CLE Library

January 20, 2016 Meeting
Developments in Insider Trading Liability”

Presented by:  Lois O. Rosenbaum, Stoel Rives LLP

Developments in Insider Trading pdf

U.S. v. Newman (2d Cir. 2014) pdf

U.S. v. Salman (9th Cir. 2015) pdf

December 16, 2015 Meeting
“OSL Participant Liability – In a Scheme or a Sale, or are They the Same?”

Presented by: Keith Ketterling of Stoll Berne

Cox v. Holcomb Family Ltd Partners: Pacific Continental and Century Banks’ Motion to Dismiss

Cox v. Holcomb Family Ltd Partners: Order

November 18, 2015 Meeting
State v. Nistler:  Expert Testimony in Securities Litigation”

Presented by: Tippi Pearse and Caroline Smith, Financial Enforcement Officers of the Oregon Division of Finance & Corporate Securities; Jason Weber, partner of O’Connor Weber LLP

State v. Nistler CLE materials

August 19, 2015 Meeting
“Investing in Craft and Cannabis”

Presented by: Jason Barker of Holland & Knight LLP, and Dave Kopilak and Marco Materazzi, partners at Emerge Law Group

Investing in Cannabis presentation

Oregon breweries, wineries and distilleries are experiencing a period of remarkable growth. Jason Barker, an associate at Holland & Knight LLP, discussed securities issues and other regulatory matters that affect outside investment in these businesses.

In July, Oregon’s historical Measure 91 became effective and ushered in the beginning of a new Oregon industry. Dave Kopilak and Marco Materazzi, partners at Emerge Law Group, discussed the corporate law and investment challenges that cannabis businesses face.

May 20, 2015 Meeting
“Putting the Plus in Reg A”

Presented by Alison M. Pear, Ater Wynne LLP

Putting the Plus in Regulation A – PDF of Power Point Presentation

 

March 18, 2015 Meeting
BITCOIN:  Regulations and Legal Risks for a New Virtual Currency”

Presented by John Casey and Adam Holbrook. K & L Gates

Bitcoin Regulations and Legal Risks

Over the past five years, Bitcoin has changed the way people think about payment systems.  Completely digital, virtually anonymous, and with a fraction of the transactional costs as other payment systems, Bitcoin has emerged as the first viable decentralized digital currency.  Companies like Dell, Microsoft, Overstock.com, and Expedia, now accept payment in Bitcoin.  Just a few months ago, Portland’s own Pioneer Place received its first Bitcoin ATM.  But despite Bitcoin’s rise in popularity and acceptance, few people understand what Bitcoin is, or how it works.  Commercial litigators John Casey and Adam Holbrook from the K & L Gates law firm  provided a high level crash course on all things Bitcoin.  The presentation covered Bitcoin basics, and the regulatory issues and legal implications of Bitcoin’s adoption in mainstream society.

February 20, 2015 Meeting
“When Insider Trading is Not Insider Trading & Updates to the Federal Sentencing Guidelines for Securities Cases”

Presented by Kristen Tranetzki, Angeli Ungar Law Group LLC

When Insider Trading is Not Insider Trading & Updates to the Federal Sentencing Guidelines
United States v Newman 2d Cir Decision
Proposed Amendments to the Federal Sentencing Guidelines

 

January 21, 2015 Meeting
“M&A Brokers:  SEC No-Action Relief and Applicable State Laws”

Presented by Kenneth R. Haglund Jr., Lane Powell PC

M & A Brokers:  SEC No-Action Relief and Applicable State Laws

 

November 19, 2014 Meeting
“Crowdfunding in Oregon:  A Review of the Proposed Regulation of Intra-State Crowdfunding”

Presented by Jason Ambers, Financial Enforcement Officer/Securities Registration Analyst, and Aeron Teverbaugh, Senior Policy Analyst, both with the Oregon Division of Finance and Corporate Securities

NASAA Crowdfunding Index
OSB Crowdfunding Presentation
Public Draft Crowdfunding Rule

September 17, 2014 Meeting
“Intrastate Crowdfunding:  An overview of the federal exemption and discussion of existing and proposed intrastate crowd funding exemptions outside Oregon”

Presented by Drea Schmidt and Claire Brown of Tonkon Torp LLP

March 19, 2014 Meeting
Private Company Fundraising: Navigating General Solicitation and Crowdfunding in a Changing Regulatory Environment”

Presented by Jon R. Summers, White, Summers, Caffee & James

The JOBS Act has created new opportunities for private companies raising investment capital. Companies can generally solicit and advertise for investors if they verify that investors are accredited investors. Confusion has arisen over what constitutes a general solicitation, and whether presenting at pitch events or demo days are a general solicitation. Companies are also raising capital through non-equity crowdfunding, and Title III of the JOBS Act facilitates equity crowdfunding. What considerations should companies and investors be aware of as they navigate raising capital in today’s environment?

Navigating Private Placements and Capital Raising in the Wake of the
2012 JOBS Act and Crowdfunding (171 KB PDF)

January 15, 2014 Meeting
“What Every Securities Lawyer Should Know About Arbitration, Forum Selection, and Choice of Law Provisions In Contracts and Bylaws”

Presented by Robert S. Banks, Jr., Banks Law Office, PC

What Every Securities Lawyer Should Know handout (215 KB PDF)
What Every Securities Lawyer Should Know PowerPoint slides (899 KB PDF)

December 18, 2013 Meeting
“FINRA’s New Suitability Rule: A Game Changer?  Overview, Practical Applications and Its Impact on Securities Litigation/Arbitration”

Presented by Bruce P. Cramer of The Bates Group LLC
In July 2012, FINRA introduced a new suitability rule. Bruce Cramer offered an understanding of the “must know” aspects and applications of the new suitability rule, including: the three suitability obligations; use of reasonable diligence and a risked based approach; the application of the new rule to products, investment strategies, supervisory and compliance controls; explicit hold recommendations; documenting suitability; the types of documents firms are using to be compliant; transactions FINRA recommends should be documented by a firm; the duty to monitor; as well as the impact of the new suitability rule on often-cited case law in litigation and arbitration.

FINRA’s New Suitability Rule: A Game Changer? (536 KB PDF)

November 20, 2013 Meeting
“Private Placements: General Solicitation, Bad Actors and Other Developments”

Presented by Tom Palmer and Drea Schmidt, Tonkon Torp LLP
General solicitation and general advertising have traditionally been prohibited in connection with “private placements” of securities under the federal securities laws.  In September 2013, new SEC rules became effective permitting general solicitation in connection with certain private placements conducted pursuant to Rule 506 of Regulation D.  At the same time, new SEC rules became effective prohibiting issuers from relying on Rule 506 in private offerings involving “felons and other ‘bad actors.'”  This presentation focused on the usefulness of the new general solicitation private placement exemption, potential pitfalls for issuers relying on general solicitation, and the implications of the new bad actor disqualification rules for issuers and securities professionals.

What the Buzzwords Mean for Practitioners: General Solicitation, Bad Actors and Crowdfunding (646 KB PDF)

September 19, 2013 Meeting
“The Many Paths to Oregon Blue Sky Regulation”

Presented by David T. Weiss and Jason E. Ambers of the Oregon Division of Finance and Corporate Securities
Oregon law currently provides for no less than ten different types of blue sky registration.  This presentation focused upon the variety of securities registration formats available, while touching upon perhaps some of the least well known.

The Many Paths to Oregon Blue Sky Registration  (48 KB PDF)

July 17, 2013 Meeting
“The Securities Litigation Uniform Standards Act: A Guided Tour In and Around SLUSA”

Presented by Tanya Durkee Urbach, Lane Powell PC and Zachary W.L. Wright, Tonkon Torp LLP

SLUSA was enacted in the wake of the Private Securities Litigation Reform Act, when many securities fraud plaintiffs sought to escape the PSLRA’s new strictures by filing state class actions and avoiding federal court altogether.  Since the enactment of SLUSA, other tactics have been employed in an effort to avoid its extended reach into state court securities litigation.  This presentation focused on SLUSA preclusion, efforts by plaintiffs’ counsel to avoid SLUSA preclusion, the relative success of such efforts and defense strategies to take advantage of SLUSA preclusion.

July 17, 2013 Handouts
“Holder” Claims and the Distinction Between Direct and Derivative Actions in the Context of SLUSA (1 MB PDF)
Opinion – Freeman Investments LP v. Pacific Life Insurance Company (814 KB PDF)
SLUSA Class Action Limitations (86 KB PDF)
SLUSA and Removal on Bankruptcy Grounds ( 1 MB PDF)
Opinion: Roland v. Green (2 MB PDF)

 

June 2013 Meeting
“Compliance With Anti-Bribery Laws: An Overview of the FCPA and UK Bribery Act”

Presenter:  Jamie S. Kilberg, Of Counsel to Stoel Rives LLP

U.S. companies doing business overseas face increased risk of exposure to varying international anti-bribery standards.  This presentation focused on the risks posed to U.S. companies by the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, with a special emphasis on designing and maintaining effective compliance programs.

June 19, 2013 CLE Handout
Click here to download (PDF)

April 2013 Meeting
Fraud On The Market:  Now The Law In Oregon, But Many Questions Remain”

Presented by John Casey of K&L Gates and Andrew H. Roper, PhD, of Cornerstone Research and Stanford University

Shortly after the Oregon Supreme Court formally endorsed the fraud on the market (FOTM) doctrine in the Marsh & McLennan case, several members of the U.S. Supreme Court questioned the continued viability of the doctrine in Amgen v. Connecticut Retirement Plans and Trust Funds.  In this program, John Casey, a partner at K&L Gates who specializes in securities litigation, and Andrew Roper, a principal at Cornerstone Research and Lecturer at Stanford University, discussed both the law and the economics of the FOTM doctrine and analyzed why many are questioning the continued relevancy of the doctrine.

April 17, 2013 CLE Handout
Click here to download (77 KB PDF)

March 2013 Meeting
Recovering for Violation of the Oregon Securities Laws: The Money Back Guarantee”

Presented by Michael J. Esler, Esq.

Presented from the litigator’s perspective, this program addressed rescission, restitution, damages and interest under ORS 59.115 and 59.137.

March 20, 2013 CLE Handout
Click here to download (66 KB PDF file)

February 2013 Meeting
“The SEC v. Unlicensed Broker/Dealers: The Good, the Bad, and the Ugly”

Presented by William H. Caffee of White Summers and Norman Duffett, President of Orca Capital Securities

The involvement of unlicensed broker dealers in a transaction can create a right of rescission for purchasers and significant trouble for the finder. The SEC staff has issued increasingly restrictive No Action Letters describing limited activities the brokers can engage in without being licensed. However, recent court decisions suggest that the SEC may have gone too far.

This program will discuss recent developments in this area and practical insights from an investment banker’s perspective.

February 20, 2013 CLE Handout #1
Click here to download (74 KB PDF)

February 20, 2013 CLE Handout #2
Click here to download (1.75 MB PDF)

February 20, 2013 CLE Handout #3
Click here to download (50 KB PDF)

January 2013 Meeting
“How the Oregon Supreme Court’s Decision in Oregon v. Marsh & McLennan Impacts the Oregon Securities Law”

Presented by Keith A. Ketterling and Scott A. Shorr of Stoll Berne

The Oregon Supreme Court recently decided Oregon v. Marsh & McLennan Companies, Inc.  This is the first time that the Supreme Court has examined the Oregon Securities Law’s new remedial section, ORS 59.137.  It is also one of the few securities law cases from the Oregon Supreme Court in recent years.  Keith Ketterling and Scott Shorr, who are attorneys involved on the plaintiff side of the case, will discuss the elements of the remedy under ORS 59.137, the likely impact of the decision on other sections of the Oregon Securities Law, and some of the issues left open after the Marsh decision.

January 2013 CLE Handout
Click here to download (122 KB PDF)

November 2012 meeting
Flipping the “Switch” on Investment Advisers: An Oregon Securities Examination Process Update”

Presented by Van Pounds (Oregon DFCS) that Craig McCulloch (Oregon DFCS) 

The Dodd-Frank Wall Street Reform and Consumer Protection Act set in motion changes that will result in a “switch” from federal to state regulation for thousands of mid-sized investment adviser firms.  Mr. Pounds, Chief of Enforcement & Securities with the Oregon Division of Finance & Corporate Securities, and Mr. McCulloch, lead Securities Examiner with the Oregon Division of Finance & Corporate Securities, will discuss the status of this regulatory “switch” as well as typical investment adviser examination procedures and deficiencies commonly noted in investment adviser examinations.

July 2012 Meeting
The JOBS Act of 2012: Summary and Highlights

Presented by Christopher Hall (Perkins Coie LLP) and David Wang (Vestas). 

The Jumpstart Our Business Startups (JOBS) Act of 2012 is a six-part package of legislation meant to make fundraising easier for small and emerging growth businesses as well as ease public reporting burdens.  The Mr. Hall, a Partner in the Portland office of Perkins Coie LLP, and Mr. Wang, Corporate Counsel at Vestas, in will provide a brief overview and discussion of each of the six parts of the new JOBS Act.

July 18, 2012 CLE Handout
Click here to download (764 KB PDF)

June 2012 meeting
Litigating Employment Disputes in FINRA Arbitration

Presented by Steven Berman of Stoll Berne. 

All disputes (with the exception of Title VII claims) between a registered representative and his broker-dealer are subject to binding FINRA arbitration.  While FINRA arbitrators often are familiar with the issues surrounding claims involving securities fraud and securities law violations, most arbitrators are not familiar with traditional employment law issues.  In this presentation, Steven Berman will discuss the nuts and bolts of litigating traditional employment disputes before a FINRA arbitration panel.  This CLE will not focus on promissory note, broker raiding, or discrimination cases.

June 20, 2012 CLE Handout
Click here to download (461 KB PDF)