Seminar  Program

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


Select a Location:

  • London, GBR


    Feb. 1 - 2, 2018

    9:15 AM Greenwich

  • Webcast


    Feb. 1 - 2, 2018

    9:15 AM Greenwich

We are proud to present Practising Law Institute’s Seventeenth Annual Institute on Securities Regulation in Europe, the most comprehensive securities programme available in Europe, with a unique focus on the application of U.S. securities law in the EU. The Institute will provide the important U.S. perspective relevant to UK and European practice, featuring leading practitioners active in the U.S. and Europe, as well as company management, investment bankers and in-house counsel. We will also have a number of government regulators from the U.S. and the UK presenting on the latest developments and participating in the panels.

This year’s programme will consider the implications of recent developments in market activity and practice for companies and financial institutions across Europe, the U.S. and further afield. We will also take an in-depth look at the current state of the U.S. and European equity capital markets and regulatory developments affecting those markets, and provide a practical update on recent accounting and auditing developments. The programme will take a deep dive into enforcement efforts both in the U.S. and across Europe, with a panel on enforcement priorities and the approaches of the relevant regulatory agencies, as well as a panel focused on securities litigation developments important to transactional lawyers and corporate counsel. The leveraged finance market remains central to much of the cross-border deal execution in Europe, and a panel of legal practitioners and bankers will cover the latest developments in this area. This unique programme will leave you with the latest information and best practices to serve your clients.

The Seventeenth Annual Institute on Securities Regulation in Europe will be the most important and comprehensive securities conference that you can attend in 2018. This conference is crucial for corporate and securities lawyers in private practice and in-house, CEOs, CFOs, CIOs and others in senior management whose decisions are affected by securities laws, and by cross-border mergers & acquisitions, private equity and shareholder activists.

Topics Include

  • The current regulatory environment, including new U.S. rulemaking and its implications for market developments and practice
  • Market trends in cross-border capital markets and practical pointers
  • Structuring cross-border M&A transactions and continuing challenges of post-Brexit regulation
  • The latest accounting and auditing developments
  • Enforcement priorities and programmes: What you and your clients or companies need to know
  • Securities litigation developments: Important issues for transactional lawyers and corporate counsel
  • Leveraged finance: Market update and latest innovations
  • What every cross-border lawyer needs to know about ethics

Special Features
This important event will feature:

  • Two networking luncheons
  • Keynote speakers to kick off the programme each day
  • Important U.S. regulator and practitioner perspectives
  • Earn one hour of Ethics credit

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

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

9.15        Opening Remarks
Co-Chairs:              John W. Banes, Diana Billik, Bradley J. Gans

9.30        Keynote Address

Speaker:              William H. Hinman, Securities and Exchange Commission

10.00     Regulatory Developments Affecting the Capital Markets in the US

  • Current state of regulatory developments
  • Disclosure simplification
  • Non-GAAP financial measures
  • Resource extraction rules
  • Mining disclosures
  • PCAOB adoption of new standards regarding Auditors’ Reports
  • Volcker Rule updates for capital markets deals

(CFE Field of Study: Fraud)

Moderator:        Sebastian R. Sperber
Speakers:           Nicholas Baumgartner, Peter Castellon, Robert Evans III, Erik Morris, Deborah A. Smith



11:15 Networking Break

11.30     Regulatory Developments Affecting the Capital Markets in Europe

  • Update on latest regulatory developments
  • UK Competition review of investment banking activity
  • How do UK capital markets and regulations differ from the rest of Europe and to what extent will the UK self-regulate?
  • IPO process reform in the markets
  • EU Market Abuse Regulation - consequences for debt and equity capital markets

(CFE Field of Study: Fraud)

Moderator:        Sachin Dave
Speakers:          Mark S. Bergman, Jon Grussing, Laura Holleman, Delphine Mourot



12.30     Luncheon

13.30     Executing Cross-Border Capital Markets Deals – Practical Issues and Market Trends

  • Market activity – trends and updates
    • Deal flow and geopolitics
    • Products, regions and markets – what’s hot and wh
  • MAR & Omnibus II-Prospectus Directive – the practical impact
    • How are deal and market practices evolving to reflect & normalize with regulatory developments 1-2 years on?
    • FCA Policy Statements – 17/22 (listing regime) & 17/23 (MAR).  Any other help from regulatory interpretations in Europe?
  • Squaring the circle – financial information and due diligence
    • Alternative Performance Measures – use, diligence and comfort
    • Different listing venues different approaches
    • Old favourites and latest issues
  • What does MiFID II mean for me?
    • How does it impact my deals?
    • What should my issuer clients be worried about?
    • What should my institutional investment banking clients be worried about?
  • Liability Management/Restructurings
    • 14e-1 opinions and the ABA Report
    • Cross-over to “true” restructurings/R&I
    • Other current developments

 (CFE Field of Study: Fraud)

Moderators:      Sarah Murphy, Cecil D. Quillen III
Speakers:          Mandy DeFilippo, Robert Evans III, Natalia Nicolaidis, Steve Thierbach



14.45     In-House Views: Navigating the Regulatory Landscape

  • How has the concept of banking supervision and oversight evolved post financial crisis? Do we expect further changes?
  • Does bank culture now meet public and regulatory expectations? What more needs to be done?
  • How has internal corporate governance changed post financial crisis? Does a robust organizational structure make conduct issues less likely?
  • What impact has the advent of the FCA's Senior Management Regime and the DOJ's Yates Memorandum had on individual accountability? Has the regulatory focus switched from the institutions to individuals?
  • FCA extension of Senior Management Regime to all regulated firms 
  • What are the problems of the future?: What to watch for

(CFE Field of Study: Fraud)

Moderators:      Simon Dodds, Bob Hoyt
Speakers:          Andrew Bagley, Kate Cheetham, Stephanie Pagni



15.45     Networking Break

16.00     Accounting and Auditing Developments for 2018: What Lawyers Need to Know!

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

(CFE Field of Study: Fraud)
(CPE Field of Study: Accounting)

Moderator:        John W. White
Speakers:          Wesley R. Bricker, Michael J. Gallagher, Mary B. Tokar



17.30     Adjourn

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

9.30        Keynote Address

Speaker:    Paul P. Andrews, International Organization of Securities Commission



10.00     Enforcement Programmes and Priorities in the U.S. and UK

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

Moderator:        Robert S Khuzami
Speakers:          Alun Milford, Sandra Moser,
Mark Steward



11.00     Networking Break

11.15     Developments in Securities Litigation for Corporate Lawyers

  • Developments in European securities litigation involving issuers and underwriters: will U.S.-style litigation take root?
  • Update on U.S. litigation involving foreign private issuers
  • The continuing impact of Morrison and its progeny
  • Practical implications for deal execution

Moderator:        Simon Clarke
Speakers:         James H.R. Windels, Additional speakers to be announced



12.15     Luncheon

13.15     Leveraged Finance: Market Update and Key Trends in Transactions

  • What's new? What terms have changed in the market this year - and why?
  • What are the differences between the ways deals are executed - and who benefits?
  • How are deals with US documentation being modified when there is a significant interaction with Europe or European investors?
  • What are the lessons from restructuring experiences?
  • How is risk assessed by banks, private equity firms, etc.?
  • Transactions inside and outside of the corporate finance space
  • Voluntary restructuring and liability management
  • Treasury management fundraising
  • When should financing be made available and to whom?
  • Stapled financing and conflicts
  • Litigation considerations

Moderator:        Nicholas J. Shaw
Speakers:         Yasmine Bassili, Scott Colwell, Mark Danzey



14.15     Challenges in Structuring Cross Border M&A Transactions  

  • Development by UK and EU governments of respective Article 50 negotiating positions
  • Potential broader economic impacts (longer term changes in exchange rates and possible impact on investment and consumer activity and economic growth)
  • Dual track transactions and risk assessment
  • Market abuse issues
  • Practical strategies for assessing recurring issues in M&A transactions
  • Ongoing relationship between UK and EU during Article 50 negotiations
  • Businesses starting to reshape their operations to respond to the above - in particular financial services as extent of single market access (if any), and restrictions on free movement of persons, become known
  • Emergence of M&A and restructuring opportunities in particular sectors as economic impact becomes clearer
  • Need to deal with unknowns for long term commercial relationships (eg possible changes to the rules on governing law, choice of forum, insolvency, IP and tax)
  • Changes in areas where EU legislation is currently in effect in UK
  • Decision the same in each case: retain as is, amend, or repeal
  • Evolution of deal terms, and amendment or renegotiation of long term commercial relationships, to reflect these changes
  • Will there need to be transitional rules for a period?
  • New UK trading relationships with (i) EU and (ii) rest of world
  • Financial services regulatory regime
Moderator:        Richard A. Pollack 
Speakers:         Stephen Drewitt, Ton Schutte, Scott V. Simpson


15.30     Networking Break

15.45     Ethical Issues for the Transaction Lawyer in a Global Practice

Learn how to navigate thorny ethical issues through a series of case studies and hypotheticals that will address:

  • Duty to escalate information
  • Whose privilege is it?
  • Conflicts of interest: Can you take on the representation?
Moderator:        Robert H. Mundheim
Speakers:           John J. Cannon, III, Octavia Knox Cartwright, Dr. Hendrik Haag


16.45     Adjourn

Co-Chair(s)
John W. Banes ~ Davis Polk & Wardwell LLP
Diana Billik ~ Allen & Overy LLP
Bradley J. Gans ~ Chief Legal Officer, EMEA, Citi
Moderator(s)
Simon Clarke ~ Herbert Smith Freehills LLP
Sachin Dave ~ Allen & Overy LLP
Simon Dodds ~ Co-General Counsel, Deutsche Bank
Bob Hoyt ~ Group General Counsel, Barclays Bank PLC
Robert S Khuzami ~ Kirkland & Ellis LLP
Robert H. Mundheim ~ Shearman & Sterling LLP
Sarah Murphy ~ Freshfields Bruckhaus Deringer
Richard A. Pollack ~ Sullivan & Cromwell LLP
Cecil D. Quillen III ~ Linklaters LLP
Nicholas J. Shaw ~ Simpson Thacher & Bartlett LLP
Sebastian R. Sperber ~ Cleary Gottlieb Steen & Hamilton LLP
John W. White ~ Cravath, Swaine & Moore LLP
Speaker(s)
Paul P. Andrews ~ Secretary General, International Organization of Securities Commissions
Andrew J. Bagley ~ EMEA General Counsel, Goldman Sachs International
Yasmine Bassili ~ Managing Director, Goldman Sachs International
Nicholas Baumgartner ~ Director and Deputy General Counsel, Equity Capital Markets, Citigroup Global Markets Limited
Mark S. Bergman ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
John J. Cannon III ~ Shearman & Sterling LLP
Peter Castellon ~ Proskauer Rose LLP
Kate Cheetham ~ Group General Counsel, Lloyds Banking Group
Scott Colwell ~ Latham & Watkins LLP
Mark Danzey ~ Director, KKR Capital Markets
Mandy DeFilippo ~ Head of BU Risk Management, Fixed Income Division (EMEA), Morgan Stanley
Stephen Drewitt ~ MacFarlanes
Robert Evans III ~ Deputy Director, Legal and Regulatory Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission
Michael J. Gallagher ~ Managing Partner, Assurance Quality, PwC
Jon Grussing ~ Managing Director, Head of Equity Corporate Finance, Credit Suisse
Dr. Hendrik Haag ~ Hengeler Mueller
William H. Hinman ~ Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Laura A. Holleman ~ Managing Director, General Counsel Investment Banking Division, Goldman Sachs International
Octavia E. Knox Cartwright ~ EME Head of Litigation, Barclays Capital Inc
Alun Milford ~ General Counsel, Serious Fraud Office
Erik Morris ~ Co-Head EMEA Investment Banking and Capital Markets - Legal, Credit Suisse
Sandra Moser ~ Acting Chief, Fraud Section, U.S. Department of Justice
Delphine Mourot ~ Executive Director - Global Capital Markets, Morgan Stanley
Natalia Nicolaidis ~ General Counsel, Investment Banking and Capital Markets, Credit Suisse
Stephanie Pagni ~ General Counsel, Barclays UK
Ton Schutte ~ De Brauw Blackstone Westbroek
Scott V. Simpson ~ Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates
Deborah A. Smith ~ Executive Director and Senior Counsel, Goldman Sachs International
Mark Steward ~ Director of Enforcement and Market Oversight, Financial Conduct Authority
Steve Thierbach ~ Gibson Dunn & Crutcher LLP
Mary B. Tokar ~ Member, International Accounting Standards Board
James H.R. Windels ~ Davis Polk & Wardwell LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute

London Seminar Location and Hotel Accommodations

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

Hotel Accommodations

Hyatt Andaz, 40 Liverpool Street, London EC2M 7QN.  Please call reservations at 020 7618 5010 or email reservations.londonliv@andaz.com .

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

New York

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

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CPD Jurisdictions

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

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

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

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

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

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

Other Credit Types

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

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

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

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

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

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

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

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

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

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

 

We are proud to present Practising Law Institute’s Seventeenth Annual Institute on Securities Regulation in Europe, the most comprehensive securities programme available in Europe, with a unique focus on the application of U.S. securities law in the EU. The Institute will provide the important U.S. perspective relevant to UK and European practice, featuring leading practitioners active in the U.S. and Europe, as well as company management, investment bankers and in-house counsel. We will also have a number of government regulators from the U.S. and the UK presenting on the latest developments and participating in the panels.

This year’s programme will consider the implications of recent developments in market activity and practice for companies and financial institutions across Europe, the U.S. and further afield. We will also take an in-depth look at the current state of the U.S. and European equity capital markets and regulatory developments affecting those markets, and provide a practical update on recent accounting and auditing developments. The programme will take a deep dive into enforcement efforts both in the U.S. and across Europe, with a panel on enforcement priorities and the approaches of the relevant regulatory agencies, as well as a panel focused on securities litigation developments important to transactional lawyers and corporate counsel. The leveraged finance market remains central to much of the cross-border deal execution in Europe, and a panel of legal practitioners and bankers will cover the latest developments in this area. This unique programme will leave you with the latest information and best practices to serve your clients.

The Seventeenth Annual Institute on Securities Regulation in Europe will be the most important and comprehensive securities conference that you can attend in 2018. This conference is crucial for corporate and securities lawyers in private practice and in-house, CEOs, CFOs, CIOs and others in senior management whose decisions are affected by securities laws, and by cross-border mergers & acquisitions, private equity and shareholder activists.

Topics Include

  • The current regulatory environment, including new U.S. rulemaking and its implications for market developments and practice
  • Market trends in cross-border capital markets and practical pointers
  • Structuring cross-border M&A transactions and continuing challenges of post-Brexit regulation
  • The latest accounting and auditing developments
  • Enforcement priorities and programmes: What you and your clients or companies need to know
  • Securities litigation developments: Important issues for transactional lawyers and corporate counsel
  • Leveraged finance: Market update and latest innovations
  • What every cross-border lawyer needs to know about ethics

Special Features
This important event will feature:

  • Two networking luncheons
  • Keynote speakers to kick off the programme each day
  • Important U.S. regulator and practitioner perspectives
  • Earn one hour of Ethics credit

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

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

9.15        Opening Remarks
Co-Chairs:              John W. Banes, Diana Billik, Bradley J. Gans

9.30        Keynote Address

Speaker:              William H. Hinman, Securities and Exchange Commission

10.00     Regulatory Developments Affecting the Capital Markets in the US

  • Current state of regulatory developments
  • Disclosure simplification
  • Non-GAAP financial measures
  • Resource extraction rules
  • Mining disclosures
  • PCAOB adoption of new standards regarding Auditors’ Reports
  • Volcker Rule updates for capital markets deals

(CFE Field of Study: Fraud)

Moderator:        Sebastian R. Sperber
Speakers:           Nicholas Baumgartner, Peter Castellon, Robert Evans III, Erik Morris, Deborah A. Smith



11:15 Networking Break

11.30     Regulatory Developments Affecting the Capital Markets in Europe

  • Update on latest regulatory developments
  • UK Competition review of investment banking activity
  • How do UK capital markets and regulations differ from the rest of Europe and to what extent will the UK self-regulate?
  • IPO process reform in the markets
  • EU Market Abuse Regulation - consequences for debt and equity capital markets

(CFE Field of Study: Fraud)

Moderator:        Sachin Dave
Speakers:          Mark S. Bergman, Jon Grussing, Laura Holleman, Delphine Mourot



12.30     Luncheon

13.30     Executing Cross-Border Capital Markets Deals – Practical Issues and Market Trends

  • Market activity – trends and updates
    • Deal flow and geopolitics
    • Products, regions and markets – what’s hot and wh
  • MAR & Omnibus II-Prospectus Directive – the practical impact
    • How are deal and market practices evolving to reflect & normalize with regulatory developments 1-2 years on?
    • FCA Policy Statements – 17/22 (listing regime) & 17/23 (MAR).  Any other help from regulatory interpretations in Europe?
  • Squaring the circle – financial information and due diligence
    • Alternative Performance Measures – use, diligence and comfort
    • Different listing venues different approaches
    • Old favourites and latest issues
  • What does MiFID II mean for me?
    • How does it impact my deals?
    • What should my issuer clients be worried about?
    • What should my institutional investment banking clients be worried about?
  • Liability Management/Restructurings
    • 14e-1 opinions and the ABA Report
    • Cross-over to “true” restructurings/R&I
    • Other current developments

 (CFE Field of Study: Fraud)

Moderators:      Sarah Murphy, Cecil D. Quillen III
Speakers:          Mandy DeFilippo, Robert Evans III, Natalia Nicolaidis, Steve Thierbach



14.45     In-House Views: Navigating the Regulatory Landscape

  • How has the concept of banking supervision and oversight evolved post financial crisis? Do we expect further changes?
  • Does bank culture now meet public and regulatory expectations? What more needs to be done?
  • How has internal corporate governance changed post financial crisis? Does a robust organizational structure make conduct issues less likely?
  • What impact has the advent of the FCA's Senior Management Regime and the DOJ's Yates Memorandum had on individual accountability? Has the regulatory focus switched from the institutions to individuals?
  • FCA extension of Senior Management Regime to all regulated firms 
  • What are the problems of the future?: What to watch for

(CFE Field of Study: Fraud)

Moderators:      Simon Dodds, Bob Hoyt
Speakers:          Andrew Bagley, Kate Cheetham, Stephanie Pagni



15.45     Networking Break

16.00     Accounting and Auditing Developments for 2018: What Lawyers Need to Know!

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

(CFE Field of Study: Fraud)
(CPE Field of Study: Accounting)

Moderator:        John W. White
Speakers:          Wesley R. Bricker, Michael J. Gallagher, Mary B. Tokar



17.30     Adjourn

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

9.30        Keynote Address

Speaker:    Paul P. Andrews, International Organization of Securities Commission



10.00     Enforcement Programmes and Priorities in the U.S. and UK

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

Moderator:        Robert S Khuzami
Speakers:          Alun Milford, Sandra Moser,
Mark Steward



11.00     Networking Break

11.15     Developments in Securities Litigation for Corporate Lawyers

  • Developments in European securities litigation involving issuers and underwriters: will U.S.-style litigation take root?
  • Update on U.S. litigation involving foreign private issuers
  • The continuing impact of Morrison and its progeny
  • Practical implications for deal execution

Moderator:        Simon Clarke
Speakers:         James H.R. Windels, Additional speakers to be announced



12.15     Luncheon

13.15     Leveraged Finance: Market Update and Key Trends in Transactions

  • What's new? What terms have changed in the market this year - and why?
  • What are the differences between the ways deals are executed - and who benefits?
  • How are deals with US documentation being modified when there is a significant interaction with Europe or European investors?
  • What are the lessons from restructuring experiences?
  • How is risk assessed by banks, private equity firms, etc.?
  • Transactions inside and outside of the corporate finance space
  • Voluntary restructuring and liability management
  • Treasury management fundraising
  • When should financing be made available and to whom?
  • Stapled financing and conflicts
  • Litigation considerations

Moderator:        Nicholas J. Shaw
Speakers:         Yasmine Bassili, Scott Colwell, Mark Danzey



14.15     Challenges in Structuring Cross Border M&A Transactions  

  • Development by UK and EU governments of respective Article 50 negotiating positions
  • Potential broader economic impacts (longer term changes in exchange rates and possible impact on investment and consumer activity and economic growth)
  • Dual track transactions and risk assessment
  • Market abuse issues
  • Practical strategies for assessing recurring issues in M&A transactions
  • Ongoing relationship between UK and EU during Article 50 negotiations
  • Businesses starting to reshape their operations to respond to the above - in particular financial services as extent of single market access (if any), and restrictions on free movement of persons, become known
  • Emergence of M&A and restructuring opportunities in particular sectors as economic impact becomes clearer
  • Need to deal with unknowns for long term commercial relationships (eg possible changes to the rules on governing law, choice of forum, insolvency, IP and tax)
  • Changes in areas where EU legislation is currently in effect in UK
  • Decision the same in each case: retain as is, amend, or repeal
  • Evolution of deal terms, and amendment or renegotiation of long term commercial relationships, to reflect these changes
  • Will there need to be transitional rules for a period?
  • New UK trading relationships with (i) EU and (ii) rest of world
  • Financial services regulatory regime
Moderator:        Richard A. Pollack 
Speakers:         Stephen Drewitt, Ton Schutte, Scott V. Simpson


15.30     Networking Break

15.45     Ethical Issues for the Transaction Lawyer in a Global Practice

Learn how to navigate thorny ethical issues through a series of case studies and hypotheticals that will address:

  • Duty to escalate information
  • Whose privilege is it?
  • Conflicts of interest: Can you take on the representation?
Moderator:        Robert H. Mundheim
Speakers:           John J. Cannon, III, Octavia Knox Cartwright, Dr. Hendrik Haag


16.45     Adjourn

Co-Chair(s)
John W. Banes ~ Davis Polk & Wardwell LLP
Diana Billik ~ Allen & Overy LLP
Bradley J. Gans ~ Chief Legal Officer, EMEA, Citi
Moderator(s)
Simon Clarke ~ Herbert Smith Freehills LLP
Sachin Dave ~ Allen & Overy LLP
Simon Dodds ~ Co-General Counsel, Deutsche Bank
Bob Hoyt ~ Group General Counsel, Barclays Bank PLC
Robert S Khuzami ~ Kirkland & Ellis LLP
Robert H. Mundheim ~ Shearman & Sterling LLP
Sarah Murphy ~ Freshfields Bruckhaus Deringer
Richard A. Pollack ~ Sullivan & Cromwell LLP
Cecil D. Quillen III ~ Linklaters LLP
Nicholas J. Shaw ~ Simpson Thacher & Bartlett LLP
Sebastian R. Sperber ~ Cleary Gottlieb Steen & Hamilton LLP
John W. White ~ Cravath, Swaine & Moore LLP
Speaker(s)
Paul P. Andrews ~ Secretary General, International Organization of Securities Commissions
Andrew J. Bagley ~ EMEA General Counsel, Goldman Sachs International
Yasmine Bassili ~ Managing Director, Goldman Sachs International
Nicholas Baumgartner ~ Director and Deputy General Counsel, Equity Capital Markets, Citigroup Global Markets Limited
Mark S. Bergman ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
John J. Cannon III ~ Shearman & Sterling LLP
Peter Castellon ~ Proskauer Rose LLP
Kate Cheetham ~ Group General Counsel, Lloyds Banking Group
Scott Colwell ~ Latham & Watkins LLP
Mark Danzey ~ Director, KKR Capital Markets
Mandy DeFilippo ~ Head of BU Risk Management, Fixed Income Division (EMEA), Morgan Stanley
Stephen Drewitt ~ MacFarlanes
Robert Evans III ~ Deputy Director, Legal and Regulatory Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission
Michael J. Gallagher ~ Managing Partner, Assurance Quality, PwC
Jon Grussing ~ Managing Director, Head of Equity Corporate Finance, Credit Suisse
Dr. Hendrik Haag ~ Hengeler Mueller
William H. Hinman ~ Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Laura A. Holleman ~ Managing Director, General Counsel Investment Banking Division, Goldman Sachs International
Octavia E. Knox Cartwright ~ EME Head of Litigation, Barclays Capital Inc
Alun Milford ~ General Counsel, Serious Fraud Office
Erik Morris ~ Co-Head EMEA Investment Banking and Capital Markets - Legal, Credit Suisse
Sandra Moser ~ Acting Chief, Fraud Section, U.S. Department of Justice
Delphine Mourot ~ Executive Director - Global Capital Markets, Morgan Stanley
Natalia Nicolaidis ~ General Counsel, Investment Banking and Capital Markets, Credit Suisse
Stephanie Pagni ~ General Counsel, Barclays UK
Ton Schutte ~ De Brauw Blackstone Westbroek
Scott V. Simpson ~ Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates
Deborah A. Smith ~ Executive Director and Senior Counsel, Goldman Sachs International
Mark Steward ~ Director of Enforcement and Market Oversight, Financial Conduct Authority
Steve Thierbach ~ Gibson Dunn & Crutcher LLP
Mary B. Tokar ~ Member, International Accounting Standards Board
James H.R. Windels ~ Davis Polk & Wardwell LLP
Program Attorney(s)
Seema Lal Meehan ~ Director, Special Projects and Senior Program Attorney , Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

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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.

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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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CPD Jurisdictions

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

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

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

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

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

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

Other Credit Types

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

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

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

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

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

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

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

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

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

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

 

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