Seminar  Program

Annual Disclosure Documents 2018: Current Developments and Best Practices


Select a Location:

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
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 (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 Corporate Rate ID 786839408. In addition, you can book online at PLI Muse Hotel

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. In addition, you can book online at PLI Millennium Hotel .

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

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

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

West Virginia:  PLI’s live 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.

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

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

Other Credit Types

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

IRS Continuing Education (IRS-CE): PLI’s live 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.

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

 

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
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. Effective January 1, 2019, the limit of distance education per reporting period will increase from 9 to 18 credits.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

New York

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CPD Jurisdictions

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

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

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

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

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

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

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

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

Other Credit Types

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

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

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

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

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

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

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

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

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

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

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

 

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
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:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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

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

West Virginia:  PLI’s live 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.

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

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live 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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute
Boston Groupcast Location

Massachusetts CLE, 10 Winter Place, Boston, Massachusetts 02100. (617) 350-7006.

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

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

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

West Virginia:  PLI’s live 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.

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

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live 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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
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:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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

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

West Virginia:  PLI’s live 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.

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

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live 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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
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:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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

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

West Virginia:  PLI’s live 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.

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

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live 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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
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:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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

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

West Virginia:  PLI’s live 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.

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

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live 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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
Program Attorney(s)
Dana M. Berman ~ Program Attorney, Practising Law Institute
New Jersey Groupcast Location

New Jersey Institute for Continuing Legal Education, One Constitution Square, New Brunswick, NJ 08901-1520. 732-249-5100.

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

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

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

West Virginia:  PLI’s live 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.

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

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live 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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

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, current “hot issues,” best practices, and practical pointers. Our faculty will discuss any proposed or final regulatory changes, plus domestic and international economic, political and regulatory developments; the impact of tax law changes on disclosures; results of the first year of pay ratio disclosure; cybersecurity disclosure; 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.

What You Will Learn

  • Practical guidance on drafting annual disclosure and proxy documents
  • SEC, FASB and PCAOB developments affecting financial disclosures
  • Disclosure developments reflecting the priorities of the 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

  • Earn one hour of Ethics credit

Credit Available: CLE, CPE and CPD

Program Level: Overview

Intended Audience: 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.

Prerequisites: None

Advanced Preparation: None 


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 Opening Remarks

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

Mary Beth Breslin, Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany



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 affecting public company disclosures
  • A litigator’s view of disclosure practices

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, Michael L. Hermsen, Dase Kim, Abena A. Mainoo, Todd J. Russo



11:30 Networking Break

11:45 Emerging Disclosure Developments
  • The use of social media as a means of disclosing material information
  • Recent developments in non-traditional disclosures
  • Updates on financial and audit related disclosures

Mary Beth Breslin, Sandra L. Flow, Peter W. Hennessey, David A. Kanarek, Dase Kim



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
  • Preparing for the adoption of lease accounting
  • What to look for in the coming year
  • PCAOB developments, including new audit report standard

Mary Beth Breslin, Amy J. Dorfmeister, David A. Kanarek, 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
  • Developments and trends in FCPA enforcement
  • Recent insider trading matters brought by the Division of Enforcement
  • Financial reporting cases and the SEC’s continued focus on financial fraud and disclosure issues

David A. Kanarek, Kenneth R. Lench, 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, Joan E. McKown



5:00 Adjourn

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

9:00 Dodd-Frank Requirements and Disclosures
  • CEO Pay Ratio Year One
  • Recent Trends on Say on Pay
  • Other compensation related requirements
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Lillian Brown, Melissa L. Burek, Edward A. Hauder, Jillian L. Hunt, Christopher M. Hayden, 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
  • Trends to clawback policies  
  • The role and changes in performance based compensation
  • The view from the Compensation Consultant
  • The view from proxy advisory firms

Frank J. “Chip” Brixius Jr., Edward A. Hauder, Christopher M. Hayden, Jillian L. Hunt, Doreen E. Lilienfeld, Mary J. Mullany



11:15 Networking Break

11:30 Environmental, Health, Safety and Sustainability Disclosure and Shareholder Engagement
  • Company practices on ESG Disclosure
  • Engagement and other communications about ESG with communications with Shareholders
  • Handling ESG shareholder proposals
  • The view from investors

Frank J. “Chip” Brixius Jr., Lillian Brown, Sandra L. Flow, Yumi Narita, Beth Sasfai



12:30 Lunch

1:30 Corporate Governance and Shareholder Proposals
  • Overview of the 2018 shareholder proposal season; what is anticipated for 2019
  • 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, Katherine Kelly, Scott Lesmes, Beth Sasfai



2:45 Solicitation Issues Related to Annual Meetings
  • Getting the vote out
  • The impact of proxy advisory firms
  • Communications with shareholders
  • Hot topics related to shareholder activism

Lillian Brown, Richard H. Grubaugh, Katherine Kelly, Scott Lesmes, Beth Sasfai



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

Frank J. “Chip” Brixius Jr., Keir D. Gumbs, Katherine Kelly, Scott Lesmes, Todd J. Russo



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)
Mary Beth Breslin ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Frank J. "Chip" Brixius Jr. ~ Deputy General Counsel & Assistant Secretary, Graco Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Melissa L. Burek ~ Founding Partner, Compensation Advisory Partners, LLC
Amy J. Dorfmeister ~ Ernst & Young LLP
Richard H. Grubaugh ~ Senior Vice President, D.F. King & Co., Inc.
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Edward A. Hauder ~ Lead Consultant and Senior Advisor, Exequity LLP
Christopher M. Hayden ~ Senior Managing Director, Georgeson LLC
Peter W. Hennessey ~ Ballard Spahr LLP
Jillian L. Hunt ~ Deputy General Counsel, Exela Technologies, Inc.
David A. Kanarek ~ American Express Company
Katherine Kelly ~ Vice President, Associate General Counsel and Corporate Secretary, Bristol-Myers Squibb Company
Dase Kim ~ Kohlberg Kravis Roberts & Co L.P.
Kenneth R. Lench ~ Kirkland & Ellis LLP
Scott Lesmes ~ Morrison & Foerster LLP
Doreen E. Lilienfeld ~ Shearman & Sterling LLP
Abena A. Mainoo ~ Cleary Gottlieb Steen & Hamilton LLP
Joan E. McKown ~ Jones Day
Yumi Narita ~ Vice President of Investment Stewardship, BlackRock
Todd J. Russo ~ Senior Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
Beth Sasfai ~ Vice President, Governance, Verizon Legal Dept
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

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