Securities Regulation Institute 2009 (41st Annual)

Overview

Register for this program to access the Securities-Regulation XChange!

Why You Should Attend

Given the swift, significant and unprecedented changes in the field of securities regulation, PLI’s 41st Annual Institute on Securities Regulation is more important than ever before. Building on four decades of unparalleled excellence, the Institute will offer the most up-to-date analysis of and practical solutions to the issues facing you and your clients today, and tomorrow. To prepare you for the uncertain road ahead, Co-Chairs Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, Stanley Keller, Edwards Angell Palmer & Dodge LLP, and Colleen P. Mahoney, Skadden, Arps, Slate, Meagher & Flom LLP, have assembled a stellar faculty at the pinnacle of their professions, who are dealing with the many issues the financial crisis and its aftermath raises.

What Last Year's Attendees Have Said...

"As always, a rich and well-prepared program, uniquely timely in this time of crisis.  Well done."
Arunas E. Gudaitis, Credit Suisse, New York City

"I thought the program topics wise, timely, and the faculty was excellent. ...a must for me to attend next year."
Barbara S. Gmora, Interpublic Group of Companies Inc. New York City

"This is my 40th time at this seminar.  Each has been outstanding – a clear update on corporate law and securities law.  The general counsel panel on Friday was one of the best ever!!"
J. Lawrence McIntyre, Retired General Counsel, The Toro Company, Minneapolis, Minnesota

"Very informative on a wide range of topical issues covered. Also, the panelists consistently offered candid and insightful colloquies. And the Q&A lunch with the SEC may well have been the highlight!"
Douglas Turnbull, Citi, New York City

"Another excellent program. I especially appreciate the variety of viewpoints among the faculty… Representation from in-house lawyers, law firm lawyers and regulators, especially the major contributions by the SEC." 
2008 Attendee

What You Will Learn

To give an important background of where we are and where we are headed, we have invited the Hon. Mary L. Schapiro, Chairman of the U.S. Securities and Exchange Commission to kick off the Institute on DAY ONE. Then a panel of top lawyers, bankers and regulators, moderated by Alan L. Beller of Cleary Gottlieb Steen & Hamilton LLP, and including David M. Becker, SEC General Counsel and Senior Policy Director, and George W. Madison, General Counsel (Nominee) of the U.S. Department of the Treasury, will continue to set the stage for the sessions that follow by offering a Financial Markets and Regulatory Overview. Next, we will focus on the nature of capital market activity in these difficult times, and get an Update from the SEC Division of Corporation Finance, from its new Director, Meredith B. Cross, Deputy Director, Legal and Regulatory Policy, Brian V. Breheny and Deputy Director, Dislcosure Operations, Shelley E. Parratt. Finally, we will take a practical look at how to handle difficult disclosure issues in the current environment.

DAY TWO will begin with a Keynote Address by Richard G. Ketchum, Chairman and Chief Executive Officer of FINRA. Next will be an encore presentation of the very popular and informative corporate general counsel session - What’s on the Minds of General Counsels Today? - covering the most important issues of concern to top lawyers at leading corporations. We will then examine the many changes and developing trends in corporate governance in these unsettling times. This panel, including Securities and Exchange Commissioner Elisse B. Walter, will then discuss emerging best practices, and offer recommendations concerning advising the board of directors. The perennial favorite Q&A Picnic Lunch with the SEC will give you direct access to top Commission staff. Then, a new panel, Spotlight on Executive Compensation, will be devoted to a comprehensive review of the range of significant issues and changes in executive compensation. We will then look at the key recent decisions coming out of the Delaware Courts and their impact on your day-to-day practice with an experienced panel that features Delaware Chief Justice Myron T. Steele. Vice Chancellor Donald F. Parsons, Jr. of the Delaware Court of Chancery joins the final panel of the day on M&A practice developments and lessons learned from significant transactions and other developments in the field.

DAY THREE will introduce another new panel: Government Enforcement Update, with a session on New Leadership/New Goals - Update from the SEC, DOJ and New York Office of the Attorney General, with former Institute Co-Chair Mary Jo White, Debevoise & Plimpton, LLP, moderating a discussion by Robert S Khuzami, Director of the SEC’s Division of Enforcement, Lanny A. Breuer, Assistant Attorney General, Criminal Division, U.S. Department of Justice, and Eric Corngold, Executive Deputy Attorney General for Economic Justice, New York Office of the Attorney General. This update will be followed by a look at civil and criminal enforcement and internal investigations, focusing on what matters are under investigation by the SEC, DOJ and state AG’s offices, and a practical discussion on how to defend SEC investigations. Then, a panel of expert litigators from the plaintiff and defense bars will offer tips and strategies on private securities litigation, including how to avoid these lawsuits and advise clients when they come. In the afternoon, we will review the many accounting developments that lawyers must know, with the assistance of Robert H. Herz, Chairman of the FASB, and SEC Division of Corporation Finance’s Chief Accountant, Wayne E. Carnall. We will finish with a lively ethics discussion analyzing a series of real-world hypothetical cases, and a new panel on professional practice issues and related liability and ethical concerns, including third party closing options, diligence reports, opinions and litigation assessments to one’s own clients, and audit response letters.

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 difficult times.

10 Reasons Why You Will Absolutely Want to Attend PLI’s 41st Annual Institute on Securities Regulation

1. You will now receive three full days of programming: The Institute Co-Chairs have updated and reorganized this, the longest-running, highest-quality Institute on securities law, anywhere, to ensure that you receive the most current and important information with a focus on practical strategies and solutions for today’s most pressing issues.
2. Hear Keynote Addresses by the Chairman of the U.S. Securities and Exchange Commission Mary L. Schapiro (Invited) and FINRA Chairman and CEO Richard G. Ketchum, along with presentations from an outstanding faculty of over 80 experts drawn from private practice, corporations, accounting firms, investment banks, institutional investors, the judiciary, academia and the government, including the U.S. Securities and Exchange Commission, U.S. Department of the Treasury, Public Company Accounting Oversight Board, Financial Accounting Standards Board, FINRA, the New York Office of the Attorney General, and the U.S. Department of Justice.
3. At the conclusion of each panel, you will receive a list of best practices and practice pointers that you can take with you and implement in your daily practice.
4. Increase your value as an advisor no matter what your practice level: Whether you are an associate, senior partner or general counsel, this Institute will offer you the information you won’t get anywhere else.
5. You can ask your most pressing questions and receive answers directly from the highest level staff at the Securities and Exchange Commission’s Division of Corporation Finance, including new Director Meredith B. Cross, at the annual Q&A Picnic Lunch on Day Two of the Institute.
6. Longer session times and new panels: Financial Markets and Regulatory Overview, Spotlight on Executive Compensation, Government Enforcement Update: New Leadership/New Goals - Update from the SEC, DOJ and New York Attorney General’s Office, and Putting Your Professional Reputation and More on the Line.
7. Encore presentation of: What’s on the Minds of General Counsels Today? This panel will offer you perspectives from GCs at top companies on their most pressing issues, including what boards are worrying about today and how best to work with outside counsel.
8. You will receive a superior two-volume reference guide on securities and corporate law issues that you can use throughout the year.
9. Network with thousands of colleagues from the finest firms and corporations nationwide and receive CLE, CPE and CPD credit for your attendance.
10. Satisfaction Guaranteed: if you are not completely satisfied with the return on your investment, your money will be refunded in full.

Special Features

Live Webcast - Simultaneous live webcast of the New York 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

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

DAY ONE - Wednesday, November 4, 2009, 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:45 p.m.

9:00  Welcome and Introduction

Steven E. Bochner, Stanley Keller, Colleen P. Mahoney

9:15  Keynote Address

Hon. Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission

9:45  Financial Markets and Regulatory Overview

• Developments in the financial markets
• Regulatory restructuring developments and impact on the SEC
• Federal government as an investor
• Rating agencies oversight
• Credit default swaps regulation
• Developments in the securitization market

Moderator:  Alan L. Beller
Panelists:  David M. Becker, H. Rodgin Cohen, Stephen M. Cutler, George W. Madison, Annette L. Nazareth

11:00  Networking Break

11:15  Capital Markets Transactions in Difficult Times

• Registered directs, PIPES, rights offerings and other capital raising alternatives
• Restructurings of debt
• Repurchases and exchange offers
• At the market offerings

Moderator:  David B. Harms
Panelists:  Stephen M. Graham, Edward F. Greene, Thomas J. Kim, Curtis L. Mo, Anna T. Pinedo, Michael S. Wishart

12:45  Lunch

Afternoon Session: 2:00 p.m. - 5:00 p.m.

2:00  Update from the SEC's Division of Corporation Finance

• Hear from the most senior officials at the Division
• Priorities and areas of focus in SEC reviews
• Rulemaking and other initiatives
• Proxy access and related developments
• Disclosure initiatives

Meredith B. Cross, Director
Brian V. Breheny, Deputy Director, Legal and Regulatory Policy   
Shelley E. Parratt, Deputy Director, Disclosure Operations   

3:15  Networking Break

3:30  Handling Disclosure Issues in the Current Environment

• MD&A: operational risks, liquidity and capital requirements
• Focused risk factors
• Disclosure aspects of accounting - critical accounting policies, goodwill and other impairments, going concern cautions
• Current reporting requirements
• Use of websites as a disclosure vehicle

Moderator:  Keith F. Higgins
Panelists:  Catherine T. Dixon, Martin P. Dunn, John J. Huber, David B.H. Martin, Shelley E. Parratt    

5:00  Adjourn

DAY TWO - Thursday, November 5, 2009, 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:15 p.m.

9:00  Keynote Address

Richard G. Ketchum, Chairman and CEO, FINRA
 
9:30  What’s on the Minds of General Counsels Today?

• Expanding role and risk exposure of the chief legal officer
• Legal and integrity risk in a troubled economic environment
• Dealing with difficult economic conditions
• Risk oversight and legal compliance programs

Moderator:  Brackett B. Denniston, III 
Panelists:  Peter Allan Atkins, Lynnette Fallon, Louise M. Parent, Bradford L. Smith, Richard H. Walker

10:45  Networking Break

11:00  Corporate Governance in Challenging Times

• Director nomination process and shareholder access
• Discretionary broker voting and Rule 452 changes
• E-proxy's and the Internet's impact
• Federalization of corporate governance
• Shareholder proposals in 2010
• Board oversight of risk management
• Emerging best practices

Moderator:  John W. White     
Panelists:  Michael R. McAlevey, Patrick S. McGurn, John F. Olson, Hon. Elisse B. Walter, Ann L. Yerger     

12:15  Q&A Picnic Lunch with the SEC

Meredith B. Cross, Director, Division of Corporation Finance
Shelley Parratt, Deputy Director, Disclosure Operations, Division of Corporation Finance
Brian Breheny, Deputy Director, Legal and Regulatory Policy, Division of Corporation Finance
Paula Dubberly, Associate Director, Legal, Division of Corporation Finance
Thomas Kim, Chief Counsel and Associate Director, Division of Corporation Finance
Michele Anderson, Chief, Office of Mergers and Acquisitions, Division of Corporation Finance
Jonathan Ingram, Deputy Chief Counsel, Division of Corporation Finance

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

1:30  Spotlight on Executive Compensation

• Compensation committee challenges
• Say-on-Pay
• Avoiding excessive risk in compensation incentives
• Statutory and regulatory caps
• Effective compensation strategies in difficult times
• Compensation disclosure challenges 

2:30  Networking Break

2:45  Delaware Corporate Law Developments

• Update on fiduciary duties
• Status of “poison pills and puts”
• Proper subjects for bylaws
• The “duty” of good faith
• The state of the business judgment rule

Moderator:  Gregory V. Varallo     
Panelists:  William M. Lafferty, David C. McBride, Chief Justice Myron T. Steele, Pamela S. Tikellis 

3:45  M&A Practice Developments

• Current market activity
• Trends in deal terms
• Contract drafting lessons learned
• Financing M&A deals
• Return of the hostile transaction
• The strategic buyer is back

Moderator:  Richard E. Climan    
Panelists:  Michele M. Anderson, Robert Kindler, Vice Chancellor Donald F. Parsons, Jr., Faiza J. Saeed, 
               Patricia A. Vlahakis     

5:00  Adjourn

DAY THREE - Friday, November 6, 2009, 9:00 a.m. - 5:00 p.m.

Morning Session: 9:00 a.m. - 12:15 p.m.

9:00  Government Enforcement Update

A. New Leadership/New Goals - Update from the SEC, DOJ and New York Office of the Attorney General

• Tough enforcement in a tough economy
• Financial meltdown cases
• Ponzi schemes
• FCPA
• Insider trading
• Coordination among regulators

Moderator:  Mary Jo White
Panelists:  Lanny A. Breuer, Eric Corngold, Robert S Khuzami     

B. Civil/Criminal Enforcement and Internal Investigations

• Internal investigations/company defense
• Multinational investigations
• Representing individuals
• Juggling multiple regulators

Moderator:  Mary Jo White
Panelists:  Michele Hirshman, Carmen J. Lawrence, Linda Chatman Thomsen, Bruce E. Yannett     

10:45  Networking Break

11:00  Dealing with Private Securities Litigation

• Current trends arising from the financial crisis
• Ongoing impact of recent Supreme Court decisions 
• Recent developments in corporate governance litigation
• Update on litigation over failed M&A deals
• Status of subprime related litigation

Moderator:  Bruce D. Angiolillo     
Panelists:  Boris Feldman, Ralph C. Ferrara, Salvatore Graziano, Joseph A. Grundfest, Gregory A. Markel

12:15  Lunch 

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

1:30  Accounting Developments Lawyers Must Know

• IFRS
• Fair value accounting
• Loss contingencies under FAS 5
• Acquisition accounting under FAS 141(R)
• Impairments
• Revenue recognition issues
• XBRL

Moderator:  Linda L. Griggs
Panelists:  Wayne E. Carnall, Daniel L. Goelzer, Robert H. Herz, Robert J. Kueppers  

2:45  Networking Break

3:00  Ethics Challenges for Business Lawyers  (1 hour ethics)

• Analyzing case studies

Moderator:  Robert H. Mundheim  
Panelists:  Michele Coleman Mayes, Barbara S. Gillers, Arden J. Olson     

4:00  Putting Your Professional Reputation and More on the Line  (1 hour ethics)

• Third party closing opinions
• Diligence reports
• Opinions to one’s own client, including litigation assessments
• Audit response letters

Moderator: Julie M. Allen 
Panelists:  Donald W. Glazer, James J. Rosenhauer, John K. Villa    

5:00  Adjourn

Faculty

Co-Chair(s)

Speaker(s)

Program Attorney(s)

CLE Credit

Travel Information

New York City Seminar Location and Hotel Accommodations

The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. All reservations must be made through The Global Executive 800-516-4265, outside the US 203-431-8950 or online at www.etouches.com/pli2009.  Mention that you are attending the PLI program to receive the preferred room rate. The cut-off date for the preferred rate is October 16, 2009. [All dealings related to travel are between the registrant and The Global Executive.]