Preparation of Annual Disclosure Documents (14th Annual)

Overview

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

Why You Should Attend

Receive the latest information on topics affecting annual disclosure documents. Hear from the SEC staff on current rulemaking, review and comment priorities, new interpretations and much more. Get the latest overview of the annual disclosure document process, with emphasis on current hot topics, best practices and practice pointers.

2009 has been a year dominated by domestic and global economic events, financial and credit market volatility, and legislative and regulatory initiatives, each of which has affected and will continue to affect public company disclosures. Disclosure areas of note include trends, events and uncertainties relating to the U.S. and global economies, financial markets, oil prices, climate change economic conditions and regulatory developments, executive compensation, shareholder access and risk management. In addition to disclosure challenges, there are the challenges of planning and holding a successful shareholder meeting, especially in light of shareholder activism, lower retail shareholder participation, broker nonvotes, and regulatory initiatives. Compliance with ethical requirements imposes even further challenges on both in-house and outside counsel.

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 staff will review 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 faculty will cover in depth: disclosure topics and trends, executive compensation disclosures, compensation committee developments, MD&A practices, proxy access, investor activism trends, accounting developments, e-proxy rules, SRO developments, and new FASB initiatives affecting disclosures; provide practical how-to guidance on drafting your disclosure documents; and much more.

What You Will Learn

• Updates on current hot topic disclosures
• Shareholder activism, shareholder access and proxy solicitation updates
• Recent accounting developments
• Tips on dealing with current disclosure issues
• Developments at the SEC

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

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 receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this 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 networking 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

Abigail Arms

9:15  SEC Update and Priorities

Current and former SEC staff members will discuss what’s new at the SEC, and more particularly, in the Division of Corporation Finance. The focus of this panel will include recent changes in the Division of Corporation Finance, its current organizational structure, recent regulatory and legislative initiatives and developments, staff review practices, the comment process including appeals of staff comments and pointers on how to interface with the staff.

Abigail Arms, Mary J. Mullany, Larry M. Spirgel

10:45  Networking Break

11:00  Disclosure Topics and Trends

In challenging economic times, financial and risk-related disclosure takes on heightened importance. This panel will survey approaches to conveying bad news, tailoring risk factors, and explaining loss contingencies such as the impact of climate change and market risk disclosures. The panel also will review how to draft an effective MD&A that provides relevant information and addresses SEC guidance about key topics such as known trends, liquidity and capital resources, risk management and events subsequent to the reporting period.

Abigail Arms, Carla L. Heiss, Mary J. Mullany, Lona Nallengara, Christoph A. Pereira, Larry M. Spirgel

12:30  Lunch

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

1:45  Executive Compensation

Executive compensation determinations and disclosure continues to be one of the most challenging aspects of the annual disclosure document process. We will discuss the latest developments, including the latest guidance from the SEC staff on disclosures, practice pointers for compensation discussion and analysis, the impact of the bailout and stimulus legislation on executive compensation including Treasury regulations), and equity incentive compensation matters, as well as identify current trends and considerations.

Christopher L. Bruner, Andrea L. Dulberg, Carla L. Heiss, Mary J. Mullany, Christoph A. Pereira, Larry M. Spirgel

3:45  Networking Break

4:00  Hot Topics for Compensation Committees, the New Gatekeepers

Public company compensation committees remain in the spotlight. We will discuss legislative initiatives, SEC initiatives, including staff reviews, compensation decisions and risk management, use of compensation consultants, “say on pay” and much more. We will discuss the independence requirements for Compensation Committee members and provide practice pointers about the compensation disclosure process - when it starts, who is involved, how it is documented and what tools are used by the Compensation Committee.

Andrea L. Dulberg, Carla L. Heiss, Mary J. Mullany, Christoph A. Pereira

5:00  Adjourn

Day Two:  9:00 a.m. - 5:00 p.m.

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

9:00  The Lawyer’s Responsibility

This ethics presentation will focus on recent SEC actions involving attorneys, understanding the responsibilities of in-house counsel and outside advisors, up-the-ladder reporting and noisy withdrawals, and internal investigations and waivers of privilege.

Simon M. Lorne

10:00  Hot Topics in Accounting

This panel will provide an update on current issues and upcoming items that impact public company disclosures in periodic reports. Disclosure topics will cover subsequent events (new Statement No. 165), noncontrolling interests, consolidation of variable interest entities, fair value, other than temporary impairments, loss contingencies, IFRS and other significant accounting items affecting disclosure. We also will discuss staff guidance, areas of staff comment and best practices.

Abigail Arms, Christopher L. Bruner

11:00  Networking Break

11:15  Shareholder Proposals and Corporate Governance

Access to shareholders and inclusion of shareholder proposals in company proxy materials continues to be a challenging and ever-changing topic. We will discuss the interplay between state law and SEC requirements regarding shareholder proposals and shareholder access, describe the SEC shareholder proposal process and identify the top shareholder proposal topics. We will also discuss corporate governance disclosure obligations, and the corporate governance topics facing public companies today, such as shareholder access.

Andrea L. Dulberg, Richard H. Grubaugh, Carla L. Heiss, Mary J. Mullany, Christoph A. Pereira

12:45  Lunch

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

2:00  The Annual Meeting

This panel will review essential elements of planning the annual meeting, such as developing effective checklists and timetables, getting the mechanics and organization right, and understanding the role of soliciting firms and solicitation dynamics. The panelists will share insights on implementing e-proxy, adopting advance notice bylaws, and other practice pointers.

Andrea L. Dulberg, Richard H. Grubaugh, Carla L. Heiss, Mary J. Mullany, Christoph A. Pereira

3:15  Networking Break

3:30  Drafting the Proxy Statement and Annual Report

In light of recent regulatory and legislative developments and the continually increasing interest and involvement of shareholders in the proxy process, this panel will discuss best practices in drafting the 2010 annual meeting proxy statement and annual report, including the planning and preparation process, information gathering, current disclosure requirements and expectations, disclosure trends and practice pointers.

Andrea L. Dulberg, Carla L. Heiss, Mary J. Mullany, Lona Nallengara, Christoph A. Pereira

4:45  Q&A

5:00  Adjourn

Faculty

Co-Chair(s)

Speaker(s)

Program Attorney(s)

CLE Credit

Travel Information