notre Dame Law School. During his 1L year, Chris was credited as being the only law student in the country to play major Division I college football simultaneously, and prior to graduating from Notre Dame Law School, Chris enjoyed an abbreviated career as an Offensive Lineman in the National Football League. Chris also received his Bachelor of Arts Degree from the University of Notre Dame.

Intro.(1:40) - Start of interview.(2:08) - Chris's "origin story": he grew up in East Greenwich, Rhode Island, but has spent most of his adult life in NY or outside of DC. He started out as a derivatives trader right out of college. Then he went to law school. After law school, he joined White & Case and later Sullivan & Cromwell to focus on M&A transactions. In the late 1990s (during the "dot com" era), he joined Bear Sterns as an investment banker in the tech group.(7:40) - On his move to join ISS in a newly created role as director of M&A research, in the midst of the HP-Compaq merger. "I think I was hired originally as a CYA sort of process." "But I happened to arrive at the onset of what I think was the beginning of the modern age of hedge fund activism in 2004 (Bill Ackman had just formed Pershing Square, Nelson Peltz started Trian, Jeff Smith with Starboard Value, etc.). It was perfect timing and fortuitous."(10:54) -  On how ISS makes its voting recommendations on contested M&A and activist campaigns, and how the first thing he did at ISS was to create a framework to deal with contested M&A situations and proxy fights for board seats. The framework is still being used today by the ISS Special Situations Team. Institutional investors needed this guidance.(15:53) - On how he grew the ISS Special Situations Team over time, with people experienced on public companies. Very different team than those of say-on-pay proposals or other more junior analysts. "The way I thought about it was the moment I pressed the button of recommendation, if I had all my retirement money on that one specific stock, how would I vote after I had the inside look."(20:34) - On the importance of the ISS vote: "Depending on the make-up of the share register, between 20-30% of the share register is going to be at least influenced by the ISS vote, in particular if Glass Lewis has the same recommendation."(21:52) - On his transition from ISS to Credit Suisse ("after 7 proxy seasons at ISS"). He joined CS to start a dedicated contested situations team on the corporate advisory side: "Today almost every bank has a dedicated team but back then it was only Goldman Sachs." "Banks do not represent activists, the market has dictated that. If you cross that Rubicon, the competition will use that against you. I personally think that is shortsighted, it may change over time. Just like banks did not represent hostile bidders in M&A, until they did."(27:19) - On his current role at Jefferies. "It's a growing platform seeking to capture market share for public company M&A." We have a team of 5 people dedicated solely on hostile M&A, contested "friendly" M&A transactions and activism defense.(30:00) - His take on the current proxy season, including Engine No.1's successful proxy fight with Exxon Mobil: "I've seen a lot of events that were deemed landmark, and Exxon could indeed be deemed a landmark situation. I know Charlie Penner (from his time at Jana Partners) and I knew that Engine No.1 wouldn't wage a proxy fight based on [Jana's 3Vs template], where one of those Vs is having the necessary votes...In addition, Exxon Mobil had been considered a pariah at least since the mid-2000s,  due to its refusal to engage with major investors and proxy advisors. These factors plus a period of under-performance by Exxon meant that Engine No.1 picked the right target [and they ran a very good campaign]."(34:33) - But for Chris, the hard part for Engine No.1 is what's next: now that they have 3 board members at Exxon Mobil, will they deliver on their promises? Chris is reminded of the case when he supported Nelson Peltz at Heinz (at the time a landmark proxy fight on a board election contest). Jeff Smith gave an interview about the Engine No.1 proxy fight and he brought up the Darden case, the first time an activist had succeeded in replacing an entire board of a Fortune 500 company (and they performed fairly well thereafter). "Let's see what we will be saying three years from now about the Exxon proxy fight, will Exxon change and if they do, will the results be good and driven by Engine No.1?"(37:00) - On the rise of global M&A and PE. "There hasn't been a ton of messy M&A, but we are starting to see more." On companies going private: "it's an inventory problem, more and more companies are leaving the public markets." In the UK, there is a national angst over the raiding of their companies (it's easy to take-over companies in the UK).(39:59) - On public vs private markets. "The private market is growing much faster than the public markets." On dual-class stock. On the different cultures in Silicon Valley and Wall St: "it depends on your story, if there is a story of value creation and people believe in the management and the board, they may sacrifice their own rights [to get a piece of the action]. The problems will arise as the company matures and under-performs with those structures [such as with dual class shares], but then you can always get rid of them later." The question he asks of his capital market colleagues: "Do people love this company? Is it oversubscribed? To what level? To some degree you don't have to give public investors anything. Money talks." Just like with shareholder activism: "It's where people have lost money, or money has been 'dead money' is when they start to get anxious and agitated about the people running the company." "Share price performance is the best defense, it's the first thing that I have in the book for boards of directors." "But almost every company at some point,  even the great companies, will have something hit them and that's when they are vulnerable. If they can fix it quickly then they're out, but if it sits there for 2-3 years [in the case of Exxon it was multiple years], then they become vulnerable."(45:56) - On the positive and negative sides the SPAC trend: "The real reckoning will only be known in 2023 when a huge number of these SPACs will have to deliver on their acquisitions." "The future of this market will depend upon will there be more success stories than failures and how they will be covered in the media and other outlets. The jury is still out."(49:41) - On the sustainability and ESG trend: "I don't know if it will maintain its current level of importance." "[It reminds me] of the overcrowded trade from back in my day as a derivative trader in the dot com mania peak. With ESG it seems like the same thing: the buzz over the last few years has created a tremendous flow into ESG focused funds. But there is a difference between saying that ESG creates outperformance or if it mitigates risk (the latter almost everyone agrees)." "What's interesting to me is that there are already three hedge funds that are focused on ESG strategies: Engine No.1, Impactive Capital (founded by Lauren Taylor Wolfe) and Inclusive Capital Partners (Jeff Ubben)." "There are also more companies supporting shareholder proposals (instead of opposing them)." "After the Exxon proxy fight, directors realize that they may be taken out by sub 1% shareholders."(57:48) - The book that has greatly influenced his life:For Whom the Bell Tolls (1940), by Ernest Hemingway. "It mostly taught me about the economy of language, and the power of simple, stark, declarative sentences in the active voice."(58:56) - His mentor: his father.(59:52) - His favorite quotes: a mish mash of 'carpe diem', 'we're not promised tomorrow', 'live in the moment', don't stress over the past or obsess over the future', [they are all kinda the same thing] "but I try to wake up  every day and live that way, not only in the difficult times."(1:00:41) - An unusual or absurd habit that he loves: he's still a die-hard metal head. In college he had radio show and his moniker was "Dr Metal"!(1:01:37): The living person he most admires:  "To me it's the group of people that sacrifice for a greater good, whether it's the military, first responders, and particularly (most recently) essential workers, healthcare workers and others that let others live their lives (often under duress). To me that's inspiring."Christopher Young is the Global Head of Contested Situations at Jefferies, an investment banking firm headquartered in New York, with offices in over 30 cities around the world. Chris is an expert advisor to public company directors and senior management teams with respect to contested situations, including hostile M&A bids and responses, contested "friendly" M&A transactions and shareholder activism, including proxy contests for Board seats.If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter @evanepsteinLinkedIn https://www.linkedin.com/in/epsteinevan/ Substack https://evanepstein.substack.com/Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Milana Hogan of Sullivan & Cromwell shares her insights into the evolution of Professional Development in law firms, predictions for the PD community in 2019 and discusses success factors for women in large law firms, including grit and the value of a growth mindset. This podcast is produced by PLI, the Practising Law Institute, for PLI's PD Center. For videos and other resources tailored to the professional development community, please visit pli.edu/PDCenter.

Product Liability Litigation Trends: Sullivan & Cromwell partners Bill Monahan, who head’s the Firm’s Products Liability & Mass Torts Group and Tom White, a partner in the Firm’s Litigation Group speak with host Richard Levick of LEVICK about the trends in product liability litigation including arising issues in standing, personal jurisdiction, RICO hijacking, creative solution and what’s on the docket before the Supreme Court.

You have just been named global chief innovation officer for one of the world's largest law firms. Where and how do you start? That is one of the questions we put to Amol Bargaje, whom Mayer Brown named to that position on Feb. 9, 2021. Coming into this newly created role, Bargaje has plenty of experience on which to draw. He has been at Mayer Brown since 2018 as global director of IT Practice and Client Solutions, and was formerly chief innovation officer at Sullivan & Cromwell and chief information officer at Jenner & Block. Bargaje worked most of his career in IT leadership, but pivoted to focus on innovation in 2016 because he wanted to be in a role that put him shoulder to shoulder with the firm's clients. He joins host Bob Ambrogi to talk about what innovation means to him, why it matters for a firm and its clients, how he conceives and develops innovation initiatives, and what he sees as the most significant trends impacting his firm and the legal industry. Thank You To Our Sponsors This episode of LawNext is generously made possible by our sponsors. We appreciate their support and hope you will check them out. Paradigm, home to the practice management platforms PracticePanther, Bill4Time, and MerusCase, and e-payments platform Headnote. XIRA.com, where clients find, book and meet with attorneys; and where attorneys get free, fully integrated practice management software. Everlaw, the cloud-based ediscovery platform for law firms, corporations, and government agencies. TrustBooks, the only standalone accounting product designed 100 percent for attorneys and law firms. Law Insider, producer of the show Contract Teardown, where they analyze the contracts that others are talking about. A reminder that we are on Patreon. Subscribe to our page to be able to access show transcripts, or to submit a question for our guests.

John Reid-Dodick is the Chief People Officer at AlphaSense, a search engine for market intelligence that is leveraging AI to transform how decisions are made by the world’s leading corporations and financial institutions. In this role, JRD is focused on building a future-forward People Team to support the company’s ambitious growth while helping create an AI-infused culture that puts AlphaSense at the forefront of the future of work. JRD joined AlphaSense from WeWork, where from 2018 to 2020 he founded and led the company’s cultureOS business, helping companies think and act differently about culture and the role workplace plays in enhancing culture. Previously, he served as WeWork’s Chief People Officer from 2016 to 2018 while the company scaled four-fold to over 4,000 people in new markets across the globe. JRD served as Chief People Officer at Dun & Bradstreet (from 2014 to 2016) and at AOL (from 2011 to 2013). He joined AOL from Thomson Reuters, where he led human resources for Thomson Reuters Markets. Prior to that, he held senior human resources roles at Reuters in New York and London. An expert in leadership, talent, and organizational culture and change, JRD has led a number of initiatives that have received industry awards and been featured as best practice in books such as ​The Art of Action (2011); ​Leading Innovation​ (2006); and ​The Employer Brand​ (2005). The cultureOS, which JRD created with WeWork co-founder and Chief Culture Officer, Miguel McKelvey, is the subject of a Harvard Business School case study. JRD is also a frequent speaker at industry events, with a focus on culture, the future of work, and workplace modernization. JRD is a member of the Board of Directors for the HR Policy Association (the Association of Chief Human Resources Officers); serves on the Advisory Board for the G100 Talent Consortium; and is a Senior Advisor to the HR50. JRD previously served as a member of the Board of Directors for ​Axiom​, where he was Chair of the Compensation Committee. He is a member of the Board of Trustees for KIPP New Jersey, a network of public charter schools serving students in Newark, Camden, and Miami. A lawyer by training, JRD joined Reuters in 1995, serving as General Counsel for Reuters America from 1997 to 2000. Prior to Reuters, he was an associate with Sullivan & Cromwell and a law clerk for the Honorable Robert W. Sweet of the Southern District of New York. JRD graduated from Harvard Law School in 1988, where he was Managing Editor of the ​Harvard Law Review.​ He holds a Masters degree in Politics from New York University and a Bachelor’s degree in Political Studies from the University of Manitoba. JRD is married to his high school sweetheart, Darlene, and they have three children – Cassie, a senior manager with Accenture Strategy’s Talent & Organization practice; Jorie, a behavior specialist working with children on the autism spectrum; and Cody, a co-owner of ​Good Beans,​ a specialty coffee startup based in Amsterdam.

This Episode of Flashback Friday was originally published on March 8, 2012 Whether you’re trying to get a raise at your job, solve a relationship problem, or deal with a stubborn child, negotiating is a daily part of our lives, and every human interaction is affected by emotion and logic or rationalization. Jason Hartman interviews Stuart Diamond, the author of "Getting More: How to Negotiate to Achieve Your Goals in the Real World" on improving negotiating skills and interactions with others in order to “get more.” Stuart stresses the importance of making the human connection and finding the pictures in people’s heads, knowing them better in order to better meet their needs, which gives a person a more competitive edge and adds tremendous wealth to any deal. Emotions play a huge part in all interactions. “Emotions destroy negotiations because they distract people from their goals,” says Stuart. When people get emotional, they stop listening, and it becomes a priority to find out a person’s emotional temperature before proceeding on any deal. Stuart talks about key points in how people should treat one another, stating how people today have a lack of trust in one another and have a tendency to demonize one another rather than using simple solutions to solve conflicts. “Fighting is the last choice; not the first choice,” explains Stuart. Stuart Diamond has taught and advised on negotiation and cultural diversity to corporate and government leaders in more than 40 countries, including in Eastern Europe, former Soviet Republics, China, Latin America, the Middle East, Canada, South Africa and the United States. He holds an M.B.A. with honors from Wharton Business School, ranked #1 globally by The Financial Times where he is currently a professor from practice. For more than 90% of the semesters over the past 15 years his negotiation course has been the most popular in the school based on the course auction, and he has won multiple teaching awards. He has taught negotiation at Harvard Law School, from which he holds a law degree and is a former Associate Director of the Harvard Negotiation Project. He has directed a negotiation consulting firm in Cambridge, MA. Mr. Diamond is president of Global Strategy Group, which advises companies and governments on negotiating foreign investment and devising strategies, structures and marketing to compete effectively on an international scale: essentially the skills of planning and persuasion. He advises senior corporate and government officials on building internal coalitions and harmony to be more effective and competitive in an environment of constant change. He has analyzed competitive and persuasive strategies for organizations as different as Merck, Citibank, General Electric, BASF, Prudential, the Government of Colombia, a $16 billion petrochemical company in China and scientists in Ukraine. He advises U.S. and foreign companies on developing more effective communications and media relations, strategic focus, problem-solving, creative options, and persuading vendors and customers. He is an expert in cross-cultural negotiation and has advised on the subject to executives of some of the world's leading companies. He has consulted extensively for the United Nations. In a prior career Mr. Diamond, who also holds a B.A. in English from Rutgers University, was a journalist. He wrote extensively, including at Newsday and The New York Times, where he won the Pulitzer Prize as a part of a team investigating the crash of the space shuttle Challenger in 1986. He covered many major crises including the Bhopal chemical leak in India, the Three Mile Island nuclear accident in Pennsylvania and the Chernobyl nuclear accident in the former Soviet Union. He has written two books, two documentary films and more than 2,000 published articles, dozens on page one of The New York Times. He has appeared on Today and Good Morning America and lectured widely about the problems and prospects of emerging markets, and international business challenges in an environment of change. His new book on negotiation,Getting More, was published by Random House in December 2010, and became a New York Times Bestseller in January 2011. Mr. Diamond was an executive of a Wall Street energy futures brokerage firm, for which he negotiated a multimillion dollar sale. He has worked at the law firm of Sullivan & Cromwell and the investment bank of Morgan Stanley. He founded or directed entrepreneurial ventures in medical services and wireless technologies. He has advised on environmental regulations, privatization and intellectual property protection in emerging markets from Chile to Kuwait. He advised the President's office in Bolivia, Colombia and Nicaragua. He persuaded 3,000 people in the jungles of Bolivia to stop growing illicit coca and to start growing bananas exported to Argentina. He advises a variety of high technology companies and in 2000 played a lead role in putting together a $300 million merger of two high-tech companies that had been on the verge of litigation. He became the first chairman of the merged companies, Summus, Inc., listed on OTC. In 2004 he represented the borrower in completing the largest foreign-sourced commercial financing in the history of Ukraine, a $107.5 million Eurobond issue to finance commercial space ventures. In June, 2005, he became Chairman and CEO of Four Star Aviation of St. Thomas, in which he is a 50% owner. In 2006 he represented The N.Y Commodities Exchange in the successful negotiation of electronic trading rights with the N.Y. Mercantile Exchange. In 2008, he provided the process that enabled the Writer's Guild to settle their strike with the studios in Hollywood. Diamond has taught negotiation at the business schools of Columbia, NYU, USC, UCal/Berkeley, and at Oxford and Penn Law School, where he is an Adjunct Professor. Participants have included managers and executives from 51 of the Global 100 companies and 124 of the Global 500, including IBM, Microsoft, JP Morgan, Exxon, Honda, Hewlett Packard, Yahoo, G.E., Lucent, Japan Airlines, SAP, Prudential, and leaders from a broad range of disciplines, including medicine, law, high technology, manufacturing, energy, chemicals, politics, information, biotechnology, sales, mergers & acquisitions. He has taught extensively in executive programs at Wharton and elsewhere to very high ratings. LIVESTREAM: Sunday Morning, Coffee Tok (Talk) 11 AM EDT facebook.com/JasonHartman.com Meet The Masters Virtual: July 31 – August 2 JasonHartman.com/Masters  Guests: Ken McElroy, Sharon Lechter, Harry Dent, George Gammon, Sean Carroll Websites:  JasonHartman.com/Asset JasonHartman.com/Webinar www.JasonHartman.com www.JasonHartman.com/properties Jason Hartman Quick Start Jason Hartman PropertyCast (Libsyn) Jason Hartman PropertyCast (iTunes) 1-800-HARTMAN

Sullivan & Cromwell partners Frank Aquila, Scott Miller and Rita-Anne O'Neill discuss the impact of the COVID-19 pandemic on dealmaking, both in the short and long term. As companies adopt collaborative technology facilitating remote work, the social aspect of negotiating and executing transactions will clearly be impacted. Scott notes that the relationship-building element is critical among principles to the early stages of the transaction. Despite it becoming more complex to push deals through, dealmakers will grow accustomed to the new norm. Similarly, Rita explains that in-person negotiating sessions are key to developing relationships with management teams in the private equity space, and will pick up again once it is safe to travel. Looking ahead, Frank predicts that business leaders will use M&A as a tool, and although it will look different, M&A activity will be just as vital to the economic landscape as it was before. For more information, visit us at Sullcrom.com.

Aisling O’Shea of Sullivan & Cromwell describes the Airbus settlement that resulted in penalties totaling almost $4 billion and involved resolutions with U.S., UK and French authorities.

US LNG developers struggle more with permitting and politics than with raising debt, though banks are likely to be prodded to take on more merchant risk on future financings. In an episode recorded in March this year, Tom Nelthorpe talked to Michael Whalen, a managing director at Berkeley Research Group, and Inosi Nyatta, a partner at Sullivan & Cromwell

Dr. Farrell is back and takes on JFK: After the failed Business plot, did the Sullivan & Cromwell based Wall Street/CIA elite replace Wallace with Truman and murder Roosevelt, in a behind the scenes coup? Why did the Kennedy Brothers challenge them despite Papa Joe being one of them? Is Bormann's Nazi Brotherhood linked to them? How was shadow players in Argentina connected? What's the 7 factions behind the cover-up? What's the conspiracy theories about the Bomb plot against Hitler? Was Oswald connected to a Nazi spy network? Did JFK & Khrushchev plan a joint Space Program? And Jos okays a joint show with another guest...   :: :: :: ::   All programs are gratis & listener funded. Please consider supporting our work and help cover costs by donating, subscribing to our channel, liking & sharing our posts. Subscribing to our website (https://www.forumborealis.net/contribute) gives you direct access to all shows before public release + various bonus & backstage clips. Our shows are chronologically arranged in different series collected in separate playlists.   :: :: :: ::   * JFK & The United Putsch of America (Part 1 & 2) - A Conversation with Joseph Farrell (S01P13)   * © Forum Borealis. May not be reproduced in any commercial way.   * Guest: Professor Joseph Patrick Farrell (http://www.forumborealis.net/guests)   *Recorded: 09 January 2016   * Bumper music used with cordial permission from © Loopus.net   * This Program is part of our first series called TIMELINE OF A BREAKAWAY CIVILIZATION (http://www.forumborealis.net/series)                

The CFTC's newest enforcement advisory is an announcement that the CFTC is entering the FCPA enforcement space—but historically, this is a space that the DOJ and the SEC have enforced. What impact will the CFTC's entry into this crowded enforcement space have? Sullivan & Cromwell partners Katy McArthur and Aisling O'Shea discuss what this shift means for corporations. For more information, visit us at Sullcrom.com

There are new developments at the DOJ's Antitrust Division and the FTC – what are the changes, and what is their impact? Sullivan & Cromwell's Renata Hesse and Samantha Hynes discuss the changes, specifically model letters and timing agreements, in the first of the S&C Critical Insights three-part Antitrust series. For more information, visit us at Sullcrom.com

What can a company expect when they're faced with a products liability lawsuit? What should the first steps and considerations be? Sullivan & Cromwell partners Bill Monahan and Tom White discuss what companies should consider at the outset of a products liability litigation case in the latest episode of the S&C Critical Insights podcast. For more information, visit us at Sullcrom.com

New York City’s homeless youth population could fill Yankee stadium. . . twice.   Aaron Freiwald, Managing Partner of Freiwald Law and host of the weekly podcast, Good Law | Bad Law, is joined by Maria Foscarinis to discuss homelessness and poverty and the growing problem of homeless LGBTQ+ youth in our country.  Maria is devoting her career to using the power of the law to change this.   Maria started her career at the law firm of Sullivan & Cromwell, a large corporate law firm in NYC where she had the opportunity to do pro bono work representing homeless families. After working with these families and seeing first hand the impact she was having on them, she decided to leave the law firm and establish the National Law Center on Homelessness & Poverty.   Maria shares her personal journey as well as some of the groundbreaking work her organization has handled to improve the lives of homeless individuals and to attack the root causes of homelessness.  An important part of her work, Maria tells us, has been to litgate against communities that criminalize homelessness.   Maria and Aaron also discuss a report published by the National Law Center in collaboration with Cyndi Lauper’s True Colors Fund, called the State Index on Youth Homelessness. This report provides a state-by-state analysis of programs and services and grades each state on their approach to homelessness, with a particular emphasis on how each state is responding to the growing crisis of LGBTQ youth and homelessness.   Join Aaron and Maria Foscarinis for today’s discussion on homelessness and poverty in America. To learn more about the National Law Center on Homelessness & Poverty, visit their website https://www.nlchp.org/   Host: Aaron Freiwald Guest: Maria Foscarinis   Follow Good Law | Bad Law: YouTube: Good Law | Bad Law Instagram: @GoodLawBadLaw Website: https://www.law-podcast.com

With a trade war brewing between Washington and Beijing, mounting public scrutiny, and repeated warnings by U.S. officials that Chinese investment in certain industries constitutes a national security threat, Chinese investment and commercial activity in the United States face many challenges, which cast doubt on the trajectory of Chinese outward direct investment in the United States. As these issues flare up, Chinese companies in the United States face another hurdle that has not garnered the same attention: U.S. corporate law and regulation. As Chinese firms expand around the United States, their presence in American courts grows. Chinese companies, including state owned enterprises, must adapt to adhere to American corporate governance standards and legal requirements that are not prevalent in China. These Chinese companies face a steep learning curve as they navigate the legal and regulatory complexities of a market-based economy. In a new book, The Clash of Capitalisms? Chinese Companies in the United States, Rutgers University Law School Professor Ji Li analyzes the adaptation of these firms to U.S. tax, non-discrimination, and employment law, as well as CFIUS compliance. Professor Li shared his research, and discussed the future of Chinese investment in the United States and other free market economies, on September 20, in New York City.   Dr. Ji Li is professor of law at Rutgers University and a member of the associate faculty of the division of global affairs. Professor Li received his Ph.D. in political science from Northwestern University and J.D. from Yale Law School where he was an Olin Fellow in Law, Economics and Public Policy. Before joining the Rutgers faculty, he practiced corporate and tax law for several years in the New York office of Sullivan & Cromwell. Professor Li’s teaching and scholarship explore a broad range of topics including international business transactions, taxation, contracts, comparative law, Chinese law and politics, and empirical legal studies. During the 2018-2019 academic year, Professor Li will be in residence at Princeton University’s Institute for Advanced Study working on his second book, a unified theory of Chinese judicial behavior.

In this interview, Dr. Ji Li discusses his new book The Clash of Capitalisms? Chinese Companies in the United States with National Committee President Stephen Orlins. Professor Li talks about his research methodologies and findings on Chinese companies' compliance with U.S. regulatory institutions.   Dr. Ji Li is professor of law at Rutgers University and a member of the associate faculty of the division of global affairs. Professor Li received his Ph.D. in political science from Northwestern University and J.D. from Yale Law School where he was an Olin Fellow in Law, Economics and Public Policy. Before joining the Rutgers faculty, he practiced corporate and tax law for several years in the New York office of Sullivan & Cromwell. Professor Li’s teaching and scholarship explore a broad range of topics including international business transactions, taxation, contracts, comparative law, Chinese law and politics, and empirical legal studies. During the 2018-2019 academic year, Professor Li will be in residence at Princeton University’s Institute for Advanced Study working on his second book, a unified theory of Chinese judicial behavior.

Mike Gorenstein, Chairman, President & CEO of Cronos Group, addresses questions regarding Bill C-45, policing of cannabis, average retail price per gram, global market size predictions, consolidation, and more. • About Mike Gorenstein • Michael Gorenstein is the Chairman, President & CEO of Cronos Group. Before joining Cronos, Mr. Gorenstein was a partner at Alphabet Ventures LLC, a multi-strategy investment management firm located in New York City. Prior to Alphabet Management, Michael was the VP and General Counsel of Saiers Capital LLC and a corporate attorney at Sullivan & Cromwell where he focused on Mergers and Acquisitions and Capital Market transactions. Michael graduated from the University of Pennsylvania Law School with a JD, the Wharton School at the University of Pennsylvania with a certificate in BEPP and the Kelley School of Business at Indiana University with a BSB in Finance. Learn more about the Evolve Marijuana ETF (TSX: SEED): https://evolveetfs.com/SEED

A CEO’s Virtual Mentor Episode 13  The Big Shareholder Activism Episode – The Escalation Path Implications and Advice for Corporate Governance and CEO Leadership Our guests in a panel format include: Chris Young, Managing Director and Head of the Contested Situations Group, Credit Suisse Paul Toback, Former President, CEO and Chairman of Bally Total Fitness Marjorie Bowen, Retired Managing Partner of Houlihan Lokey and highly experienced public and private company director with an extensive list of directorships in which she was occasionally the activists’ board nominee. Corporate governance expert and independent director of publicly-traded companies, Tanuja Dehne. Our past two episodes have included segments on shareholder activism provided by our guest Chris Young from Credit Suisse.  Episode 11 included an historical look at the development and mainstreaming of shareholder activism as an asset class and the institutionalization of corporate governance through firms like ISS and Glass Lewis.  Episode 12 looked at the Vulnerability Framework and what brings companies into the attention of the activists.  We mentioned in a prior episode that a Wall Street Journal article had concluded that shareholder activism, which has been a perennial nuisance for chief executives, was now becoming an existential threat. So, what is it like to be in the crosshairs of the activist and what should you do about it? This Episode 13 is our big shareholder activism episode.  We take you step by step down the escalation path through 8 phases – including The Letter through the Proxy Contest. Chris Young from Credit Suisse will provide the steps and the pathway.  Governance expert Tanuja Dehne will provide some governance and management considerations along the way. Paul Toback will discuss his firsthand experience of being CEO at Bally Total Fitness and in the crosshairs at points along the path.  Highly-experienced, independent director, Marjorie Bowen, will provide context as an activist’s board nominee in the setting of activism and also provide governance and management advice for these situations. It’s with great pleasure that we announce that Tanuja Dehne has joined our team at Lyceum Leadership Consulting.  She brings her expertise to our board effectiveness and executive team effectiveness service offerings.  Warm thanks to our guests Paul Toback, Tanuja Dehne, Marjorie Bowen and Chris Young.  And special thank you to our sponsor TransparentCareer.  For those footnote readers, as always, please see the back of our album cover. For those interested, the rise and fall of Bally Total Fitness are covered in two cases at Harvard Business School by Strategy Professor John R. Wells. Please follow our links to the cases on the HBS website. All previous episodes are available on iTunes.  Please tune in to our next big episode on Philanthropy.  We’ll cover the subject from many different angles. From the perspective of the giver – with University of Chicago benefactor Bernard DelGiorno.   Bernie also advises clients on the subject in his role in private wealth management at UBS.  From the angle of the recipient.  We will glean the perspectives of Jennifer Sampson, CEO of The United Way of Metropolitan Dallas.  Jennifer led a turnaround in Dallas and has led the development of programs that fund impactful social entrepreneurship.  We will also introduce you to a group of public company CEO’s in Ohio that are leveraging their musical talents to raise money for charities in Ohio.  Two of these CEOs are board members of the Rock and Roll Hall of Fame. Thanks for joining us.  We can’t improve without your feedback – write us through our website www.LeadershipLyceum.com and subscribe on iTunes.   Program Guide - Episode 13 The Big Shareholder Activism Episode – The Escalation Path Implications and Advice for Corporate Governance and CEO Leadership  0:35       Introduction 0:52       Introduction to specific programming in this Episode 13 3:46       Chapter 1: The Position 19:19     Chapter 2: The Letter 28:37     Chapter 3: The Meetings 34:37     Chapter 4: Making it Public 37:21     Chapter 5: The Compromise 42:20     Chapter 6: The Proxy Contest 47:17     Chapter 7: After the Proxy Contest 52:47     Chapter 8: The Advice  1:07:45  Final Credits  1:08:18  Episode 14 Preview   Informative and Helpful Links Our Sponsor – TransparentCareer https://www.transparentcareer.com   The Lyceum’s Well-Tuned Governance Model  https://www.leadershiplyceum.com/lyceum-board-effectiveness     The Forgotten Beatle - Jimmy Nicol Photo - https://cdn.theatlantic.com/assets/media/img/photo/2014/05/1964-beatlemania/b33_06151156/main_900.jpg?1420504210 Story - http://www.adelaidenow.com.au/entertainment/meet-jimmy-nicol-the-forgotten-beatle-standin-drummer-for-ringo/news-story/0f79dd8eda8adc579d3c35c6bfb32f1f Bally Total Fitness and the Harvard Business School Case Study Collection Harvard Business School Professor John R. Wells [Wells' bio]  teaches the Bally Total Fitness case in his strategy course.  His two cases on Bally cover the rise and fall of Bally Total Fitness, respectively.  For access to abstracts on the case please find the links here: Bally Total Fitness (A): The Rise, 1962–2004 and Bally Total Fitness (B): The Fall, 2005–2016 Bally Total Fitness (B): The Fall, 2005–2016   Scott Joplin: https://www.scottjoplin.org/   Biographies of Guests  Ms. Marjorie Bowen Marjorie Bowen has served as an independent director for twelve public and private companies.  She has significant experience with corporate activism from both the activist shareholder as well as the incumbent board perspective.  As an activist appointed nominee, Ms. Bowen participated in a highly contested proxy contest, was endorsed by RiskMetrics and Proxy Governance, and was elected with 80 percent of the vote.  She also has been appointed as a director as a result of activist and board negotiations.  Conversely, Ms. Bowen has served as a director when an activist shareholder agitated for significant change, and in response she assumed a leadership role in developing and implementing solutions to maximize value for all shareholders.  Ms. Bowen’s directorships often involve complicated situations, operationally and/or financially challenged companies, including those needing to implement significant strategic and/or operational changes, turnarounds, and distressed companies both in and out of bankruptcy, across many industries.  Ms. Bowen’s directorships follow a nearly 20-year career in investment banking at Houlihan Lokey, advising boards of public companies on transactional, strategic and other shareholder matters, serving as a member of the firm’s senior management team, heading the industry leading fairness opinion practice, and providing leadership as the most senior woman at the firm.  She is a qualified NYSE and NASDAQ financial expert, and is well versed in corporate governance matters.   Mr. Paul Toback Paul is a seasoned Senior Executive, Attorney, Founder, Entrepreneur, and Consultant with 30 years of success in health, fitness, technology, and government. Leveraging extensive experience in new business development and strategic planning, he is a valuable asset for service companies looking for growth, team development, and brand building. His broad areas of expertise include public company leadership development; financial engineering and restructuring; mergers and acquisitions (M&A); startup, transition, turnaround, transformation; top-talent recruitment; cost reduction and revenue generation; finance and scaling; and legal, international, and franchising. Throughout his executive career, Paul has held leadership positions at Sproing Sport (Founder and CEO); Sproing Fitness LLC (Founder and CEO); Telegraph Consulting; Bally Total Fitness; The White House; and The City of Chicago. He has been responsible for securing a patent for new-generation high-intensity interval training (HIIT) fitness equipment, establishing fully-integrated manufacturing and global distribution, and opening domestic licensed brand fitness studios. As senior executive and C Suite Officer for the then-largest nationwide fitness center brand, Paul generated a record 22% increase of $1.1B net revenue in 4 years, resulting in $5.6MM net income in fourth year, reversing a $91MM loss. Separately, he increased cash flow $70 million annually by reducing expenses and capital spending for a company; and refinanced $500MM of corporate debt, including senior notes, term loan, and revolving credit, positively impacting nearly 70% of the company’s total debt. Paul secured a B.A. with Distinction in Political Science from Stanford University, graduating in 3 years. He earned a Juris Doctorate (J.D.) in Law from University of Chicago Law School. As a proficient executive, he has served on several boards, including with Bally Total Fitness, and the National Women’s History Museum.   Mr. Chris Young Chris Young has been Managing Director and Head of the Takeover Defense Practice at Credit Suisse AG and Credit Suisse Group since June 1, 2010. Until May 2010, Mr. Young served as the Director of M&A and Proxy Fight at Institutional Shareholder Services (ISS). While at ISS, Mr. Young was responsible for analyzing contentious M&A transactions, proxy fights and corporate governance issues and providing proxy voting and tender offer recommendations for ISS institutional investor clients. Mr. Young also helped to facilitate a constructive dialogue between ISS institutional investor clients and senior executives and directors of public companies in the US and Europe. Mr. Young is regarded as a leading authority on contested M&A transactions and shareholder activism. Prior to ISS, Mr. Young was a member of the investment banking group at Bear Stearns and the M&A group at Sullivan & Cromwell. Mr. Young is a CFA charter holder, received his JD, magna cum laude, from Boston University and his BS from Georgetown University.   Ms. Tanuja Dehne Tanuja Dehne is Senior Governance Advisor for Lyceum Leadership Consulting [Tanuja's Bio] and a public company director and former C-level executive of NRG Energy, Inc., a Fortune 250 power company. Tanuja brings perspective and experience from her cross-disciplinary roles to the C-suite and board room. She is a purpose-driven leader, cultivator of talent and proven strategist. She is an award winning corporate attorney, human resources professional and community volunteer who thrives when making a positive difference in the lives of others. During her tenure at NRG Energy, Inc., Tanuja had increasingly expansive roles: initially the company’s securities and finance lawyer, then Corporate Secretary and lead M&A attorney, before becoming the head of Human Resources. Ultimately, in her role as EVP, Chief Administrative Officer and Chief of Staff, she oversaw the company’s Human Resources, Information Technology, Communications, Marketing and Sustainability departments, the company’s charitable giving program, M&A integrations, as well as the construction of NRG’s sustainable corporate headquarters in Princeton, New Jersey. Tanuja also served as a sponsor, coach and “internal angel investor” of interdisciplinary innovation teams, including the team that created the “Path to Luma,” an environmentally conscious puzzle game launched in August 2015 with record breaking downloads in the Apple and Google stores. Tanuja is a director of Advanced Disposal Services (NYSE: ADSW) and Silver Bay Realty Trust Corp. (NYSE: SBY), and Board Trustee of the Geraldine R. Dodge Foundation, HomeFront of New Jersey and Young Audiences New Jersey and Eastern Pennsylvania. She is a frequent speaker on topics including leadership, corporate governance, and the intersection of the law and human resources. She received a B.A. from Lafayette College, Master’s in Political Science from the University of Pennsylvania, and Juris Doctor from Syracuse University College of Law. Subscribe to the podcast at iTunes: https://t.co/a70rtSiQnW or SoundCloud: https://soundcloud.com/thomas-linquist Follow Leadership Lyceum on:        Our website: www.LeadershipLyceum.com        LinkedIn: https://www.linkedin.com/in/thomas-linquist-682997 Twitter: @LeaderLyceum https://twitter.com/LeaderLyceum Email us: info@LeadershipLyceum.com Your host Thomas B. Linquist is the Founder and Managing Partner of Lyceum Leadership Consulting and Lyceum Leadership Productions. Over his 15 years in management and leadership consulting he has served a wide array of industrial clients.  This includes leadership assessment and search for chief executive officers, chief financial officers, chief operating officers and boards of directors.  He holds an MBA from the University of Chicago and over his 25-year career has served in a variety of roles: as an engineer with Shell Oil Company, a banker with ABN AMRO Bank, and as treasurer was the youngest corporate officer in the 150+ year history at Peoples Energy Company in Chicago.  He is an expert on hiring and promotion decisions and leadership development.  Over the course of his search career, he has interviewed thousands of leaders.  Please subscribe to the Leadership Lyceum in the podcast section at iTunes which will enable future content to come to you automatically. Rate us and spread the word among your fellow executives and board colleagues.   Program Disclaimer The only purpose of the podcasts is to educate, inform and entertain. The information shared is based on the collection of experiences of each of the guests interviewed and should not be considered or substituted for professional advice. Guests who speak in this podcast express their own opinions, experience and conclusions, and neither The Leadership Lyceum LLC nor any company providing financial support endorses or opposes any particular content, recommendation or methodology discussed in this podcast. This podcast Leadership Lyceum: A CEO’s Virtual Mentor has been a production of The Leadership Lyceum LLC. Copyright 2017. All rights reserved.

A CEO’s Virtual Mentor Episode 12 Shareholder Activism – The Vulnerability Framework; Board Governance & Effectiveness; and a Conversation with WEC Energy Group CEO Allen Leverett Guests include: Chris Young, Managing Director and Head of the Contested Situations Group, Credit Suisse Allen Leverett, President and CEO of WEC Energy Tanuja Dehne, Corporate governance expert and independent director of publicly-traded companies.  If you haven’t joined us in a while, you may have missed the announcement that we formed two companies under Leadership Lyceum’s brand: Lyceum Leadership Consulting which provides executive and board of director’s search, board effectiveness review, and an array of services for successor development and board-readiness.  And Lyceum Leadership Productions which brings you this podcast. Segment I - a continuation of our discussion on Shareholder Activism with Chris Young from Credit Suisse. We will cover what Chris describes as The Vulnerability Framework. We will discuss the conditions that make a company particularly vulnerable to activism. Segment II - a conversation with Allen Leverett, President CEO of WEC Energy Group in Milwaukee. We will discuss how WEC has reshaped itself through M&A over the last 10 years into a vastly different company that serves 4.4 million customers across 4 states in the upper Midwest.  Segment III - a continuation of our discussion with Tanuja Dehne on impediments to boardroom effectiveness. Famous Last Words - In our last episode, Episode 11, we introduced a spot called Famous Last Words. We intersperse excerpts from MGM’s 1954 movie Executive Suite starring William Holden, Barbara Stanwyck, and Fredric March. For you utility enthusiasts, it also stars the PPL Building (Pennsylvania Power & Light) in Allentown, Pennsylvania as the exterior of the Tredway Corporation.  The plot backdrop -- Avery Bullard, President of the Tredway Corporation has died. But he never named a clear successor, so the Board members must choose. The most likely candidate is Loren Shaw, a skilled businessman with a high degree of financial acumen.  Their intense and consequential boardroom discussion will weave through our episode. Thanks for joining us.  We can’t improve without your feedback – write us through our website www.LeadershipLyceum.com and subscribe on iTunes.  See you next time.    Informative and Helpful Links  The Lyceum’s Well-Tuned Governance Model  https://www.leadershiplyceum.com/lyceum-board-effectiveness    Program Guide Episode 12 Shareholder Activism – The Vulnerability Framework; Board Governance & Effectiveness; and Conversation with Wisconsin Energy CEO Allen Leverett 0:30     Introduction to Lyceum’s brands and the podcast Episode 12  1:44     Introduction of Famous Last Words spot – MGM’s Executive Suite 3:47     Famous Last Words spot – MGM’s Executive Suite plot summary 2:35     Famous Last Words – Executive Suite 1/5 3:22     Break 1 3:36     Introduction to Segment I – Shareholder Activism with guest Chris Young, Managing Director of Credit Suisse on The Vulnerability Framework 7:20     Famous Last Words – Executive Suite 2/5 8:28     Break 2 8:41     Segment I (cont.): Chris Young of Credit Suisse 15:26   Famous Last Words – Executive Suite 3/5 17:17   Break 3 17:32   Wrap up of Segment I on Shareholder Activism and preview of next month’s Episode 13 with the final chapter in the series with Chris Young. 17:48   Introduction of Segment II: Interview with Allen Leverett, CEO of WEC Energy Group 27:28   Break 4 27:51   Segment II (cont.): Interview with Allen Leverett 41:30   End of Interview with Paul Bonavia 33:45   Break 5 34:06   Segment II (cont.): Interview with Allen Leverett 37:03   End of Interview with Allen Leverett 37:08   Famous Last Words – Executive Suite 4/5 38:22   Break 6 38:35   Introduction to Segment III – Corporate Governance and Board Effectiveness, a continuation of our discussion with Tanuja Dehne on impediments to boardroom effectiveness. 45:34   End of Segment III and preview of next month’s Episode 13 with Tanuja Dehne 45:45   Conclusion of Famous Last Words with Executive Suite 5/5   Biographies of Guests Mr. Chris Young  Chris Young has been Managing Director and Head of the Takeover Defense Practice at Credit Suisse AG and Credit Suisse Group since June 1, 2010. Until May 2010, Mr. Young served as the Director of M&A and Proxy Fight at Institutional Shareholder Services (ISS). While at ISS, Mr. Young was responsible for analyzing contentious M&A transactions, proxy fights and corporate governance issues and providing proxy voting and tender offer recommendations for ISS institutional investor clients. Mr. Young also helped to facilitate a constructive dialogue between ISS institutional investor clients and senior executives and directors of public companies in the US and Europe. Mr. Young is regarded as a leading authority on contested M&A transactions and shareholder activism. Prior to ISS, Mr. Young was a member of the investment banking group at Bear Stearns and the M&A group at Sullivan & Cromwell. Mr. Young is a CFA charter holder, received his JD, magna cum laude, from Boston University and his BS from Georgetown University.   Mr. Allen Leverett Allen Leverett was named president of WEC Energy Group in June 2015 and chief executive officer in May 2016. He was appointed to the board of directors in January 2016. Leverett had served as president of Wisconsin Energy Corporation since August 2013, as well as president – Wisconsin, Michigan and Minnesota, with responsibility for business operations of the company’s utilities in those states. Previously, Leverett served as president and chief executive officer of We Generation, the company’s power generation group, since March 2011, with overall responsibility for the company’s electric generation portfolio, fuel procurement, environmental compliance and renewable energy development strategy. He joined Wisconsin Energy in 2003 as chief financial officer. In May 2004, he was named executive vice president and chief financial officer of Wisconsin Energy and We Energies. Prior to joining the company, Leverett served as chief financial officer and executive vice president of Georgia Power in Atlanta, Georgia. Before that, he was vice president and treasurer of Southern Company Services, with overall responsibility for financial planning and analysis, capital markets and leasing, treasury and investor relations. Previously, he held a variety of positions in transmission planning, integrated resource planning, strategic planning, wholesale marketing and finance. Leverett earned his bachelor’s degree, summa cum laude, in electrical engineering and mathematics from Vanderbilt University, Nashville, Tennessee. He also earned a master’s degree in electrical engineering from Stanford University, Palo Alto, California, and a Master of Business Administration degree with a finance concentration from Auburn University, Auburn, Alabama. Leverett is a director of American Transmission Co., non-executive chairman of Church Mutual Insurance Co., and a member of the board of directors of the Electric Power Research Institute (EPRI) and the Edison Electric Institute (EEI).   Ms. Tanuja Dehne Tanuja Dehne is a public company director and former C-level executive of NRG Energy, Inc., a Fortune 250 power company. Tanuja brings perspective and experience from her cross-disciplinary roles to the C-suite and board room. She is a purpose-driven leader, cultivator of talent and proven strategist. She is an award winning corporate attorney, human resources professional and community volunteer who thrives when making a positive difference in the lives of others. During her tenure at NRG Energy, Inc., Tanuja had increasingly expansive roles: initially the company’s securities and finance lawyer, then Corporate Secretary and lead M&A attorney, before becoming the head of Human Resources. Ultimately, in her role as EVP, Chief Administrative Officer and Chief of Staff, she oversaw the company’s Human Resources, Information Technology, Communications, Marketing and Sustainability departments, the company’s charitable giving program, M&A integrations, as well as the construction of NRG’s sustainable corporate headquarters in Princeton, New Jersey. Tanuja also served as a sponsor, coach and “internal angel investor” of interdisciplinary innovation teams, including the team that created the “Path to Luma,” an environmentally conscious puzzle game launched in August 2015 with record breaking downloads in the Apple and Google stores. Tanuja is a director of Advanced Disposal Services (NYSE: ADSW) and Granite Point Mortgage Trust, Inc. (NYSE: GPMT), and Board Trustee of the Geraldine R. Dodge Foundation, HomeFront of New Jersey and Young Audiences New Jersey and Eastern Pennsylvania. She is a frequent speaker on topics including leadership, corporate governance, and the intersection of the law and human resources. She received a B.A. from Lafayette College, Master’s in Political Science from the University of Pennsylvania, and Juris Doctor from Syracuse University College of Law. Ms. Dehne’s Upcoming Speaking Engagements: September 14, 2017: ABA Annual Meeting of Business Law Section in Chicago: Driving Boardroom Diversity:  An Inside Look at What’s Important and What’s Next October 2, 2017: NACD Annual Global Summit, National Harbor, MD:  Compensation Board Committee Forum October 25, 2017: BSR Annual Conference 2017 - How Businesses Lead in Los Angeles: “Engaging Boards: Making a Case” - engaging boards on sustainability issues   Host Mr. Thomas B. Linquist Your host Thomas B. Linquist is the Founder and Managing Partner of Lyceum Leadership Consulting and Lyceum Leadership Productions. Over his 15 years in management and leadership consulting he has served a wide array of industrial clients.  This includes leadership assessment and search for chief executive officers, chief financial officers, chief operating officers and boards of directors.  He holds an MBA from the University of Chicago and over his 25-year career has served in a variety of roles: as an engineer with Shell Oil Company, a banker with ABN AMRO Bank, and as treasurer was the youngest corporate officer in the 150+ year history at Peoples Energy Company in Chicago.  He is an expert on hiring and promotion decisions and leadership development.  Over the course of his search career, he has interviewed thousands of leaders.  Please subscribe to the Leadership Lyceum in the podcast section at iTunes which will enable future content to come to you automatically. Rate us and spread the word among your fellow executives and board colleagues.   Subscribe to the podcast at iTunes: https://t.co/a70rtSiQnW or SoundCloud: https://soundcloud.com/thomas-linquist Follow Leadership Lyceum on:          Our website: www.LeadershipLyceum.com          LinkedIn: https://www.linkedin.com/in/thomas-linquist-682997          Twitter: @LeaderLyceum https://twitter.com/LeaderLyceum          Email us: info@LeadershipLyceum.com Please subscribe to the Leadership Lyceum at iTunes which will enable future content to come to you automatically.  Rate us and spread the word among your fellow executives and board colleagues.    Program Disclaimer The only purpose of the podcasts is to educate, inform and entertain. The information shared is based on the collection of experiences of each of the guests interviewed and should not be considered or substituted for professional advice. Guests who speak in this podcast express their own opinions, experience and conclusions, and neither The Leadership Lyceum LLC nor any company providing financial support endorses or opposes any particular content, recommendation or methodology discussed in this podcast.   This podcast Leadership Lyceum: A CEO’s Virtual Mentor has been a production of The Leadership Lyceum LLC. Copyright 2017. All rights reserved.

A CEO’s Virtual Mentor Episode 11  Board Governance & Effectiveness, Shareholder Activism, and Utility Industry Consolidation and M&A Guests include: Corporate governance expert, Tanuja Dehne Paul Bonavia, Retired Chairman and CEO of UNS Energy Chris Young, Managing Director and head of the Contested Situations Group, Credit Suisse   If you did not join us for our last episode, Episode 10 which was a special podcast on Innovation, you may have missed the announcement that we formed two companies under Leadership Lyceum’s brand: Lyceum Leadership Consulting which provides executive and board of director’s search, board effectiveness review, and an array of services for successor development and board-readiness.  And Lyceum Leadership Productions which brings you this podcast.  We also announced that we would be expanding the programming of the episodes this summer.  Well happy summer!  This is the first of our expanded episodes.  Welcome to Episode 11 which expands the programming into three segments.  We will continue to bring you the in-depth CEO and Director interviews around compelling business situations as a main middle segment, Segment II.  That main segment will be bookended over the next three Episodes with shorter Segments I and III.  At least over the next three episodes, Segment I will cover Board and Corporate Governance Best Practices on one hand and Segment III will cover the consequences of deficiencies in corporate governance, namely shareholder activism, on the other.  We hope you enjoy this expanded coverage which we will be refining over the next few episodes.  So please subscribe through iTunes and give us feedback on the new programming.  Tell us about leadership situations and subjects that you are interested in us exploring.  Please visit our website www.LeadershipLyceum.com for all of our archived media and offerings.  We will be right back to start the program.   Welcome back to this newly expanded Episode 11 of the Leadership Lyceum: A CEO’s Virtual Mentor.  We welcome three fabulous guests to this Episode.    Introduction to Episode 11 Program In Segment I the first of a series on Corporate Governance and Board Effectiveness, we welcome governance expert Tanuja Dehne.  Tanuja serves on two public company boards and is a frequent speaker on board governance -- most recently she was part of the instructor panel for the NACD Advanced Director Professionalism program earlier this month.  In Segment II we welcome Paul Bonavia, retired Chairman and CEO of UNS Energy (better known as Tucson Electric Power).  We will explore the triggers and interconnected events that have led to remarkable levels of consolidation in the electric utility industry and Paul’s leadership of the sale of UNS to Fortis in August 2014. In Segment III, the first of a series on Shareholder Activism, we will be joined by Chris Young, Managing Director and Head of the Contested Situations Group at Credit Suisse.  In the first part of this series we will cover the history of activism and the market for corporate governance, growth in the asset class, and answer a fundamental question: what do activists want?  We will be right back with Segment one with Tanuja Dehne on Corporate Governance and Board Effectiveness.    Segment I: Governance & Board Matters “Corporate Governance and Board Effectiveness” I am delighted to be joined by Tanuja Dehne. Tanuja is a corporate governance expert and serves as an independent director on two NYSE-listed, company boards: Advanced Disposal Services, a $1.4 billion revenue environmental services company and newly IPO’d, Granite Point, a publicly-traded commercial mortgage REIT.  She also dedicates her time to not-for-profit board service including the Geraldine R. Dodge Foundation, Young Audiences, HomeFront NJ, and Sustainable Jersey. That ends Segment I with Tanuja Dehne.  Join us for our continuing conversation with Tanuja next month in Episode 12 --- we’ll discuss derailers to effective boards and effective leadership styles in the boardroom.  And shall I say it?  Why not.  As a self-promoting reminder, the Lyceum Leadership Consulting does provide third party, Board Effectiveness Review.    Segment II:  Main Feature Interview “Special Guest Paul Bonavia, Retired Chairman and CEO of UNS Energy”  You may have read our article in the May 2017 issue of Public Utilities Fortnightly about our next guest - Paul Bonavia.  By sheer coincidence, I wrote that article for Fortnightly on April 1 of 2017 in Chicago Illinois.  Exactly ten years before that on April 1, 2007, the Illinois General Assembly passed a resolution designating April 1st as “Cheap Trick Day” in Illinois. I am giddy with delight to come as close as I can to a Rolling Stone reporter in featuring this conversation with drummer Paul Bonavia, who in his younger days was in bands with members that would go on to form Cheap Trick.   While I’m sure some subset of our listenership is interested in Paul’s pre-utility rock and roll lifestyle, this conversation was directed toward Paul’s “alternative” lifestyle as a CEO of an investor-owned utility and the sale of the company he led --- to Fortis in August of 2014.  Segment III: Special Subjects Segment “First of a Mini-Series on Shareholder Activism with Chris Young, Head of Contested Situations at Credit Suisse” Welcome to our final segment in this Episode on the dramatic, consternation-filled subject of shareholder activism.  That’s Orson Welles in his introduction to his panic-producing, 1938 radio masterpiece War of the Worlds. For the Lyceum, an allegorical backdrop of an environment well-suited to some “alien” form of activism perhaps? This is our mini-series on Shareholder Activism, and we are joined by Chris Young, Managing Director and Head of the Contested Situations Group at Credit Suisse.  In this first part of this series we will cover the history of activism and the market for corporate governance, growth in the asset class, and answer a fundamental question: what do activists want? As a backdrop, The Wall Street Journal reported recently that shareholder activism, which has been a perennial nuisance for chief executives, is now becoming an existential threat. Activists are going beyond just settling for board seats and are waging campaigns that target changes in top management at the outset. So far in 2017, and this is going back a few weeks right now, but so far in 2017 activists have started nine campaigns targeting top management. This is the fastest pace on record according to FactSet. I have represented two clients this year from the power and utility industry on board searches in the face of shareholder activism.  While two companies experiencing activism does not constitute a trend, my clients’ experience of late certainly seemed to warrant raising awareness with our CEO’s Virtual Mentor listenership by featuring this fascinating and informative conversation with Chris Young.  As we were in production on this podcast, Daniel Loeb, founder of activist investor Third Point, demonstrated this activism genius by accumulating a small 1.25% stake in Nestle, published a letter on a Sunday and two days later, Nestle announced a $20.8 billion share buyback as well as clarifying other strategic objectives. Closing of Segment III That ends Segment III.  We will continue this discussion with Chris Young in late July with Episode 12.  We’ll cover more on the “mainstreaming” of activism as an asset class and we will take apart the activist’s playbook and take you step by step through the Escalation Path.      Preview of Next Month’s Episode 12 We will be back with Episode 12 at the end of July featuring more on corporate governance with Tanuja Dehne and activism with Chris Young and an interview with Allen Leverett, President and CEO of WEC Energy Group in Milwaukee, Wisconsin.  WEC has been highly acquisitive over the last decade, Allen and I will discuss the company’s significant growth that has led to a uniquely different collection of operating assets over that time period.  Final Spot: Famous Last Words As we sign off we wrap with another new spot on our program called “Famous Last Words”.  In keeping with our War of the Worlds – Shareholder Activism allegory we will leave you to be restored to the real world in the good hands of, an out-of-character, Mr. Orson Welles.    Thanks for joining us.  We can’t improve without your feedback – write us through our website www.LeadershipLyceum.com and subscribe on iTunes.  See you next time.   Informative and Helpful Links The Lyceum’s Well-Tuned Governance Model https://www.leadershiplyceum.com/lyceum-board-effectiveness   War of the Worlds Link to one the Lyceum’s favorite websites – archive.org. Click below to listen directly to the chilling and timeless October 30, 1938 CBS airing of Orson Welles’ The Mercury Theater on the Air adaptation of H.G. Wells’ novel The War of the Worlds https://archive.org/details/OrsonWellesMrBruns Wiki links about the radio drama: https://en.wikipedia.org/wiki/The_War_of_the_Worlds_(radio_drama)   Program Guide Episode 11 “Board Governance & Effectiveness, Shareholder Activism Mini Series, Utility Industry Consolidation and M&A with Paul Bonavia, Retired Chairman and CEO of UNS Energy”  0:30     Introduction to new programming of Episodes  2:12     Introduction to specific programming in this Episode 11 3:47     Segment I: Corporate Governance and Board Effectiveness with Tanuja Dehne 6:15     Break 6:40     Segment I (cont.): Why should boards care about measuring effectiveness as a board? 14:05   Wrap up of Segment I on governance and preview of next month’s Episode 12 with Tanuja. 14:54   Introduction of Segment II: Interview with Paul Bonavia, Retired CEO of UNS Energy 16:13   Segment II: Interview with Paul Bonavia 33:06   Break 33:33   Segment II (cont.): Interview with Paul Bonavia 41:30   End of Interview with Paul Bonavia 41:53   Introduction to Segment III – Shareholder Activism and War of the Worlds allegory. 43:10   Segment III – Context for shareholder activism and introduction of guest Chris Young, Managing Director of Credit Suisse. 52:57   Break 53:20   Segment III (cont.): What do activists want? 56:30   End of Segment III and preview of next month’s Episode 12 with Chris Young 57:21   Conclusion and Famous Last Words with Orson Welles.   Biographies of Guests Ms. Tanuja Dehne  Tanuja Dehne is a public company director and former C-level executive of NRG Energy, Inc., a Fortune 250 power company. Tanuja brings perspective and experience from her cross-disciplinary roles to the C-suite and board room. She is a purpose-driven leader, cultivator of talent and proven strategist. She is an award winning corporate attorney, human resources professional and community volunteer who thrives when making a positive difference in the lives of others. During her tenure at NRG Energy, Inc., Tanuja had increasingly expansive roles: initially the company’s securities and finance lawyer, then Corporate Secretary and lead M&A attorney, before becoming the head of Human Resources. Ultimately, in her role as EVP, Chief Administrative Officer and Chief of Staff, she oversaw the company’s Human Resources, Information Technology, Communications, Marketing and Sustainability departments, the company’s charitable giving program, M&A integrations, as well as the construction of NRG’s sustainable corporate headquarters in Princeton, New Jersey. Tanuja also served as a sponsor, coach and “internal angel investor” of interdisciplinary innovation teams, including the team that created the “Path to Luma,” an environmentally conscious puzzle game launched in August 2015 with record breaking downloads in the Apple and Google stores. Tanuja is a director of Advanced Disposal Services (NYSE: ADSW) and Silver Bay Realty Trust Corp. (NYSE: SBY), and Board Trustee of the Geraldine R. Dodge Foundation, HomeFront of New Jersey and Young Audiences New Jersey and Eastern Pennsylvania. She is a frequent speaker on topics including leadership, corporate governance, and the intersection of the law and human resources. She received a B.A. from Lafayette College, Master’s in Political Science from the University of Pennsylvania, and Juris Doctor from Syracuse University College of Law.   Mr. Paul Bonavia  Paul Bonavia was Chairman and CEO of UNS Energy and its principal subsidiaries, Tucson Electric Power and UNS Energy Services, from January 2009 to May 2014. He served as Executive Chairman until the sale of the company to Fortis Inc. was completed in August of 2014. He had also served as President until December 2012. Mr. Bonavia worked to establish UNS Energy as a leader in renewable energy and energy efficiency while maintaining safe, affordable, and reliable service to nearly 640,000 utility customers across Arizona. Mr. Bonavia was named by Governor Jan Brewer to the Board of Directors of the Arizona Commerce Authority and has served as a director or trustee of the Southern Arizona Leadership Council (former chairman), Tucson Regional Economic Opportunities (former chairman), United Way of Tucson and Southern Arizona (former chairman), University of Arizona Foundation, Tucson Airport Authority, Edison Electric Institute, Institute for Energy Efficiency and American Wind Energy Association. Before joining UNS Energy, Mr. Bonavia was President of the Utilities Group of Xcel Energy and held senior positions at Dominion Power.  He earned degrees from Drake University and the University of Miami School of Law and completed Harvard Business School's Advanced Management Program.  Mr. Bonavia serves as chair of the board’s Human Resources Committee, and is a member of the Corporate Governance & Strategic Planning Committee and the System Planning Committee.   Mr. Chris Young Chris Young has been Managing Director and Head of the Takeover Defense Practice at Credit Suisse AG and Credit Suisse Group since June 1, 2010. Until May 2010, Mr. Young served as the Director of M&A and Proxy Fight at Institutional Shareholder Services (ISS). While at ISS, Mr. Young was responsible for analyzing contentious M&A transactions, proxy fights and corporate governance issues and providing proxy voting and tender offer recommendations for ISS institutional investor clients. Mr. Young also helped to facilitate a constructive dialogue between ISS institutional investor clients and senior executives and directors of public companies in the US and Europe. Mr. Young is regarded as a leading authority on contested M&A transactions and shareholder activism. Prior to ISS, Mr. Young was a member of the investment banking group at Bear Stearns and the M&A group at Sullivan & Cromwell. Mr. Young is a CFA charter holder, received his JD, magna cum laude, from Boston University and his BS from Georgetown University.   Subscribe to the podcast at iTunes: https://t.co/a70rtSiQnW or SoundCloud: https://soundcloud.com/thomas-linquist Follow Leadership Lyceum on:          Our website: www.LeadershipLyceum.com          LinkedIn: https://www.linkedin.com/in/thomas-linquist-682997          Twitter: @LeaderLyceum https://twitter.com/LeaderLyceum          Email us: info@LeadershipLyceum.com Please subscribe to the Leadership Lyceum at iTunes which will enable future content to come to you automatically.  Rate us and spread the word among your fellow executives and board colleagues.    Your host Thomas B. Linquist is the Founder and Managing Partner of Lyceum Leadership Consulting and Lyceum Leadership Productions. Over his 15 years in management and leadership consulting he has served a wide array of industrial clients.  This includes leadership assessment and search for chief executive officers, chief financial officers, chief operating officers and boards of directors.  He holds an MBA from the University of Chicago and over his 25-year career has served in a variety of roles: as an engineer with Shell Oil Company, a banker with ABN AMRO Bank, and as treasurer was the youngest corporate officer in the 150+ year history at Peoples Energy Company in Chicago.  He is an expert on hiring and promotion decisions and leadership development.  Over the course of his search career, he has interviewed thousands of leaders.  Please subscribe to the Leadership Lyceum in the podcast section at iTunes which will enable future content to come to you automatically. Rate us and spread the word among your fellow executives and board colleagues. Program Disclaimer The only purpose of the podcasts is to educate, inform and entertain. The information shared is based on the collection of experiences of each of the guests interviewed and should not be considered or substituted for professional advice. Guests who speak in this podcast express their own opinions, experience and conclusions, and neither The Leadership Lyceum LLC nor any company providing financial support endorses or opposes any particular content, recommendation or methodology discussed in this podcast. This podcast Leadership Lyceum: A CEO’s Virtual Mentor has been a production of The Leadership Lyceum LLC. Copyright 2017 All rights reserved                

As Congress debates controversial patent legislation that some say will undermine patent rights, has the U.S. Supreme Court been steadily eroding the scope and enforceability of patents for the past decade? The Supreme Court has made it easier to invalidate patents because an invention is “obvious,” not specific enough, or an “abstract idea.” The Court has also made it more difficult for patent owners to stop or “enjoin” ongoing infringement of their rights and riskier to assert their rights in court. Is the Supreme Court striking the right balance or is it undermining an important property right? -- This panel was presented during the Fourth Annual Executive Branch Review Conference on May 17, 2016, at the Mayflower Hotel in Washington, DC. -- Featuring: Prof. John F. Duffy, Samuel H. McCoy II Professor of Law, University of Virginia School of Law; Mr. Michael R. Huston, Gibson, Dunn & Crutcher; Prof. Adam Mossoff, Professor of Law and Co-Director of Academic Programs and Senior Scholar, Center for the Protection of Intellectual Property, Antonin Scalia Law School, George Mason University; and Mr. Jeff Wall, Sullivan & Cromwell. Moderator: Hon. Randall R. Rader, The George Washington University.

Jack Bostelman is President of KM/JD Consulting LLC. He has assisted leaders of law firms ranging from 200 to 1,000+ lawyers, on a wide variety of practice management initiatives, including knowledge management and legal project management. Jack is also chair of the Knowledge Strategy Group within the American Bar Association's Law Practice Division. Before founding KM/JD Consulting LLC, Jack practiced law in New York for 30 years as a partner of pre-eminent AmLaw 20 firm Sullivan & Cromwell. Jack knows how law firms are managed and how lawyers share knowledge. During his tenure at Sullivan & Cromwell, Jack coordinated the firm's extensive securities practice worldwide, managed a practice group, was a member of the firm's opinion committee and its administrative committee, oversaw the IT department and was on the faculty for the lawyer training program.

RANE founder David Lawrence and Sullivan & Cromwell co-Managing Partner Jay Clayton discuss cybersecurity threats and how they can be handled in the future including development of a national commission similar to the one for 9/11. See acast.com/privacy for privacy and opt-out information.

How do you encrypt and transfer data to support your organization's needs?  This is a timely discussion with peer firm's that are addressing the encryption process for data that his transferred to or from your organization.  The discussion covers a few key considerations including:  Why do we need to move data?  It is  important to identify your needs. How do you remain in control of the data at each step?  Choosing a encryption solution that meets the needs of the client, vendor, firm, and/or government agency. Cost of deployment. Speed and efficiency considerations. Speakers: Stephen Dooley is the Senior Manager of Electronic Discovery and Litigation Support at Sullivan & Cromwell which is about an 800 attorney international firm.  Stephen is a member of the ILTA Litigation and Practice Support Steering Committee. Scott Rolf is the CIO at Tucker Ellis LLP, a 185 attorney firm based in Cleveland, Ohio.  Scott is a the Technical Operations Team Coordinator for the 2014 ILTA Conference in Nashville. Vern Cole is the Security Architect for Perkins Coie, a 900 attorney firm based primarily in the US with some Asia presence. Vern is a member of the LegalSEC Steering Committee. 

Most recently, some major companies have found themselves being investigated by authorities and many of them are discovering that they are losing the battle on how they handle their emails and important corporate documents. In this show, we will be discussing the recent issues plaguing companies and firms, the power of e-discovery, the world of limitless legal technology and the revised FRCP. Co-hosts and Law.com bloggers, J. Craig Williams and Bob Ambrogi welcome e-discovery experts, Attorney Thomas I. Barnett, Special Counsel for Sullivan & Cromwell, Michele C.S. Lange, staff attorney in the Electronic Evidence Services group at KrollOntrack Inc. and Attorney Craig Ball, writer for the Law Technology News’ column, "Ball in your Court.” Don’t miss it.