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. 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 have no doubt that PLI's 44th Annual Institute on Securities Regulation will be the most important and comprehensive securities conference this year.
Lecture Topics [Total time 20:33:02]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Welcome and Opening Remarks* [00:07:54]
Alan L. Beller, Colleen P. Mahoney, Stanley Keller
- Keynote Address [00:31:16]
John C. Coffee, Jr.
- Jumpstarting Capital Formation - the New Legislation and Other Developments [01:33:44]
Abigail Arms, David B. Harms, David M. Lynn, Jeffrey W. Rubin, Lona Nallengara
- The New IPO Process - Preparation, Execution, Completion [01:34:25]
Thomas W. Yang, Paula Dubberly, Keith F. Higgins, Shawn J. Lindquist, Steven E. Bochner
- Update from the Division of Corporation Finance [01:17:14]
Meredith B. Cross, Shelley E. Parratt, Paula Dubberly, Lona Nallengara
- Minding Your Knitting - Ongoing Disclosure and Compensation Challenges [01:30:36]
Brian V. Breheny, Catherine T. Dixon, Martin P. Dunn, Keir D. Gumbs, Daniel J. Ryterband, Shelley E. Parratt
- Keynote Address* [00:24:33]
Alan Murray
- General Counsel Roundtable [01:13:22]
Louise M. Parent, Hon. E. Norman Veasey, Brackett B. Denniston, III, Richard H. Walker, Frank R. Jimenez
- Dealing with Challenging Corporate Problems - Hypothetical Scenarios [01:32:54]
Ralph C. Ferrara, Michele Coleman Mayes, John F. Olson
- Q & A with the SEC Staff [01:05:46]
Tamara Brightwell, Lillian Brown, Lona Nallengara, Jennifer Zepralka, Shelley E. Parratt, Meredith B. Cross, Paula Dubberly
- Governance Challenges - Moving Away from "Whack-A-Mole" [01:28:57]
David B. H. Martin, Stephen L. Brown, James H. Cheek, III, David A. Katz, Meredith B. Cross
- The Changing World of Accounting and Auditing - No Lawyer Left Behind [01:31:16]
John W. White, James R. Doty, Donald T. Nicolaisen, Joseph B. Ucuzoglu, Jamie S. Miller, Paul A. Beswick
- Enforcement Roundtable [01:32:59]
Preet Bharara, Robert S. Khuzami, Carmen J. Lawrence, Richard H. Walker, Mary Jo White, Bruce E. Yannett
- Ethics: Dealing with Whistleblowers and Investigations [01:00:38]
Linda Chatman Thomsen, David M. Becker, Robert H. Mundheim, Sean McKessy, Cheryl J. Scarboro
- Private Securities Litigation [01:16:25]
Bruce D. Angiolillo, Brad S. Karp, Samuel H. Rudman, D. Scott Tucker, Julie A. North, Lewis J. Liman
- Delaware Law Matters [01:19:17]
Lawrence A. Hamermesh, Hon. Henry duPont Ridgely, Gregory V. Varallo, Jessica Zeldin, Frederick H. Alexander
- M&A Returns: Friendly and Unfriendly Deals [01:31:46]
Richard E. Climan, Audra D. Cohen, Robert Kindler, Hon. Donald F. Parsons Jr., Robert E. Spatt, Steven A. Rosenblum
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- The JOBS Act: An Overview of its Impact on the Securities Offering Process
John C. Coffee, Jr.
- The Jumpstart Our Business Startups Act Reforms the Securities Offering Framework
Abigail Arms
- The Jumpstart Our Business Startups Act of 2012
David M. Lynn
- Jumpstart Our Business Startups ("JOBS") Act--An Overview
David B. Harms
- What Disclosures Does the JOBS Act Require in IPO Prospectuses?
Keith F. Higgins
- Initial Public Offerings, Forecasts and Selective Disclosure
Keith F. Higgins
- Jumpstart Our Business Startups Act Frequently Asked Questions: Generally Applicable Questions on Title I of the JOBS Act May 3, 2012 (Questions 18-41) April 16, 2012 (Questions 1-17)
- Jumpstart Our Business Startups Act Frequently Asked Questions: Changes to the Requirements for Exchange Act Registration and Deregistration April 11, 2012
- Jumpstart Our Business Startups Act Frequently Asked Questions: Confidential Submission Process for Emerging Growth Companies April 10, 2012
- SEC Press Release 2012-170: SEC Proposes Rules to Implement JOBS Act Provision About General Solicitation and Advertising in Securities Offerings, August 29, 2012
- SEC Press Release 2012-163: SEC Adopts Rule for Disclosing Use of Conflict Minerals, August 22, 2012
- SEC Press Release 2012-164: SEC Adopts Rules Requiring Payment Disclosures by Resource Extraction Issuers, August 22, 2012
Meredith B. Cross
- Skadden Memorandum: CFTC Takes Steps to Implement the Clearing Regime for Swaps and Finalizes the Exception from Clearing for Commercial End-Users, August 15, 2012
Brian V. Breheny
- Skadden Executive Compensation and Benefits Alert: Two-Thirds of the Way Through the 2012 Proxy Season--Lessons Learned, June 21, 2012
Brian V. Breheny
- Skadden Executive Compensation and Benefits Alert: Important Section 409A Relief Expires at Year-End, September 10, 2012
Brian V. Breheny
- Skadden Memorandum: SEC Adopts Conflict Minerals Rules, September 5, 2012
Brian V. Breheny
- Skadden Memorandum: SEC Adopts Rules Requiring Disclosure of Payments by 'Resource Extraction Issuers', September 5, 2012
Brian V. Breheny
- Skadden Securities Regulation and Compliance Alert: SEC Adopts Rules Requiring New Listing Standards for Compensation Committees, June 22, 2012
Brian V. Breheny
- SEC Guidance on Use of Corporate Websites--Where are We Four Years Later?
Catherine T. Dixon, Keir D. Gumbs, P.J. Himelfarb
- Covington & Burling LLP Advisory--Securities: SEC Adopts Conflict Minerals Rules, August 24, 2012
Keir D. Gumbs
- Covington & Burling LLP Advisory--Securities: SEC Adopts Resource Extraction Payment Rules, August 29, 2012
Keir D. Gumbs
- Political Spending Shareholder Activism in 2012 and Beyond
Keir D. Gumbs
- 2012 Glass Lewis Policy Updates, July 20, 2012
Daniel J. Ryterband
- SEC Finalizes Rules for Compensation Committee and Adviser Independence (Few Changes from Rules Proposed in April 2011), June 27, 2012
Daniel J. Ryterband
- Proxy Advisor Say on Pay Assessment Process and Vote Outcome
Daniel J. Ryterband
- Katrice Bridges Copeland, In-House Counsel Beware!, 39 Fordham URB. L.J. 391 (2011)
Brackett B. Denniston, III
- Donald C. Langevoort, Getting (Too) Comfortable: In-House Lawyers, Enterprise Risk, And The Financial Crisis, Wis. L. Rev. 495 (2012)
Brackett B. Denniston, III
- U.S. v. Stevens, Criminal Action: RWT-10-694 (D. MD. May 10, 2011)
Brackett B. Denniston, III
- American Express Company Corporate Governance Principles (As Amended and Restated as of February 23, 2012)
Louise M. Parent
- Weil, Gotshal & Manges LLP Memorandum, March 2012
Kim KW Rucker
- Weil, Gotshal & Manges LLP Securities Enforcement & Litigation Alert: SEC Speaks 2012: An "Entrepreneurial" and Restructured SEC Pledges Proactive Enforcement
Kim KW Rucker
- General Counsel Buffeted by Compliance Demands and Client Pressures May Face Personal Peril
Hon. E. Norman Veasey
- Corporate Governance & Private Securities Litigation
Ralph C. Ferrara
- Selected Recent Developments in U.S. Securities Laws and Corporate Finance, as of August 24, 2012
John F. Olson, Stephen I. Glover, Brian J Lane, Jonathan C. Dickey, James J. Moloney, Ronald O. Mueller, Amy L. Goodman, Gillian McPhee, Bradford P Weirick, Paul J Collins, Scott J Calfas, Elizabeth A. Ising
- U.S. v. Stevens, 771 F. Supp. 556 (D. MD. March 23, 2011)
John F. Olson
- U.S. vs. Stevens, Criminal Action: RWT-10-694 (D. MD. May 10, 2011), See Chapter 28
John F. Olson
- Speech by SEC Staff: Remarks to Criminal Law Group of the UJA--Federation of New York, by Robert S. Khuzami, Director, Division of Enforcement, U.S. Securities and Exchange Commission, New York City, June 1, 2011
John F. Olson
- Surviving a Restatement, Insights: The Corporate & Securities Law Advisor Volume 26, Number 4, April 2012
Steven E. Bochner, John J. Huber
- TIAA-CREF Policy Statement on Corporate Governance
Stephen L. Brown
- Takeover and Activist Response Checklist and Dealing with Activist Hedge Funds
David A. Katz
- Takeover Law and Practice
David A. Katz
- Corporate Governance Update: Advice For the Board in CEO Selection and Succession Planning
David A. Katz
- Corporate Governance Update: Analyzing Aspects of Board Composition
David A. Katz
- Corporate Governance Update: ISS Policy Updates for 2012 Proxy Season
David A. Katz
- Corporate Governance Update: Section 13(d) Reporting Requirements Need Updating
David A. Katz
- Corporate Governance Update: 'Say on Pay' in the 2012 Proxy Season
David A. Katz
- Board Oversight of Routine Shareholder Engagement
David B. H. Martin
- Public Company Accounting Oversight Board Auditing Standard No. 16--Communications with Audit Committees; Related Standards; and Transitional Amendments to AU Sec. 380, PCAOB Release No. 2012-004, August 15, 2012
James R. Doty
- Report on the Progress of the Interim Inspection Program Related to Audits of Brokers and Dealers, PCAOB Release No. 2012-005, August 20, 2012
James R. Doty
- Information for Audit Committees About the PCAOB Inspection Process, PCAOB Release No. 2012-003, August 1, 2012
James R. Doty
- PCAOB Proposed Auditing Standard--Related Parties, Proposed Amendments to Certain PCAOB Auditing Standards Regarding Significant Unusual Transactions and Other Proposed Amendments to PCAOB Auditing Standards, PCAOB Release No. 2012-001, February 28, 2012
John W. White
- Still No Decision, SEC Issues Final Report on Incorporation of IFRSs, Deloitte Heads Up, July 19, 2012, Volume 19, Issue 15
Joseph B. Ucuzoglu
- Information for Audit Committees About the PCAOB Inspection Process, Deloitte Heads Up, August 30, 2012, Volume 19, Issue 20
Joseph B. Ucuzoglu
- Work Plan for the Consideration of Incorporating International Financial Reporting Standards Into the Financial Reporting System for U.S. Issuers, Final Staff Report, July 13, 2012, Office of the Chief Accountant, United States SEC
John W. White
- Outline of Recent SEC Enforcement Actions Recent Highlights Through July 31, 2011
Robert S. Khuzami
- Recent Developments in the SEC Cooperation Initiative
Dixie L. Johnson, Carmen J. Lawrence
- Recent Developments in SEC Enforcement and Internal Investigations
Colleen P. Mahoney, Louis D Greenstein, Charles F Walker, Andrew Lawrence, Erich T. Schwartz
- Juggling Criminal, Civil and Multinational Investigations
Bruce E. Yannett
- Whistleblower Hypothetical
Robert H. Mundheim
- U.S. v. Quest Diagnostics Inc., 2011 WL 1330542 (S.D.N.Y. Apr. 5, 2011)
Linda Chatman Thomsen
- Public Statement by SEC Official: Letter Regarding Washington State Bar Association's Proposed Opinion on the Effect of the SEC's Attorney Conduct Rules, by Giovanni P. Prezioso, General Counsel, U.S. Securities and Exchange Commission, July 23, 2003
Linda Chatman Thomsen
- The Supreme Court Will Address Whether Plaintiffs Must Establish Materiality to Obtain Class Certification Under the Fraud-on-the-Market Theory
Bruce D. Angiolillo
- A Review of Decisions Applying the Supreme Court's Ruling in Janus Capital Group, Inc. v. First Derivative Traders
Bruce D. Angiolillo
- Widener Law, the Institute of Delaware Corporate & Business Law, On-Line Symposium: Default Fiduciary Duties in LLCs and LPs
Lawrence A. Hamermesh
- Arbitration in the Delaware Court of Chancery, Insights: The Corporate & Securities Law Advisor, Volume 25, Number 7, July 2011
Gregory V. Varallo, Gregory P. Williams
- Delaware Coalition for Open Government v. Strine, Civil Action No. 1:11-1015 (D. Del. Aug. 30, 2012)
Gregory V. Varallo
- Some Thoughts for Board of Directors in 2012
Martin Lipton, Steven A. Rosenblum
- Social Issues in Selected Recent Mergers and Acquisitions Transactions 2004-2012 Supplement
Robert E. Spatt
- Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions
Robert E. Spatt
- The Four Ring Circus--Round Sixteen; A Further Updated View of the Mating Dance Among Announced Merger Partners and An Unsolicited Second or Third Bidder
Robert E. Spatt
- Simpson Thacher Memorandum: Delaware Chancery Court Reaffirms Poison Pill and "Just Say No" Defense in Airgas Takeover Battle
Robert E. Spatt
- Simpson Thacher Memorandum: Delaware Chancery Court Addresses Revlon Applicability in Cash/Stock Transactions
Robert E. Spatt
Presentation Material
- Keynote Address
John C. Coffee, Jr.
- Keynote Address
John C. Coffee, Jr.
- Jumpstarting Capital Formation - the New Legislation and Other Developments
Abigail Arms, David B. Harms, David M. Lynn, Jeffrey W. Rubin, Lona Nallengara
- The New IPO Process - Preparation, Execution, Completion
Thomas W. Yang, Paula Dubberly, Keith F. Higgins, Shawn J. Lindquist, Steven E. Bochner
- Update from the Division of Corporation Finance
Meredith B. Cross, Shelley E. Parratt, Paula Dubberly, Lona Nallengara
- Minding Your Knitting - Ongoing Disclosure and Compensation Challenges
Brian V. Breheny, Catherine T. Dixon, Martin P. Dunn, Keir D. Gumbs, Daniel J. Ryterband, Shelley E. Parratt
- Keynote Address
Alan Murray
- General Counsel Roundtable
Louise M. Parent, Kim KW Rucker, Hon. E. Norman Veasey, Brackett B. Denniston, III, Richard H. Walker
- Dealing with Challenging Corporate Problems - Hypothetical Scenarios
Thomas A. Cole, Ralph C. Ferrara, Michele Coleman Mayes, John F. Olson
- Q & A Picnic Lunch with the SEC Staff
Tamara Brightwell, Lillian Brown, Lona Nallengara, Jennifer Zepralka, Shelley E. Parratt, Meredith B. Cross, Paula Dubberly
- Governance Challenges - Moving Away from "Whack-A-Mole"
David B. H. Martin, Stephen L. Brown, James H. Cheek, III, David A. Katz, Meredith B. Cross
- The Changing World of Accounting and Auditing - No Lawyer Left Behind
John W. White, James R. Doty, Donald T. Nicolaisen, Joseph B. Ucuzoglu, Jamie S. Miller, Paul A. Beswick
- Enforcement Roundtable
Preet Bharara, Robert S Khuzami, Carmen J. Lawrence, Richard H. Walker, Mary Jo White, Bruce E. Yannett
- Ethics: Dealing with Whistleblowers and Investigations
Linda Chatman Thomsen, David M. Becker, Robert H. Mundheim, Sean McKessy, Cheryl J. Scarboro
- Ethics: Dealing with Whistleblowers and Investigations
Linda Chatman Thomsen
- Private Securities Litigation
Bruce D. Angiolillo, Brad S. Karp, Samuel H. Rudman, D. Scott Tucker, Julie A. North, Lewis J. Liman
- Delaware Law Matters
Lawrence A. Hamermesh, Hon. Henry duPont Ridgely, Gregory V. Varallo, Jessica Zeldin, Frederick H. Alexander
- M&A Returns: Friendly and Unfriendly Deals
Richard E. Climan, Audra D. Cohen, Robert Kindler, Hon. Donald F. Parsons Jr., Robert E. Spatt, Steven A. Rosenblum
Co-Chair(s)
Moderator(s)
Speaker(s)
Paul A. Beswick ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Preet Bharara ~ United States Attorney, United States Attorney's Office, Southern District of New York
Tamara Brightwell ~ 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
Paula Dubberly ~ 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
Robert Kindler ~ Vice Chairman, Global Head of Mergers & Acquisitions, Morgan Stanley
Sean McKessy ~ 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
Alan Murray ~ Deputy Managing Editor, Executive Editor, Online, The Wall Street Journal
Lona Nallengara ~ 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
PLI makes every effort to accredit its On-Demand Web Programs and Segments. Please check the CLE Calculator above for CLE information specific to your state.
On-Demand Web Programs and Segments are approved in:
Alabama1, Alaska, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois , Iowa2*, Kansas, Kentucky*, Louisiana, Maine*, Mississippi, Missouri3, Montana, Nebraska, Nevada, New Hampshire4, New Jersey, New Mexico5, New York6, North Carolina8, North Dakota, Ohio8, Oklahoma9, Oregon*, Pennsylvania10, Rhode Island11, South Carolina, Tennessee12, Texas, Utah, Vermont, Virginia13, Washington, West Virginia, Wisconsin14 and Wyoming*.
Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.
Minnesota approves live webcasts ONLY
The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
*PLI will apply for credit upon request. Louisiana and New Hampshire: PLI will apply for credit upon request for audio-only on-demand web programs.
1Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.
2Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.
3Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.
4New Hamphsire: The approval is for three years from recorded date.
5New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.
6New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
7North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.
8Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
9Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.
10Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.
11Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.
12Tennessee: The approval is for the calendar year in which the live program was presented.
13Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
14Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
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.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, call Customer Service (800) 260-4PLI (4754) or e-mail info@pli.edu.