42nd Annual Securities Regulation Institute
January 26 – 28, 2015 • Hotel del Coronado, Coronado, CA

Sessions will take place in the Grand Ballroom at the Hotel del Coronado, 1500 Orange Avenue, Coronado, CA.
Session times are subject to change.

Monday, January 26, 2015

7:45 a.m.
Registration and Continental Breakfast

8:45–9 a.m.
Welcome and Overview

Daniel B. Rodriguez, Dean and Harold Washington Professor, Northwestern University School of Law, Chicago
Steven E. Bochner, Institute Chair, Wilson Sonsini Goodrich & Rosati, Palo Alto, California

9–9:45 a.m
Alan B. Levenson Keynote Address

The Honorable Leo E. Strine Jr., Chief Justice, Delaware Supreme Court, Wilmington, Delaware

9:45–10 a.m.

10–11:30 a.m
Shareholder Activism: Analyzing & Responding to the New Paradigm

  • Is all shareholder activism "bad?"
  • How do companies respond to "short–term" investors?
  • Does "good" corporate governance lead to better performance?
  • What can you do to keep an activist away or at bay?
  • Understanding when companies should settle with activists and when they should fight
  • What happens when an activist goes for control?

Session Chair
David A. Katz, Wachtell, Lipton, Rosen & Katz, New York City

Michele M. Anderson, Chief, Office of Mergers and Acquisitions, Division of Corporation Finance, SEC, Washington, D.C.
Michael Callahan, Vice President, General Counsel and Secretary, LinkedIn Corporation, Mountain View, California
Paul G. Parker, Co–Chairman, Global M&A, Goldman, Sachs & Co., New York City

11:30–11:45 a.m.

11:45 a.m.–1 p.m.
Overview of the Current Capital Markets

  • Perspectives on the capital markets in 2014 and outlook for 2015
  • Practice implications of SEC priorities and areas of focus
  • Developments in late–stage private financings, general solicitation, and accredited investor verification
  • IPO developments, challenges, and recurring scenarios plus practical advice for issuers' and underwriters' counsel

Session Chair
Gordon K. Davidson, Fenwick & West LLP, Mountain View, California

Aparna Bawa, Vice President, General Counsel and Secretary, Nimble Storage Inc., San Jose, California
Alan F. Denenberg, Davis Polk & Wardwell LLP, Menlo Park, California
Keith F. Higgins, Director, Division of Corporation Finance, SEC, Washington, D.C.
Cristina M. Morgan, Vice Chairman of Investment Banking, JPMorgan Chase & Co., San Francisco

1–2:30 p.m.

2:30–4 p.m.
Mergers & Acquisitions: Trends & Developments You Need To Know

  • State of the M&A marketplace in 2014/2015
  • Investment bankers (back) in the spotlight after Rural Metro
  • Negotiating a "fraud exception" to contractual limitations on a buyer's indemnification rights
  • Increased use of representation and warranty insurance
  • Delaware appraisal rights
  • Implications of forum selection and fee shifting bylaws on M&A

Session Chair
Richard E. Climan, Weil, Gotshal & Manges LLP, Silicon Valley, California

Sarah P. Payne, Sullivan & Cromwell LLP, Palo Alto, California
Robert E. Spatt, Simpson Thacher & Bartlett LLP, New York City
Leo E. Strine Jr.

4–4:15 p.m.

4:15–5:30 p.m.
Judicial and Legislative Developments

  • Halliburton & fraud–on–the–market
  • Win–loss record
  • Tilt to administrative proceedings
  • Broad impact of forum selection and fee shifting bylaws

Session Chair
Joseph A. Grundfest, William A. Franke Professor of Law and Business and Senior Faculty, Rock Center on Corporate Governance, Stanford Law School, Stanford, California

Randall J. Baron, Robbins Geller Rudman & Dowd LLP, San Diego
William B. Chandler III, Wilson Sonsini Goodrich & Rosati, Wilmington, Delaware
Shirli Fabbri Weiss, DLA Piper LLP (US), San Diego/Palo Alto, California

5:30 p.m.
Reception – sponsored by

Winston & Strawn LLP

Tuesday, January 27, 2015

7:30 a.m.
Continental breakfast

8–9 a.m.
Updates from SEC Senior Staff
Division of Corporation Finance

Keith F. Higgins, Director
Shelley E. Parratt, Deputy Director
Michele M. Anderson, Chief, Office of Mergers and Acquisitions
David R. Fredrickson, Associate Director and Chief Counsel
Mark Kronforst, Associate Director and Chief Accountant

9–9:15 a.m.

9:15–10:30 a.m.
Recurring Disclosure Challenges and Other Key Updates

  • Executive terminations and 8–K filings
  • Board and management "integrity" issues
  • Trouble with the quarter
  • Evolving litigation and government investigations
  • Materiality of agreements
  • Trading window and trading plan considerations

Session Co–Chairs
Steven E. Bochner
Thomas J. Kim, Sidley Austin LLP, Washington, D.C.

Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP, New York City
Catherine T. Dixon, Weil, Gotshal & Manges LLP, Washington, D.C.
Keith F. Higgins

10:30–10:45 a.m.

10:45 a.m.–12 p.m.
Planning for 2015 Proxy Season – Key Trends and Developments

  • Shareholder proposals update – what's new, what's in, what's out, and what the best strategies are for addressing them
  • Shareholder engagement trends and strategies
  • Say on pay developments and strategies for crafting an effective CD&A and for responding to negative sentiment
  • New and upcoming disclosures including pay ratio, realized and realizable pay
  • Dealing with proxy advisory firms, political spending, interim vote reporting, and more

Session Co–Chairs
Meredith B. Cross, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.
Keir D. Gumbs, Covington & Burling LLP, Washington, D.C.

David R. Fredrickson
Abe M. Friedman, Managing Partner, CamberView Partners LLC, San Francisco
Elizabeth A. Ising, Gibson, Dunn & Crutcher LLP, Washington, D.C.

12–1:30 p.m.

Commissioner Daniel M. Gallagher Jr., SEC, Washington, D.C.

1:30–3 p.m.
Getting Practical on Accounting & Auditing

  • The new world of revenue recognition – what lawyers should know
  • An accounting error! What to do next?
  • Contingencies and Impairments: Basic lessons for lawyers
  • Accounting hot buttons in SEC reviews
  • Segments: A new frontier in disclosure
  • Impairments lessons for lawyers
  • Getting non–GAAP measures right
  • How PCAOB inspections of auditors impact companies

Session Chair
John W. White, Cravath, Swaine & Moore LLP, New York City

Michael J. Gallagher, Managing Partner, Assurance Quality, PricewaterhouseCoopers LLP, New York City
James L. Kroeker, Vice Chairman, Financial Accounting Standards Board, Norwalk, Connecticut
Mark Kronforst

3–3:45 p.m.
Houlihan Lokey Ice Cream Social

3:45–5:15 p.m.
The Most Important Things We Learned Last Year and Hope to Learn This Year
Current and former SEC staff members discuss the significant legal developments of the past year and answer disclosure and interpretive questions.

  • The top 12 things we learned in 2014
  • The four things we hope to learn in 2015
  • Plus "Everything You Always Wanted to Know about Securities Law but were Never Given the Chance to Ask"

Session Chair
Martin P. Dunn, Morrison & Foerster LLP, Washington, D.C.

Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C.
David M. Lynn, Morrison & Foerster LLP, Washington, D.C.
Shelley E. Parratt

Wednesday, January 28, 2015

7:30 a.m.
Continental breakfast

8–9 a.m.
Updates from SEC Senior Staff
Division of Enforcement and Office of the General Counsel

Andrew Ceresney, Director, Division of Enforcement
Anne K. Small, General Counsel

Colleen P. Mahoney, Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates, Washington, D.C.

9–9:15 a.m.

9:15–10:45 a.m.
Enforcement and Criminal Investigations

  • Enforcement priorities
  • Update on admissions – what are the guiding principles?
  • Pursuing "broken windows" – what does it mean? How does the policy interact with prosecutorial discretion?
  • Update on the renewed focus on financial reporting including the results of the Financial Reporting and Audit Task Force
  • Sanctions: Is the sky the limit? Are higher penalties achieving higher deterrence? Latest trends on collateral consequences
  • Latest trial trends and market abuse cases

Session Chair
Linda Chatman Thomsen, Davis Polk & Wardwell LLP, Washington, D.C.

Andrew Ceresney
Merri Jo Gillette, Morgan, Lewis & Bockius LLP, Chicago
Robert S. Khuzami, Kirkland & Ellis LLP, Washington, D.C.
William R. McLucas, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.

10:45–11 a.m.

11 a.m.–12:30 p.m.
Navigating Ethical Challenges Involving Whistleblowers

  • What conduct (or failure to act) by lawyers has prompted SEC discipline lately?
  • Who can be a whistleblower – an in–house transactional or litigation attorney? A corporate director?
  • Dealing with possible whistleblowers in the law department, on the board, or elsewhere
  • Who are the clients of the in–house and outside lawyers?
  • When do in-house and outside lawyers face "reporting up" obligations?

Session Chair
Dixie L. Johnson, King & Spalding LLP, Washington, D.C.

Richard Humes, Associate General Counsel, SEC, Washington, D.C.
Stanley Keller, Locke Lord Edwards LLP, Boston
Myles V. Lynk, Peter Kiewit Foundation Professor of Law and the Legal Profession, Sandra Day O'Connor College of Law, Tempe, Arizona

12:30–12:45 p.m.
Boxed Lunch Break

12:45–1:45 p.m.
Current Issues in Delaware General Corporation Law

  • Stock plans and Delaware law
  • Strategies for squeeze–out mergers
  • State of Revlon in 2015
  • Handling defective corporate acts

Session Chair
Myron T. Steele, Potter Anderson & Corroon LLP, Wilmington, Delaware

Elena C. Norman, Young Conaway Stargatt & Taylor LLP, Wilmington, Delaware
Patricia O. Vella, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware
Gregory P. Williams, Richards, Layton & Finger, PA, Wilmington, Delaware

1:45 p.m.
Program Concludes