Schedule

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 1, 2014

7:30 a.m.
Registration, continental breakfast

8:15–8:30 a.m.
Welcome and Overview

Daniel B. Rodriguez, Dean, Harold Washington Professor, Northwestern University School of Law, Chicago
Joseph P. Gromacki, Institute Chair, Jenner & Block LLP, Chicago

8:30–9 a.m.
Keynote Address

Diane Swonk, Chief Economist, Mesirow Financial Holdings, Inc., Chicago

9–9:15 a.m.
Break

9:15 a.m.–12:30 p.m.
The Lifecycle of Managing Shareholder Activism: The Corporate Process Examined
A two–session hypothetical examining the legal, financial, and investor communication challenges presented by shareholder activism.

9:15–10:45 a.m.
When the Activist Comes Knocking

  • Investor inquiries and other early warning signs
  • Managing activist inquiries and threats
  • Preparing your management team and board
  • Handling pre–fight investor and market communications
  • Considering defensive measures and settlement options

Session Chair
Mark D. Gerstein, Latham & Watkins LLP, Chicago/New York City

Panelists
William D. Anderson Jr., Managing Director, Global Head of Activism/Raid Defense, Goldman, Sachs & Co., New York City
Bryan J. Blankfield, Executive Vice President, General Counsel and Secretary, Oshkosh Corporation, Oshkosh, Wisconsin
Matthew Sherman, President, Joele Frank, Wilkinson Brimmer Katcher, New York City
Erin Glezen Stone, Winston & Strawn LLP, Chicago

10:45–11 a.m.
Break

11 a.m.–12:30 p.m.
When the Challenge Goes Public

  • Considering transaction proposals from activists
  • Strategies for a proxy contest
  • Interacting with shareholder advisory firms
  • Communicating with investors
  • Preparing for investor representatives in the boardroom

Session Chair
R. Scott Falk, Kirkland & Ellis LLP, Chicago

Panelists
Daniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc., New York City
David A. DeNunzio, Global Chairman, Mergers & Acquisitions, Credit Suisse Securities (USA) LLC, New York City
Michael F. Lohr, Vice President, Assistant General Counsel and Corporate Secretary, The Boeing Company, Chicago
Robert J. Minkus, Schiff Hardin LLP, Chicago

12:30–1:45 p.m.
Lunch – sponsored by

Houlihan Lokey

1:45–2:45 p.m.
A Conversation with the Director of the Division of Corporation Finance

Keith F. Higgins, Director, Division of Corporation Finance, SEC, Washington, D.C.

Moderators
Robert C. Shrosbree, Executive Director, Legal, Corporate & Securities, General Motors Company, Detroit
William J. Tolbert Jr., Jenner & Block LLP, Washington, D.C.

2:45–4:15 p.m.
Key Disclosure Issues for 2014 Including Shelley Parratt's "Top Ten"

  • Lessons learned from the JOBS Act confidential review process
  • Practical advice on responding to SEC Staff comments
  • The SEC's Regulation S–K Report and the future of required disclosures
  • Updates in compensation, specialized disclosures, and other hot topics

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

Panelists
Stephanie Shinn Greisch, Assistant General Counsel and Corporate Secretary, Northern Trust Corporation, Chicago
Keith F. Higgins
Thomas J. Kim, Sidley Austin LLP, Washington, D.C.
Shelley E. Parratt, Deputy Director, Division of Corporation Finance, SEC, Washington, D.C.

4:15–4:30 p.m.
Break

4:30–5:30 p.m.
A Roundtable Discussion on the Pitfalls of Emerging Technology and Other Ethical Issues

  • Common hazards of social media and how to manage key legal and ethical aspects
  • Avoiding Unlawful Practice of Law with respect to Rule 716 – Limited Admission of House Counsel and pro–hac vice licensing
  • Lawyers' responsibilities for client fraud
  • Confidentiality protection and attorney–client privilege

Session Chair
Wendy J. Muchman, Chief of Litigation and Professional Education, Illinois Attorney Registration and Disciplinary Commission of the Supreme Court of Illinois, Chicago

Panelists
Wendy L. Rubas, Vice President and General Counsel, Northwest Community Healthcare, Arlington Heights, Illinois
Sherrese M. Smith, Paul Hastings LLP, Washington, D.C.
Anne E. Thar, Winston & Strawn LLP, Chicago

5:30 p.m.
Reception – sponsored by

Mayer Brown LLP



Friday, May 2, 2014

8:15 a.m.
Continental breakfast

8–9 a.m.
Optional Breakfast Roundtable Discussion (Sponsored Event, Limited Seating – Registration Required)

From the Transformative to the Turbulent: Deal Communications in the New Age of Media and Financial Markets

Speakers
Thomas B. Johnson, President, and Ian D. Campbell, Vice Chairman, The Abernathy MacGregor Group

9–10:30 a.m.
Accounting and Auditing Developments

Developments in the Relationships Between Audit Committees and Auditors

Remarks by James R. Doty, Chairman, Public Company Accounting Oversight Board, Washington, D.C.

Panel Discussion

  • Hot topics for SEC accounting and financial reporting reviews
  • Key regulatory developments from the PCAOB and FASB
  • Looking after the forest and the trees – What company counsel need to understand today about financial reporting, auditors, and audit committees

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

Panelists
James R. Doty
Michael J. Gallagher, Managing Partner, Assurance Quality, PricewaterhouseCoopers LLP, New York City
Michele J. Hooper, President and CEO, The Directors' Council, Wilmette, Illinois
Mark Kronforst, Chief Accountant, Division of Corporation Finance, SEC, Washington, D.C.

10:30–10:45 a.m.
Break

10:45 a.m.–12 p.m.
M&A Insights and Trends

  • Getting started: addressing financial advisor conflicts and confidentiality agreements
  • Structuring developments: new DGCL 251(h), transactions with control stockholders, addressing financing risk
  • Target board recommendations
  • Private transactions: who owns the corporate privilege?

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

Panelists
Mark A. Harris, Jenner & Block LLP, Chicago
Elizabeth Clough Kitslaar, Jones Day, Chicago
Thomas J. Murphy, McDermott Will & Emery, Chicago
Jeffrey N. Neuman, Vice President, Corporate Secretary and Deputy General Counsel, Honeywell International Inc., Morris Township, New Jersey

12–12:15 p.m.
Boxed Lunch Break

12:15–1:30 p.m.
Delaware Law Pitfalls for Deal Lawyers and In–house Counsel
The headline case for any given year usually involves a high–stakes takeover, the resolution of which often involves complex facts and high theory. But the day–to–day risks for counsel may be more likely to arise from non–compliance with lesser–known legal requirements that occur in acquisitions, stock issuances, and option grants. This panel will highlight some of the requirements that have become recurring pitfalls in deals and discuss practical ways to identify, avoid and, if necessary, fix the problems.

Session Chair
Jeffrey R. Wolters, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware

Panelists
C. Stephen Bigler, Richards, Layton & Finger, PA, Wilmington, Delaware
Christa A. D'Alimonte, Senior Vice President, Deputy General Counsel, Viacom Inc., New York City
Allison Leopold Tilley, Pillsbury Winthrop Shaw Pittman LLP, Palo Alto, California

1:30–2:30 p.m.
Updates in Securities Litigation and Enforcement

  • Recent trends in SEC enforcement, including new settlement policies
  • The SEC's new Financial Reporting and Audit Task Force
  • The age of the whistleblower – Employment issues arising from Dodd–Frank and SOX provisions
  • Practical advice on FCPA compliance and litigation, including special risk areas, prevention, preparation, and defense

Session Chair
Merri Jo Gillette, Morgan, Lewis & Bockius LLP, Chicago

Panelists
Joan D. Humes, Vice President and Deputy General Counsel, Litigation and Investigations, Medtronic, Inc., Minneapolis
Jonathan D. King, DLA Piper LLP (US), Chicago
William Michael Jr., Mayer Brown LLP, Chicago
Junaid A. Zubairi, Vedder Price P.C., Chicago

2:30 p.m.
Program Concludes