Schedule

32nd Annual Ray Garrett Jr. Corporate and Securities Law Institute
May 3 – 4, 2012 • Chicago

All sessions will take place at Northwestern University School of Law, Thorne Auditorium, 375 East Chicago Avenue, Chicago, Illinois. Session times are subject to change.

Thursday, May 3, 2012

7:45 a.m.
Registration, Continental Breakfast

8:30–8:45 a.m.
Welcome and Overview

David S. Ruder, William G. Gurley Memorial Professor of Law Emeritus, Northwestern University School of Law, Chicago
R. Scott Falk, Institute Chair, Kirkland & Ellis LLP, Chicago

8:45–9:15 a.m
Market Overview

Speaker
Dusty Philip, Co-Head of Global Industrials Group, Investment Banking Division, Goldman, Sachs & Co., New York City

9:15–10:15 a.m
Dealing with Investors and Proxy Advisors

  • Best practices in responding to activist investors, including the decision to engage (or not) with activists, applicability of takeover defenses, monitoring stock and derivative holdings
  • Regulation 13D reform – is it necessary?
  • Institutional investors – is there a trend to self-reliance?
  • Advice on how to deal with ISS and other proxy advisors
  • Review of what happened in the aftermath of the proxy access decision

Session Chair
Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz, New York City

Panelists
Daniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc., New York City
Robert F. Wall, Winston & Strawn LLP, Chicago
Chris Young, Managing Director – Head of Takeover Defense, Credit Suisse AG, New York City

10:15–10:30 a.m.
Break

10:30 a.m.–12 p.m.
Cutting Edge M&A and Delaware Law Issues

  • Focus on recent transactions, structures, issues and Delaware law developments
  • Effectiveness of special committees and cleansing majority-of-the-minority votes
  • Quasi-appraisal remedies
  • Future of staple financing after Del Monte
  • Hedge funds and the return of the poison pill
  • Dealmaking in the new antitrust regime

Session Chair
Paul J. Shim, Cleary Gottlieb Steen & Hamilton LLP, New York City

Panelists
John F. Grossbauer, Potter Anderson & Corroon LLP, Wilmington, Delaware
Joseph T. Lower, Vice President, Business Development & Strategy, The Boeing Company, Chicago
Dusty Philip
Jodi A. Simala, Mayer Brown LLP, Chicago

12–1 p.m.
Lunch provided by
Houlihan Lokey

1–2:30 p.m.
Conversation with the SEC, Division of Corporation Finance

Meredith B. Cross, Director
Shelley E. Parratt, Deputy Director

Tamara Brightwell, Senior Special Counsel
Lillian C. Brown, Senior Special Counsel
Jennifer A. Zepralka, Senior Special Counsel

Moderator
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.

2:30–3:15 p.m.
Executive Compensation

  • Dodd-Frank rulemaking and other hot button disclosure issues
  • Lessons from the failed say-on-pay votes and comment letters
  • Effective practices for addressing ISS guidelines and shareholder concerns

Session Chair
Thomas P. Desmond, Vedder Price P.C., Chicago

Panelists
Tamara Brightwell
Kenneth A. Viellieu, Managing Director, Moelis & Company, Chicago; member of the Board of Directors and Chairman of the Compensation Committee, Solera Holdings, Inc.
Ross Zimmerman, Senior Advisor, Exequity LLP, Libertyville, Illinois

3:15–3:30 p.m.
Break

3:30–4:30 p.m.
Hot Accounting and Audit Issues

  • Lessons from Groupon – gross vs. net revenues, using non-GAAP measures
  • Auditors and audit committees in the spotlight:
    • New auditor-audit committee communications
    • Independence/proposed mandatory audit firm rotation
    • Proposal to expand the auditor's report
  • Loss contingencies – current disclosure expectations and staff comments
  • IFRS and convergence – what lies ahead
  • Don't forget the basics – segment reporting and goodwill impairment

Session Chair
Robert J. Minkus, Schiff Hardin LLP, Chicago

Panelists
Kathleen N. Enright, Vice President Financial Reporting, Allstate Insurance Company, Northbrook, Illinois
Daniel L. Goelzer, former Board Member, PCAOB, Washington, D.C.
Barbara A. Klein, former Senior Vice President and Chief Financial Officer of CDW Corporation; current member of the Board of Directors and Chairman of the Audit Committee, Corn Products International, Inc.
John W. White, Cravath, Swaine & Moore LLP, New York City

4:30–5:30 p.m.
Professional Responsibilities of Corporate and Securities Lawyers (Ethics Credit)

Speaker
Douglas R. Richmond, Managing Director, AON Risk Solutions, Chicago

5:30 p.m.
Reception sponsored by

Mayer Brown LLP



Friday, May 4, 2012

8:15
Continental Breakfast

8–9 a.m.
Optional Breakfast Roundtable Discussion: Current Developments in M&A and Securities Regulation in Canada – What Transaction Lawyers Need to Know
(Sponsored Event, Limited Seating – Registration Required)

Speaker
John A. Kolada, Blake, Cassels & Graydon (U.S.) LLP, Chicago

9–10:30 a.m.
Delaware Mock Trial
Dealmaking in a New Environment

Presiding
J. Travis Laster, Vice Chancellor, Delaware Court of Chancery, Wilmington, Delaware

In the recent Del Monte and El Paso cases, the Delaware Chancery Court considered the effects of a target board's financial advisor playing multiple roles and having allegedly conflicting interests. In the Compellent Technologies case, the Chancery Court took the opportunity to evaluate the appropriateness of a variety of deal protection provisions in the context of the plaintiffs' attorney fee request and concluded that several of the provisions were beyond the market norm. Two leading litigators will argue a hypothetical case in which the limits of banker roles and deal protection provisions will be tested. The panelists will then consider the circumstances under which bankers and lawyers risk overreaching and thereby expose their client to possible liability and the transaction to potential injunction.

Litigators
David C. McBride, Young Conaway Stargatt & Taylor, LLP, Wilmington, Delaware
Kenneth J. Nachbar, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware

Commentators
Lewis H. Lazarus, Morris James LLP, Wilmington, Delaware
Collins J. ("C.J.") Seitz Jr., Seitz Ross Aronstam & Moritz LLP, Wilmington, Delaware

10:30–10:45 a.m.
Break

10:45–11:45 a.m.
Counseling the Board of Directors

  • Basic governance concepts – duties, roles and protections
  • Translating concepts into practice
  • Special committees – independence of members and advisors
  • Coordinating counsel – internal/external and regular/special
  • Crisis management

Session Chair
Thomas A. Cole, Sidley Austin LLP, Chicago

Panelists
Steven Koch, Vice Chairman and Co-Chairman of Mergers and Acquisitions Group, Credit Suisse, Chicago
David P. Scharf, Corporate Vice President and General Counsel, Baxter International Inc., Deerfield, Illinois
Gregory P. Williams, Richards, Layton & Finger, P.A., Wilmington, Delaware
Donna Zarcone, President and CEO, The Economic Club of Chicago; member of the Boards of Directors of CIGNA Corporation, Jones Group, Inc., and The Duchossois Group

11:45 a.m.–12 p.m.
Box Lunch Break

12–1 p.m.
Spin-Offs and Restructurings

  • Seeking greater shareholder value
  • Responding to activists and hostile offers
  • Mechanics and timing

Session Chair
Charles W. Mulaney Jr., Skadden, Arps, Slate, Meagher & Flom LLP, Chicago

Panelists
Cary A. Kochman, Managing Director and Head of North American M&A, Citigroup Inc., Chicago
Phillip R. Mills, Davis Polk & Wardwell LLP, New York City
Gerhard W. Pleuhs, Executive Vice President, Legal Affairs and General Counsel, Kraft Foods Inc., Northfield, Illinois

1–2 p.m.
Current Topics in SEC and DOJ Enforcement & Corporate Litigation

  • SEC investigations and enforcement initiatives and priorities
  • Recent developments in FCPA enforcement
  • Qui tams and healthcare enforcement law
  • Antitrust enforcement
  • Rise of strict liability enforcement in big cases

Session Chair
W. Neil Eggleston, Kirkland & Ellis LLP, Washington, D.C.

Panelists
John D. Arterberry, Executive Deputy Chief, Fraud Section, Criminal Division, U.S. Department of Justice, Washington, D.C.
Robert Burson, Senior Associate Regional Director of the Chicago Regional Office, SEC, Chicago
Zachary T. Fardon, Latham & Watkins LLP, Chicago
Bradley E. Lerman, Senior Vice President, Litigation, Pfizer Inc., New York City

2 p.m.
Program Concludes