Seminar  Program

Eighteenth Annual Institute on Securities Regulation in Europe: Practical Implications of U.S. Law on EU Practice


Select a Location:

  • Webcast


    Mar. 14 - 15, 2019

    9:15 AM Greenwich

  • London, GBR


    Mar. 14 - 15, 2019

    9:15 AM Greenwich

We are delighted to present PLI’s Eighteenth Annual Institute on Securities Regulation in Europe, on 14-15 March 2019 in the offices of Allen & Overy in London. With a unique focus on the application of U.S. securities law in the EU, the Institute will feature a faculty of leading practitioners, in-house counsel and government regulators from the U.S. and the UK, who will address recent developments in market activity and enforcement and offer practical guidance for companies and financial institutions across Europe, the U.S. and beyond.

The Eighteenth Annual Institute on Securities Regulation in Europe will be the most important and thorough securities conference you can attend in 2019. This conference is crucial for corporate and securities lawyers in private practice and in-house, CEOs, CFOs, CIOs, and others in senior management whose decisions are affected by securities laws, and by cross-border mergers & acquisitions, private equity, and shareholder activists.

Topics Include
• The current regulatory environment, including U.S. rulemaking and its implications for market developments and practice
• Market trends and regulatory developments impacting cross-border capital markets
• Deal tips and practice points for structuring cross-border M&A transactions
• Recent developments in accounting and auditing
• Enforcement priorities and programmes: practical strategies for you and your clients
• In-house perspectives tackling thorny day-to-day issues from Brexit to crisis management
• Securities litigation update: key issues for transactional lawyers and corporate counsel
• Fintech: learn which issues are important and why
• What every cross-border lawyer needs to know about ethics

Special Features
• Two networking luncheons
• Keynote speakers kicking off the programme each day, including William H. Hinman, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission on Day 1
• Important U.S. regulator and practitioner perspectives
• Earn one hour of Ethics credit


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.

Day One: 9:15 a.m. - 5:30 p.m.

9:15 Opening Remarks
Andrew Bagley, John W. Banes, Diana Billik

9:30 Keynote Address

10:00 Regulatory Developments Affecting the Capital Markets in the U.S.
  • Status of legislative and regulatory developments.
  • Initiatives to facilitate capital formation
  • Disclosure-related developments
  • NYSE rule change proposal regarding direct listings
  • Update on Volcker rule implications for capital markets deals
  • Regulatory response to Bitcoin, ICOs
  • Other developments

Sebastian R. Sperber (Panel Leader), Nicholas Baumgartner, Peter Castellon, Michael D. Coco, Erik Morris, Deborah A. Smith



11:15 Networking Break

11:30 Regulatory Developments Affecting the Capital Markets in Europe
  • Brexit – latest in-house and practitioner views
  • ESMA guidance on risk factors and related matters
  • SEC developments that impact international capital markets & upcoming trends
  • MiFID & PRIIPS – product governance, underwriting/placing, allocations, inducement, extra territoriality (including SEC no-action relief on research)
  • Other regulatory trends – e.g., focus on AML/ABC/sanctions and implications for EM and “challenging” jurisdiction transactions; MiFID

Sachin Davé (Panel Leader), Mark Bergman, David Ludwick, Christos Nifadopoulos, Tim Odell



12:30 Luncheon

1:30 Executing Cross-Border Capital Markets Deals – Practical Issues and Market Trends
  • Market update: activity and trends; products and regions
    • IPOs/equity
    • High grade and equity linked debt
    • Financial institutions; equity and regulatory capital, AT1 and the aftermath of Banco Popular
    • Emerging markets
  • UK IPO reform one year on: market practices and risk perception
    • Research; conduct of business/FCA positions; analysts and the real-world impact
    • Disclosure documents; practical implications; timing and structure 
  • Financial Disclosure: old favourites and latest issues (AFME and projections; APMs and other “hardy perennials”)
  • Other deal-doing developments
  • Sanctions/Anti-corruption/other conduct and compliance; updated disclosure and due diligence practice points
  • LIBOR/SONIA/SOFR – what’s happening in the real world?

Laura Holleman (Panel Leader), Cecil D. Quillen III (Panel Leader), Lisa D’Aguiar, Mandy DeFilipo, Steve Thierbach



2:45 Practical Strategies for In-House Attorneys
  • Responding to the changing regulatory environment
  • UK, EU and U.S. banking updates
  • Data privacy and cybersecurity updates
  • Fintech
  • Crisis management
  • Brexit execution teams and how structures are holding together

Andrew J. Bagley (Panel Leader), Sarah Linstead, Joe Longo, Pansy Wong



3:45 Networking Break

4:00 Accounting and Auditing Developments for 2019: What Lawyers Need to Know!
  • Challenges of implementing new accounting standards: Revenue recognition, leasing, financial instruments
  • Current hot spots in SEC accounting reviews of foreign private issuers
  • Rule 3-13 waivers: Don't be afraid to ask!
  • Update on Non-GAAP and key metrics: Don't forget controls and procedures!
  • Continued focus on audit committee effectiveness
  • PCAOB update: Auditor's reporting model, other standard setting, and the current focus of inspections
  • Update: Internal control over financial reporting

John W. White (Panel Leader), Michael J. Gallagher, Sagar S. Teotia, Mary B. Tokar



5:30 Adjourn

Day Two: 9:30 a.m. - 4:45 p.m.

9:30 Fireside Chat with William H. Hinman, Director, Division of Corporation Finance, SEC

William H. Hinman,  John W. White

Please note credit is not offered for this session. 



10:00 Enforcement Programmes and Priorities in the U.S. and UK
  • Investigations, charging and settlement issues in multi-country enforcement
  • Credit for self-reporting and cooperation
  • Fines, sanctions and “piling on” considerations
  • Regulatory scrutiny of independence and conduct of internal investigations
  • Individual vs. enterprise prosecutions
  • How best to achieve deterrence
  • The future of monitors

Andrew M. Genser (Panel Leader), Bradley J. Gans, Sir David Green CB QC, Sandra Moser, Jamie Symington



11:15 Networking Break

11:30 Developments in Securities Litigation for Corporate Lawyers
  • Developments in European securities litigation involving issuers and underwriters: a more mature point in the cycle?
  • Reflections on recent claims
  • The challenges in putting together a claim
  • The perspective of litigation funders
  • The continuing implications and applications of Morrison
  • Practical lessons for deal execution

Harry Edwards (Panel Leader), Charles S. Duggan, Jennifer Morrissey, Ravi Nayer, Tony Singla



12:30 Luncheon

1:30 Dual-Track Disposal Processes and M&A Updates
  • Exploring an M&A exit and a capital markets exit from a portfolio company
  • Advantages and challenges of undertaking a dual track approach
  • Legal issues, timing issues, deal certainty, CFIUs and more
  • Turbulence in the cross-border space: trade wars, nationalism, foreign investment regimes, etc.

Lorenzo Corte (Panel Leader), John Horsfield-Bradbury (Panel Leader)



2:30 Mythbusters: The Leveraged Finance Edition
  • Leveraged finance essentials
  • Key standard provisions and issue-spotting
  • Understanding and assessing risk
  • Stapled financing and conflicts
  • Litigation considerations

Michael Dakin (Panel Leader), Nicholas J. Shaw (Panel Leader), Paul Atefi, Yasmine Bassili



3:30 Networking Break

3:45 Ethical Issues for the Transactional Lawyer in a Global Practice

Learn how to navigate challenging ethical issues through the lens of multifaceted case studies and hypotheticals that will address cross-border ethical issues:

  • Duty to escalate information
  • Conflicts and privilege: alerting transactional lawyers to the prospect of litigation
  • Comparative approaches to ethics
  • Avoiding ethical pitfalls in error-laden contracts

William J.F. Roll, III (Panel Leader), Ewan Brown, Simon Dodds, Rosemary Ioannou 



4:45 Adjourn

Co-Chair(s)
Andrew J. Bagley ~ EMEA General Counsel, Goldman Sachs International
John W. Banes ~ Davis Polk & Wardwell LLP
Diana Billik ~ Allen & Overy LLP
Speaker(s)
Paul Atefi ~ Director, KKR Credit, Kohlberg Kravis Roberts & Co. L.P.
Yasmine Bassili ~ Managing Director, Goldman Sachs International
Nicholas Baumgartner ~ Director and Deputy General Counsel, Equity Capital Markets, Citigroup Global Markets Limited
Mark S. Bergman ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Ewan Brown ~ Slaughter and May
Peter Castellon ~ Proskauer Rose LLP
Michael D. Coco ~ Chief, Office of International Corporate Finance, U.S. Securities and Exchange Commission
Lorenzo Corte ~ Skadden, Arps, Slate, Meagher & Flom (U.K.) LLP
Lisa D'Aguiar ~ Director & Assistant General Counsel, Bank of America Merrill Lynch International Limited
Michael N. Dakin ~ Partner, Clifford Chance LLP
Sachin Davé ~ Allen & Overy LLP
Mandy DeFilippo ~ Head of BU Risk Management, Fixed Income Division (EMEA), Morgan Stanley
Simon Dodds ~ Shearman & Sterling LLP
Charles S. Duggan ~ Davis Polk & Wardwell
Harry Edwards ~ Herbert Smith Freehills LLP
Michael J. Gallagher ~ Partner, Vice Chairman of Stakeholders & Client Service , PwC
Bradley J. Gans ~ N.A. London Branch Manager, Citibank
Andrew M. Genser ~ General Counsel, Viking Global Investors LP
Sir David Green CB QC ~ Former Director, Serious Fraud Office; Senior Consultant, Slaughter and May
William H. Hinman ~ Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Laura A. Holleman ~ Managing Director, General Counsel Investment Banking Division, Goldman Sachs International
John Horsfield-Bradbury ~ Associate, Sullivan & Cromwell LLP
Rosemary Ioannou ~ Investment Director, Vannin Capital
Sarah Linstead ~ General Counsel, London and Head of Corporate Finance, Legal, Société Générale
Joe P. Longo ~ General Counsel, UK and EMEA, Deutsche Bank AG
David M. Ludwick ~ Freshfields Bruckhaus Deringer
Erik Morris ~ Co-Head EMEA Investment Banking and Capital Markets - Legal, Credit Suisse
Jennifer Morrissey ~ Harcus Sinclair LLP
Sandra L. Moser ~ Quinn Emanuel Urquhart & Sullivan, LLP
Ravi Nayer ~ Pinsent Masons
Christos Nifadopoulos ~ Managing Director and Senior Counsel, Goldman Sachs & Co
Tim Odell ~ Director, Deputy General Counsel, Citigroup
Cecil D. Quillen III ~ Linklaters LLP
William J.F. Roll III ~ Shearman & Sterling LLP
Nicholas J. Shaw ~ Simpson Thacher & Bartlett LLP
Tony Singla ~ Brick Court Chambers
Deborah A. Smith ~ Executive Director and Senior Counsel, Goldman Sachs International
Sebastian R. Sperber ~ Cleary Gottlieb Steen & Hamilton LLP
Jamie Symington ~ Brown Rudnick LLP
Sagar S Teotia ~ Deputy Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Steve Thierbach ~ Gibson Dunn & Crutcher LLP
Mary B. Tokar ~ Member, International Accounting Standards Board
John W. White ~ Cravath, Swaine & Moore LLP
Pansy Wong ~ Managing Director, JPMorgan Chase & Co.
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

Alabama:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live webcasts qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

California:  PLI’s live webcasts qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period. Effective January 1, 2019, the limit of distance education per reporting period will increase from 9 to 18 credits.

Iowa:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kentucky:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Louisiana:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Minnesota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Montana:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Nebraska:  PLI’s live webcasts qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

North Carolina:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

North Dakota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Ohio:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  All PLI products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Rhode Island:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

South Carolina:  PLI’s live webcasts qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live webcasts qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  All PLI products can fulfill Washington’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Wyoming:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live webcasts may fulfill Australia’s CPD requirements. Credit limits for live webcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s live webcasts may fulfill CLPD credit requirements.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as the “Group-Internet-Based” (GIB) delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live webcasts may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live webcasts may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live webcasts may fulfill CFP credit requirements.

 

We are delighted to present PLI’s Eighteenth Annual Institute on Securities Regulation in Europe, on 14-15 March 2019 in the offices of Allen & Overy in London. With a unique focus on the application of U.S. securities law in the EU, the Institute will feature a faculty of leading practitioners, in-house counsel and government regulators from the U.S. and the UK, who will address recent developments in market activity and enforcement and offer practical guidance for companies and financial institutions across Europe, the U.S. and beyond.

The Eighteenth Annual Institute on Securities Regulation in Europe will be the most important and thorough securities conference you can attend in 2019. This conference is crucial for corporate and securities lawyers in private practice and in-house, CEOs, CFOs, CIOs, and others in senior management whose decisions are affected by securities laws, and by cross-border mergers & acquisitions, private equity, and shareholder activists.

Topics Include
• The current regulatory environment, including U.S. rulemaking and its implications for market developments and practice
• Market trends and regulatory developments impacting cross-border capital markets
• Deal tips and practice points for structuring cross-border M&A transactions
• Recent developments in accounting and auditing
• Enforcement priorities and programmes: practical strategies for you and your clients
• In-house perspectives tackling thorny day-to-day issues from Brexit to crisis management
• Securities litigation update: key issues for transactional lawyers and corporate counsel
• Fintech: learn which issues are important and why
• What every cross-border lawyer needs to know about ethics

Special Features
• Two networking luncheons
• Keynote speakers kicking off the programme each day, including William H. Hinman, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission on Day 1
• Important U.S. regulator and practitioner perspectives
• Earn one hour of Ethics credit


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.

Day One: 9:15 a.m. - 5:30 p.m.

9:15 Opening Remarks
Andrew Bagley, John W. Banes, Diana Billik

9:30 Keynote Address

10:00 Regulatory Developments Affecting the Capital Markets in the U.S.
  • Status of legislative and regulatory developments.
  • Initiatives to facilitate capital formation
  • Disclosure-related developments
  • NYSE rule change proposal regarding direct listings
  • Update on Volcker rule implications for capital markets deals
  • Regulatory response to Bitcoin, ICOs
  • Other developments

Sebastian R. Sperber (Panel Leader), Nicholas Baumgartner, Peter Castellon, Michael D. Coco, Erik Morris, Deborah A. Smith



11:15 Networking Break

11:30 Regulatory Developments Affecting the Capital Markets in Europe
  • Brexit – latest in-house and practitioner views
  • ESMA guidance on risk factors and related matters
  • SEC developments that impact international capital markets & upcoming trends
  • MiFID & PRIIPS – product governance, underwriting/placing, allocations, inducement, extra territoriality (including SEC no-action relief on research)
  • Other regulatory trends – e.g., focus on AML/ABC/sanctions and implications for EM and “challenging” jurisdiction transactions; MiFID

Sachin Davé (Panel Leader), Mark Bergman, David Ludwick, Christos Nifadopoulos, Tim Odell



12:30 Luncheon

1:30 Executing Cross-Border Capital Markets Deals – Practical Issues and Market Trends
  • Market update: activity and trends; products and regions
    • IPOs/equity
    • High grade and equity linked debt
    • Financial institutions; equity and regulatory capital, AT1 and the aftermath of Banco Popular
    • Emerging markets
  • UK IPO reform one year on: market practices and risk perception
    • Research; conduct of business/FCA positions; analysts and the real-world impact
    • Disclosure documents; practical implications; timing and structure 
  • Financial Disclosure: old favourites and latest issues (AFME and projections; APMs and other “hardy perennials”)
  • Other deal-doing developments
  • Sanctions/Anti-corruption/other conduct and compliance; updated disclosure and due diligence practice points
  • LIBOR/SONIA/SOFR – what’s happening in the real world?

Laura Holleman (Panel Leader), Cecil D. Quillen III (Panel Leader), Lisa D’Aguiar, Mandy DeFilipo, Steve Thierbach



2:45 Practical Strategies for In-House Attorneys
  • Responding to the changing regulatory environment
  • UK, EU and U.S. banking updates
  • Data privacy and cybersecurity updates
  • Fintech
  • Crisis management
  • Brexit execution teams and how structures are holding together

Andrew J. Bagley (Panel Leader), Sarah Linstead, Joe Longo, Pansy Wong



3:45 Networking Break

4:00 Accounting and Auditing Developments for 2019: What Lawyers Need to Know!
  • Challenges of implementing new accounting standards: Revenue recognition, leasing, financial instruments
  • Current hot spots in SEC accounting reviews of foreign private issuers
  • Rule 3-13 waivers: Don't be afraid to ask!
  • Update on Non-GAAP and key metrics: Don't forget controls and procedures!
  • Continued focus on audit committee effectiveness
  • PCAOB update: Auditor's reporting model, other standard setting, and the current focus of inspections
  • Update: Internal control over financial reporting

John W. White (Panel Leader), Michael J. Gallagher, Sagar S. Teotia, Mary B. Tokar



5:30 Adjourn

Day Two: 9:30 a.m. - 4:45 p.m.

9:30 Fireside Chat with William H. Hinman, Director, Division of Corporation Finance, SEC

William H. Hinman,  John W. White

Please note credit is not offered for this session. 



10:00 Enforcement Programmes and Priorities in the U.S. and UK
  • Investigations, charging and settlement issues in multi-country enforcement
  • Credit for self-reporting and cooperation
  • Fines, sanctions and “piling on” considerations
  • Regulatory scrutiny of independence and conduct of internal investigations
  • Individual vs. enterprise prosecutions
  • How best to achieve deterrence
  • The future of monitors

Andrew M. Genser (Panel Leader), Bradley J. Gans, Sir David Green CB QC, Sandra Moser, Jamie Symington



11:15 Networking Break

11:30 Developments in Securities Litigation for Corporate Lawyers
  • Developments in European securities litigation involving issuers and underwriters: a more mature point in the cycle?
  • Reflections on recent claims
  • The challenges in putting together a claim
  • The perspective of litigation funders
  • The continuing implications and applications of Morrison
  • Practical lessons for deal execution

Harry Edwards (Panel Leader), Charles S. Duggan, Jennifer Morrissey, Ravi Nayer, Tony Singla



12:30 Luncheon

1:30 Dual-Track Disposal Processes and M&A Updates
  • Exploring an M&A exit and a capital markets exit from a portfolio company
  • Advantages and challenges of undertaking a dual track approach
  • Legal issues, timing issues, deal certainty, CFIUs and more
  • Turbulence in the cross-border space: trade wars, nationalism, foreign investment regimes, etc.

Lorenzo Corte (Panel Leader), John Horsfield-Bradbury (Panel Leader)



2:30 Mythbusters: The Leveraged Finance Edition
  • Leveraged finance essentials
  • Key standard provisions and issue-spotting
  • Understanding and assessing risk
  • Stapled financing and conflicts
  • Litigation considerations

Michael Dakin (Panel Leader), Nicholas J. Shaw (Panel Leader), Paul Atefi, Yasmine Bassili



3:30 Networking Break

3:45 Ethical Issues for the Transactional Lawyer in a Global Practice

Learn how to navigate challenging ethical issues through the lens of multifaceted case studies and hypotheticals that will address cross-border ethical issues:

  • Duty to escalate information
  • Conflicts and privilege: alerting transactional lawyers to the prospect of litigation
  • Comparative approaches to ethics
  • Avoiding ethical pitfalls in error-laden contracts

William J.F. Roll, III (Panel Leader), Ewan Brown, Simon Dodds, Rosemary Ioannou 



4:45 Adjourn

Co-Chair(s)
Andrew J. Bagley ~ EMEA General Counsel, Goldman Sachs International
John W. Banes ~ Davis Polk & Wardwell LLP
Diana Billik ~ Allen & Overy LLP
Speaker(s)
Paul Atefi ~ Director, KKR Credit, Kohlberg Kravis Roberts & Co. L.P.
Yasmine Bassili ~ Managing Director, Goldman Sachs International
Nicholas Baumgartner ~ Director and Deputy General Counsel, Equity Capital Markets, Citigroup Global Markets Limited
Mark S. Bergman ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Ewan Brown ~ Slaughter and May
Peter Castellon ~ Proskauer Rose LLP
Michael D. Coco ~ Chief, Office of International Corporate Finance, U.S. Securities and Exchange Commission
Lorenzo Corte ~ Skadden, Arps, Slate, Meagher & Flom (U.K.) LLP
Lisa D'Aguiar ~ Director & Assistant General Counsel, Bank of America Merrill Lynch International Limited
Michael N. Dakin ~ Partner, Clifford Chance LLP
Sachin Davé ~ Allen & Overy LLP
Mandy DeFilippo ~ Head of BU Risk Management, Fixed Income Division (EMEA), Morgan Stanley
Simon Dodds ~ Shearman & Sterling LLP
Charles S. Duggan ~ Davis Polk & Wardwell
Harry Edwards ~ Herbert Smith Freehills LLP
Michael J. Gallagher ~ Partner, Vice Chairman of Stakeholders & Client Service , PwC
Bradley J. Gans ~ N.A. London Branch Manager, Citibank
Andrew M. Genser ~ General Counsel, Viking Global Investors LP
Sir David Green CB QC ~ Former Director, Serious Fraud Office; Senior Consultant, Slaughter and May
William H. Hinman ~ Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Laura A. Holleman ~ Managing Director, General Counsel Investment Banking Division, Goldman Sachs International
John Horsfield-Bradbury ~ Associate, Sullivan & Cromwell LLP
Rosemary Ioannou ~ Investment Director, Vannin Capital
Sarah Linstead ~ General Counsel, London and Head of Corporate Finance, Legal, Société Générale
Joe P. Longo ~ General Counsel, UK and EMEA, Deutsche Bank AG
David M. Ludwick ~ Freshfields Bruckhaus Deringer
Erik Morris ~ Co-Head EMEA Investment Banking and Capital Markets - Legal, Credit Suisse
Jennifer Morrissey ~ Harcus Sinclair LLP
Sandra L. Moser ~ Quinn Emanuel Urquhart & Sullivan, LLP
Ravi Nayer ~ Pinsent Masons
Christos Nifadopoulos ~ Managing Director and Senior Counsel, Goldman Sachs & Co
Tim Odell ~ Director, Deputy General Counsel, Citigroup
Cecil D. Quillen III ~ Linklaters LLP
William J.F. Roll III ~ Shearman & Sterling LLP
Nicholas J. Shaw ~ Simpson Thacher & Bartlett LLP
Tony Singla ~ Brick Court Chambers
Deborah A. Smith ~ Executive Director and Senior Counsel, Goldman Sachs International
Sebastian R. Sperber ~ Cleary Gottlieb Steen & Hamilton LLP
Jamie Symington ~ Brown Rudnick LLP
Sagar S Teotia ~ Deputy Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Steve Thierbach ~ Gibson Dunn & Crutcher LLP
Mary B. Tokar ~ Member, International Accounting Standards Board
John W. White ~ Cravath, Swaine & Moore LLP
Pansy Wong ~ Managing Director, JPMorgan Chase & Co.
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute

London Seminar Location and Hotel Accommodations

Allen & Overy LLP: 1 Bishops Square, London E1 6AD, United Kingdom

Hotel Accommodations

Hyatt Andaz, 40 Liverpool Street, London EC2M 7QN.  Please call reservations at 020 7618 5010 or email reservations.londonliv@andaz.com and mention group booking code G-PLI9.  The cut off date for the preferred rate is February 20, 2019.

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Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

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