Securities Regulation Institute (42nd Annual)

Overview

Why You Should Attend

We are proud to present Practising Law Institute’s 42nd Annual Institute on Securities Regulation. This Institute has become the most highly anticipated securities law event, analyzing the current state of securities, financial regulatory,and corporate law and practice. In the few years since the financial crisis began we have seen significant change in each of these areas. Now, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the most far-reaching financial regulatory reform legislation in decades, covers virtually every aspect of financial regulation and has significant impact on securities practice and corporate governance. Given the extraordinary amount of rulemaking the Act will require in the coming months, the Institute will provide an important look at what you need to know, and do, in preparation for the coming changes. We will examine the consequences of the Act as they relate to the topics addressed at this year’s Institute, as well as the other important developments of the past year in the evolving field of securities regulation.

What You Will Learn

Last year, we restructured and expanded the Annual Institute to give you three full days of programming, with additional topics and longer, more comprehensive and practice-oriented sessions. Given the positive response, we’re continuing to employ the same three-day format, focusing on the most pressing issues of the day in the most critical areas, to help you navigate the current economic and regulatory restructuring, for your clients and your practice. We are pleased to present this year’s topics:

DAY ONE

• The Current State of Financial Reform:
     Did We Get What We Wished For?
     Did We Get What We Feared?
     Does It Depend on Who “We” Are?
• Risk Management in the Boardroom
• Raising Capital in Today’s Markets
• Update from the Division of Corporation Finance
• Disclosure Requirements: Key Changes and Best Practices

DAY TWO

• The View from the General Counsel’s Office
• The New Dynamic of Director-Shareholder Relations and Voting
• Q&A Picnic Lunch with the SEC
• Developments in Private Financing
• Top Ten Issues for Legal Opinion Practice and Audit Responses (1 hour ethics)
• Structuring and Negotiating M&A Deals

DAY THREE

• The Government Enforcement Agenda and Practical Handling of Enforcement Issues
• Managing and Resolving Private Securities Litigation
• Securities Disclosure as an Ethics Challenge (1 hour ethics)
• Important Developments in Delaware Corporate Law
• Accounting Developments Lawyers Must Know

The Institute’s stellar faculty, comprised of the very best practitioners and officials from private practice, investment banks, accounting firms, the judiciary, academia, and government oversight agencies, will put the developments of the past year into proper perspective and prepare you for 2011 and beyond. Each panel will share their unique insights and experiences with you on the most recent developments. They will deliver the information, practical strategies and solutions you need to perform successfully in today’s constantly evolving financial environment.

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.

We invite you to join us at the 42nd Annual Institute on Securities Regulation in this historic year. 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 version of the Course Handbook.

If you would 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.

The 42nd Annual Institute on Securities Regulation will be the most important and comprehensive securities conference you can attend this year. We are excited 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 Last Years Attendees Said About the 41st Annual Institute on Securities Regulation

“I have attended 39 of 41 Securities Law Institutes. The 3-day (Wed-Fri) format with longer sessions is excellent.”
George McKann, Drinker Biddle & Reath LLP, Chicago

“This year’s Institute was above and beyond the usual excellence of the Securities Law Institute. Well done! The revised and full day Wed-Fri format was very good as well.”
Hillel Tendler, Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., Baltimore

“The Delaware Corporate Law discussion was of high caliber. After 40 years, this Institute is highly evolved, professionally prepared and presents noted experts.”
Greg Rubis, Office of Thrift Supervision, Jersey City, New Jersey

“The program was truly excellent in terms of topics, material, speakers and format.”
Jeffrey Kraft, Neal, Gerber & Eisenberg LLP, Chicago

“Good structure to program; nice balance of topics; very practical.”
Carol Stubblefield, Baker & McKenzie, New York City

“Great program as usual.”
Eric Honick, Snow Becker Krauss P.C., New York City

“Faculty - best of class. Timeline of topics - on point, best one I have attended.”
2009 Attendee

“Once again, I was hugely impressed by the expertise of the faculty and presenters, and consider it a pleasure and a privilege to participate.”
2009 Attendee

“Slides are very valuable - thank you for your hard work this year. . . . Well planned, packed with hard information.”
2009 Attendee

10 Reasons Why You Will Absolutely Want to Attend PLI’s 42nd Annual Institute on Securities Regulation

1. Receive three full days of programming at the longestrunning, highest-quality Institute on securities law and ensure that you are equipped with the most current and practical strategies and solutions for today’s most pressing issues.
2. Hear Keynote Addresses by Hon. Gary Gensler, Chairman, U.S. Commodity Futures Trading Commission, and Hon. Elisse B. Walter, Commissioner, U.S. Securities and Exchange Commission, along with presentations from an outstanding faculty of over 75 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; U.S. Attorney’s Office; Public Company Accounting Oversight Board; Financial Accounting Standards Board; Delaware Court of Chancery; and Delaware Supreme Court.
3. Receive a list of take-away best practices at the conclusion of each panel that you can use as a reference and implement in your daily practice.
4. Increase your value as an adviser no matter what your practice level: Whether you are an associate, senior partner or general counsel, this Institute offers you the information you won’t get anywhere else.
5. Ask your most pressing questions and receive answers from senior staff at the Securities and Exchange Commission’s Division of Corporation Finance, at the annual Q&A Picnic Lunch on Day Two of the Institute.
6. Completely updated panels, including several new sessions: The Current State of Financial Reform: Did We Get What We Wished For? Did We Get What We Feared? Does It Depend on Who “We” Are? Risk Management in the Boardroom; Developments in Private Financing; Securities Disclosure as an Ethics Challenge.
7. Get the important in-house perspective during the panel sessions, including The View from the General Counsel’s Office. Hear from Allstate Insurance Company; American Express Company, Inc.; Citigroup, Inc.; General Electric Company; The Goldman Sachs Group, Inc.; ITT Corporation; and Yahoo!
8. You will receive a superior two-volume reference guide with over 1,000 pages 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 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

DAY ONE, Wednesday, November 10, 2010, 9:00 a.m. - 5:00 p.m.

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

9:00  Welcome and Opening Remarks

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

9:15  The Current State of Financial Reform

A. Keynote Address

Hon. Elisse B. Walter, Commissioner, U.S. Securities and Exchange Commission

B. Panel Discussion: Did We Get What We Wished For?  Did We Get What We Feared?  Does it Depend on Who “We” Are?

• Key points of U.S. financial regulatory reform under the Dodd-Frank Act
• Federal regulation of corporate governance
• Impact of reform on SEC regulation and on the SEC itself
• Regulatory reforms abroad and their impact on the U.S.

Moderator:  Alan L. Beller   
Panelists:  Edward F. Greene, George W. Madison, Annette L. Nazareth  

10:30  Risk Management in the Boardroom

• Risk identification and mitigation
• Oversight structures
• Spotlight on risk aspects of compensation design and use of clawbacks
• Compensation committee independence
• Disclosure requirements and implications

Moderator:  Thomas A. Cole   
Panelists:  Frank Jimenez, John F. Olson, Elizabeth M. Sacksteder

11:30  Break

11:45  Raising Capital in Today’s Markets

• The current market environment
• Issues in private capital raising
• Return of the IPO: preparation and practice issues
• Registered directs and related offering techniques
• Debt restructurings

Moderator:  David B. Harms   
Panelists:  David A. Donohoe, Jr., Paula Dubberly, Robert Evans III, William H. Hinman  

1:00  Lunch

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

2:00  Update from the Division of Corporation Finance

• Hear from the most senior officials at the Division
• What are the Division’s plans to implement  the Dodd-Frank Act
• Learn what to expect in this new regulatory environment
• What are the Division’s current rulemaking and other initiatives
• What are the priorities and areas of focus in SEC reviews

Meredith B. Cross, Director, Division of Corporation Finance
Brian Breheny, Deputy Director, Legal and Regulatory Policy, Division of Corporation Finance
Paula Dubberly, Deputy Director, Policy and Capital Markets, Division of Corporation Finance
Shelley E. Parratt, Deputy Director, Disclosure Operations, Division of Corporation Finance 

3:15  Break

3:30  Disclosure Requirements:  Key Changes and Best Practices

• New disclosures mandated by the Dodd-Frank Act
• Governance related disclosures, including leadership structure and risk management
• Enhanced compensation disclosure requirements
• Climate change
• Non-GAAP financial information; new guidance and best practices
• New methods of disseminating information

Moderator:  Keith F. Higgins   
Panelists:  Mark A. Borges, Martin P. Dunn, Amy L. Goodman, David M. Lynn, Shelley E. Parratt
  
5:00  Adjourn

DAY TWO, Thursday, November 11, 2010, 9:00 a.m. - 5:00 p.m.

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

9:00  Keynote Address

Hon. Gary Gensler, Chairman, U.S. Commodity Futures Trading Commission

9:30  The View from the General Counsel’s Office

• Risk oversight and legal compliance systems
• Assuring the proper information flow to the board
• Challenges counseling both management and the board
• Navigating changing director/shareholder relations
• Dealing with FCPA and other complexities of global operations

Moderator:  Brackett B. Denniston, III    
Panelists:  Michael Callahan, Michael J. Holston, Louise M. Parent, Esta Eiger Stecher    

10:45  Break

11:00  The New Dynamic of Director-Shareholder Relations and Voting

• Dealing with activist investors
• Proxy access and  Rule 14a-8 proposals
• Say on Pay requirements
• Getting out the vote, including E-proxy, Rule 452 revision, identifying your owners, and other proxy mechanics issues
• Aligning voting and economic interest

Moderator:  John W. White    
Panelists:  Hon. Elisse B. Walter, Brian V. Breheny, Catherine R. Kinney, Michael R. McAlevey, Ann L. Yerger

12:15  Q&A Picnic Lunch with the SEC

Meredith B. Cross, Director, Division of Corporation Finance
Senior Staff, Division of Corporation Finance

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

1:30  Developments in Private Financing

• State of the venture capital/private equity industries
• Status and potential impact of regulatory proposals
• Integration, exemptions and other practice challenges in capital raising
• Key deal term trends
• Liquidity and the private company

Moderator:  Stephen M. Graham  
Panelists:  Julie H. Jones, Thomas J. Kim, Karen M. King, M. Adam Oliveri     

2:30  Break

2:45  Top Ten Issues for Legal Opinion Practice and Audit Responses

• Techniques for managing professional risk
• Giving and receiving opinions in the international environment
• Avoiding inadvertent negative assurance
• Dealing with changing accounting standards for loss contingencies

Moderator:  Julie M. Allen   
Panelists:  Donald W. Glazer, Ettore A. Santucci, John K. Villa, Thomas W. White   

3:45  Structuring and Negotiating M&A Deals

• State of the M&A marketplace
• Structuring a buyout by a controlling shareholder
• Projections and other disclosure challenges
• Permissible deal protections
• Key provisions of the acquisition agreement

Moderator:  Richard E. Climan     
Panelists:  Robert Kindler, Vice Chancellor J. Travis Laster, Faiza J. Saeed, Patricia A. Vlahakis

5:00  Adjourn

DAY THREE , Friday, November 12, 2010, 9:00 a.m. - 5:00 p.m.

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

9:00  The Government Enforcement Agenda and Practical Handling of Enforcement Issues

• Update from the government
• Expanded enforcement authority under Dodd-Frank Act
• Enforcement developments relating to financial institutions and hedge funds
• FCPA and multinational investigations
• Subprime and distressed market cases
• Corporate penalties and individual liability
• Key defense points, including prosecutorial misconduct, and settling cases in the new environment

Moderator:  Mary Jo White   
Panelists:  Preet Bharara, Robert Khuzami, Carmen J. Lawrence, Linda Chatman Thomsen, Theodore V. Wells, Jr., Bruce E. Yannett   

10:45  Break

11:00  Managing and Resolving Private Securities Litigation

• How to evaluate and defend securities cases - key practice tips
• Statute of  limitations defense and Merck
• F-cubed and other cross-border litigation issues after Morrison
• Corporate scienter and the “core operations” doctrine
• Turning the class certification motion to your advantage
• Settlement strategies and use of mediators

Moderator:  Bruce D. Angiolillo
Panelists:  Boris Feldman, Ralph C. Ferrara, Tracy A. Nichols, Samuel H. Rudman, D. Scott Tucker

12:15  Lunch

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

1:30  Securities Disclosure as an Ethics Challenge

• Professional responsibilities and pitfalls in advising on disclosure
• Dealing with the recalcitrant client
• State ethics requirements
• SEC professional conduct rules
• Securities and other liability exposure
• Preserving privilege

Moderator:  James H. Cheek, III   
Panelists:  David M. Becker, Dixie L. Johnson, Michele Coleman Mayes, Robert H. Mundheim   

2:30  Break

2:45  Important Developments in Delaware Corporate Law

• Aligning economic interest with voting power
• The boundaries of Revlon and just say no
• What’s new about poison pills
• Director duties when controlling shareholders are involved
• Special issues for preferred shareholders
• How far does freedom of contract in alternative entities extend?

Moderator:  Gregory V. Varallo    
Panelists:  Hon. Jack B. Jacobs, Frederick H. Alexander, Lawrence A. Hamermesh, Jessica Zeldin    

3:45  Accounting Developments Lawyers Must Know

• How acquisition accounting affects deals
• Dealing with going concern issues
• Restatements versus revisions
• Handling fair value disclosures
• What is the path to convergence and IFRS?
• Current Corp/Fin review issues
• PCAOB developments

Moderator:  Linda L. Griggs
Panelists:  Wayne E. Carnall, Daniel L. Goelzer, Robert J. Kueppers, Leslie F. Seidman

5:00  Adjourn

Faculty

Co-Chair(s)

Steven E. Bochner, Wilson Sonsini Goodrich & Rosati
Stanley Keller, Edwards Angell Palmer & Dodge LLP
Colleen P. Mahoney, Skadden, Arps, Slate, Meagher & Flom LLP

Speaker(s)

Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP
Julie M. Allen, Proskauer Rose LLP
Bruce D. Angiolillo, Simpson Thacher & Bartlett LLP
David M. Becker, General Counsel and Senior Policy Director, U.S. Securities and Exchange Commission
Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP
Preet Bharara, United States Attorney, United States Attorney's Office, Southern District of New York
Mark A. Borges, Principal, Compensia, Inc.
Brian V. Breheny, Deputy Director, Legal and Regulatory Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission
Michael Callahan, Executive Vice President and General Counsel, Yahoo! Inc.
Wayne E. Carnall, Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
James H. Cheek, III, Bass, Berry & Sims PLC
Richard E. Climan, Dewey & LeBoeuf LLP
Thomas A. Cole, Sidley Austin LLP
Meredith B. Cross, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Brackett B. Denniston, III, Senior Vice President, General Counsel, General Electric Company
David A. Donohoe, Jr., President, Donohoe Advisory Associates LLC
Paula Dubberly, Deputy Director, Policy and Capital Markets, U.S. Securities and Exchange Commission
Martin P. Dunn, O'Melveny & Myers LLP
Robert Evans III, Shearman & Sterling LLP
Boris Feldman, Wilson Sonsini Goodrich & Rosati
Ralph C. Ferrara, Dewey & LeBoeuf LLP
Hon. Gary Gensler, Chairman, U.S. Commodity Futures Trading Commission
Donald W. Glazer
Daniel L. Goelzer, Board Member and Acting Chairman, Public Company Accounting Oversight Board
Amy L. Goodman, Gibson, Dunn & Crutcher LLP
Stephen M. Graham, Fenwick & West LLP
Edward F. Greene, Cleary Gottlieb Steen & Hamilton LLP
Linda L. Griggs, Morgan, Lewis & Bockius LLP
Lawrence A. Hamermesh, Attorney Fellow, Division of Corporation Finance, Office of the Chief Counsel, U.S. Securities and Exchange Commission and Professor of Law, Widener University School of Law
David B. Harms, Sullivan & Cromwell LLP
Keith F. Higgins, Ropes & Gray LLP
William H. Hinman, Simpson Thacher & Bartlett
Michael J. Holston, Executive Vice President and General Counsel, Hewlett-Packard Co.
Hon. Jack B. Jacobs, Justice, Delaware Supreme Court
Frank Jimenez, Vice President and General Counsel, ITT Corporation
Dixie L. Johnson, Fried, Frank, Harris, Shriver & Jacobson LLP
Julie H. Jones, Ropes & Gray LLP
Robert Khuzami, Director, Division of Enforcement, U.S. Securities and Exchange Commission
Thomas J. Kim, Associate Director and Chief Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission
Robert Kindler, Global Head of Mergers & Acquisitions, Vice Chairman, Morgan Stanley
Karen M. King, Managing Director and General Counsel, Silver Lake
Catherine R. Kinney, Director: Metlife Inc.; MSCI, Inc.; NetSuite Inc.
Robert J. Kueppers, Deputy CEO, Deloitte LLP
J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
Carmen J. Lawrence, Fried, Frank, Harris, Shriver & Jacobson LLP
David M. Lynn, Morrison & Foerster LLP
George W. Madison, General Counsel, U.S. Department of the Treasury
Michele Coleman Mayes, Senior Vice President and General Counsel, Allstate Insurance Company
Michael R. McAlevey, Vice President and Chief Corporate, Securities, and Finance Counsel, General Electric Company
Robert H. Mundheim, Shearman & Sterling LLP
Annette L. Nazareth, Davis Polk & Wardwell LLP
Tracy A. Nichols, Holland & Knight
M. Adam Oliveri, Managing Director, Private Company Market, SecondMarket
John F. Olson, Gibson, Dunn & Crutcher LLP
Louise M. Parent, Executive Vice President and General Counsel, American Express Company
Shelley E. Parratt, Deputy Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Samuel H. Rudman, Robbins Geller Rudman & Dowd LLP
Elizabeth M. Sacksteder, Deputy General Counsel and Head of Litigation, Citigroup Inc.
Faiza J. Saeed, Cravath, Swaine & Moore LLP
Ettore A. Santucci, Goodwin Procter LLP
Leslie F. Seidman, Board Member (Acting Chair as of October 1, 2010), Financial Accounting Standards Board
Esta Eiger Stecher, Executive Vice President and General Counsel, The Goldman Sachs Group, Inc.
Linda Chatman Thomsen, Partner, Davis Polk & Wardwell LLP
D. Scott Tucker, Co-Head of The Morgan Stanley U.S. Litigation Group, Morgan Stanley & Co. Incorporated
Gregory V. Varallo, Richards, Layton & Finger, PA
John K. Villa, Williams & Connolly LLP
Patricia A. Vlahakis, Wachtell, Lipton, Rosen & Katz
Hon. Elisse B. Walter, Commissioner, U.S. Securities and Exchange Commission
Theodore V. Wells, Jr., Paul, Weiss, Rifkind, Wharton & Garrison LLP
John W. White, Cravath, Swaine & Moore LLP
Mary Jo White, Debevoise & Plimpton LLP
Thomas W. White, Wilmer Cutler Pickering Hale and Dorr LLP
Bruce E. Yannett, Debevoise & Plimpton LLP
Ann L. Yerger, Executive Director, Council of Institutional Investors
Jessica Zeldin, Rosenthal Monhait & Goddess PA

Program Attorney(s)

Laura R. Shields, Assistant Director, Programs, Practising Law Institute

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. 1 block from PLI Center.

Hotel Accommodations

Rest and relax just an elevator ride from the program! By reserving your room below you will enjoy:

• Best available rate
• 10% discount to all hotel Food & Beverage consumed in food outlets, New York Marketplace, Etrusca, Lobby Lounge and Bridges Bar (PLI Registration Badge Required)
• Automatic complimentary access to state of the art Fitness Center

A block of rooms have been reserved for November 9, 2010 - November 13, 2010. The special room rate will be available until October 18th or until the group block is sold-out, whichever comes first.

The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019.  Please click on this link to view PLI's web page for Hilton reservations.  To make reservations by phone call 1-800-HILTONS or, 1-877-NYC-HILT. State you are part of Practising Law Institute's room block.