Seminar  Program

Annual Disclosure Documents 2017: Current Developments and Best Practices


Select a Location:

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty, who will focus on anticipated changes to the SEC disclosure regime in 2017, current “hot issues,” best practices, and practical pointers.

The priorities of the new administration and new chair of the SEC are expected to bring significant changes in 2017, including developments in compensation disclosure and changes to a variety of regulations affecting public reporting companies.  When coupled with potential changes affecting businesses and the economy, the 2018 annual reporting cycle should be interesting indeed.  Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory uncertainties and developments; cybersecurity; and trends in environmental, social and governance (ESG) disclosure.  Regulatory developments, key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures will be covered.   We will also address ethics and whistleblower developments, as these matters impose even further challenges on both in-house and outside counsel.

This program will be of interest to attorneys, accountants, financial and compliance officers, disclosure committee members and others responsible for preparing public company disclosures and otherwise overseeing compliance with the securities laws.

Topics Include
• Practical guidance on drafting annual disclosure and proxy documents
• SEC, FASB and PCAOB developments affecting financial disclosures
• Disclosure developments reflecting the priorities of the new SEC chair and administration
• Updates on new and current hot topics in executive compensation disclosures
• Updates on disclosure effectiveness initiatives
• Practical guidance for holding a successful annual meeting
• Tips for interfacing with shareholders
• Ethical, regulatory and litigation developments

Special Feature(s) 
• Earn one hour of Ethics credit

Credit Offered: CLE, CPE and CPD


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: 9:00 a.m. - 5:00 p.m.

9:00 Introduction
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany

9:15 Corporation Finance Developments and Priorities

    • Changes and area of staff focus
    • Update on Compliance and Disclosure Interpretations (CDIs) and other staff guidance
    • Best practices in interacting with the SEC staff
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany, Amanda Ravitz



10:15 Disclosure Practices and Challenges
    • Practical considerations when drafting an annual report’s MD&A, description of business and risk factors
    • Practices for disclosing good and bad news
    • Recent SEC developments 
    • A litigator’s view of disclosure practices
Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Abena A. Mainoo, Amanda Ravitz, Todd J. Russo, Brandon Smith


11:30 Networking Break

11:45 Emerging Disclosure Developments

    • The use of social media
    • Recent developments in non-traditional disclosures 
    • Updates on financial and audit related disclosures
Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Amanda Ravitz, Brandon Smith



12:45 Lunch

1:45 Accounting and Financial Reporting Developments and Priorities Affecting Financial Disclosures

    • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
    • Revenue recognition
    • PCAOB developments
    • Lease accounting
    • What to look for in the coming year 
    • PCAOB developments, including new audit report standard
(CPE Fields of Study: Accounting)
Amy J. Dorfmeister, David A. Kanarek, Amanda Ravitz, Todd J. Russo



2:45 Networking Break

3:00 Learnings from Enforcement and the Impact on Disclosure Practices
    • Identifying enforcement priorities and their impact on disclosure practices
    • FCPA developments 
    • Insider trading
    • Financial reporting cases
(CFE Field of Study: Fraud)
Kenneth R. Lench, Sarah Levine, Todd J. Russo


4:00 Ethics and Whistleblower Developments: Challenges to Be Aware of When Preparing and Reviewing Disclosure Documents
    • Appearing and practicing before the Commission – an update on Rule 102(e) proceedings – and what this can mean under applicable rules of professional conduct
    • Renewed focus on lawyers as gatekeepers and their related liabilities under the securities laws and an attorney’s duty not to engage in misconduct
    • Whistleblower developments under Section 21F of the Securities Exchange Act of 1934
    • SOX 307, the SEC’s up-the-ladder attorney reporting requirements and an attorney’s duty of confidentiality
    • Additional impact of these issues and challenges on lawyer’s obligations with respect to ethical behavior, competence, conflicts of interest and other professional responsibilities
Michael L. Hermsen, Kenneth R. Lench, Sarah Levine


5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 The Status of Dodd-Frank
    • Pay Ratio Disclosures
    • Disclosure requirements affecting financial institutions
    • Other compensation related requirements
Lillian Brown, Edward A. Hauder, Doreen E. Lilienfeld, Mary J. Mullany


10:00 Developments and Best Practices in Executive Compensation

    • Focus of SEC staff comments and latest staff guidance
    • Executive compensation trends
    • Trends in independent compensation committee advisers
    • Clawback policies  
Keir D. Gumbs, Edward A. Hauder, Christopher M. Hayden, Doreen E. Lilienfeld



11:15 Networking Break

11:30 Performance Based Compensation

    • Trends in performance-based compensation – what are we seeing?
    • The view from the Compensation Consultant
    • The view from proxy advisory firms
Margaret Engel, Keir D. Gumbs, Christopher M. Hayden, Doreen E. Lilienfeld, Mary J. Mullany



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
    • Overview of the 2017 shareholder proposal season; what is anticipated for 2018
    • Shareholder proposals:  tips on how to handle them;  how to be alert to changes in staff positions
    • Developments in corporate governance practices and disclosures  
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Ronald O. Mueller, Brian Sandstrom

2:45 Solicitation Issues Related to Annual Meetings
    • Getting the vote out
    • Proxy advisory firms
    • Communications with shareholders
    • Shareholder activism
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Colleen M. McIntosh, Ronald O. Mueller, Brian Sandstrom


3:45 Networking Break

4:00 Annual Reporting Practices and Shareholder Meeting
    • Preparing your 2018 proxy statement and annual report 
    • Tips for conducting your annual meeting 
    • SEC and other developments affecting annual reporting and the proxy solicitation process
Keir D. Gumbs, Scott Lesmes, Colleen M. McIntosh, Brian Sandstrom


5:00 Adjourn

Co-Chair(s)
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Michael L. Hermsen ~ Mayer Brown LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Amy J. Dorfmeister ~ Ernst & Young LLP
Margaret Engel ~ Compensations Advisory Partners LLC
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Consultant and Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
David A. Kanarek ~ American Express Company
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Sarah Levine ~ Partner, Jones Day
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A Mainoo ~ Associate, Cleary Gottlieb Steen & Hamilton LLP
Colleen M. McIntosh ~ Senior Vice President, Corporate Secretary and Assistant General Counsel - Corporate Services, CVS Caremark Corporation
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Brian Sandstrom ~ Executive Counsel, Corporate, Securities and Finance, GE
Brandon Smith ~ Executive Counsel, Corporate, Securities & Finance, General Electric
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and rate code PLII. You can also Book Online- Kimpton.

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. You can also book online.

Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or 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.


U.S. MCLE States

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

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 seminars 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 seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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

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 seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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 seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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 seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

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

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

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

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

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 seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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

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

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

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

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 seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

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

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 seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

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

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

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

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars 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 seminars 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 seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

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

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE): PLI’s live seminars 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 seminars 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 seminars may fulfill Privacy CPE credit requirements.

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

SHRM Recertification (SHRM):  PLI’s live seminars 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 seminars 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 seminars may fulfill CAMS credit requirements.

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

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

 

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty, who will focus on anticipated changes to the SEC disclosure regime in 2017, current “hot issues,” best practices, and practical pointers.

The priorities of the new administration and new chair of the SEC are expected to bring significant changes in 2017, including developments in compensation disclosure and changes to a variety of regulations affecting public reporting companies.  When coupled with potential changes affecting businesses and the economy, the 2018 annual reporting cycle should be interesting indeed.  Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory uncertainties and developments; cybersecurity; and trends in environmental, social and governance (ESG) disclosure.  Regulatory developments, key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures will be covered.   We will also address ethics and whistleblower developments, as these matters impose even further challenges on both in-house and outside counsel.

This program will be of interest to attorneys, accountants, financial and compliance officers, disclosure committee members and others responsible for preparing public company disclosures and otherwise overseeing compliance with the securities laws.

Topics Include
• Practical guidance on drafting annual disclosure and proxy documents
• SEC, FASB and PCAOB developments affecting financial disclosures
• Disclosure developments reflecting the priorities of the new SEC chair and administration
• Updates on new and current hot topics in executive compensation disclosures
• Updates on disclosure effectiveness initiatives
• Practical guidance for holding a successful annual meeting
• Tips for interfacing with shareholders
• Ethical, regulatory and litigation developments

Special Feature(s) 
• Earn one hour of Ethics credit

Credit Offered: CLE, CPE and CPD


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: 9:00 a.m. - 5:00 p.m.

9:00 Introduction
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany

9:15 Corporation Finance Developments and Priorities

    • Changes and area of staff focus
    • Update on Compliance and Disclosure Interpretations (CDIs) and other staff guidance
    • Best practices in interacting with the SEC staff
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany, Amanda Ravitz



10:15 Disclosure Practices and Challenges
    • Practical considerations when drafting an annual report’s MD&A, description of business and risk factors
    • Practices for disclosing good and bad news
    • Recent SEC developments 
    • A litigator’s view of disclosure practices
Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Abena A. Mainoo, Amanda Ravitz, Todd J. Russo, Brandon Smith


11:30 Networking Break

11:45 Emerging Disclosure Developments

    • The use of social media
    • Recent developments in non-traditional disclosures 
    • Updates on financial and audit related disclosures
Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Amanda Ravitz, Brandon Smith



12:45 Lunch

1:45 Accounting and Financial Reporting Developments and Priorities Affecting Financial Disclosures

    • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
    • Revenue recognition
    • PCAOB developments
    • Lease accounting
    • What to look for in the coming year 
    • PCAOB developments, including new audit report standard
(CPE Fields of Study: Accounting)
Amy J. Dorfmeister, David A. Kanarek, Amanda Ravitz, Todd J. Russo



2:45 Networking Break

3:00 Learnings from Enforcement and the Impact on Disclosure Practices
    • Identifying enforcement priorities and their impact on disclosure practices
    • FCPA developments 
    • Insider trading
    • Financial reporting cases
(CFE Field of Study: Fraud)
Kenneth R. Lench, Sarah Levine, Todd J. Russo


4:00 Ethics and Whistleblower Developments: Challenges to Be Aware of When Preparing and Reviewing Disclosure Documents
    • Appearing and practicing before the Commission – an update on Rule 102(e) proceedings – and what this can mean under applicable rules of professional conduct
    • Renewed focus on lawyers as gatekeepers and their related liabilities under the securities laws and an attorney’s duty not to engage in misconduct
    • Whistleblower developments under Section 21F of the Securities Exchange Act of 1934
    • SOX 307, the SEC’s up-the-ladder attorney reporting requirements and an attorney’s duty of confidentiality
    • Additional impact of these issues and challenges on lawyer’s obligations with respect to ethical behavior, competence, conflicts of interest and other professional responsibilities
Michael L. Hermsen, Kenneth R. Lench, Sarah Levine


5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 The Status of Dodd-Frank
    • Pay Ratio Disclosures
    • Disclosure requirements affecting financial institutions
    • Other compensation related requirements
Lillian Brown, Edward A. Hauder, Doreen E. Lilienfeld, Mary J. Mullany


10:00 Developments and Best Practices in Executive Compensation

    • Focus of SEC staff comments and latest staff guidance
    • Executive compensation trends
    • Trends in independent compensation committee advisers
    • Clawback policies  
Keir D. Gumbs, Edward A. Hauder, Christopher M. Hayden, Doreen E. Lilienfeld



11:15 Networking Break

11:30 Performance Based Compensation

    • Trends in performance-based compensation – what are we seeing?
    • The view from the Compensation Consultant
    • The view from proxy advisory firms
Margaret Engel, Keir D. Gumbs, Christopher M. Hayden, Doreen E. Lilienfeld, Mary J. Mullany



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
    • Overview of the 2017 shareholder proposal season; what is anticipated for 2018
    • Shareholder proposals:  tips on how to handle them;  how to be alert to changes in staff positions
    • Developments in corporate governance practices and disclosures  
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Ronald O. Mueller, Brian Sandstrom

2:45 Solicitation Issues Related to Annual Meetings
    • Getting the vote out
    • Proxy advisory firms
    • Communications with shareholders
    • Shareholder activism
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Colleen M. McIntosh, Ronald O. Mueller, Brian Sandstrom


3:45 Networking Break

4:00 Annual Reporting Practices and Shareholder Meeting
    • Preparing your 2018 proxy statement and annual report 
    • Tips for conducting your annual meeting 
    • SEC and other developments affecting annual reporting and the proxy solicitation process
Keir D. Gumbs, Scott Lesmes, Colleen M. McIntosh, Brian Sandstrom


5:00 Adjourn

Co-Chair(s)
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Michael L. Hermsen ~ Mayer Brown LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Amy J. Dorfmeister ~ Ernst & Young LLP
Margaret Engel ~ Compensations Advisory Partners LLC
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Consultant and Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
David A. Kanarek ~ American Express Company
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Sarah Levine ~ Partner, Jones Day
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A Mainoo ~ Associate, Cleary Gottlieb Steen & Hamilton LLP
Colleen M. McIntosh ~ Senior Vice President, Corporate Secretary and Assistant General Counsel - Corporate Services, CVS Caremark Corporation
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Brian Sandstrom ~ Executive Counsel, Corporate, Securities and Finance, GE
Brandon Smith ~ Executive Counsel, Corporate, Securities & Finance, General Electric
Program Attorney(s)
Dana M. Berman ~ 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.

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:  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 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:  PLI’s live webcasts qualify as “non-traditional” credit. Attorneys are limited to 8 credits of non-traditional programs per reporting period.

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

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.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as “Group-Internet-Based” (GIB) credit.

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.

 

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty, who will focus on anticipated changes to the SEC disclosure regime in 2017, current “hot issues,” best practices, and practical pointers.

The priorities of the new administration and new chair of the SEC are expected to bring significant changes in 2017, including developments in compensation disclosure and changes to a variety of regulations affecting public reporting companies.  When coupled with potential changes affecting businesses and the economy, the 2018 annual reporting cycle should be interesting indeed.  Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory uncertainties and developments; cybersecurity; and trends in environmental, social and governance (ESG) disclosure.  Regulatory developments, key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures will be covered.   We will also address ethics and whistleblower developments, as these matters impose even further challenges on both in-house and outside counsel.

This program will be of interest to attorneys, accountants, financial and compliance officers, disclosure committee members and others responsible for preparing public company disclosures and otherwise overseeing compliance with the securities laws.

Topics Include
• Practical guidance on drafting annual disclosure and proxy documents
• SEC, FASB and PCAOB developments affecting financial disclosures
• Disclosure developments reflecting the priorities of the new SEC chair and administration
• Updates on new and current hot topics in executive compensation disclosures
• Updates on disclosure effectiveness initiatives
• Practical guidance for holding a successful annual meeting
• Tips for interfacing with shareholders
• Ethical, regulatory and litigation developments

Special Feature(s) 
• Earn one hour of Ethics credit

Credit Offered: CLE, CPE and CPD


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: 9:00 a.m. - 5:00 p.m.

9:00 Introduction
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany

9:15 Corporation Finance Developments and Priorities

    • Changes and area of staff focus
    • Update on Compliance and Disclosure Interpretations (CDIs) and other staff guidance
    • Best practices in interacting with the SEC staff
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany, Amanda Ravitz



10:15 Disclosure Practices and Challenges
    • Practical considerations when drafting an annual report’s MD&A, description of business and risk factors
    • Practices for disclosing good and bad news
    • Recent SEC developments 
    • A litigator’s view of disclosure practices
Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Abena A. Mainoo, Amanda Ravitz, Todd J. Russo, Brandon Smith


11:30 Networking Break

11:45 Emerging Disclosure Developments

    • The use of social media
    • Recent developments in non-traditional disclosures 
    • Updates on financial and audit related disclosures
Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Amanda Ravitz, Brandon Smith



12:45 Lunch

1:45 Accounting and Financial Reporting Developments and Priorities Affecting Financial Disclosures

    • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
    • Revenue recognition
    • PCAOB developments
    • Lease accounting
    • What to look for in the coming year 
    • PCAOB developments, including new audit report standard
(CPE Fields of Study: Accounting)
Amy J. Dorfmeister, David A. Kanarek, Amanda Ravitz, Todd J. Russo



2:45 Networking Break

3:00 Learnings from Enforcement and the Impact on Disclosure Practices
    • Identifying enforcement priorities and their impact on disclosure practices
    • FCPA developments 
    • Insider trading
    • Financial reporting cases
(CFE Field of Study: Fraud)
Kenneth R. Lench, Sarah Levine, Todd J. Russo


4:00 Ethics and Whistleblower Developments: Challenges to Be Aware of When Preparing and Reviewing Disclosure Documents
    • Appearing and practicing before the Commission – an update on Rule 102(e) proceedings – and what this can mean under applicable rules of professional conduct
    • Renewed focus on lawyers as gatekeepers and their related liabilities under the securities laws and an attorney’s duty not to engage in misconduct
    • Whistleblower developments under Section 21F of the Securities Exchange Act of 1934
    • SOX 307, the SEC’s up-the-ladder attorney reporting requirements and an attorney’s duty of confidentiality
    • Additional impact of these issues and challenges on lawyer’s obligations with respect to ethical behavior, competence, conflicts of interest and other professional responsibilities
Michael L. Hermsen, Kenneth R. Lench, Sarah Levine


5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 The Status of Dodd-Frank
    • Pay Ratio Disclosures
    • Disclosure requirements affecting financial institutions
    • Other compensation related requirements
Lillian Brown, Edward A. Hauder, Doreen E. Lilienfeld, Mary J. Mullany


10:00 Developments and Best Practices in Executive Compensation

    • Focus of SEC staff comments and latest staff guidance
    • Executive compensation trends
    • Trends in independent compensation committee advisers
    • Clawback policies  
Keir D. Gumbs, Edward A. Hauder, Christopher M. Hayden, Doreen E. Lilienfeld



11:15 Networking Break

11:30 Performance Based Compensation

    • Trends in performance-based compensation – what are we seeing?
    • The view from the Compensation Consultant
    • The view from proxy advisory firms
Margaret Engel, Keir D. Gumbs, Christopher M. Hayden, Doreen E. Lilienfeld, Mary J. Mullany



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
    • Overview of the 2017 shareholder proposal season; what is anticipated for 2018
    • Shareholder proposals:  tips on how to handle them;  how to be alert to changes in staff positions
    • Developments in corporate governance practices and disclosures  
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Ronald O. Mueller, Brian Sandstrom

2:45 Solicitation Issues Related to Annual Meetings
    • Getting the vote out
    • Proxy advisory firms
    • Communications with shareholders
    • Shareholder activism
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Colleen M. McIntosh, Ronald O. Mueller, Brian Sandstrom


3:45 Networking Break

4:00 Annual Reporting Practices and Shareholder Meeting
    • Preparing your 2018 proxy statement and annual report 
    • Tips for conducting your annual meeting 
    • SEC and other developments affecting annual reporting and the proxy solicitation process
Keir D. Gumbs, Scott Lesmes, Colleen M. McIntosh, Brian Sandstrom


5:00 Adjourn

Co-Chair(s)
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Michael L. Hermsen ~ Mayer Brown LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Amy J. Dorfmeister ~ Ernst & Young LLP
Margaret Engel ~ Compensations Advisory Partners LLC
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Consultant and Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
David A. Kanarek ~ American Express Company
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Sarah Levine ~ Partner, Jones Day
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A Mainoo ~ Associate, Cleary Gottlieb Steen & Hamilton LLP
Colleen M. McIntosh ~ Senior Vice President, Corporate Secretary and Assistant General Counsel - Corporate Services, CVS Caremark Corporation
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Brian Sandstrom ~ Executive Counsel, Corporate, Securities and Finance, GE
Brandon Smith ~ Executive Counsel, Corporate, Securities & Finance, General Electric
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute
Cleveland Groupcast Location

The Cleveland Metropolitan Bar Association, 1375 E. 9th Street – Floor 2, Cleveland, Ohio 44114. 216-696-2404.

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.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty, who will focus on anticipated changes to the SEC disclosure regime in 2017, current “hot issues,” best practices, and practical pointers.

The priorities of the new administration and new chair of the SEC are expected to bring significant changes in 2017, including developments in compensation disclosure and changes to a variety of regulations affecting public reporting companies.  When coupled with potential changes affecting businesses and the economy, the 2018 annual reporting cycle should be interesting indeed.  Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory uncertainties and developments; cybersecurity; and trends in environmental, social and governance (ESG) disclosure.  Regulatory developments, key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures will be covered.   We will also address ethics and whistleblower developments, as these matters impose even further challenges on both in-house and outside counsel.

This program will be of interest to attorneys, accountants, financial and compliance officers, disclosure committee members and others responsible for preparing public company disclosures and otherwise overseeing compliance with the securities laws.

Topics Include
• Practical guidance on drafting annual disclosure and proxy documents
• SEC, FASB and PCAOB developments affecting financial disclosures
• Disclosure developments reflecting the priorities of the new SEC chair and administration
• Updates on new and current hot topics in executive compensation disclosures
• Updates on disclosure effectiveness initiatives
• Practical guidance for holding a successful annual meeting
• Tips for interfacing with shareholders
• Ethical, regulatory and litigation developments

Special Feature(s) 
• Earn one hour of Ethics credit

Credit Offered: CLE, CPE and CPD


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: 9:00 a.m. - 5:00 p.m.

9:00 Introduction
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany

9:15 Corporation Finance Developments and Priorities

    • Changes and area of staff focus
    • Update on Compliance and Disclosure Interpretations (CDIs) and other staff guidance
    • Best practices in interacting with the SEC staff
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany, Amanda Ravitz



10:15 Disclosure Practices and Challenges
    • Practical considerations when drafting an annual report’s MD&A, description of business and risk factors
    • Practices for disclosing good and bad news
    • Recent SEC developments 
    • A litigator’s view of disclosure practices
Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Abena A. Mainoo, Amanda Ravitz, Todd J. Russo, Brandon Smith


11:30 Networking Break

11:45 Emerging Disclosure Developments

    • The use of social media
    • Recent developments in non-traditional disclosures 
    • Updates on financial and audit related disclosures
Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Amanda Ravitz, Brandon Smith



12:45 Lunch

1:45 Accounting and Financial Reporting Developments and Priorities Affecting Financial Disclosures

    • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
    • Revenue recognition
    • PCAOB developments
    • Lease accounting
    • What to look for in the coming year 
    • PCAOB developments, including new audit report standard
(CPE Fields of Study: Accounting)
Amy J. Dorfmeister, David A. Kanarek, Amanda Ravitz, Todd J. Russo



2:45 Networking Break

3:00 Learnings from Enforcement and the Impact on Disclosure Practices
    • Identifying enforcement priorities and their impact on disclosure practices
    • FCPA developments 
    • Insider trading
    • Financial reporting cases
(CFE Field of Study: Fraud)
Kenneth R. Lench, Sarah Levine, Todd J. Russo


4:00 Ethics and Whistleblower Developments: Challenges to Be Aware of When Preparing and Reviewing Disclosure Documents
    • Appearing and practicing before the Commission – an update on Rule 102(e) proceedings – and what this can mean under applicable rules of professional conduct
    • Renewed focus on lawyers as gatekeepers and their related liabilities under the securities laws and an attorney’s duty not to engage in misconduct
    • Whistleblower developments under Section 21F of the Securities Exchange Act of 1934
    • SOX 307, the SEC’s up-the-ladder attorney reporting requirements and an attorney’s duty of confidentiality
    • Additional impact of these issues and challenges on lawyer’s obligations with respect to ethical behavior, competence, conflicts of interest and other professional responsibilities
Michael L. Hermsen, Kenneth R. Lench, Sarah Levine


5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 The Status of Dodd-Frank
    • Pay Ratio Disclosures
    • Disclosure requirements affecting financial institutions
    • Other compensation related requirements
Lillian Brown, Edward A. Hauder, Doreen E. Lilienfeld, Mary J. Mullany


10:00 Developments and Best Practices in Executive Compensation

    • Focus of SEC staff comments and latest staff guidance
    • Executive compensation trends
    • Trends in independent compensation committee advisers
    • Clawback policies  
Keir D. Gumbs, Edward A. Hauder, Christopher M. Hayden, Doreen E. Lilienfeld



11:15 Networking Break

11:30 Performance Based Compensation

    • Trends in performance-based compensation – what are we seeing?
    • The view from the Compensation Consultant
    • The view from proxy advisory firms
Margaret Engel, Keir D. Gumbs, Christopher M. Hayden, Doreen E. Lilienfeld, Mary J. Mullany



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
    • Overview of the 2017 shareholder proposal season; what is anticipated for 2018
    • Shareholder proposals:  tips on how to handle them;  how to be alert to changes in staff positions
    • Developments in corporate governance practices and disclosures  
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Ronald O. Mueller, Brian Sandstrom

2:45 Solicitation Issues Related to Annual Meetings
    • Getting the vote out
    • Proxy advisory firms
    • Communications with shareholders
    • Shareholder activism
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Colleen M. McIntosh, Ronald O. Mueller, Brian Sandstrom


3:45 Networking Break

4:00 Annual Reporting Practices and Shareholder Meeting
    • Preparing your 2018 proxy statement and annual report 
    • Tips for conducting your annual meeting 
    • SEC and other developments affecting annual reporting and the proxy solicitation process
Keir D. Gumbs, Scott Lesmes, Colleen M. McIntosh, Brian Sandstrom


5:00 Adjourn

Co-Chair(s)
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Michael L. Hermsen ~ Mayer Brown LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Amy J. Dorfmeister ~ Ernst & Young LLP
Margaret Engel ~ Compensations Advisory Partners LLC
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Consultant and Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
David A. Kanarek ~ American Express Company
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Sarah Levine ~ Partner, Jones Day
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A Mainoo ~ Associate, Cleary Gottlieb Steen & Hamilton LLP
Colleen M. McIntosh ~ Senior Vice President, Corporate Secretary and Assistant General Counsel - Corporate Services, CVS Caremark Corporation
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Brian Sandstrom ~ Executive Counsel, Corporate, Securities and Finance, GE
Brandon Smith ~ Executive Counsel, Corporate, Securities & Finance, General Electric
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute
Atlanta Groupcast Location

Atlanta Bar Association, 400 International Tower, 229 Peachtree Street, NE, Atlanta, GA 30303-1601. (404) 521-0781.

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.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty, who will focus on anticipated changes to the SEC disclosure regime in 2017, current “hot issues,” best practices, and practical pointers.

The priorities of the new administration and new chair of the SEC are expected to bring significant changes in 2017, including developments in compensation disclosure and changes to a variety of regulations affecting public reporting companies.  When coupled with potential changes affecting businesses and the economy, the 2018 annual reporting cycle should be interesting indeed.  Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory uncertainties and developments; cybersecurity; and trends in environmental, social and governance (ESG) disclosure.  Regulatory developments, key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures will be covered.   We will also address ethics and whistleblower developments, as these matters impose even further challenges on both in-house and outside counsel.

This program will be of interest to attorneys, accountants, financial and compliance officers, disclosure committee members and others responsible for preparing public company disclosures and otherwise overseeing compliance with the securities laws.

Topics Include
• Practical guidance on drafting annual disclosure and proxy documents
• SEC, FASB and PCAOB developments affecting financial disclosures
• Disclosure developments reflecting the priorities of the new SEC chair and administration
• Updates on new and current hot topics in executive compensation disclosures
• Updates on disclosure effectiveness initiatives
• Practical guidance for holding a successful annual meeting
• Tips for interfacing with shareholders
• Ethical, regulatory and litigation developments

Special Feature(s) 
• Earn one hour of Ethics credit

Credit Offered: CLE, CPE and CPD


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: 9:00 a.m. - 5:00 p.m.

9:00 Introduction
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany

9:15 Corporation Finance Developments and Priorities

    • Changes and area of staff focus
    • Update on Compliance and Disclosure Interpretations (CDIs) and other staff guidance
    • Best practices in interacting with the SEC staff
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany, Amanda Ravitz



10:15 Disclosure Practices and Challenges
    • Practical considerations when drafting an annual report’s MD&A, description of business and risk factors
    • Practices for disclosing good and bad news
    • Recent SEC developments 
    • A litigator’s view of disclosure practices
Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Abena A. Mainoo, Amanda Ravitz, Todd J. Russo, Brandon Smith


11:30 Networking Break

11:45 Emerging Disclosure Developments

    • The use of social media
    • Recent developments in non-traditional disclosures 
    • Updates on financial and audit related disclosures
Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Amanda Ravitz, Brandon Smith



12:45 Lunch

1:45 Accounting and Financial Reporting Developments and Priorities Affecting Financial Disclosures

    • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
    • Revenue recognition
    • PCAOB developments
    • Lease accounting
    • What to look for in the coming year 
    • PCAOB developments, including new audit report standard
(CPE Fields of Study: Accounting)
Amy J. Dorfmeister, David A. Kanarek, Amanda Ravitz, Todd J. Russo



2:45 Networking Break

3:00 Learnings from Enforcement and the Impact on Disclosure Practices
    • Identifying enforcement priorities and their impact on disclosure practices
    • FCPA developments 
    • Insider trading
    • Financial reporting cases
(CFE Field of Study: Fraud)
Kenneth R. Lench, Sarah Levine, Todd J. Russo


4:00 Ethics and Whistleblower Developments: Challenges to Be Aware of When Preparing and Reviewing Disclosure Documents
    • Appearing and practicing before the Commission – an update on Rule 102(e) proceedings – and what this can mean under applicable rules of professional conduct
    • Renewed focus on lawyers as gatekeepers and their related liabilities under the securities laws and an attorney’s duty not to engage in misconduct
    • Whistleblower developments under Section 21F of the Securities Exchange Act of 1934
    • SOX 307, the SEC’s up-the-ladder attorney reporting requirements and an attorney’s duty of confidentiality
    • Additional impact of these issues and challenges on lawyer’s obligations with respect to ethical behavior, competence, conflicts of interest and other professional responsibilities
Michael L. Hermsen, Kenneth R. Lench, Sarah Levine


5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 The Status of Dodd-Frank
    • Pay Ratio Disclosures
    • Disclosure requirements affecting financial institutions
    • Other compensation related requirements
Lillian Brown, Edward A. Hauder, Doreen E. Lilienfeld, Mary J. Mullany


10:00 Developments and Best Practices in Executive Compensation

    • Focus of SEC staff comments and latest staff guidance
    • Executive compensation trends
    • Trends in independent compensation committee advisers
    • Clawback policies  
Keir D. Gumbs, Edward A. Hauder, Christopher M. Hayden, Doreen E. Lilienfeld



11:15 Networking Break

11:30 Performance Based Compensation

    • Trends in performance-based compensation – what are we seeing?
    • The view from the Compensation Consultant
    • The view from proxy advisory firms
Margaret Engel, Keir D. Gumbs, Christopher M. Hayden, Doreen E. Lilienfeld, Mary J. Mullany



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
    • Overview of the 2017 shareholder proposal season; what is anticipated for 2018
    • Shareholder proposals:  tips on how to handle them;  how to be alert to changes in staff positions
    • Developments in corporate governance practices and disclosures  
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Ronald O. Mueller, Brian Sandstrom

2:45 Solicitation Issues Related to Annual Meetings
    • Getting the vote out
    • Proxy advisory firms
    • Communications with shareholders
    • Shareholder activism
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Colleen M. McIntosh, Ronald O. Mueller, Brian Sandstrom


3:45 Networking Break

4:00 Annual Reporting Practices and Shareholder Meeting
    • Preparing your 2018 proxy statement and annual report 
    • Tips for conducting your annual meeting 
    • SEC and other developments affecting annual reporting and the proxy solicitation process
Keir D. Gumbs, Scott Lesmes, Colleen M. McIntosh, Brian Sandstrom


5:00 Adjourn

Co-Chair(s)
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Michael L. Hermsen ~ Mayer Brown LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Amy J. Dorfmeister ~ Ernst & Young LLP
Margaret Engel ~ Compensations Advisory Partners LLC
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Consultant and Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
David A. Kanarek ~ American Express Company
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Sarah Levine ~ Partner, Jones Day
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A Mainoo ~ Associate, Cleary Gottlieb Steen & Hamilton LLP
Colleen M. McIntosh ~ Senior Vice President, Corporate Secretary and Assistant General Counsel - Corporate Services, CVS Caremark Corporation
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Brian Sandstrom ~ Executive Counsel, Corporate, Securities and Finance, GE
Brandon Smith ~ Executive Counsel, Corporate, Securities & Finance, General Electric
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute
Ice Miller LLP, One American Square, Suite 2900, Indianapolis, IN 46282

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.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty, who will focus on anticipated changes to the SEC disclosure regime in 2017, current “hot issues,” best practices, and practical pointers.

The priorities of the new administration and new chair of the SEC are expected to bring significant changes in 2017, including developments in compensation disclosure and changes to a variety of regulations affecting public reporting companies.  When coupled with potential changes affecting businesses and the economy, the 2018 annual reporting cycle should be interesting indeed.  Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory uncertainties and developments; cybersecurity; and trends in environmental, social and governance (ESG) disclosure.  Regulatory developments, key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures will be covered.   We will also address ethics and whistleblower developments, as these matters impose even further challenges on both in-house and outside counsel.

This program will be of interest to attorneys, accountants, financial and compliance officers, disclosure committee members and others responsible for preparing public company disclosures and otherwise overseeing compliance with the securities laws.

Topics Include
• Practical guidance on drafting annual disclosure and proxy documents
• SEC, FASB and PCAOB developments affecting financial disclosures
• Disclosure developments reflecting the priorities of the new SEC chair and administration
• Updates on new and current hot topics in executive compensation disclosures
• Updates on disclosure effectiveness initiatives
• Practical guidance for holding a successful annual meeting
• Tips for interfacing with shareholders
• Ethical, regulatory and litigation developments

Special Feature(s) 
• Earn one hour of Ethics credit

Credit Offered: CLE, CPE and CPD


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: 9:00 a.m. - 5:00 p.m.

9:00 Introduction
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany

9:15 Corporation Finance Developments and Priorities

    • Changes and area of staff focus
    • Update on Compliance and Disclosure Interpretations (CDIs) and other staff guidance
    • Best practices in interacting with the SEC staff
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany, Amanda Ravitz



10:15 Disclosure Practices and Challenges
    • Practical considerations when drafting an annual report’s MD&A, description of business and risk factors
    • Practices for disclosing good and bad news
    • Recent SEC developments 
    • A litigator’s view of disclosure practices
Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Abena A. Mainoo, Amanda Ravitz, Todd J. Russo, Brandon Smith


11:30 Networking Break

11:45 Emerging Disclosure Developments

    • The use of social media
    • Recent developments in non-traditional disclosures 
    • Updates on financial and audit related disclosures
Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Amanda Ravitz, Brandon Smith



12:45 Lunch

1:45 Accounting and Financial Reporting Developments and Priorities Affecting Financial Disclosures

    • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
    • Revenue recognition
    • PCAOB developments
    • Lease accounting
    • What to look for in the coming year 
    • PCAOB developments, including new audit report standard
(CPE Fields of Study: Accounting)
Amy J. Dorfmeister, David A. Kanarek, Amanda Ravitz, Todd J. Russo



2:45 Networking Break

3:00 Learnings from Enforcement and the Impact on Disclosure Practices
    • Identifying enforcement priorities and their impact on disclosure practices
    • FCPA developments 
    • Insider trading
    • Financial reporting cases
(CFE Field of Study: Fraud)
Kenneth R. Lench, Sarah Levine, Todd J. Russo


4:00 Ethics and Whistleblower Developments: Challenges to Be Aware of When Preparing and Reviewing Disclosure Documents
    • Appearing and practicing before the Commission – an update on Rule 102(e) proceedings – and what this can mean under applicable rules of professional conduct
    • Renewed focus on lawyers as gatekeepers and their related liabilities under the securities laws and an attorney’s duty not to engage in misconduct
    • Whistleblower developments under Section 21F of the Securities Exchange Act of 1934
    • SOX 307, the SEC’s up-the-ladder attorney reporting requirements and an attorney’s duty of confidentiality
    • Additional impact of these issues and challenges on lawyer’s obligations with respect to ethical behavior, competence, conflicts of interest and other professional responsibilities
Michael L. Hermsen, Kenneth R. Lench, Sarah Levine


5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 The Status of Dodd-Frank
    • Pay Ratio Disclosures
    • Disclosure requirements affecting financial institutions
    • Other compensation related requirements
Lillian Brown, Edward A. Hauder, Doreen E. Lilienfeld, Mary J. Mullany


10:00 Developments and Best Practices in Executive Compensation

    • Focus of SEC staff comments and latest staff guidance
    • Executive compensation trends
    • Trends in independent compensation committee advisers
    • Clawback policies  
Keir D. Gumbs, Edward A. Hauder, Christopher M. Hayden, Doreen E. Lilienfeld



11:15 Networking Break

11:30 Performance Based Compensation

    • Trends in performance-based compensation – what are we seeing?
    • The view from the Compensation Consultant
    • The view from proxy advisory firms
Margaret Engel, Keir D. Gumbs, Christopher M. Hayden, Doreen E. Lilienfeld, Mary J. Mullany



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
    • Overview of the 2017 shareholder proposal season; what is anticipated for 2018
    • Shareholder proposals:  tips on how to handle them;  how to be alert to changes in staff positions
    • Developments in corporate governance practices and disclosures  
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Ronald O. Mueller, Brian Sandstrom

2:45 Solicitation Issues Related to Annual Meetings
    • Getting the vote out
    • Proxy advisory firms
    • Communications with shareholders
    • Shareholder activism
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Colleen M. McIntosh, Ronald O. Mueller, Brian Sandstrom


3:45 Networking Break

4:00 Annual Reporting Practices and Shareholder Meeting
    • Preparing your 2018 proxy statement and annual report 
    • Tips for conducting your annual meeting 
    • SEC and other developments affecting annual reporting and the proxy solicitation process
Keir D. Gumbs, Scott Lesmes, Colleen M. McIntosh, Brian Sandstrom


5:00 Adjourn

Co-Chair(s)
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Michael L. Hermsen ~ Mayer Brown LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Amy J. Dorfmeister ~ Ernst & Young LLP
Margaret Engel ~ Compensations Advisory Partners LLC
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Consultant and Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
David A. Kanarek ~ American Express Company
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Sarah Levine ~ Partner, Jones Day
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A Mainoo ~ Associate, Cleary Gottlieb Steen & Hamilton LLP
Colleen M. McIntosh ~ Senior Vice President, Corporate Secretary and Assistant General Counsel - Corporate Services, CVS Caremark Corporation
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Brian Sandstrom ~ Executive Counsel, Corporate, Securities and Finance, GE
Brandon Smith ~ Executive Counsel, Corporate, Securities & Finance, General Electric
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute

Mechanicsburg Groupcast Location

Pennsylvania Bar Institute, 5080 Ritter Rd., Mechanicsburg PA 17055, (800) 932-4637. Click here for directions.

Mechanicsburg Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Hampton Inn Harrisburg-West, 4950 Ritter Road, Mechanicsburg, Pennsylvania, USA 17055. Tel: 717-691-1300. Fax: 717-691-9692.

Homewood Suites by Hilton® Harrisburg-West Hershey Area, 5001 Ritter Road, Mechanicsburg, Pennsylvania, United States 17055. Tel: 1-717-697-4900. Fax: 1-717-697-9101.

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.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty, who will focus on anticipated changes to the SEC disclosure regime in 2017, current “hot issues,” best practices, and practical pointers.

The priorities of the new administration and new chair of the SEC are expected to bring significant changes in 2017, including developments in compensation disclosure and changes to a variety of regulations affecting public reporting companies.  When coupled with potential changes affecting businesses and the economy, the 2018 annual reporting cycle should be interesting indeed.  Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory uncertainties and developments; cybersecurity; and trends in environmental, social and governance (ESG) disclosure.  Regulatory developments, key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures will be covered.   We will also address ethics and whistleblower developments, as these matters impose even further challenges on both in-house and outside counsel.

This program will be of interest to attorneys, accountants, financial and compliance officers, disclosure committee members and others responsible for preparing public company disclosures and otherwise overseeing compliance with the securities laws.

Topics Include
• Practical guidance on drafting annual disclosure and proxy documents
• SEC, FASB and PCAOB developments affecting financial disclosures
• Disclosure developments reflecting the priorities of the new SEC chair and administration
• Updates on new and current hot topics in executive compensation disclosures
• Updates on disclosure effectiveness initiatives
• Practical guidance for holding a successful annual meeting
• Tips for interfacing with shareholders
• Ethical, regulatory and litigation developments

Special Feature(s) 
• Earn one hour of Ethics credit

Credit Offered: CLE, CPE and CPD


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: 9:00 a.m. - 5:00 p.m.

9:00 Introduction
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany

9:15 Corporation Finance Developments and Priorities

    • Changes and area of staff focus
    • Update on Compliance and Disclosure Interpretations (CDIs) and other staff guidance
    • Best practices in interacting with the SEC staff
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany, Amanda Ravitz



10:15 Disclosure Practices and Challenges
    • Practical considerations when drafting an annual report’s MD&A, description of business and risk factors
    • Practices for disclosing good and bad news
    • Recent SEC developments 
    • A litigator’s view of disclosure practices
Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Abena A. Mainoo, Amanda Ravitz, Todd J. Russo, Brandon Smith


11:30 Networking Break

11:45 Emerging Disclosure Developments

    • The use of social media
    • Recent developments in non-traditional disclosures 
    • Updates on financial and audit related disclosures
Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Amanda Ravitz, Brandon Smith



12:45 Lunch

1:45 Accounting and Financial Reporting Developments and Priorities Affecting Financial Disclosures

    • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
    • Revenue recognition
    • PCAOB developments
    • Lease accounting
    • What to look for in the coming year 
    • PCAOB developments, including new audit report standard
(CPE Fields of Study: Accounting)
Amy J. Dorfmeister, David A. Kanarek, Amanda Ravitz, Todd J. Russo



2:45 Networking Break

3:00 Learnings from Enforcement and the Impact on Disclosure Practices
    • Identifying enforcement priorities and their impact on disclosure practices
    • FCPA developments 
    • Insider trading
    • Financial reporting cases
(CFE Field of Study: Fraud)
Kenneth R. Lench, Sarah Levine, Todd J. Russo


4:00 Ethics and Whistleblower Developments: Challenges to Be Aware of When Preparing and Reviewing Disclosure Documents
    • Appearing and practicing before the Commission – an update on Rule 102(e) proceedings – and what this can mean under applicable rules of professional conduct
    • Renewed focus on lawyers as gatekeepers and their related liabilities under the securities laws and an attorney’s duty not to engage in misconduct
    • Whistleblower developments under Section 21F of the Securities Exchange Act of 1934
    • SOX 307, the SEC’s up-the-ladder attorney reporting requirements and an attorney’s duty of confidentiality
    • Additional impact of these issues and challenges on lawyer’s obligations with respect to ethical behavior, competence, conflicts of interest and other professional responsibilities
Michael L. Hermsen, Kenneth R. Lench, Sarah Levine


5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 The Status of Dodd-Frank
    • Pay Ratio Disclosures
    • Disclosure requirements affecting financial institutions
    • Other compensation related requirements
Lillian Brown, Edward A. Hauder, Doreen E. Lilienfeld, Mary J. Mullany


10:00 Developments and Best Practices in Executive Compensation

    • Focus of SEC staff comments and latest staff guidance
    • Executive compensation trends
    • Trends in independent compensation committee advisers
    • Clawback policies  
Keir D. Gumbs, Edward A. Hauder, Christopher M. Hayden, Doreen E. Lilienfeld



11:15 Networking Break

11:30 Performance Based Compensation

    • Trends in performance-based compensation – what are we seeing?
    • The view from the Compensation Consultant
    • The view from proxy advisory firms
Margaret Engel, Keir D. Gumbs, Christopher M. Hayden, Doreen E. Lilienfeld, Mary J. Mullany



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
    • Overview of the 2017 shareholder proposal season; what is anticipated for 2018
    • Shareholder proposals:  tips on how to handle them;  how to be alert to changes in staff positions
    • Developments in corporate governance practices and disclosures  
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Ronald O. Mueller, Brian Sandstrom

2:45 Solicitation Issues Related to Annual Meetings
    • Getting the vote out
    • Proxy advisory firms
    • Communications with shareholders
    • Shareholder activism
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Colleen M. McIntosh, Ronald O. Mueller, Brian Sandstrom


3:45 Networking Break

4:00 Annual Reporting Practices and Shareholder Meeting
    • Preparing your 2018 proxy statement and annual report 
    • Tips for conducting your annual meeting 
    • SEC and other developments affecting annual reporting and the proxy solicitation process
Keir D. Gumbs, Scott Lesmes, Colleen M. McIntosh, Brian Sandstrom


5:00 Adjourn

Co-Chair(s)
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Michael L. Hermsen ~ Mayer Brown LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Amy J. Dorfmeister ~ Ernst & Young LLP
Margaret Engel ~ Compensations Advisory Partners LLC
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Consultant and Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
David A. Kanarek ~ American Express Company
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Sarah Levine ~ Partner, Jones Day
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A Mainoo ~ Associate, Cleary Gottlieb Steen & Hamilton LLP
Colleen M. McIntosh ~ Senior Vice President, Corporate Secretary and Assistant General Counsel - Corporate Services, CVS Caremark Corporation
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Brian Sandstrom ~ Executive Counsel, Corporate, Securities and Finance, GE
Brandon Smith ~ Executive Counsel, Corporate, Securities & Finance, General Electric
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute

Pittsburgh Groupcast Location

Pennsylvania Bar Institute, Professional Development Conference Center, 339 Sixth Avenue, Suite 760, Pittsburgh, Pennsylvania 15222-2517. (412) 802-2300. Click Here for Directions

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.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty, who will focus on anticipated changes to the SEC disclosure regime in 2017, current “hot issues,” best practices, and practical pointers.

The priorities of the new administration and new chair of the SEC are expected to bring significant changes in 2017, including developments in compensation disclosure and changes to a variety of regulations affecting public reporting companies.  When coupled with potential changes affecting businesses and the economy, the 2018 annual reporting cycle should be interesting indeed.  Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory uncertainties and developments; cybersecurity; and trends in environmental, social and governance (ESG) disclosure.  Regulatory developments, key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures will be covered.   We will also address ethics and whistleblower developments, as these matters impose even further challenges on both in-house and outside counsel.

This program will be of interest to attorneys, accountants, financial and compliance officers, disclosure committee members and others responsible for preparing public company disclosures and otherwise overseeing compliance with the securities laws.

Topics Include
• Practical guidance on drafting annual disclosure and proxy documents
• SEC, FASB and PCAOB developments affecting financial disclosures
• Disclosure developments reflecting the priorities of the new SEC chair and administration
• Updates on new and current hot topics in executive compensation disclosures
• Updates on disclosure effectiveness initiatives
• Practical guidance for holding a successful annual meeting
• Tips for interfacing with shareholders
• Ethical, regulatory and litigation developments

Special Feature(s) 
• Earn one hour of Ethics credit

Credit Offered: CLE, CPE and CPD


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: 9:00 a.m. - 5:00 p.m.

9:00 Introduction
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany

9:15 Corporation Finance Developments and Priorities

    • Changes and area of staff focus
    • Update on Compliance and Disclosure Interpretations (CDIs) and other staff guidance
    • Best practices in interacting with the SEC staff
Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany, Amanda Ravitz



10:15 Disclosure Practices and Challenges
    • Practical considerations when drafting an annual report’s MD&A, description of business and risk factors
    • Practices for disclosing good and bad news
    • Recent SEC developments 
    • A litigator’s view of disclosure practices
Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Abena A. Mainoo, Amanda Ravitz, Todd J. Russo, Brandon Smith


11:30 Networking Break

11:45 Emerging Disclosure Developments

    • The use of social media
    • Recent developments in non-traditional disclosures 
    • Updates on financial and audit related disclosures
Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Amanda Ravitz, Brandon Smith



12:45 Lunch

1:45 Accounting and Financial Reporting Developments and Priorities Affecting Financial Disclosures

    • Key accounting pronouncements and initiatives affecting/driving disclosures outside of the financial statements
    • Revenue recognition
    • PCAOB developments
    • Lease accounting
    • What to look for in the coming year 
    • PCAOB developments, including new audit report standard
(CPE Fields of Study: Accounting)
Amy J. Dorfmeister, David A. Kanarek, Amanda Ravitz, Todd J. Russo



2:45 Networking Break

3:00 Learnings from Enforcement and the Impact on Disclosure Practices
    • Identifying enforcement priorities and their impact on disclosure practices
    • FCPA developments 
    • Insider trading
    • Financial reporting cases
(CFE Field of Study: Fraud)
Kenneth R. Lench, Sarah Levine, Todd J. Russo


4:00 Ethics and Whistleblower Developments: Challenges to Be Aware of When Preparing and Reviewing Disclosure Documents
    • Appearing and practicing before the Commission – an update on Rule 102(e) proceedings – and what this can mean under applicable rules of professional conduct
    • Renewed focus on lawyers as gatekeepers and their related liabilities under the securities laws and an attorney’s duty not to engage in misconduct
    • Whistleblower developments under Section 21F of the Securities Exchange Act of 1934
    • SOX 307, the SEC’s up-the-ladder attorney reporting requirements and an attorney’s duty of confidentiality
    • Additional impact of these issues and challenges on lawyer’s obligations with respect to ethical behavior, competence, conflicts of interest and other professional responsibilities
Michael L. Hermsen, Kenneth R. Lench, Sarah Levine


5:00 Adjourn

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 The Status of Dodd-Frank
    • Pay Ratio Disclosures
    • Disclosure requirements affecting financial institutions
    • Other compensation related requirements
Lillian Brown, Edward A. Hauder, Doreen E. Lilienfeld, Mary J. Mullany


10:00 Developments and Best Practices in Executive Compensation

    • Focus of SEC staff comments and latest staff guidance
    • Executive compensation trends
    • Trends in independent compensation committee advisers
    • Clawback policies  
Keir D. Gumbs, Edward A. Hauder, Christopher M. Hayden, Doreen E. Lilienfeld



11:15 Networking Break

11:30 Performance Based Compensation

    • Trends in performance-based compensation – what are we seeing?
    • The view from the Compensation Consultant
    • The view from proxy advisory firms
Margaret Engel, Keir D. Gumbs, Christopher M. Hayden, Doreen E. Lilienfeld, Mary J. Mullany



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
    • Overview of the 2017 shareholder proposal season; what is anticipated for 2018
    • Shareholder proposals:  tips on how to handle them;  how to be alert to changes in staff positions
    • Developments in corporate governance practices and disclosures  
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Ronald O. Mueller, Brian Sandstrom

2:45 Solicitation Issues Related to Annual Meetings
    • Getting the vote out
    • Proxy advisory firms
    • Communications with shareholders
    • Shareholder activism
Lillian Brown, Richard H. Grubaugh, Scott Lesmes, Colleen M. McIntosh, Ronald O. Mueller, Brian Sandstrom


3:45 Networking Break

4:00 Annual Reporting Practices and Shareholder Meeting
    • Preparing your 2018 proxy statement and annual report 
    • Tips for conducting your annual meeting 
    • SEC and other developments affecting annual reporting and the proxy solicitation process
Keir D. Gumbs, Scott Lesmes, Colleen M. McIntosh, Brian Sandstrom


5:00 Adjourn

Co-Chair(s)
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Michael L. Hermsen ~ Mayer Brown LLP
Mary J. Mullany ~ Ballard Spahr LLP
Speaker(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Amy J. Dorfmeister ~ Ernst & Young LLP
Margaret Engel ~ Compensations Advisory Partners LLC
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Covington & Burling LLP
Edward A. Hauder ~ Senior Consultant and Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
David A. Kanarek ~ American Express Company
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Sarah Levine ~ Partner, Jones Day
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A Mainoo ~ Associate, Cleary Gottlieb Steen & Hamilton LLP
Colleen M. McIntosh ~ Senior Vice President, Corporate Secretary and Assistant General Counsel - Corporate Services, CVS Caremark Corporation
Ronald O. Mueller ~ Gibson, Dunn & Crutcher LLP
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Brian Sandstrom ~ Executive Counsel, Corporate, Securities and Finance, GE
Brandon Smith ~ Executive Counsel, Corporate, Securities & Finance, General Electric
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute

Philadelphia Groupcast Location

Pennsylvania Bar Institute, The CLE Conference Center, Wanamaker Building, 10th floor, Suite 1010, Center City Philadelphia (Juniper St. entrance, between 13th & Broad Sts., opposite City Hall). (800) 932-4637. Click here for directions.

Philadelphia Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Marriott Residence Inn

Ritz Carlton

Loews Philadelphia

Philadelphia Marriott Downtown

Hilton Garden Inn

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.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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 groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

Related Items

On-Demand  On-Demand Programs

Annual Disclosure Documents 2016 Dec. 16, 2016

Handbook  Course Handbook Archive

Annual Disclosure Documents 2018: Current Developments and Best Practices  
Annual Disclosure Documents 2017: Current Developments and Best Practices Michael L Hermsen, Mayer Brown LLP
Sandra L Flow, Cleary Gottlieb Steen & Hamilton LLP
Mary J Mullany, Ballard Spahr LLP
 
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