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Annual Disclosure Documents 2013


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Why you should attend

Stay current on disclosure requirements and developments affecting annual disclosure documents, proxy soliciting materials, and ongoing disclosure practices of SEC reporting companies, as well as financial reporting developments, ethical compliance challenges facing lawyers, and more. Hear from the SEC staff and our faculty who will focus on current “hot issues,” best practices and practical pointers. The year 2013 appears headed towards being another interesting one, with significant events and uncertainties covering a wide spectrum of matters affecting public company disclosures — including, for example, the rulemaking mandated by the JOBS Act and Dodd-Frank Act; disclosures under recent legislation and rulemaking (in particular compensation committees and advisers, conflict minerals and government payments by companies in resource extractive industries, and the Iran Threat Reduction Act); the use of social media; domestic and international economic, political and regulatory uncertainties and developments; and cybersecurity, weather trends, and the continuing convergence towards a global accounting standard. Ethics and whistleblower developments impose even further challenges on both in-house and outside counsel. Our faculty will discuss key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting disclosures outside the financial statements.

What you will learn

  • Disclosure practices and developments, including under the JOBS Act, the Dodd-Frank Act and the Iran Threat Reduction Act; 2013 legislation and SEC rulemaking; recent judicial decisions; and staff comments, views and guidance
  • Practical how-to guidance on drafting Exchange Act disclosure and proxy documents
  • Updates on current executive compensation disclosures, requirements and practices
  • Practical guidance on holding an annual meeting and interfacing with shareholders
  • Review of the 2013 shareholder proposal season; what to expect for 2014
  • Developments on the use of social media, including the Netflix 21A report
  • Plus! Earn one full hour of ethics credit

Who should attend

Attorneys, accountants, financial and compliance officers, disclosure committee members, and others responsible for preparing public company disclosures and/or overseeing compliance with the securities laws.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.

Day One: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:30 p.m.

9:00 Corporation Finance Developments and Priorities

  • Rulemaking initiatives, including pursuant to the JOBS Act and the Dodd-Frank Act
  • Update on C&DIs and other Staff guidance
  • Update on the Staff’s disclosure review program
  • Best practices in interacting with the SEC Staff

Abigail Arms, Mary J. Mullany, Amanda Ravitz, Todd J. Russo, Jennifer A. Zepralka

10:00 Disclosure Practices and Challenges

  • Practical considerations when drafting Management’s Discussion and Analysis of Financial Condition and Operating Results and Risk Factors
  • Practices for disclosing good and bad news
  • Recent SEC developments

Abigail Arms, Sandra L. Flow, Mneesha O. Nahata, Christoph A. Pereira, Amanda Ravitz, Todd J. Russo, Jennifer A. Zepralka

11:00 Networking Break

11:15 Emerging Disclosure Developments

  • The expanding use of social media
  • Considerations relating to the SEC’s conflict minerals and resource extraction rules
  • Disclosure considerations under the Iran Threat Reduction Act
  • What has been the staff’s experience

Abigail Arms, Sandra L. Flow, Deborah C. Lofton, Mary J. Mullany, Mneesha O. Nahata, Christoph A. Pereira, Amanda Ravitz, Todd J. Russo,
Jennifer A. Zepralka

12:30 Lunch

Afternoon Session: 1:30 p.m. - 5:00 p.m.

1:30 Accounting and Financial Reporting Developments and Priorities

  • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
  • ASC 450 (FAS 5) contingencies
  • Fair value accounting
  • Impairments
  • Application of significant subsidiary tests
  • Practice developments resulting from the JOBS Act
  • What to look for during the coming year

Abigail Arms, Christopher L. Bruner, Sandra L. Flow, Todd J. Russo

2:30 Networking Break

2:45 Insider Trading and Securities Offerings Developments

  • 10b5-1 plans and insider trading
  • FCPA developments
  • Securities offering developments

Abigail Arms, Deborah C. Lofton, Joan E. McKown, Mary J. Mullany, Amanda Ravitz, Todd J. Russo

4:00 Ethics: Developments and Challenges

  • “Appearing and practicing before the Commission”
  • Lawyers as gatekeepers
  • Whistleblower developments
  • Challenges coming out of recent legislation

Abigail Arms, Joan E. McKown

5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:30 p.m.

9:00 Say-on-Pay – The Ongoing Experience

  • Say-on-pay – issues and 2013 results
  • Say-on-parachutes – the disclosure and vote requirements
  • Practical consequences of say-on-pay votes

Melissa L. Burek, Tanuja Dehne, Deborah C. Lofton, Ronald O. Mueller, Mary J. Mullany, Christoph A. Pereira, Amanda Ravitz

10:00 Developments and Best Practices in Executive Compensation

  • Focus of SEC Staff comments and latest staff guidance
  • The ever-evolving Compensation Discussion and Analysis
  • Impact of Dodd-Frank on pay-for-performance, internal pay comparisons and other disclosures
  • The heightened requirements for and scrutiny of board compensation committees
  • Executive compensation trends
  • Trends in independent compensation committee advisers
  • Shareholder litigation

Melissa L. Burek, Tanuja Dehne, Keir D. Gumbs, Doreen E. Lilienfeld, Deborah C. Lofton, Mary J. Mullany, Christoph A. Pereira

11:15 Networking Break

11:30 Annual Reporting Practices and Shareholder Meeting

  • Tips in preparing your 2014 annual meeting proxy statement and annual report, and holding your annual meeting
  • SEC and other developments affecting annual reporting and the proxy solicitation process

Keir D. Gumbs, Deborah C. Lofton, Ronald O. Mueller, Mary J. Mullany, Christoph A. Pereira, Todd J. Russo

12:30 Lunch

Afternoon Session: 1:30 p.m. – 5:00 p.m.

1:30 Corporate Governance and Shareholder Proposals

  • Corporate governance disclosures
  • Overview of the 2013 shareholder proposal season; what is anticipated for 2014
  • Shareholder proposals: tips on how to handle; be alert to changes in Staff positions
  • Shareholder activism

Stephen L. Brown, Richard H. Grubaugh, Keir D. Gumbs, Ronald O. Mueller, Christoph A. Pereira

2:45 Solicitation Issues

  • Proxy access
  • Getting the vote out
  • Proxy advisory firms
  • Communications with shareholders

Stephen L. Brown, Tanuja Dehne, Richard H. Grubaugh, Deborah C. Lofton, Ronald O. Mueller, Christoph A. Pereira 

3:45 Networking Break

4:00 Putting All the Pieces and Players Together

Discussion among the panelists and the audience of various scenarios tying together the day’s topics, addressing such issues as:

  • When and how to effectively use third parties, including the proxy adviser, proxy solicitor and other consultants
  • When to use additional soliciting material
  • Responding to shareholder proposals
  • Responding to actual or threatened litigation following the distribution of a proxy statement

Abigail Arms, Stephen L. Brown, Melissa L. Burek, Richard H. Grubaugh, Keir D. Gumbs, Doreen E. Lilienfeld, Deborah C. Lofton, Ronald O. Mueller, Mary J. Mullany, Todd J. Russo

5:00 Adjourn

Co-Chair(s)
Abigail Arms ~ Shearman & Sterling LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Stephen L. Brown ~ Senior Director of Corporate Governance & Associate General Counsel, TIAA-CREF
Christopher L. Bruner ~ Office Managing Partner, Ernst & Young LLP
Melissa L. Burek ~ Partner, Compensation Advisory Partners, LLC
Tanuja Dehne ~ Senior Vice President, Human Resources, NRG Energy, Inc.
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Richard H. Grubaugh ~ D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Deborah C. Lofton ~ Vice President, General Counsel and Secretary, Qlik Technologies, Inc.
Joan E. McKown ~ Jones Day
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Mneesha O. Nahata ~ Vice President, Corporate Legal, American Tower Corporation
Christoph A. Pereira ~ Chief Corporate, Securities & Finance Counsel, General Electric Company
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Jennifer A. Zepralka ~ Wilmer Cutler Pickering Hale and Dorr LLP
Program Attorney(s)
Meghan K. Carney ~ Program Attorney, Practising Law Institute

New York City Seminar Location

PLI New York Center, 1177 Avenue of the Americas (entrance on 45th Street), 2nd floor, New York, New York 10036. Message Center, program days only: (800) 260-4754.

New York City Hotel Accommodations

Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible.

Crowne Plaza Times Square, 1605 Broadway at 49th Street, New York, New York 10019. (800) 972-3160. When calling, mention Practising Law Institute and Corporate number 100312169. You may also book reservations online: go to www.cpmanhattantimessquare.com.

The Muse Hotel, 130 W. 46th Street, New York, New York 10036. (800) 546-7866. When calling, please mention Practising Law Institute to receive the corporate rate. You may also book online at www.themusehotel.com. Please enter rate code PRLW.

The Millennium Hotel, 145 W. 44th Street, New York, New York 10036. (800) 622-5569. When calling, please mention Practising Law Institute to receive the corporate rate. You may also book online at www.millenniumhotelnyc.com. Please enter rate code PLAW.

PLI programs qualify for credit in all states that require mandatory continuing legal education for attorneys. Please be sure to check with your state and the credit calculator to the right for details.


Please check the CLE Calculator above each product description for CLE information specific to your state.

Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys.  All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.

Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.

Why you should attend

Stay current on disclosure requirements and developments affecting annual disclosure documents, proxy soliciting materials, and ongoing disclosure practices of SEC reporting companies, as well as financial reporting developments, ethical compliance challenges facing lawyers, and more. Hear from the SEC staff and our faculty who will focus on current “hot issues,” best practices and practical pointers. The year 2013 appears headed towards being another interesting one, with significant events and uncertainties covering a wide spectrum of matters affecting public company disclosures — including, for example, the rulemaking mandated by the JOBS Act and Dodd-Frank Act; disclosures under recent legislation and rulemaking (in particular compensation committees and advisers, conflict minerals and government payments by companies in resource extractive industries, and the Iran Threat Reduction Act); the use of social media; domestic and international economic, political and regulatory uncertainties and developments; and cybersecurity, weather trends, and the continuing convergence towards a global accounting standard. Ethics and whistleblower developments impose even further challenges on both in-house and outside counsel. Our faculty will discuss key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting disclosures outside the financial statements.

What you will learn

  • Disclosure practices and developments, including under the JOBS Act, the Dodd-Frank Act and the Iran Threat Reduction Act; 2013 legislation and SEC rulemaking; recent judicial decisions; and staff comments, views and guidance
  • Practical how-to guidance on drafting Exchange Act disclosure and proxy documents
  • Updates on current executive compensation disclosures, requirements and practices
  • Practical guidance on holding an annual meeting and interfacing with shareholders
  • Review of the 2013 shareholder proposal season; what to expect for 2014
  • Developments on the use of social media, including the Netflix 21A report
  • Plus! Earn one full hour of ethics credit

Who should attend

Attorneys, accountants, financial and compliance officers, disclosure committee members, and others responsible for preparing public company disclosures and/or overseeing compliance with the securities laws.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.

Day One: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:30 p.m.

9:00 Corporation Finance Developments and Priorities

  • Rulemaking initiatives, including pursuant to the JOBS Act and the Dodd-Frank Act
  • Update on C&DIs and other Staff guidance
  • Update on the Staff’s disclosure review program
  • Best practices in interacting with the SEC Staff

Lillian Brown, Michael L. Hermsen, Barbara Jacobs, William L. Tolbert, Jr.

10:00 Disclosure Practices and Challenges

  • Practical considerations when drafting Management’s Discussion and Analysis of Financial Condition and Operating Results and Risk Factors
  • Practices for disclosing good and bad news
  • Recent SEC developments

Lillian Brown, Michael L. Hermsen, Barbara Jacobs, Thaddeus J. Malik, William L. Tolbert, Jr.

11:00 Networking Break

11:15 Emerging Disclosure Developments

  • The expanding use of social media
  • Considerations relating to the SEC’s conflict minerals and resource extraction rules
  • Disclosure considerations under the Iran Threat Reduction Act
  • What has been the staff’s experience

Lillian Brown, James J. Junewicz, Lawrence D. Levin

12:30 Lunch

Afternoon Session: 1:30 p.m. - 5:00 p.m.

1:30 Accounting and Financial Reporting Developments and Priorities

  • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
  • ASC 450 (FAS 5) contingencies
  • Fair value accounting
  • Impairments
  • Application of significant subsidiary tests
  • Practice developments resulting from the JOBS Act
  • What to look for during the coming year

Charles E. Berg, William L. Tolbert, Jr.

2:30 Networking Break

2:45 Insider Trading and Securities Offerings Developments

  • 10b5-1 plans and insider trading
  • FCPA developments
  • Securities offering developments

James J. Junewicz, Lawrence D. Levin, Joan E. McKown

4:00 Ethics: Developments and Challenges

  • “Appearing and practicing before the Commission”
  • Lawyers as gatekeepers
  • Whistleblower developments
  • Challenges coming out of recent legislation

Michael L. Hermsen, Joan E. McKown, William L. Tolbert, Jr.

5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:30 p.m.

9:00 Say-on-Pay – The Ongoing Experience

  • Say-on-pay – issues and 2013 results
  • Say-on-parachutes – the disclosure and vote requirements
  • Practical consequences of say-on-pay votes

Edward A. Hauder, Doreen E. Lilienfeld, Laura D. Richman, Elaine Wolff

10:00 Developments and Best Practices in Executive Compensation

  • Focus of SEC Staff comments and latest staff guidance
  • The ever-evolving Compensation Discussion and Analysis
  • Impact of Dodd-Frank on pay-for-performance, internal pay comparisons and other disclosures
  • The heightened requirements for and scrutiny of board compensation committees
  • Executive compensation trends
  • Trends in independent compensation committee advisers
  • Shareholder litigation

Edward A. Hauder, Doreen E. Lilienfeld, Laura D. Richman, Elaine Wolff

11:15 Networking Break

11:30 Annual Reporting Practices and Shareholder Meeting

  • Tips in preparing your 2014 annual meeting proxy statement and annual report, and holding your annual meeting
  • SEC and other developments affecting annual reporting and the proxy solicitation process

Stathy Darcy, Daniel Horwood, Anne T. Larin, Joseph C. Letizia, Laura D. Richman

12:30 Lunch

Afternoon Session: 1:30 p.m. – 5:00 p.m.

1:30 Corporate Governance and Shareholder Proposals

  • Corporate governance disclosures
  • Overview of the 2013 shareholder proposal season; what is anticipated for 2014
  • Shareholder proposals: tips on how to handle; be alert to changes in Staff positions
  • Shareholder activism

Carol Bowie, Richard H. Grubaugh, Keir D. Gumbs, Daniel Horwood, Anne T. Larin, Joseph C. Letizia, William L. Tolbert, Jr.

2:45 Solicitation Issues

  • Proxy access
  • Getting the vote out
  • Proxy advisory firms
  • Communications with shareholders

Carol Bowie, Stathy Darcy, Keir D. Gumbs, Daniel Horwood, Anne T. Larin, Joseph C. Letizia

3:45 Networking Break

4:00 Putting All the Pieces and Players Together

Discussion among the panelists and the audience of various scenarios tying together the day’s topics, addressing such issues as:

  • When and how to effectively use third parties, including the proxy adviser, proxy solicitor and other consultants
  • When to use additional soliciting material
  • Responding to shareholder proposals
  • Responding to actual or threatened litigation following the distribution of a proxy statement

Carol Bowie, Stathy Darcy, Richard H. Grubaugh, Keir D. Gumbs, Michael L. Hermsen, Daniel Horwood, Anne T. Larin, Joseph C. Letizia, Doreen E. Lilienfeld, William L. Tolbert, Jr.

5:00 Adjourn

Co-Chair(s)
Michael L. Hermsen ~ Mayer Brown LLP
William L. Tolbert, Jr. ~ Jenner & Block LLP
Speaker(s)
Charles E. Berg ~ Retired, PricewaterhouseCoopers LLP,
Carol Bowie ~ Head, Compensation Policy Development, Institutional Shareholder Services
Lillian Brown ~ Wilmer Hale
Stathy Darcy ~ Senior Vice President, Deputy General Counsel, CNA Financial Corporation
Richard H. Grubaugh ~ D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Attorney and Consultant, Exequity LLP
Daniel Horwood ~ Associate General Counsel, Corporate & Securities and Assistant Secretary, Groupon, Inc.
Barbara C. Jacobs ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
James J. Junewicz ~ Winston & Strawn LLP
Anne T. Larin ~ Corporate Secretary, General Motors Company
Joseph C. Letizia ~ Senior Corporate Counsel - Securities, FirstEnergy Corp.
Lawrence D. Levin ~ Katten Muchin Rosenman LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Thaddeus J. Malik ~ Paul Hastings LLP
Joan E. McKown ~ Jones Day
Laura D. Richman ~ Mayer Brown LLP
Elaine Wolff ~ Jenner & Block LLP
Program Attorney(s)
Meghan K. Carney ~ Program Attorney, Practising Law Institute
Chicago Seminar Location

University of Chicago Gleacher Center, 450 N. Cityfront Plaza Drive, Chicago, Il 60611. (312) 464-8787.

Chicago Hotel Accommodations

InterContinental Chicago Magnificent Mile, 505 North Michigan Avenue, Chicago, Illinois 60611. (800) 628-2112. Please contact hotel directly in order to receive the preferred rate. When calling, please mention PLI and the name of the program you are attending. The cut-off date for the preferred rate is November 13, 2013.

PLI programs qualify for credit in all states that require mandatory continuing legal education for attorneys. Please be sure to check with your state and the credit calculator to the right for details.


Please check the CLE Calculator above each product description for CLE information specific to your state.

Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys.  All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.

Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.

Related Items

On-Demand  On-Demand Programs

Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments Dec. 18, 2012

Handbook  Course Handbook Archive

Annual Disclosure Documents 2014  
Annual Disclosure Documents 2013  
Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments Abigail Arms, Shearman & Sterling LLP
Michael L. Hermsen, Mayer Brown LLP
William L. Tolbert, Jr., Jenner & Block LLP
Mary J. Mullany, Ballard Spahr LLP
 
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