Why you should attend
Practising Law Institute, the leading nonprofit continuing legal education provider, has offered seminars in the United States since 1933, primarily in New York City, San Francisco, Chicago and Washington, D.C. In 2001, PLI added the Institute on Securities Regulation in Europe, held in London, UK; and just this year we moved into Asia, holding the First Annual Institute on Corporate & Securities Law in Hong Kong.
We are pleased to announce our expansion into Latin America with Practising Law Institute’s First Annual Institute on Current Developments in Latin American Cross-Border Securities Transactions 2013. This highly anticipated Institute will feature leading practitioners active in U.S. and Latin American corporate and securities law, as well as government regulators, prominent investment bank professionals and in-house counsel.
Don’t miss this extraordinary opportunity to attend our first-ever event in Latin America and make history! Hear from top industry professionals and receive the very latest updates on recent developments in cross-border transactions in Latin America, with a focus on Brazil. The year 2013 appears to be headed towards being another interesting year in Latin American capital markets with indications of an increase in dual-listed equity offerings and innovative debt transactions. Stay current on ‘33 and ‘34 Act disclosure compliance for SEC registrants and home country disclosure requirements for Brazilian issuers. Topics will include a wide spectrum of matters affecting issuers in the U.S. and home country markets, including, for example, staff comment, staff review priorities and interpretations, disclosure drivers and best practices, conflict minerals and government payments by companies in resource extractive industries; domestic and international economic, political and regulatory uncertainties and developments; and climate change, and the continuing convergence towards a global accounting standard. Learn about regulatory developments in easing market access for prospective issuers. Hear from experienced regulatory practitioners who will focus on hot issues, best practices and practical pointers in international offerings. Our faculty will review key areas of regulatory focus, including FCPA, OFAC and other money laundering regulations, and insider trading. Important topics on corporate governance will also be discussed. And a separate panel will focus on developments in project finance as Brazilian infrastructure receives increased attention as the 2014 World Cup and 2016 Rio Olympics approach.
What you will learn
- Practical how-to guidance on drafting SEC and home country disclosure documents
- Updates on recent SEC staff comments on disclosure, as well as ‘33 and ‘34 Act-driven compliance
- Updates on various initiatives by regulators to ease issuer access to public markets
- Practical guidance on dealing with issues of regulatory focus, including FCPA, OFAC and insider trading
- Updates on corporate governance, including audit committee requirements and corporate models for public companies with dispersed ownership
- Current developments in financing of infrastructure projects
Who should attend
Attorneys (law firm and in-house), accountants, financial and compliance officers, disclosure committee members and others responsible for company disclosure; and those who oversee compliance with the securities laws and for financing of infrastructure projects.
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, hosted by BTG Pactual, will be available upon your arrival.
Morning Session: 8:45 a.m. - 12:30 p.m.
8:45 Recent Developments in Securities Offerings
A. Setting the Stage
- Market outlook
- Looking ahead to 2014
Paul T. Schnell, Jean Pierre Zarouk
B. Securities Offerings Updates
- Recent issues involving dual-listed SEC registered offerings by Latin American issuers
- Developments in ‘33 and ‘34 Act disclosure compliance
- Enforcement trends in the U.S. and Latin America for securities law violations
- Recent developments in debt capital markets transactions
- Exempt transactions
- Issues in dual-track offerings
Richard S. Aldrich, Jr. (Moderator); Donald E. Baker, Jonathan David Bisgaier, Aline Menezes, José Eduardo Carneiro Queiroz
10:15 Foreign Corrupt Practices Act (FCPA), Office of Foreign Assets Control (OFAC) and Other Money Laundering Regulations
- Recent guidelines published by the SEC and DOJ on the FCPA and their expected effects on corporate finance transactions
- Effects the FCPA, OFAC and other regulations have had on the due diligence process for corporate finance transactions
- Disclosure issues of FCPA, OFAC and other investigations in SEC/CVM public filings
- Office of Global Security Risk
- Addressing compliance issues in corporate transactions
Sergio J. Galvis (Moderator); Lanny A. Breuer, Esther Miriam Flesch, Cheryl J. Scarboro
11:15 Networking Break
11:30 Developments in SEC and CVM Regulations for Easing Issuer Market Access
- SEC and local regulators’ developments in easing market access for midsized issuers, including the JOBS Act in the U.S.
- Developments in local offerings by Latin American issuers, particularly governmental tax and other incentives for debentures and other exempt offerings
- Prospects for continued change in SEC and CVM regulations
S. Todd Crider (Moderator); Joaquim José Aceturi de Oliveira, Marie Elena Angulo, Daniel De Miranda Facó, Francisco José Pinheiro Guimarães
12:30 Luncheon Presentation – Hosted by BTG Pactual
Keynote Address – Economic Outlook
Persio Arida, Managing Partner, Chairman of BTG Pactual Asset Management, São Paulo
Keynote Address – SEC Perspective on International Offerings
Paul M. Dudek, Chief, Office of International Corporate Finance, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, D.C.
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45 Insider Trading
- Recent enforcement trends in insider trading cases
- Framework for cooperation between SEC and CVM in enforcing insider trading laws in the cross-border context
Linda Chatman Thomsen (Moderator); Alberto de Orleans Bragança, Fulvio Italiani, Celso Cintra Mori
2:45 Corporate Governance
- Audit committee requirements for Brazilian companies under CVM and SEC regulations, and issues Brazilian and Latin American issuers face in complying with audit committee requirements
- Establishing the corporate governance model for public companies without controlling shareholders
Francisco Antunes Maciel Müssnich (Moderator); Isabel Carvalho, Jean Michel Enriquez D., Carlos Alexandre Lobo, Bruce E. Mescher
3:45 Networking Break
4:00 Project Finance
- Government policies impacting the project finance/infrastructure market
- Role of export credit agencies (ECAs) in project finance transactions in Brazil and the prospects for their continued involvement in the market
- Aircraft capital markets transactions
- Exempt securities offerings
- Prospects for increased issuances of project bonds and other similar debt offerings
- Role of non-Brazilian lenders in project finance transactions, particularly multilateral lenders and international financial institutions
Cynthia Urda Kassis (Moderator); Claudette M. Christian, Chantal E. Kordula, Alberto Zoffmann
5:00 Adjourn
5:30 Reception for All Attendees – Hosted by BTG Pactual
Co-Chair(s)
Speaker(s)
Persio Arida ~ Managing Partner, Chairman of BTG Pactual Asset Management
Lanny A. Breuer ~ Former Assistant Attorney General for the Criminal Division of the U.S. Department of Justice, Covington & Burling LLP
Paul M. Dudek ~ Chief, Office of International Corporate Finance, Division of Corporation Finance, U.S. Securities and Exchange Commission
Esther Miriam Flesch ~ Trench, Rossi e Watanabe Advogados, associated with Baker & McKenzie International
Jean Pierre Zarouk ~ Managing Director, Co-Head of Lazard Brazil Investment Banking, Lazard Freres & Co.
Program Attorney(s)