This is a webcast of the live New York session.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 45th 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 changes of the past year. As we continue to see significant changes in the securities laws field - as a result of continued implementation of the Dodd-Frank Act, and other developments in capital formation, including changes to the IPO and private placement process brought about the JOBS Act, and continued aggressive enforcement efforts - the Institute will provide you with an important look at the current issues and provide you with the information you need today.
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 regulatory restructuring and to provide best
practices that you can use in the service of your clients or company.
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 in guiding your clients in these challenging times.
As always, the Institute’s stellar faculty, comprised of the very best from private practice, investment banking, accounting firms, corporations, and government oversight agencies, will put the developments of the past year into proper perspective and prepare you for 2014 and beyond. Each panel will share their unique insights and experiences with you and offer practical strategies and solutions in the form of best practices, which will help you perform successfully in today’s continually evolving financial environment.
We invite you to join us in New York City for PLI's 45th Annual Institute on Securities Regulation. If you can’t attend in person, PLI will live webcast the Institute. Web attendees may choose between streaming audio or video and have access to the downloadable, electronic version of the corresponding course handbook.
If you’d like to broadcast the Institute directly to your firm for group viewing, send an e-mail to the Groupcasts Department at groupcasts@pli.edu to make the arrangements.
We have no doubt that the 45th 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. We look forward to seeing you in November.
What you will learn
Day One
- How’s Life in the Capital Markets?
- What’s New in Rulemaking?
- Social Media – Not Just Tweeting and Liking, But Understanding What’s Allowed and What Securities Lawyers Need to Know
- Facing Your Corporate Governance Challenges: Navigating Activism and Engagement
Day Two
- The General Counsel’s Perspective: Living in the Real World
- Accounting and Auditing: Not Extra Credit, Mandatory for Lawyers
- Q&A Picnic Lunch with the SEC Staff
- The Latest Developments with Investment Companies, Private Funds and Investment Advisers
- Tackling Disclosure and Compensation Requirements
Day Three
- Government Enforcement: The Top Cops’ Programs and Priorities
- Defending Against the Government
- Private Securities Litigation
- Developments in Mergers and Acquisitions
- Not Your Father’s Ethics Environment: Is There Increased Scrutiny of Lawyers? What is the Truth and What Are the Consequences?
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.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
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.
All times are E.S.T.
DAY ONE, Wednesday, November 6, 2013, 9:00 a.m. - 5:00 p.m. (E.S.T.)
Morning Session: 9:00 a.m. - 1:00 p.m. (E.S.T.)
9:00 Welcome and Opening Remarks
Alan L. Beller, David M. Lynn, Colleen P. Mahoney
9:15 Keynote Address
Hon. Mary Jo White, Chair, U.S. Securities and Exchange Commission
9:45 How’s Life in the Capital Markets?
- Impacts of the JOBs Act, including developments with emerging growth companies and “testing the waters”
- Developments with IPOs, including IPOs of portfolio companies
- Capital raising in the private markets for public and private companies
- Challenges facing “private” companies with an expanding shareholder base
- What’s changing – new products and techniques; market structure developments
Moderator: Stanley Keller
Speakers: Abigail Arms, Martin P. Dunn, Keith F. Higgins, Deanna L. Kirkpatrick, Thomas W. Yang
11:30 Break
11:45 What’s New in Rulemaking?
- Status of Dodd-Frank and JOBS Act rulemakings
- What’s the status of other rulemaking? What’s being considered? What are the prospects for proxy plumbing and disclosure reform?
- How is the focus on cost-benefit analysis being addressed?
- Update on rulemaking petitions
- Interpretive developments
Speakers: Hon. Elisse B. Walter, Keith F. Higgins, Craig M. Lewis, Felicia H. Kung, David B. Harms
12:45 Lunch
Afternoon Session: 2:00 p.m. - 5:00 p.m. (E.S.T.)
2:00 Social Media: Not Just Tweeting and Liking, But Understanding What’s Allowed and What Securities Lawyers Need to Know
- Current legal landscape for using social media for investor communications
- Regulation FD and social media
- Securities offerings and social media
- Which companies need social media policies? Why?
- What should policies cover? Anything they should avoid?
- Issues with global policies
Moderator: Meredith B. Cross
Speakers: Steven E. Bochner, Catherine T. Dixon, Mike Johnson, Nicole M. Maddrey
3:30 Break
3:45 Facing Your Corporate Governance Challenges: Navigating Activism and Engagement
- Optimizing shareholder engagement today: speaking with – and listening to – your investors
- Say-on-pay – what are we hearing?
- Executive compensation and the long arm of Dodd-Frank – new compensation committee requirements, pending compensation disclosure rules
- Latest developments with the proxy advisory firms – their priorities, their methods, their regulation?
- Shareholder proposal trends
Moderator: John W. White
Speakers: Stephen L. Brown, Jennifer Daniels, Catherine R. Kinney, Gary Retelny
5:00 Adjourn
DAY TWO, Thursday, November 7, 2013, 9:00 a.m. - 5:00 p.m. (E.S.T.)
Morning Session: 9:00 a.m. - 12:30 p.m. (E.S.T.)
9:00 Keynote Address
Brackett B. Denniston, III, Senior Vice President and General Counsel, General Electric Company
9:30 The General Counsel’s Perspective: Living in the Real World
- FCPA - how can the GC best prevent, prepare and defend?
- Making the grade: responding to a negative Say-on-Pay vote
- Facing off against shareholder activists: defending your company in a proxy fight
- Managing a communications crisis in a short attention span world
- How to think about and address cybersecurity (and lack thereof)
Moderator: Richard H. Walker
Speakers: Bradley E. Lerman, Louise M. Parent, Gloria Santona, Christopher B. Walther
11:00 Break
11:15 Accounting and Auditing: Not Extra Credit, Mandatory for Lawyers
- Tips for lawyers in interacting with auditors and audit committees
- What the SEC's Office of the Chief Accountant does and what Corp Fin’s Office of Chief Accountant does – where to go for what
- Key accounting and financial reporting issues at the SEC and FASB
- PCAOB focus and implications for companies
- Focus on the interplay between financial statements (and notes) and MD&A
Moderator: Linda L. Griggs
Speakers: Paul A. Beswick, James R. Doty, Daniel L. Goelzer, Jan R. Hauser
12:45 Q&A Picnic Lunch with the SEC’s Division of Corporation Finance
Keith F. Higgins, Director
Shelley E. Parratt, Deputy Director, Disclosure Operations
Karen J. Garnett, Associate Director, Disclosure Operations
Afternoon Session: 2:00 p.m. - 5:00 p.m. (E.S.T.)
2:00 The Latest Developments with Investment Companies, Private Funds and Investment Advisers
- Private equity and hedge fund regulation in a post-Dodd Frank Act world
- Investment company regulatory developments
- The rise of alternative investment vehicles and the regulatory response
- Regulatory issues in capital raising
- Implementation of global derivatives regulation
- Addressing insider trading issues in a fund environment
Moderator: Jay G. Baris
Speakers: Norm Champ, Andrew J. Donohue, Alison M. Fuller, Paul N. Roth
3:15 Break
3:30 Tackling Disclosure and Compensation Requirements
- Addressing Corp Fin disclosure priorities
- Drafting disclosure for a Say-on-Pay world
- Planning for further Dodd-Frank Act compensation disclosure requirements
- Gearing up for conflict minerals disclosures
- Assessing lessons learned on Iran sanctions disclosure
- Bracing for proxy statement litigation and other key annual report and proxy season issues
Moderator: Brian V. Breheny
Speakers: Christopher A. Butner, Robin A. Ferracone, Karen J. Garnett, Keir D. Gumbs, Ann L. Yerger
5:00 Adjourn
DAY THREE , Friday, November 8, 2013, 9:00 a.m. - 5:00 p.m. (E.S.T.)
Morning Session: 9:00 a.m. - 1:00 p.m. (E.S.T.)
9:00 Government Enforcement: The Top Cops' Programs and Priorities
- SEC, CFTC and US Attorneys' Office recent developments
- Financial crisis cases – key cases; key points
- Insider trading – bigger problem/bigger cases?
- CFTC enters the fray – jurisdiction and coordination
- Government goes to court – winning, losing and trying to settle
Moderator: Carmen J. Lawrence
Speakers: Preet Bharara, Andrew J. Ceresney, David Meister
10:00 Defending Against the Government
- Financial crisis cases – key defense takeaways
- Impact of the whistleblower program
- FCPA update from the company perspective
- Individuals – targets and cooperators
Moderator: Robert S Khuzami
Speakers: Herbert F. Janick, III, Andrew J. Levander, Linda Chatman Thomsen, Bruce E. Yannett
11:15 Break
11:30 Private Securities Litigation
- Key considerations in evaluating bringing a securities class action
- Update on limits of US jurisdiction
- Key considerations in defending a securities class action
- Juggling derivative, class actions and regulatory investigations
- Recent rise in proxy disclosure litigation
Moderator: D. Scott Tucker
Speakers: Max W. Berger, Charles S. Duggan, Ralph C. Ferrara, Mary Reisert, Jonathan K. Youngwood
1:00 Lunch
Afternoon Session: 2:15 p.m. - 5:00 p.m. (E.S.T.)
2:15 Developments in Mergers and Acquisitions
- Current trends in the M&A market and in deal terms and structure
- Non-disclosure agreements and standstills
- Deal protection
- Delaware remains important. . . M&A related developments
Moderator: Eileen T. Nugent
Speakers: Mark J. Gentile, Vice, Steven A. Rosenblum, Faiza J. Saeed, Joseph A. Stern
3:45 Break
4:00 Not Your Father’s Ethics Environment - Is There Increased Scrutiny of Lawyers? What is the Truth and What are the Consequences?
- Is there increased enforcement scrutiny of lawyers?
- Are there evolving theories for proceeding against lawyers?
- What is the impact on corporate practitioners? On enforcement lawyers?
- What is the legal risk to lawyers for bad business decisions? For mistakes in legal judgment, including in drafting disclosure documents?
- Sarbanes-Oxley lawyer rules ten years after – what has been the impact?
Moderator: Giovanni P. Prezioso
Speakers: Dixie L. Johnson, Richard M. Humes, William R. McLucas, John F. Olson
5:00 Adjourn
Co-Chair(s)
Moderator(s)
Richard H. Walker ~ General Counsel, Member of the Group Executive Committee, Deutsche Bank AG
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
Stephen L. Brown ~ Senior Director of Corporate Governance & Associate General Counsel, TIAA-CREF
Christopher A. Butner ~ Assistant Secretary & Managing Counsel, Securities/Corporate Governance, Chevron Corporation
Andrew J. Ceresney ~ Co-Director, Division of Enforcement, U.S. Securities and Exchange Commission
Norm Champ ~ Director, Division of Investment Management, U.S. Securities and Exchange Commission
Jennifer M. Daniels ~ Senior Vice President, General Counsel and Corporate Secretary, NCR Corporation
Andrew J. Donohue ~ Managing Director, Deputy General Counsel, Goldman Sachs Asset Management
James R. Doty ~ Chairman, Public Company Accounting Oversight Board
Karen J. Garnett ~ Associate Director, Disclosure Operations, United States Securities and Exchange Commission, Division of Corporate Finance
Jan R. Hauser ~ Vice President, Controller and Chief Accounting Officer, General Electric Company
Keith F. Higgins ~ Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Richard M. Humes ~ Associate General Counsel, Office of General Counsel, U.S. Securities and Exchange Commission
Mike Johnson ~ Director & Associate General Counsel - Corporate/Securities/M&A, Facebook Inc
Felicia Kung ~ Chief, Office of Rulemaking, Division of Corporation Finance, U.S. Securities and Exchange Commission
Bradley Lerman ~ Executive Vice President, General Counsel, and Corporate Secretary, Fannie Mae
Craig M. Lewis ~ Chief Economist and Director, Division of Economic and Risk Analysis, U.S. Securities and Exchange Commission
Nicole M. Maddrey ~ Vice President, Deputy General Counsel and Assistant Secretary, The Washington Post Company
David Meister ~ Director of Enforcement, U.S. Commodity Futures Trading Commission
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
Mary Reisert ~ Managing Director, Citigroup Global Markets Inc.
Gary Retelny ~ President, ISS Inc. and Managing Director, MSCI Inc., MSCI Inc.
Gloria Santona ~ Executive Vice President, General Counsel and Secretary, McDonald's Corporation
Thomas W. Yang ~ Managing Director & Associate General Counsel, Bank of America Merrill Lynch
Ann L. Yerger ~ Executive Director, Council of Institutional Investors
Program Attorney(s)
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
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*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video 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.
3Ohio: To confirm that the live webcast 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 biennial 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.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
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.
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, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
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.