Why you should attend
PLI's Annual Institute on Securities Regulation
has become the most highly anticipated annual review of the current state of securities, financial regulation, and corporate law and practice. We are pleased to co-chair the 44th edition of this important event, and to present you with this year’s agenda. As always, we strive to bring you the most up-to-date information in response to the many developments of the past year. We continue to see significant changes in the securities laws field - as a result of the enactment of the JOBS Act, changes to the IPO process, ongoing implementation of the Dodd-Frank Act, other developments in capital formation, governance and disclosure practices, and continued aggressive enforcement efforts. The Institute
will provide you with a practical look at today’s issues and provide important information and insights that you need.
As always, the Institute's
stellar faculty, from private practice, investment banking, accounting firms, the judiciary, academia and government oversight agencies, will put the developments of the past year into proper perspective and prepare you for 2013 and beyond. Panelists will share their unique insights and experiences with you and offer practical strategies and solutions in the form of best practices, that will help you perform successfully in today’s continually evolving corporate, financial and regulatory environment.
We invite you to join us in New York City for PLI’s 44th Annual Institute on Securities Regulation
. If you can't attend in person, PLI will provide a Live Webcast
of the Institute
. Web attendees may choose between streaming audio or video and have access to the downloadable, electronic version of the Course Handbook. If you’d like to broadcast the Institute directly to your organization for group viewing, send an e-mail to the Groupcasts Department at firstname.lastname@example.org
to make the arrangements.
We have no doubt that PLI's 44th Annual Institute on Securities Regulation
will be the most important and comprehensive securities conference you can attend this year. We are pleased to join PLI in providing you with the best and most current content and strategies for making your practice everything it can be in the service of your clients and company. We look forward to seeing you in November.
What you will learn
We have structured the Institute
panels to offer you the most comprehensive and practice-oriented sessions possible, focusing on the most pressing issues of the day in the most critical areas. Our goal is to assist you in making sense out of the current business and legal climate and changing regulatory environment while highlighting best practices that you can use in the service of your clients or company. We look forward to lively and informative discussions during this year's panel topics:
- Jumpstarting Capital Formation - The New Legislation and Other Developments
- The New IPO Process - Preparation, Execution, Completion
- Update from the Division of Corporation Finance
- Minding Your Knitting - Ongoing Disclosure and Compensation Challenges
- General Counsel Roundtable
- Dealing with Challenging Corporate Problems - Hypothetical Scenarios
- Q&A Picnic Lunch with the SEC Staff
- Governance Challenges - Moving Away from “Whack-a-Mole”
- The Changing World of Accounting and Auditing - No Lawyer Left Behind
At the conclusion of each panel you will receive a list of practical take-away points that you can bring back to the office and use while guiding your clients or company through these challenging times.
- Enforcement Roundtable
- Ethics: Dealing with Whistleblowers and Investigations
- Private Securities Litigation
- Delaware Law Matters
- M&A Returns: Friendly and Unfriendly Deals
10 Reasons Why You Will Absolutely Want to Attend PLI’s 44th Annual Institute on Securities 10 Regulation
1. Receive up-to-the-minute information
and analysis of the current state of securities, financial regulatory, and corporate law and practice at the longest-running, highest-quality Institute
anywhere, and ensure that you are equipped with the most current and practical strategies and solutions
for today's most pressing issues.
2. Hear Keynote Addresses by John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia University Law School,
and Alan Murray, Deputy Managing Editor, Executive Editor, Online, The Wall Street Journal
, as well as a Special Address by James R. Doty, Chairman, PCAOB
, along with practically oriented presentations from an outstanding faculty of over seventy experts drawn from private practice, corporations, accounting firms, investment banking, institutional investors, the judiciary, academia and the government, including the U.S. Securities and Exchange Commission; U.S. Attorney’s Office, Southern District of New York; Public Company Accounting Oversight Board; Delaware Court of Chancery; and Delaware Supreme Court
3. Get information you can use
. Hear practical commentary from the panels, and receive a list of take-away best practices at the conclusion of each panel
that you can use as a reference and implement in your daily practice.
4. Increase your value as an adviser, no matter what your practice level
: Whether you are an associate, senior partner, general counsel, or in-house practitioner, this Institute
will offer you the information you won’t get anywhere else.
5. Ask your most pressing questions and receive answers
from senior staff of the Securities and Exchange Commission’s Division of Corporation Finance
at the annual Q&A Picnic Lunch
on Day Two of the Institute
6. Stay up-to-date
with topical panels, including several new sessions: Jumpstarting Capital Formation - The New Legislation and Other Developments; The New IPO Process - Preparation, Execution, Completion; Ethics - Dealing with Whistleblowers and Investigations
7. Get the important in-house perspective during the panel sessions, including the General Counsel Roundtable
. Hear from a diverse group of companies throughout the program, including: American Express Company; Avon Products, Inc.; Bank of America Merrill Lynch; Deutsche Bank; Fusion-io; General Electric Company; Morgan Stanley; Pfizer Inc.;
8. Receive a two-volume reference guide
and booklet of best practices
on securities and corporate law issues, “dense with useful information,” that you will refer to throughout the year.
9. For those attending in person, the opportunity to network with over a thousand of your colleagues
from the finest firms and corporations nationwide and receive CLE, CPE
credit for your attendance (including two hours of ethics CLE credit!)
10. Satisfaction Guaranteed
: If you are not completely satisfied with the return on your investment, your money will be refunded in full.
Who should attend
DAY ONE, Wednesday, November 7, 2012, 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 1:00 p.m.
9:00 Welcome and Opening Remarks
Alan L. Beller, Stanley Keller, Colleen P. Mahoney
9:15 Keynote Address
John C. Coffee, Jr., Adolf A. Berle Professor of Law, Columbia University Law School, New York City
9:45 Jumpstarting Capital Formation - the New Legislation and Other Developments
- Practical impacts of the JOBS Act
- Measures to foster capital formation while maintaining investor protection
- Changes in the communications environment after the JOBS Act
- Dealing with nonpublic public companies
- Increased pressure for resale liquidity
- Impact of market structure changes on capital raising
Moderator: David M. Lynn
Speakers: Abigail Arms, David B. Harms, Lona Nallengara, Jeffrey W. Rubin
11:15 Networking Break
11:30 The New IPO Process - Preparation, Execution, Completion
- How the JOBS Act will change the IPO process
- Confidential submissions and SEC review
- Testing the waters and research - the new flexibility in practice
- The “on-ramp” provisions and Emerging Growth Company status
Moderator: Steven E. Bochner
Speakers: Paula Dubberly, Keith F. Higgins, Shawn J. Lindquist, Thomas W. Yang
Afternoon Session: 2:00 p.m. - 5:00 p.m.
2:00 Update from the Division of Corporation Finance
- Hear from the most senior officials of the Division
- Status of implementing the legislative mandates
- What are other rulemaking initiatives?
- Key areas of focus in the SEC review process
- Other capital markets activities
Speakers: Meredith B. Cross, Paula Dubberly, Lona Nallengara, Shelley E. Parratt
3:15 Networking Break
3:30 Minding Your Knitting - Ongoing Disclosure and Compensation Challenges
- Experience in handling Dodd-Frank and other new SEC requirements
- Current compensation disclosure and design developments
- MD&A keeps evolving
- Is shorter disclosure better disclosure?
- Dealing effectively with websites and social media compliance
Moderator: Brian V. Breheny
Speakers: Catherine T. Dixon, Martin P. Dunn, Keir D. Gumbs, Daniel J. Ryterband, Shelley E. Parratt
DAY TWO, Thursday, November 8, 2012, 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Keynote Address
Alan Murray, Deputy Managing Editor, Executive Editor, Online, The Wall Street Journal, New York City
9:30 General Counsel Roundtable
- Key issues facing boards and GCs in 2013
- Effectively serving multiple masters
- Dealing with the complexities of global operations and invigorated global regulators
- Compliance challenges in the era of the whistleblower
- When to self report?
Moderator: Brackett B. Denniston, III
Speakers: Frank Jimenez, Louise M. Parent, Hon. E. Norman Veasey, Richard H. Walker
10:45 Networking Break
11:00 Dealing with Challenging Corporate Problems - Hypothetical Scenarios (30 min. Ethics credit)
- Our CEO has been accused of wrongdoing
- Do we have to disclose the details about that loss contingency?
- We may have an FCPA problem
- Our data protection systems are vulnerable
- We may have to restate
Speakers: Ralph C. Ferrara, Michele Coleman Mayes, John F. Olson
12:30 Q&A Picnic Lunch with the SEC Staff
Meredith B. Cross, Director
Paula Dubberly, Deputy Director, Policy and Capital Markets
Lona Nallengara, Deputy Director, Legal and Regulatory Policy
Shelley E. Parratt, Deputy Director, Disclosure Operations
Tamara Brightwell, Senior Special Counsel
Lillian Brown, Senior Special Counsel
Jennifer Zepralka, Senior Special Counsel
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45 Governance Challenges - Moving Away from “Whack-a-Mole”
- Rules of engagement - collaboration or confrontation
- The say-on-pay experience in year two
- Practical considerations in dealing with proxy access
- What are the criteria for an effective board?
- Who are your shareholders and beneficial owners?
- Recognizing that activist investors come in different stripes
Moderator: James H. Cheek, III
Speakers: Stephen L. Brown, Meredith B. Cross, David A. Katz, David B. H. Martin
3:15 Networking Break
3:30 The Changing World of Accounting and Auditing - No Lawyer Left Behind
Special Address: James R. Doty, Chairman, Public Company Accounting Oversight Board
- The brave new world of audit committees and auditors
- Is IFRS coming to our shores? And what will it mean if it does?
- The accounting and auditing of (not) going concerns
- Challenging accounting issues in the IPO arena
- Hot spots of SEC accounting reviews today
Moderator: John W. White
Speakers: Paul A. Beswick, James R. Doty, Jamie S. Miller, Donald T. Nicolaisen, Joseph B. Ucuzoglu
DAY THREE , Friday, November 9, 2012, 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 1:00 p.m.
9:00 Enforcement Roundtable (30 min. Ethics credits)
- Financial crisis cases - the SEC/DOJ keep charging ahead
- Hedge funds and private equity - the SEC/DOJ are looking - what are they finding?
- Insider trading - something old or something new?
- The crowded enforcement landscape - the SEC/DOJ are joined by international regulators, the courts and Congress
- The end game - charging and settlement issues
- Lawyers in the crosshairs
Moderator: Richard H. Walker
Speakers: Preet Bharara, Robert S Khuzami, Carmen J. Lawrence, Mary Jo White, Bruce E. Yannett
10:30 Networking Break
10:45 Ethics: Dealing with Whistleblowers and Investigations (One hour Ethics credit)
- Mutiny for the bounty
- Impact on internal compliance programs
- What is impermissible retaliation?
- How is the SEC's program working?
- Lawyers as bounty hunters
- Who is the client/representing multiple clients
Moderator: Linda Chatman Thomsen
Speakers: David M. Becker, Sean McKessy, Robert H. Mundheim, Cheryl J. Scarboro
11:45 Private Securities Litigation
- Key considerations in evaluating and defending a securities class action
- What are the limits of U.S. jurisdictional reach
- How both sides can best approach settlement
- Dealing with related derivative and class actions
- Effective use of forensic accountants
Moderator: Bruce D. Angiolillo
Speakers: Brad S. Karp, Lewis J. Liman, Julie A. North, Samuel R. Rudman, D. Scott Tucker
Afternoon Session: 2:00 p.m. - 5:00 p.m.
2:00 Delaware Law Matters
- Ramifications of freedom of contract
- Are there default fiduciary duties in alternative entities?
- Can you define the duty of good faith and fair dealing?
- Can you limit remedies of investors - arbitration as the exclusive route?
- Can you make Delaware the forum of choice?
- Evolving standards for evaluating transactions with controlling shareholders and others
Moderator: Gregory V. Varallo
Speakers: Frederick H. Alexander, Lawrence A. Hamermesh, Hon. Henry duPont Ridgely, Jessica Zeldin
3:15 Networking Break
3:30 M&A Returns: Friendly and Unfriendly Deals
- Current trends in the M&A market and in deal terms and structure
- Dealing with financial adviser conflicts
- How far can you go in locking up the deal?
- Defensive practices after Airgas
- Dealing with financing and regulatory execution risk and conditionality
Moderator: Robert E. Spatt
Speakers: Richard E. Climan, Audra D. Cohen, Robert Kindler, Steven A. Rosenblum, Hon. Donald F. Parsons, Jr.
Paul A. Beswick
~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
~ United States Attorney, United States Attorney's Office, Southern District of New York
~ Senior Special Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission
Stephen L. Brown
~ Senior Director of Corporate Governance & Associate General Counsel, TIAA-CREF
James R. Doty
~ Chairman, Public Company Accounting Oversight Board
~ Deputy Director, Policy and Capital Markets, U.S. Securities and Exchange Commission
Lawrence A. Hamermesh
~ Ruby R. Vale Professor of Corporate and Business Law, Institute of Delaware Corporate and Business Law, Widener University School of Law
Frank R. Jimenez
~ General Counsel, Secretary and Managing Director, Government Affairs, Bunge Ltd.
Brad S. Karp
~ Chairman, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Robert S Khuzami
~ Former Director, Division of Enforcement, U.S. Securities and Exchange Commission
~ Vice Chairman, Global Head of Mergers & Acquisitions, Morgan Stanley
~ Chief, Office of the Whistleblower, Division of Enforcement, US Securities and Exchange Commission
Jamie S. Miller
~ Vice President, Controller and Chief Accounting Officer, General Electric Company
~ Deputy Managing Editor, Executive Editor, Online, The Wall Street Journal
~ Acting Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Donald T. Nicolaisen
~ Independent Director, Verizon, MGIC Investment Corp., Zurich Insurance Group, Morgan Stanley
Louise M. Parent
~ Executive Vice President and General Counsel, American Express Company
Shelley E. Parratt
~ Deputy Director, Disclosure Operations, Division of Corporation Finance, U.S. Securities and Exchange Commission
Jeffrey W. Rubin
~ Vice President and General Counsel, Financial Accounting Foundation
Joseph B. Ucuzoglu
~ National Managing Partner, Regulatory and Public Policy, Deloitte LLP
Thomas W. Yang
~ Managing Director & Associate General Counsel, Bank of America Merrill Lynch