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Schedule
29th Annual Ray Garrett Jr. Corporate and Securities Law Institute
April 30 – May 1, 2009 • Chicago
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All sessions will take place at Northwestern University School of Law, Thorne Auditorium, 375 East Chicago Avenue, Chicago, Illinois.
Thursday, April 30, 2009
7:45 a.m.
Registration, Continental Breakfast
8:30–8:45 a.m.
Welcome and Overview
David E. Van Zandt, Dean, Northwestern University School of Law, Chicago
Frederick C. Lowinger, Institute Chair, Sidley Austin LLP, Chicago
8:45–10 a.m.
Developments in the Capital Markets Following the Financial Crisis
- Federal government as investor
- Future of sovereign wealth fund investment
- A new face for structured finance?
- Innovative capital markets instruments and financing for M&A transactions
Session Chair
Rodd M. Schreiber, Skadden, Arps, Slate, Meagher & Flom LLP, Chicago
Panelists
Clay Lowery, Managing Director, Glover Park Group, and Former Assistant Secretary for International Affairs, U.S. Department of the Treasury, Washington, D.C.
Lee A. Meyerson, Simpson Thacher & Bartlett LLP, New York City
Ivan Ross, Managing Director, Co-Head, Hedge Fund Industry Group, Goldman, Sachs & Co., New York City
10–11:15 a.m.
Developments in M&A
- MAC provisions — lessons learned
- Counterparty risk (including financing sources)
- Exclusivity agreements
- Hostile activity and takeover defenses
Session Chair
Keith S. Crow, Kirkland & Ellis LLP
Panelists
Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware
James Cole Jr., Wachtell, Lipton, Rosen & Katz, New York City
Robert F. Wall, Winston & Strawn LLP, Chicago
11:15–11:30 a.m.
Break
11:30 a.m.–Noon
A Conversation with Richard G. Ketchum, Chief Executive Officer, Financial Industry Regulatory Authority (FINRA), Washington, D.C.
Moderator
Frederick C. Lowinger
Noon–1 p.m.
Lunch (provided)
1–2:15 p.m.
Financial Market Regulatory Reform: Proposals Affecting the SEC
- Risk regulation
- Global securities markets
- Hedge funds and derivatives
- Merger of the SEC and CFTC
- Protection of investors
Session Chair
David S. Ruder, Professor of Law Emeritus, Northwestern University School of Law, Chicago
Panelists
Edward F. Greene, Cleary Gottlieb Steen & Hamilton LLP, New York City
Richard G. Ketchum
George T. Simon, Foley & Lardner LLP, Chicago
2:15–3:15 p.m.
SEC Division of Corporation Finance Update
Panelists
Brian V. Breheney, Deputy Director, Division of Corporation Finance, SEC, Washington, D.C.
Shelley E. Parratt, Acting Director, Division of Corporation Finance, SEC, Washington, D.C.
3:15–3:30 p.m.
Break
3:30–4:15 p.m.
Current Developments in Executive Compensation
- The American Recovery and Reinvestment Act: implications for non-TARP participants
- Executive compensation reforms: where’s Washington headed?
- Designing incentive compensation in an uncertain environment
- Disclosing your executive compensation program in a roiling economy
- Say on pay: what will it mean?
Session Chair
John P. Kelsh, Sidley Austin LLP, Chicago
Panelists
Michael S. Kesner, Principal, Deloitte Consulting LLP, Chicago
Eric Orsic, McDermott Will & Emery, Chicago
4:15–5:30 p.m.
What Securities Counsel Needs to Understand About Accounting Today
- IFRS and global accounting developments
- Fair value accounting and its intersection with the world financial crisis
- Disclosing contingencies — SFAS 5 and SFAS 141(R)
- Current issues with off-balance sheet accounting, securitization, and consolidation
Session Chair
John W. White, Cravath, Swaine & Moore LLP, New York City
Panelists
Michael R. McAlevey, Vice President and Chief Corporate, Securities and Finance Counsel, General Electric Company, Fairfield, Connecticut
Joseph B. Ucuzoglu, Partner, National Office, Deloitte & Touche, LLP, San Francisco
5:30 p.m.
Reception sponsored by Wolters Kluwer
Friday, May 1, 2009
7:45 a.m.
Continental Breakfast
8:30–10 a.m.
Delaware Supreme Court Argument
Justice Jack B. Jacobs, Presiding
In a struggling economy, many M&A transactions end up involving at least one company that is in economic distress. Such transactions present an array of challenges for the buyer and target boards and their respective legal teams. This mock argument and discussion will address, among other items, key process concerns, conflict issues, fiduciary issues, and the availability and practicality of various legal remedies.
J. Travis Laster, Abrams & Laster LLP, Wilmington, Delaware
Marc Wolinsky, Wachtell, Lipton, Rosen M& Katz, New York City
Commentators
Mark D. Gerstein, Latham & Watkins LLP, Chicago
Mark A. Morton, Potter Anderson & Corroon LLP, Wilmington, Delaware
10–10:15 a.m.
Break
10–11:15 a.m.
SEC Enforcement, Securities Litigation, and Criminal Proceedings Arising from the Financial Crisis and Lessons Learned
- Direction of governmental enforcement under the new administration
- Trends in responding to governmental investigations
- Unique legal challenges posed by litigation arising out of the financial crisis
- Developments in derivative and shareholder litigation in the current environment
Session Chair
Peter G. Rush, K&L Gates LLP, Chicago
Panelists
Leah J. Domitrovic, Associate Chief Legal Officer, University of Pittsburgh Medical Center, Pittsburgh
Merri Jo Gillette, Regional Director of the Chicago Regional Office, SEC, Chicago
Steven F. Molo, Shearman & Sterling LLP, New York City
11:15 a.m.–12:15 p.m.
Developments in Governance and Lessons Learned from the Financial Crisis
- Board oversight of risk management in a challenging economy (revisiting Caremark and Stone v. Ritter)
- Empty voting: advance notice bylaws and the CSX decision
- The limits of stockholder power — CA v. AFSCME and proposed changes to Delaware law
- "Constituent" directors
- The newest stockholder: the U.S. government
Session Chair
Claudia H. Allen, Neal, Gerber & Eisenberg LLP, Chicago
Panelists
Scott J. Davis, Mayer Brown LLP, Chicago
Margaret (Peggy) M. Foran, Executive Vice President, General Counsel and Corporate Secretary, Sara Lee Corporation, Downers Grove, Illinois
Steven N. Kaplan, Neubauer Family Professor of Entrepreneurship and Finance, The University of Chicago Booth School of Business, Chicago
12:15–12:30 p.m.
Box Lunch Break (provided)
12:30–1:45 p.m.
Maintaining the Attorney-Client Privilege: Challenging Situations and Solutions (Ethics Session)
Session Chair
Paul J. McNulty, Baker & McKenzie LLP, Washington, D.C.
Panelists
William A. Von Hoene Jr., Executive Vice President and General Counsel, Exelon Corporation, Chicago
Mark R. Filip, former Deputy Attorney General, US Department of Justice, Chicago
1:45 p.m.
Program Concludes
