Preparation of Annual Disclosure Documents 2009

Overview

Recently admitted NY attorneys: This program is accredited for transitional CLE credit

Why You Should Attend

2008 will be a year characterized by trends, events and uncertainties (known and unknown) relating to the financial markets, oil prices, real estate, climate change economic conditions and regulatory complexity.  Preparing disclosure documents will evidence challenges not seen in recent years.  In addition to disclosure challenges, there are the challenges of planning and holding successful shareholder meetings, especially in light of shareholder activism, proxy solicitation developments and regulatory initiatives.  Compliance with ethical requirements imposes even further challenges on both in-house and outside counsel.

Presented annually for over 25 years, this program remains the most comprehensive, up-to-date seminar available to legal practitioners, accountants and compliance officers involved in the drafting of proxy statements, Form 10-Ks, annual reports and other periodic and current disclosure documents filed with the SEC.  Attending this conference will allow you to stay on top of the trends, developments and requirements for preparing annual disclosure documents and conducting shareholder meetings.

SEC officials will review of the Division of Corporation Finance organizational structure and processes and offer best practices for working with the Division, as well as describe recent developments and staff review priorities and interpretations.  The expert faculty will cover in depth disclosure topics and trends, executive compensation disclosure rules, MD&A practices, investor activism trends, accounting and audit committee developments, e-proxy rules, SRO developments, practical how-to guidance on drafting your disclosure documents, and much more.  Importantly, you will receive practice points and insights from the SEC staff, in-house counsel, private practitioners and consultants.

What You Will Learn

• The Division of Corporation Finance organizational structure and processes
• SEC staff review practices, priorities and initiatives
• Hot-button disclosure items
• Lessons learned after the second year of the new executive compensation disclosure requirements
• Corporate governance hot topics
• Compliance topics faced by auditors, audit committees, and independent directors
• Forecast for the 2009 shareholder proposal season
• How to understand and work with a public company's investor base
• Hot-button accounting issues affecting financial disclosures
• The lawyer's ethical responsibilities
• The nuts and bolts of planning the annual meeting
• Practice points from our faculty

Who Should Attend

Attorneys, accountants, financial and compliance officers, and others responsible for preparing public company annual disclosure documents and overseeing the annual meeting.

Special Features

• Email your questions to the panel in advance of the program.  Receive an email and instructions upon registration.
•  At the end of each session you will be provided with a list of important practice pointers and tips that you can take back to your company or client.

Live Webcast

Simultaneous live webcast of the San Francisco, January 5-6, 2009, session is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.

For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

PLI XChange - Online learning and collaboration service.
 
As a registrant to this program, you will have access to PLI XChange, our cutting edge "business social network," prior to, during, and after your participation. PLI XChange benefits:

1. Ability to learn and communicate with program faculty prior to the program date.
2. Networking and peer learning opportunities with fellow attendees.
3. Read course materials and other relevant information prior to program.
4. Ask questions prior to the program to get a better sense of what will be presented at the program.
5. Access a web site that will have the most current and relevant news, information and legal analysis within the particular practice area that corresponds to the program.
6. Ability to ask questions after the program and further develop relationships established at the program.
7. Identify new potential career opportunities.

Course Handbook

All attendees will receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment the program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

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.

Schedule

Please plan to arrive with enough time to register before the conference begins.  A continental 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  Opening Remarks and Introduction

9:15  SEC Update and Priorities

• What’s new at the SEC
• Understanding the Division of Corporation Finance organizational structure
• Pre-filing meetings and comment appeals
• Staff review practices 
• Rulemaking developments
• XBRL
• Corporate website guidance

Abigail Arms, Pamela A. Long, Mary J. Mullany

10:45  Break

11:00  Disclosure Topics and Trends

• How to approach challenging disclosure issues 
   - Conveying bad news
   - Risk factors and protecting forward-looking statements
   - Loss contingencies including energy and environmental related matters
• MD&A: Taking a new look
   - Known trends, events and uncertainties
   - Off-balance sheet obligations
   - Fair value disclosure
   - Liquidity and capital resources
   - SEC global letter on credit markets

Abigail Arms, Carla L. Heiss, Pamela A. Long, Mary J. Mullany

12:30  Lunch

Afternoon Session: 1:45 p.m. - 5:00 p.m.

1:45  Executive Compensation 

• Lessons learned after the second year
• Common pitfalls and practical problems
• Evolving CD&A practices
• Performance targets and benchmarks

Andrea L. Dulberg, Carla L. Heiss, Deborah C. Lofton, Pamela A. Long, Heidi Mortensen, Mary J. Mullany, John B. Wright, II

3:15  Break

3:30  Shareholder Proposals and Corporate Governance

• Forecast for the 2009 shareholder proposal season
• Working with proxy advisory services and third party constituencies
• Understanding your investor base: institutional and activist shareholders
• Proxy access

Andrea L. Dulberg, Richard H. Grubaugh, Deborah C. Lofton, Pamela A. Long, Mary J. Mullany, John B. Wright, II

5:00  Adjourn

Day Two: 9:00 a.m. - 4:45 p.m.

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

9:00  The Lawyer’s Responsibilities (1 hour ethics)

• Recent SEC actions involving attorneys
• Up-the-ladder reporting
• Understanding the responsibilities of in-house counsel and outside advisors
• Internal investigations and waiver of privilege

Simon M. Lorne

10:00  Hot Button Accounting Topics

• Revenue recognition
• Loss contingencies
• Fair value accounting
• Off-balance sheet
• Impairments
• International Financial Reporting Standards
• Accounting for business combinations

Abigail Arms, Carla L. Heiss, Heidi Mortensen, Lona Nallengara

11:15  Break

11:30  Audit Committee Obligations and Communications

• Auditor independence issues
• Materiality
• Management and auditor interaction with the Audit Committee
• Foreign Corrupt Practices Act
• Restatement issues
• Director oversight of disclosure and risks

Carla L. Heiss, Heidi Mortensen, Mary J. Mullany, John B. Wright, II

12:30  Lunch

Afternoon Session: 1:45 p.m. - 4:45 p.m.

1:45  The Annual Meeting

• Nuts and bolts of planning your meeting
   - Developing an effective checklist
   - Getting the mechanics and organization right
   - Real-world stories 
•  E-proxy practices and insights
• Solicitation dynamics

Andrea L. Dulberg, Richard H. Grubaugh, Carla L. Heiss, Deborah C. Lofton, Heidi Mortensen, Mary J. Mullany, John B. Wright, II

3:00  Break

3:15  Drafting the Proxy Statement and Annual Report 

• Planning considerations
• Requirements, trends, and practice pointers
• Information gathering
• Disclosure Committees

Andrea L. Dulberg, Carla L. Heiss, Deborah C. Lofton, Heidi Mortensen, Mary J. Mullany, Lona Nallengara, John B. Wright, II

4:30  Q&A

4:45  Adjourn

Faculty

Chairperson(s)

Abigail Arms, Shearman & Sterling LLP
Abigail Arms, Shearman & Sterling LLP
Abigail Arms, Shearman & Sterling LLP

Co-Chair(s)

Mary J. Mullany, Ballard Spahr

Speaker(s)

Andrea L. Dulberg, General Counsel, GlobeOp Financial Services
Richard H. Grubaugh, D.F. King & Co., Inc.
Carla L. Heiss, Assistant General Counsel, Bunge Limited
Deborah C. Lofton, McCausland Keen & Buckman
Pamela A. Long, Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Simon M. Lorne, Vice Chairman and Chief Legal Officer, Millennium Management LLC
Heidi Mortensen, General Counsel, Legal Counsel, Macquarie Infrastructure Company
Lona S. Nallengara, Shearman & Sterling LLP
John B. Wright, II, Vice President and General Counsel, Triumph Group, Inc.

Program Attorney(s)

Meghan C. Forgione, Practising Law Institute

CLE Credit

Travel Information

New York City Seminar Location

PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.

New York City Hotel Accommodations

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

The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.

The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com