Co-chair of the Securities Litigation and Enforcement Group, Daniel J. Kramer is a leading trial lawyer and litigator. He has handled complex litigations for some of the world's largest companies and has significant experience representing boards of directors on corporate governance issues and special committees in internal investigations. Mr. Kramer has been selected as one of the top securities lawyers in the United States by Chambers, as one of America’s leading lawyers handling “Bet-the-Company” litigation and corporate governance matters by Best Lawyers in America, as one of “New York's Top 100 Lawyers” by Super Lawyers, as one of the “500 Leading Lawyers in America” and one of the “100 Lawyers You Need to Know in Securities Litigation” by Lawdragon and as “one of the most influential people in corporate governance and the boardroom” by Directorship Magazine.

Recent matters include representation of:

• Bank of America, in litigation and investigations arising out of its merger with Merrill Lynch.
• AIG, in litigation with its former Chairman and CEO, Hank Greenberg, and in class action lawsuits concerning allegations of accounting fraud and bid-rigging.
• Merck, in securities litigation and investigations relating to Vioxx and Vytorin.
• Swiss Re, in obtaining dismissal of class action litigation concerning its write down of credit default swaps.
• Ericsson, in obtaining dismissal of class action litigation involving its telecom business.
• Fannie Mae’s Board of Directors’ Special Review Committee, in an internal investigation into accounting and governance issues.
• JP Morgan Chase’s Bank One mutual funds, in litigation arising out of allegations of market timing and late trading in the mutual fund industry.
• SAC Capital, in obtaining dismissal of lawsuits alleging that it improperly shorted the stock of Biovail Corporation.
• Hollinger International (now Sun Times Media Group), in the successful prosecution of its former CEO, Lord Black of Crossharbour, for improper self-dealing transactions.
• Adecco, S.A.’s Board of Directors’ Audit and Finance Committee, in its internal investigation of various accounting issues.

Mr. Kramer also lectures and writes extensively on securities litigation, corporate governance and regulatory issues. He is the co-editor of Corporate Internal Investigations: An International Guide (Oxford University Press), and the co-author of Federal Securities Litigation: A Deskbook for the Practitioner (Data Trace) and of Regulation of Market Manipulation (Matthew Bender).

Significant Public Matters

Kohlberg Capital: obtained dismissal of shareholder derivative lawsuit claiming officers and directors of investment company breached their fiduciary duties in connection with a $50 million write down of securities. Bohigian v. Pearson, No. 650149110 (Sup. Ct. N.Y. Co. Oct. 15, 2010).

BofA/ML: obtained approval of a settlement with the SEC of charges relating to Bank of America’s merger with Merrill Lynch. SEC v. Bank of America Corp., 2010 WL 624581 (S.D.N.Y. Feb 22, 2010).

Swiss Re: obtained dismissal, with prejudice, of a lawsuit arising out of Swiss Re’s multi-billion dollar write down of its credit default swaps in one of the first cases to apply the Supreme Court’s Morrison decision to claims by U.S. shareholders. Plumbers’ Union Local No. 12 Pension Fund v. Swiss Reinsurance Co., No. 08 Civ. 1958 (JFK), 2010 WL 5860397 (S.D.N.Y. Oct. 4, 2010).

AIG: In class action litigation claiming bid rigging and accounting fraud, obtained a ruling declining to certify a class of bond holders and otherwise reducing the proposed class. American Insurance Group, Inc. Securities Litigation, 265 F.R.D. 157 (S.D.N.Y. 2010).

Porter v. Potter: obtained reversal of summary judgment in employment discrimination case. 366 F. Appx 195 (2d Cir. Feb. 17, 2010).

Ericsson: obtained dismissal of class action lawsuit claiming telecom company made false statements at an industry conference weeks before announcing disappointing results. Furher v. Ericsson, No. 07-CV-9615 (RPP), 2008 WL 5170640 (S.D.N.Y. Dec. 10, 2008), aff’d, No. 09 Civ. 0134, 363 Fed. Appx 763 (2d Cir. Oct. 8, 2009).

AIG/Marsh: obtained dismissal of Marsh’s claim that AIG aided and abetted a bid rigging scheme on in pari delicto grounds. In re Marsh & McLennan Cos., Inc. Deriv. Litig., C.A. No. 753-N (VCS) (Del. Ch. June 17, 2009).

Lt. Gov. Richard Ravitch: advisor to the Lieutenant Governor in litigation upholding the Governor’s right to appoint him to a vacancy in the office of Lieutenant Governor. Skelos v. Paterson, 2009 Slip. Op. 06585, 2009 WL 2997072 (N.Y. Sept. 22, 2009).

DLJ/Quintus: won summary judgment for DLJ in a claim that it underpriced the IPO of Internet company Quintus Corp., based upon the presence of a QIU. In re Quintus Corp., 397 B.R. 710 (Bankr. D. Del. 2008).

AIG/Starr: in a lawsuit claiming that Maurice Greenberg, the former Chairman of AIG, improperly directed business to the Starr insurance agencies; obtained a ruling dismissing Starr’s cross-claim, which sought hundreds of millions of dollars from AIG, and then secured a payment of $115 million from defendants to AIG, which is the largest payment in a derivative case in Delaware history. Teachers’ Retirement System of Louisiana v. Greenberg, et al., C.A. No. 20106-VCS (Del. Ch. Nov. 15, 2007).

Biovail v. SAC: counsel to hedge fund in RICO action and securities class action arising out of SAC's short sales of Biovail, and obtained dismissal of the RICO action on pleading and jurisdictional grounds, Biovail v. SAC, No. ESX-L-1583 06 (N.J. Super. Ct. Law Div. Aug. 20, 2009), and dismissal of securities class action on Rule 11 grounds, Del Guidice v. SAC Capital Management, No. 8-1413 (SRC), 2009 WL 424368 (D.N.J. Feb. 19, 2009).

Merck/Vioxx®: counsel to pharmaceutical company in SEC investigation following Merck’s voluntary withdrawal of the pain medication Vioxx®, which ended in 2009 with the SEC’s decision not to file any charges.

Sealed Air Corp. (D.N.J. 2005-08): counsel to Fortune 500 packaging company in securities class action arising out of the company’s $800 million payment to resolve fraudulent transfer claims.

Citigroup and Lehman Brothers/Ikanos: obtained dismissal on behalf of Citigroup and Lehman Brothers, in case challenging the disclosures in Ikanos’ IPO and secondary offering. Panther Partners, Inc. v. Ikanos Commc’ns, Inc., 538 F. Supp. 2d 662 (S.D.N.Y. 2008), recon. denied, No. 06 Civ. 12967 (PAC), 2008 U.S. Dist. LEXIS 45907 (S.D.N.Y. June 12, 2008).

CP Ships Ltd.: obtained dismissal of securities class actions filed against shipping company following the company’s restatement of its financial statements, In re CP Ships Securities Litigation, MDL No. 8:05-MD-1656-T-27TBM, 2007 WL 1068219 (M.D. Fla. Apr. 6, 2007), and successfully opposed objections to subsequent settlement, 2008 WL 2473684 (N.D. Fla. June 19, 2008), 2008 WL 4663363 (M.D. Fla. Oct. 21, 2008), aff’d, 578 F.3d 1306 (11th Cir. 2009).

Mutual Funds Investment Litigation (D.Md. 2003-08): counsel to Bank One Corporation, and its affiliates, now a subsidiary of JP Morgan Chase, in connection with investigations and litigation involving claims of market timing transactions in mutual funds.

Hampshire Group (2006-09): conducted internal investigations as counsel to audit committee for world’s largest sweater retailer into acts of misconduct by the company’s CEO.

Fannie Mae (2004-06): counsel to Special Review Committee of Federal National Mortgage Association’s Board of Directors in connection with internal investigation into accounting and corporate governance issues.

Merck/Medco: obtained dismissal of class action alleging that pharmaceutical company improperly recognized $14 billion in revenue from pharmaceutical benefit manager subsidiary, In re Merck Securities Litigation, 432 F.3d 261 (3d Cir. 2005), and obtained dismissal of derivative action charging Merck’s officers and directors breached their fiduciary duties regarding Medco. Fagin v. Gilmartin, No. Som-C-14019-03, 2007 WL 2176482 (N.J. Super. Ct. Ch. Div. July 19, 2007).

In re Check Point Software Technologies Ltd. Securities Litigation, 03 Civ. 6594 (RMB) (S.D.N.Y. Mar. 7, 2005): obtained dismissal of securities class action complaint alleging violation of federal securities laws in connection with Check Point’s Next Generation VIN/Firewall Product.

Hollinger International, Inc. v. Black: obtained judgment, after expedited trial, finding that Lord Black of Crossharbour, the controlling minority shareholder of Hollinger International (the owner of London's Daily Telegraph, the Chicago Sun-Times and the Jerusalem Post) breached his fiduciary and contractual duties by seeking to sell his interest in Hollinger Inc. (the parent of Hollinger International) and by putting in place by-laws that disabled Hollinger International's Directors from exercising their fiduciary duties, 844 A.2d 1022 (Del. Ch. 2004); and obtained judgment denying Hollinger Inc.’s motion to enjoin Hollinger International’s sale of the Telegraph, on the grounds that it did not constitute the sale of substantially all of the company’s assets under Section 271 of the Del. Gen. Corp. Law. 2004 Del. Ch. LEXIS 100 (Del. Ch. July 29, 2004).

HealthSouth (2004-05): represented chairman of HealthSouth Corporation's audit committee in litigation and investigations arising out of accounting fraud at the company.

Adecco, S.A. (2003-04): conducted internal investigation as counsel to audit committee for world’s largest staffing company in connection with inquiry regarding possible restatement of financial statements.

Perini Corp.: obtained dismissal of contract claim by senior preferred stockholders regarding company’s alleged failure to make dividend payments, and alleged preferential payments to holders of junior preferred stock, Doppelt v. Perini Corporation, 2002 WL 392289 (S.D.N.Y. Mar. 12, 2002), aff’d, 53 Fed. Appx. 174 (2d Cir. Dec. 19, 2002), and obtained dismissal of claim under state consumer protection laws, Doppelt v. Tutor, No. 02 Civ. 12010, Slip. Op. (D. Mass. April 12, 2004).

Stark International: obtained dismissal of claim for disgorgement of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, in decision that upholds the viability of conversion caps in convertible securities, 115 F. Supp. 2d 440 (S.D.N.Y. 2000), and obtained summary judgment dismissing repled Section 16 claim in a decision that resolves issues regarding the purchase date of common stock received on conversion of preferred stock with hybrid conversion privileges, Schaffer v. Stark International Investment Co., No. 99 Civ. 2821, 2003 WL 22056961 (S.D.N.Y. Sept. 3, 2003), reconsideration granted, 2003 WL 22480052 (S.D.N.Y. Oct. 31, 2003).

CIBC and CSFB: obtained dismissal of claims against underwriters of $300 million in high-yield bonds for Hayes Lemmerz, International, in case of first impression holding that underwritings under Rule 144A are not public offerings subject to the Securities Act of 1933. Pacholder v. CIBC and CSFB, 271 F. Supp. 2d 1007 (D. Mich. 2003).

Phelps v. Kapnolas: twice obtained reversal of district court order dismissing complaint alleging that seven-day bread diet violated prohibition against cruel and unusual punishment of the Eighth Amendment to the United States Constitution. F.3d (2d Cir. 2002), and 123 F.3d 91 (2d Cir. 1997).

In re Premier Healthcare, Inc. (Ariz. 2002-03): obtained dismissal of claims under Arizona constitution against venture capital funds sponsored by DLJ arising out of ownership of insurance company that became insolvent.

Penn Traffic Company: counsel to audit committee of multi-billion dollar supermarket holding company in connection with internal investigation into accounting irregularities at bakery division.

Visteon Corp.: counsel to audit committee of Fortune 100 company in investigation into accounting issues.

Bear Stearns Securities Corp./Manhattan Investment Fund: represented brokerage firm in lawsuits arising out of Manhattan Investment Funds’ $350 million overstatement of its NAV. Obtained dismissal of lawsuits brought by the Fund’s Trustee, who sought $3.6 billion in fraudulent conveyance claims relating to short sale transactions conducted by the Fund, 257 Bankr. Rep. 190 (S.D.N.Y. 2002), and by the Fund’s shareholders for aiding and abetting fraud and breach of fiduciary duty. 2001 WL 392669 (S.D.N.Y April 17, 2001) (dismissing class action), 2001 U.S. Dist. LEXIS 6282 (S.D.N.Y. May 15, 2001) (dismissing action by 27 investors).

Omega Advisors/Kozeny: counsel to multi-billion dollar investment fund and Columbia University in actions to recover $170 million loss in connection with investment in government privatization program in Azerbaijan. Obtained ex-parte, worldwide $170 million freezing order, and injunctions against property in London, Aspen, Colorado and the Bahamas.

Quintus Corporation Securities Litigation: obtained dismissal of claims under Sections 11 and 12 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 asserted against underwriter (DLJ Securities Corporation) and principal shareholders in class action litigation involving claims of fraud at computer software company. In re Quintus Securities Litigation, No. C-00-4263 (N.D. Cal. Sept. 3, 2002).

Del Global Technologies Inc. Securities Litigation: counsel to company that designs, manufactures and markets medical imaging systems and critical electronic subsystems in securities class action lawsuits and SEC proceeding concerning allegations of accounting fraud. 186 F. Supp. 2d 358 (S.D.N.Y. 2002).

Gaston v. Coughlin: obtained reversal of district court order dismissing complaint alleging that conditions of prisoner’s confinement, which included exposure to frigid temperatures, rodent infestation and unsanitary conditions, constituted cruel and unusual punishment in violation of the Eighth Amendment. 249 F.3d 156 (2d Cir. 2001).

InaCom Corp.: conducted internal investigation as counsel to Board of Directors of Fortune 100 computer distribution company in connection with an internal investigation into accounting irregularities.

In re Levy: obtained dismissal of claim under Section 16(b) of the Securities Exchange Act of 1934 where court held that convertible securities with both fixed and floating conversion privileges constituted derivative securities under federal securities laws. 2001 WL 767013 (S.D.N.Y. July 9, 2001).

In re Amazon.com (NYSE, NASD 1999-2001): conducted internal investigation and represented securities clearing firm in stock exchange inquiries regarding $300 million in unauthorized trading by correspondent client in Amazon.com.

Kidder, Peabody/Joseph Jett (S.D.N.Y., N.Y., SEC, NYSE 1994-2003): counsel to Chairman, President and Chief Executive Officer of Kidder, Peabody & Co., Inc., in connection with Justice Department, SEC and New York Stock Exchange investigations, securities class actions and derivative actions arising out of the fraudulent trading activity of government bond trader Joseph Jett.

Walther v. Maricopa International Investment Corp. (S.D.N.Y. 1998-99): obtained jury verdict in favor of hedge fund in first jury trial involving allegations of securities fraud under the Private Securities Litigation Reform Act.

United States v. Branston (S.D.N.Y. 1999): court-appointed consultant regarding soft dollar rules and practices in first criminal proceeding brought against investment manager for violation of soft dollar rules.

Harris v. Greifinger: obtained reversal of district court order dismissing complaint alleging that failure to provide medical treatment to prisoner violated cruel and unusual punishment clause of the Eighth Amendment to the United States Constitution. No. 97-2687 (2d Cir. Feb. 8, 1999).

Fine Host Corporation: counsel to special committee of outside directors of a food services distribution company in connection with an internal investigation, securities class actions and government inquiries arising out of accounting problems at the company.

Klein v. Boyd: authored amicus brief for the Association of the Bar of the City of New York in case involving circumstances under which attorneys who help draft disclosure documents may be deemed to have made representations and adjudged to be primary violators under the federal securities laws. Nos. 97-1143 & 97-1261 (3d Cir. 1998) (en banc).

In the Matter of Certain Investment Pools Managed By Orange County, CA (SEC 1996-97): represented co-head of Fixed Income at Merrill Lynch in connection with SEC investigation arising out of the bankruptcy of Orange County, California. Convinced SEC to reject Staff recommendation that charges be brought for failure to supervise.

Green v. Safir: represented City Club of New York, NYCLU and NYPIRG in successful effort to compel NYC Police Department to provide the Public Advocate of the City of New York access to records of police misconduct. No. 108239/97 (Sup. Ct. N.Y. Co. 1997), aff’d, 679 N.Y.S. 2d 383 (1st Dep’t 1998).

In the Matter of Princap Investment Management Inc. (SEC 1996-97): successful representation of former senior official of major international broker-dealer in connection with SEC charge he aided and abetted books and records violations regarding recordation of finder’s fees, and that he failed to supervise an employee who entered into unauthorized put transactions.

In the Matter of Trading in U Common Stock (NASD 1994-96): successfully represented manager of private investment fund in NASD insider trading investigation.

In re Olympia & York (S.D.N.Y. Bkrcy. 1995-96): represented real estate management company in connection with successful efforts to gain management contracts for, and equity interest in, several Manhattan skyscrapers formerly owned by Olympia & York.

Soto v. Walker: obtained reversal of district court decision in opinion that clarifies requirements for hearing prisoners must receive after they are placed in administrative segregation. 44 F.3d 169 (2d Cir. 1995).

Villante v. Department of Corrections: obtained reversal of district court order dismissing case for failure to prosecute in an action alleging New York City corrections officers failed to protect prisoner who was repeatedly assaulted by other inmates. No. 93-2357 (2d Cir. 1994).

The Council of the City of New York v. Giuliani as the Mayor of the City of New York, Index No. 410034/94 (Sup. Ct. N.Y. Co. 1994): represented the Public Advocate of the City of New York in dispute regarding NYC budget process.

Teachers Insurance and Annuity Association v. Coopers & Lybrand (N.Y. 1988-93): as second seat, obtained jury verdict in favor of "Big Six" accounting firm after six-week trial involving claim by multi-billion dollar pension fund that accounting firm had committed fraud in conducting audit of company engaged in long-term construction contracts.

Circa Pharmaceuticals (formerly known as Bolar Pharmaceutical Co.) (E.D.N.Y., E.D. Pa., N.Y., SEC 1990-95): defended manufacturer of generic pharmaceutical products and several of its officers and directors in extensive litigation arising from allegations the company committed fraud in connection with applications submitted to the FDA, including shareholder securities class actions and derivative actions, and class actions by consumers alleging securities law and RICO violations, and charges brought by the SEC.

Simmons v. Railroad Retirement Board: obtained reversal of agency denial of disability benefits, and order granting benefits, in an opinion that restricts ability of agencies to require psychiatric examinations in disability cases involving physical ailments. 982 F.2d 49 (2d Cir. 1992).

Butler v. Castro: obtained reversal of district court order dismissing complaint in opinion that finds New York City’s regulations regarding asset seizures to be in error. 896 F.2d 698 (2d Cir. 1990).

Memberships and Citations:

Best Lawyers in America, recognized for Bet-The-Company Litigation (2007-10), Commercial Litigation (2005-10), and Corporate Governance and Compliance Law (2010)

Chambers USA, America's Leading Lawyers for Business, recognized for Securities Litigation (Nationally and in New York) (2004-11)

Super Lawyers, recognized as one of New York’s “Top 100” Lawyers (2006-10)

Directorship Magazine, recognized as “one of the most influential people in corporate governance and the boardroom” (2009)

Lawdragon, recognized as one of the “500 Leading Lawyers in America” (2010) and as one of the “100 Lawyers You Need to Know in Securities Litigation” (2008)

The Legal 500, recognized for Corporate Governance and SEC Litigation (2007-10)

Euromoney’s Benchmark: Litigation, recognized as a “Star” for Litigation and Securities Matters (2008-10)

Lateral Partner of the Year, The American Lawyer 2003

Association of the Bar of the City of New York

• Task Force on Attorneys in Corporate Governance, 2005-07
• Committee on Professional Responsibility, 2003-07, 1993-96
• Committee on Securities Regulation, 2001-02
• Committee on Federal Courts, 1997-2000
• Committee on Professional and Judicial Ethics, 1990-93

American Bar Association

• Litigation Section, 1990-Present

New York State Bar Association

• Committee on Securities Litigation, 2001-Present

Second Circuit Court of Appeals Pro Bono Panel, 1988-Present

Director, New York Lawyers for the Public Interest, 2000-03

Director, Big Apple Greeters, 2002-03

Director, Leukemia Society, NYC Chapter, 1997-99

Prior Experience:

Partner, Schulte Roth & Zabel LLP, 1993-2002

Associate, Schulte Roth & Zabel LLP, 1987-1992

Law Clerk to Hon. Wilfred Feinberg, Chief Judge, U.S. Court of Appeals for the Second Circuit, 1986-87

Associate, Cravath, Swaine & Moore, 1985-86

Law Clerk, Second Circuit Court of Appeals, 1984-85

Publications:

Corporate Internal Investigations: An International Guide
(Oxford University Press 2008).

Federal Securities Litigation: Commentary and Forms, A Deskbook for the Practitioner (Data Trace 1997, 1999, 2001, 2005 & 2007 Supplements).

"Regulation of Market Manipulation," Chapter 6 of Federal Securities Exchange Act of 1934 (Matthew Bender 2002 & 2006).

Report of the New York City Bar Association’s Task Force on Corporate Governance, Internal Investigations, The Record, Vol. 62, No. 1 (2007).

"A Litigator's Perspective on Sarbanes-Oxley: An Assessment of Some Key Issues," Securities Regulation & Law Report, Vol. 35 No. 4 (January 27, 2003).

"Litigation Implications of the CEO and CFO Certification Requirements of the Sarbanes-Oxley Act," Insights, Vol. 17, No. 1 (January 2003).

"The Extraterritorial Application of United States Securities Laws to Punish Insider Trading," Review of Securities & Commodities Regulation, Vol. 35 No. 7 (April 10, 2002).

"SEC Guidelines Credit ‘Cooperation,’ Steps Can Be Taken to Avoid or Mitigate Penalties for Accounting Irregularities," New York Law Journal, Corporate Counsel, February 4, 2002, p. S1.

"Hedge Fund Disasters: Avoiding the Next Catastrophe" Alternative Investment Quarterly, Issue 1 (October 2001), reprinted in Hedge Funds Review, Issue 14 (November 2002).

"Suitability in Cyberspace," Review of Securities & Commodities Regulation, Vol. 34, No. 11 (June 2001).

"The Suitability Obligations of Online Brokerage Firms," 2000 Practicing Law Institute’ s The Internet Age: What Securities Lawyers Need to Know to Survive 221 (November 2000).

"Regulation Fair Disclosure: Has The SEC Leveled The Playing Field By Narrowing Its Boundaries?" 2000 Journal of International Banking Law 261 (November 2000).

"Speaking to the Market Under the SEC’s Proposed Rules," New York Law Journal, Vol. 223, No. 92, p. 1 (May 12, 2000), reprinted in Banking & Financial Services Policy Report, Vol. No. 11, p. 1 (June 2000).

"Conversion Caps May Not Prevent Short-Swing Trading Liability For Holders of Convertible Securities," Hedge Fund News, Issue 23 (November 1999).

"Broker-Dealer Liability for Aiding and Abetting Soft Dollar Violations," Insights, Vol. 13, No . 8 (September 1999).

"A Critique of the Misappropriation Theory of Insider Trading," 20 Cardozo Law Review 41 (1998), digested in Bowne Digest for Corporate & Securities Lawyers, Vol. 13, No. 4 (April 1999).

"Reforming the Securities Reform Act with National Pleading Standards," New York Law Journal, February 4, 1999, p. 1 reprinted in Securities Reform Act Litigation Reporter, Vol. 6 No. 6, p. 793 (March 1999).

"Transcript of the Roundtable On Insider Trading: Law, Policy and Theory After O’Hagan," 20 Cardozo Law Review 7 (1998).

"Congress Must Define Insider Trading," The New York Times (June 1, 1997).

"Ethical Obligations Arising Out of an Attorney’s Receipt of Inadvertently Disclosed Information," 50 The Record of the Association of the Bar of the City of New York 660 (1995).

"A Proposal to Amend DR 7-104(A) to Permit Lawyer-Induced Communications Among Represented Parties," 50 The Record of the Bar of the City of New York 181 (1995).

State Court Constitutional Decisionmaking, 1983 Annual Survey of American Law 277 (1983).

Speeches and Presentations (Partial List):

Managing Multi-Jurisdictional Obstacles in Cross-Border and Global Securities Litigation, The Canadian Institute, Toronto, October 19, 2010.

Current Ethical Issues in the Practice of Securities Law (Moderator), New York City Bar Association, June 17, 2010.

Internal Investigations 2010, PLI, June 8, 2010.

Securities Enforcement Issues, Cross-Border Litigation Forum, Langdon Hall, Cambridge, Ontario, March 2, 2010.

Current Ethical Issues in the Practice of Securities Law (Moderator), New York City Bar Association, June 18, 2009.

ABA National Institute on Internal Corporate Investigations: When Should an Audit Committee Conduct an Investigation?, Washington, D.C. May 8, 2009.

2009 NYU Directors’ Institute: Legal Compliance and Risks, Handling a Crisis, May 1, 2009.

15th Annual LIEP Conference, Recoveries for Victims of Fraud, Scottsdale, Arizona, April 24, 2009.

The Canadian Institute’s 8th Annual Advanced Forum on Securities Litigation and Enforcement, Managing Cross-Border Securities Litigation: Understanding the Impact of U.S. Securities Law on Canadian Issuers, Intermediaries and their Advisors, Toronto, Canada, April 21, 2009.

Cross-Border Litigation Forum, Corporate Governance and Internal Investigations, Landgon Hall, Cambridge, Ontario, Canada, March 9, 2009.

The View from the Corporate Plaintiff’s Bar and Reaction, What All Business Lawyers Must Know About Delaware Law Developments 2008, PLI, May 21, 2008.

Current Ethical Issues in the Practice of Securities Law (Moderator), New York City Bar Association, March 20, 2008.

Audit Committees, Corporate Governance: The Changing Environment, ALI-ABA, Washington, D.C., February 21, 2008.

Corporate Internal Investigations, Securities Litigation: Current Developments and Strategies, New York City Bar Association, December 6, 2007.

General Counsel Panel (Moderator), Hedge Fund General Counsel Summit, Old Greenwich, CT., September 26, 2007.

Class Actions: Bordering on Insanity, Inter-Provincial & Inter-National Aspects of Class Actions, Association of Corporate Counsel, Toronto, September 20, 2007.

Internal Investigations of Potential Securities Fraud (Moderator), Legal IQ’s Second Securities Litigation Conference, New York City, May 16, 2007.

Intersection Between Bankruptcy and Securities Law, American Bankruptcy Institute’s 2007 Bankruptcy Conference, New York City, May 7, 2007.

Ethical Issues in the Practice of Securities Law (Moderator), New York City Bar Association, March 29, 2007.

New Directions in Securities Litigation, Secondary Actor Liability (Moderator), IQPC, New York City, December 1, 2006.

Restatements, ALI-ABA’s Sarbanes-Oxley Institute, Washington D.C., October 13, 2006.

Current Ethical Issues in the Practice of Securities Law (Moderator), New York City Bar Association, March 30, 2006.

SRO Litigation, Securities Industry Association’s Legal and Compliance Seminar, Hollywood, Florida, March 21, 2006.

Audit Committees, Accountants’ Liability (Moderator) ALI-ABA, Coral Gables, Florida, February 16, 2006.

Securities Litigation: Current Developments & Strategies, Underwriters’ Liability, New York City Bar, New York City, February 2, 2006.

Securities Litigation-Ethical Issues, Federal Bar Council, New York City, November 17, 2005.

Update on Regulation Fair Disclosure, Institutional Investor’s Fixed Income Forum, Boston, Massachusetts, November 10, 2005.

Conflicts of Interests and Ethics (Panelist), Securities Industry Association, New York City, November 9, 2005.

Responding to Corporate Misconduct: New Ideas, Fordham University School of Law, Center for Corporate, Securities and Financial Law, New York City, November 4, 2005.

Selected Issues Relating to U.S. Securities Litigation, UBS-Hong Kong; and The Offshore Reach of the SEC and Other U.S. Regulators: Implications of Heightened Regulatory Scrutiny for Non-U.S. SEC Registrants, American Club-Beijing; American Club-Shanghai; and Bloomberg Auditorium-Hong Kong, October 24-28, 2005.

Corporate Governance, Financial Disclosure, Auditing, and Other Issues—Audit Committee Works Practices, ALI-ABA Sarbanes-Oxley Institute, Washington, D.C., October 6, 2005.

Recent Developments in Shareholder Litigation and Related Government Enforcement Initiatives—Corporate Governance, New York State Bar Association, June 10, 2005.

Establishing Effective Internal Investigation Techniques, NASD Institute for Professional Development, New York City, May 12-13, 2005.

Litigating with S.R.O.’s, Securities Industry Association, Palm Desert, California, April 3-6, 2005.

Representing Public Companies In Proceedings Before The SEC, The Canadian Bar Association, Vancouver, Canada, February 7, 2005.

Current Ethical Issues in the Practice of Securities Law (Chair), The Association of the Bar of the City of New York, January 27, 2005.

The Offshore Reach of the SEC and Other U.S. Regulators: Implications in the Current Environment of Heightened Regulatory Scrutiny for Non-US SEC Registrants, Seminar on Accounting Fraud: “Enforcement and Related Issues that Foreign Private Issuers Can Face in the United States,” Tokyo, Japan, January 25, 2005.

Current Issues in Corporate Governance and Ethics, Securities Industry Association Legal and Compliance Division Fall Compliance Seminar, November 10, 2004.

The Regulatory Battlefront: Defining the Issues and Exploring a United Response, Institutional Investors’ Hedge Fund Institutional Forum/Senior Delegates Forum; Kiawah Island, South Carolina, November 3, 2004.

The Beneficial Aspects of the Sarbanes-Oxley Act, ALI-ABA Sarbanes-Oxley Institute, Washington, D.C., October 7, 2004.

Responding to an Internal Allegation of Fraud, A Case Study of Key Issues Facing Board Members and Senior Management During An Internal Investigation, Director’s Roundtable, September 30, 2004.

Forensic Services, Audits and Corporate Governance: Bridging the Gap Roundtable, American Institute of Certified Public Accountants, Washington, D.C., September 22, 2004.

The Sarbanes-Oxley Act: Issues for Securities Litigators, Current Developments and Strategies in Securities Litigation, The Association of the Bar of the City of New York, May 13, 2004.

The Impact of the Sarbanes-Oxley Act on Civil Securities Litigation, SIA Compliance and Legal Division Seminar, Phoenix, Arizona, March 21-24, 2004.

Ethical Issues in the Practice of Securities Law (Chair), The Association of the Bar of the City of New York, November 18, 2003.

Trends in Hedge Fund Litigation and Enforcement Matters, American International Group, November 4, 2003.

New Standards of Professional Conduct for Attorneys Practicing Before the SEC in the Representation of an Issuer, The Directors' Roundtable, September 18, 2003.

Corporate Governance, Financial Disclosure, Auditing, and Other Issues, American Law Institute - American Bar Association's (ALI-ABA) Second Annual Advanced Sarbanes-Oxley Institute, Washington, D.C., September 4, 2003.

Preserving the Attorney Client Privilege in Internal Investigations, "All in the Family or Mission Impossible," Finance, Law & Economics Securities Litigation Seminar, National Economic Research Association, Inc., Sun Valley, Idaho, July 3-5, 2003.

Sarbanes/Oxley, Financial & Accounting Implementation Strategies A Look Back - A Look Forward, The Association of the Bar of the City of New York, June 2, 2003.

Privilege: How to Maintain, Preserve and Waive It Effectively; The Corporate Counsel's Guide to Internal Investigations, May 30, 2003.

Current Developments & Strategies in Securities Litigation, Securities CLE Program, The Association of the Bar of the City of New York, April 3, 2003.

An Update on Corporate Governance: Six Months of SEC Rulemaking Under the Sarbanes-Oxley Act (Featured Speaker), CLE Program sponsored by Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, February 27, 2003.

Current Issues in Representing Audit Committees, 15th Annual ALI-ABA Seminar on Accountants' Liability, Washington, D.C., February 6, 2003.

Professional Ethics Workshop (Moderator), The Bond Market Association, New York City, February 3, 2003.

Taking Stock of the European Regulatory Environment (Featured Speaker), MAR 12th International Conference on Alternative Investment Strategies, Barcelona, Spain, December 4-6, 2002.

Ethical Issues in the Practice of Securities Law (Moderator), The Association of the Bar of the City of New York, New York City, November 14, 2002.

New SEC Rules, Regulatory Standards and Legislation in Response to Enron, The New Climate for Mergers and Acquisitions, Glasser Legal Works’ 19th Annual M&A Lawyer Institute, New York City, October 15, 2002.

Regulating Private Investment Funds (Featured Speaker), Borsa Italiana’s Second Hedge Fund Conference, Milan, Italy, October 3, 2002.

Auctions for the Lead Lawyer Position: What Impact Will It Have? The Class Action Litigation Summit, Washington, D.C., June 27-28, 2002.

Section 10(A) and Accountants’ Duties When A Board Refuses to Act, Accountants’ Liability After Enron, Practising Law Institute, New York City, May 20-21, 2002.

Pleading Scienter Through Allegations of Insider Trading, Current Developments and Strategies in Securities Litigation, Association of the Bar of the City of New York, April 25, 2002.

Insider Trading: What European Managers Need To Know To Avoid Prosecution (Featured Speaker), MAR/Hedge’s 7th European Conference on Hedge Fund Investments, Geneva, Switzerland, February 25-27, 2002.

Litigation and Enforcement Developments, The Bond Market Association’s Seventh Annual Legal and Compliance Conference, New York City, January 9, 2002.

Ethical Issues In The Practice of Securities Law (Moderator), Association of the Bar of the City of New York, November 27, 2001.

Securities Act and Exchange Act Violations: Liability and Ramifications, Complying with the Securities Laws: A Practical Overview of the Rules, Association of the Bar of the City of New York, November 15-16, 2001.

Hedge Fund Disasters: Avoiding The Next Catastrophe (Keynote Address), INM and the International Herald Tribune’s Sixth Annual High-Performance Investing Symposium, Monte-Carlo, Monaco, September 5-7, 2001.

Recent Changes to the Insider Trading Rules, Fulcrum’ s Conference on Communicating with the Investor, Analyst and Media, New York City, March 26, 2001.

The Role of Hedge Fund Service Providers, MAR/Hedge’s 6th European Conference on Hedge Fund Investments, Geneva, Switzerland, February 12-14, 2001.

Fair Disclosure: A Growing Force Of Change, (Moderator), Institutional Investor’s U.S. Institute’s Senior Delegates’ Roundtable, Aspen, Col., December 2, 2000.

New Developments in Securities Law, Federal Bar Council’s Fall Bench & Bar Retreat, Princeton, New Jersey, November 19, 2000.

Multiple Representation in a Securities Class Action Litigation, Federal Bar Council’s Course for Law Clerks on Federal Securities Law, New York City, November 9, 2000.

The Suitability Obligations of Online Brokerage Firms, The Internet Age: What Securities Lawyers Need To Know to Survive, Practising Law Institute, New York City, November 1, 2000.

Recent Trends in SEC Soft Dollar Enforcement Cases, Marcus Evans’ 4th Annual Prime Brokerage Conference, New York City, October 30, 2000.

Ethical Issues for Securities Lawyers, Columbia Law School, October 26, 2000.

Soft Dollar Issues, MAR/Hedge’s 6th Annual Conference on Offshore Funds, Bermuda, September 27, 2000.

Broker’s Responsibility For Compliance, IIR’ s 6th Annual Directed Brokerage and Soft Dollar Practices Forum, New York City, July 24, 2000.

Disclosure Issues for Information Technology Companies: A Case Study, American International Group, New York City, May 9, 2000.

Risks Associated With Selective Disclosure, Fulcrum’s Conference On Communicating With Investors And The Media, New York City, March 30, 2000.

The Broker’s Responsibility for Compliance, Institute for International Research’s Directed Brokerage & Soft Dollar Practices Forums, New York City, February 17, 2000.

Exposure for Attorneys and Accountants Under the Federal Securities Laws, New York City Bar Association, New York City, September 13, 1999.

Auditors’ Duty to Detect and Report Fraud Under the Federal Securities Laws, New York State Society of CPAs, Foundation for Accounting Education, Fraud Conference, New York City, July 21, 1999.

Recognition and Resolution of Ethical Dilemmas, Fulcrum Conference on Everyday Ethics, New York City, June 8, 1999.

Soft Dollar Compliance and Disclosure, New York State Society of CPAs, Foundation for Accounting Education, Broker Dealer Conference, New York City, May 19, 1999.

Regulatory Hot Buttons: Soft Dollar Arrangements, IBC Conference on Soft Dollars and Direct Brokerage, New York City, November 16, 1998.

Insider Trading: Law, Policy, and Theory After O’ Hagan, roundtable sponsored by the Samuel and Ronnie Heyman Center on Corporate Governance and Cardozo Law Review, New York City, November 5, 1997.

The Duty to Report Fraud, New York State Society of CPAs, Foundation for Accounting Education, Broker Dealer Conference, New York City, September 26, 1996.