Corporate Governance 2010 - A Master Class

Overview

Why You Should Attend

Addressing issues of corporate responsibility, governance, and government regulation continues to be a priority of the new administration.  Already there has been a significant increase in regulatory and enforcement actions, and additional changes are looming.  As corporate governance law continues to evolve and change, corporate counsel, both in-house and outside, need to stay abreast of these developments and the challenges facing boards and senior managers.  To assist you in navigating the rapidly changing landscape, co-chairs David M. Becker, U.S. Securities and Exchange Commission, and James R. Doty, Baker Botts LLP, have brought together a veritable who’s who of governance experts, including current and former government officials, in-house counsel, private practitioners, academics, and jurists to share their practical advice and best practices for advising your clients in these tumultuous times.

What You Will Learn

• New developments with regulatory reform
• Regulatory actions affecting directors, audit committees, and compensation committees
• The status of proxy access proposals
• Say on pay and other compensation developments
• Disclosures by and about credit rating agencies
• The view from the newly reconstituted SEC: new rules and new principles
• Enforcement and litigation in the post-meltdown era
• State law issues in corporate governance
• Ethical issues and how to respond

Who Should Attend

This program is designed for experienced corporate and securities attorneys with responsibility for advising companies on their governance procedures.

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.

Morning Session:  8:30 a.m. - 12:40  p.m.

8:30  Introduction and Opening Remarks

David M. Becker, James R. Doty

8:40  Keynote Address

Hon. Elisse B. Walter 

9:00  Regulatory Reforms and Developments

• Proxy Access
• Accounting issues (GAAP codification/XBRL issues; IFRS)
• Derivatives Regulations

Meredith B. Cross, James L. Kroeker, Michael J. Halloran, Alan L. Beller 

10:15  Break

10:30  Persistent Governance Issues

A. The Indispensable Committees - Audit, Compensation, Governance and Nominations: Disclosure and Risk Oversight

• Working with each other, management and the Board
• Standardized disclosure of risk
• What expertise is necessary for effective governance

Bart J. Colli, William L. Deckelman, Jr., Margaret M. Foran, Susan Goetz Markel

B. Governance by Special Committee: The New Paradigm? Should all committees operate this way?

• Establishing independence
• Defining scope
• Liability and conflict issues

Ralph C. Ferrara

C. Governance Implications of the FCPA Surge for Boards and Corporate Counsel

• Internal investigations and disclosure issues
• Enforcement trends (individual liability)
• Identifying and managing risks

Sharie A. Brown, Susan Goetz Markel, Jim Walden, Richard H. Walker, Hank Bond Walther

12:45  Lunch

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

2:00  State Law and Enforcement Updates

A. State (Delaware) Law Developments

• 2009 amendments to DGCL
• Fiduciary duties
• State of business judgment rule
• “alternative entity” cases

James L. Holzman, Stephen P. Lamb

B. Enforcement Update

• Enforcement Priorities: financial crisis issues, FCPA, Insider trading, Ponzi schemes
• Enforcement Actions
• Agency Interplay

Gregory S. Bruch, Robert S Khuzami, Thomas C. Newkirk, Linda Chatman Thomsen

3:45  Break

4:00  Ethics

• Who is your client? (Nicholas & Proskauer cases; corporate Miranda warnings)
• Fiduciary duty rules (Jones v. Harris; Gartenberg)
• Attorney Liability (REFCO); Considerations when Counsel is blamed (Kern)
• Lessons of SEC v. Bank of America

David Hess, Simon M. Lorne

5:00  Adjourn

Faculty

Co-Chair(s)

David M. Becker, General Counsel and Senior Policy Director, U.S. Securities and Exchange Commission
James R. Doty, Baker Botts LLP

Speaker(s)

Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP
Sharie A. Brown, DLA Piper LLP
Gregory S. Bruch, Willkie Farr & Gallagher LLP
Bart J. Colli, Retired Executive Vice President, General Counsel and Secretary, Aramark Corporation
Meredith B. Cross, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
William Deckelman, Vice President & General Counsel, CSC
Ralph C. Ferrara, Dewey & LeBoeuf LLP
Margaret M. Foran, Chief Governance Officer, VP and Corporate Secretary, Prudential
Michael J. Halloran, Kilpatrick Stockton LLP
David Hess, Assistant Professor of Business Law, Ross School of Business/University of Michigan
James L. Holzman, Prickett, Jones & Elliott, P.A.
Robert Khuzami, Director, Division of Enforcement, U.S. Securities and Exchange Commission
James L. Kroeker, Chief Accountant, U.S. Securities and Exchange Commission
Hon. Stephen P. Lamb, Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Simon M. Lorne, Vice Chairman and Chief Legal Officer, Millennium Management LLC
Susan Goetz Markel, Alix Partners LLP
Thomas C. Newkirk, Jenner & Block LLP
Linda Chatman Thomsen, Partner, Davis Polk & Wardwell LLP
Jim Walden, Gibson, Dunn & Crutcher LLP
Richard H. Walker, General Counsel, Deutsche Bank AG
Hon. Elisse B. Walter, Commissioner, U.S. Securities and Exchange Commission
Hank B Walther, Assistant Chief, Criminal Division, Fraud Section, United States Department of Justice

Program Attorney(s)

Grace O'Hanlon, 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