Schedule

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

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Thursday, April 27, 2017

7:30 a.m. - Registration and Continental Breakfast

8:20-8:30 a.m. - Welcome and Overview

Juliann Cecchi, Assistant Dean, External Partnerships, Northwestern Pritzker School of Law, Chicago
Thomas P. Desmond, Institute Chair, Vedder Price P.C., Chicago

8:30-9:15 a.m. - State of the Markets and the Business Environment

Speaker
Chris Gallea, Vice Chairman of Investment Banking, J.P. Morgan, New York City

Moderator
Bradley C. Faris, Latham & Watkins LLP, Chicago

9:15-9:30 a.m. - Break

9:30-10:30 a.m. - For Seasoned IssuersDevelopments in Capital Markets

  • Capital raising developments and trends, including discussion of bond terms and covenants, acquisition financing, "green bonds," PIPEs, and more
  • Insights on handling tricky disclosure situations (e.g., potential acquisitions, pending litigation, and investigations) in connection with securities offering
  • Discussion of SEC's latest "hot button" comment areas, impact of accounting changes on use of Form S-3, and liability/litigation developments
  • Insights for seasoned issuers into the increased use of dual-track M&A/IPO processes
  • Perspectives from underwriters and their counsel
  • Practical nuggets from the capital market trenches
  • At-the-market offerings

Session Chair
Robert M. Hayward, Kirkland & Ellis LLP, Chicago

Panelists
Keith F. Higgins, Former Director, Division of Corporation Finance, SEC, Washington, DC
Ritu Narula, Vice President and Treasurer, Stericycle, Inc., Lake Forest, IL
Chris Newton, Director, Syndicated Loan Capital Markets, Bank of America Merrill Lynch, Charlotte, NC

10:30-11:30 a.m. - Managing External Forces in the Board Room - Emerging Topics for Directors

Session Chair
Andrew J. Noreuil, Mayer Brown LLP, Chicago

Speakers
Chris Cernich, Founding Partner, Strategic Governance Advisors, New York City
Kristin M. Coleman, Executive Vice President, General Counsel and Chief Compliance Officer, US Foods Holding Corporation, Rosemont, IL
Lona Nallengara, Shearman & Sterling LLP, New York City
Patrick Sheller, Senior Vice President, General Counsel & Secretary, Mead Johnson Nutrition Company, Glenview, IL

11:30 a.m.-12:15 p.m. - Lunch, Sponsored by Houlihan Lokey

12:15-1:30 p.m. - Lessons in Governance: Reputational Risk Management

Utilizing a mock board meeting format, this session will explore lessons learned from the Volkswagen emissions situation that erupted in September 2015.
  • How to prepare for and respond to a crisis
  • Engaging with constituents: Stockholders, Employees, Consumers, Regulators
  • Role of the Board vs. Role of Management

Session Chair
Randall E. Mehrberg, Jenner & Block LLP, Chicago

Panelists
D. Cameron Findlay, Senior Vice President, General Counsel and Secretary, Archer Daniels Midland Company, Chicago
Thomas B. Johnson, CEO, Abernathy MacGregor, New York City
Jan Stern Reed, Independent Board Member, AngioDynamics and Stepan Company, Chicago
Reid J. Schar, Jenner & Block LLP, Chicago

1:30-1:45 p.m. - Break

1:45-2:45 p.m. - Updates from the Division of Corporation Finance

Speakers
Shelley Parratt, Acting Director
Karen J. Garnett, Associate Director (Disclosure Operations)

2:45-3 p.m. - Break

3-4 p.m. - Recurring Disclosure Challenges—A Series of Hypotheticals

  • Disclosing Contingencies
  • Trading by Executive Officers
  • Disclosure Considerations in Departure and Hiring of Executive Officers
  • MD&A and Adverse Business Developments
  • Disclosure Significance of Matters Arising in Personal Lives of Directors and Executive Officers

Session Chair
John P. Kelsh, Sidley Austin LLP, Chicago

Panelists
John T. Blatchford, Vedder Price P.C., Chicago
Jennifer L. Kraft, Deputy General Counsel and Corporate Secretary, United Continental Holdings, Inc., Chicago
Eric Orsic, McDermott Will & Emery, Chicago
Shannon A. Toolis, Vice President, Assistant General Counsel, and Assistant Corporate Secretary, CDW Corporation, Vernon Hills, IL

4-4:15 p.m. - Break

4:15-5:15 p.m. - The Latest in Accounting and Auditing

  • Living with non-GAAP/GAAP
  • Drilling down on contingencies
  • Preparing for new GAAP: From revenue recognition to leasing to financial instruments
  • Understanding key players in financial reporting and how they are organized: From working with the SEC accounting staff to navigating your auditor's national office

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

Panelists
Catherine Hoovel, Chief Accounting Officer, McDonald's Corporation, Oak Brook, IL
Mark Kronforst, Associate Director (Chief Accountant), Division of Corporation Finance, SEC, Washington, DC
Shan Nemeth, Partner, Deloitte & Touche LLP, Chicago

5:15 p.m. - Reception sponsored by Mayer Brown LLP


Friday, April 28, 2017

8:15 a.m. - Continental Breakfast

9-10 a.m. - Deal Risk in M&A: CFIUS, OFAC & Other Washington Alphabet Soup

  • Obtaining CFIUS, OFAC and other U.S. and foreign agency or governmental approvals
  • Antitrust risks
  • Opinions required to close
  • How risks get into the contract and affect the break-up fee

Session Chair
Ivan A. Schlager, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, DC

Panelists
Leigh T. Hansson, Reed Smith LLP, London
Peter Thomas, Simpson Thacher & Bartlett LLP, Washington, DC

10-11 a.m. - Hot Topics in M&A

  • Optimizing the portfolio – strategies and considerations for spinoffs, carve-outs, and subsidiary IPOs
  • Transacting in uncertain times – issues with conditionality and adjustments
  • Getting deals approved in volatile markets – investor rollout, impact of activism on M&A
  • Special considerations with foreign counterparties – enforcement, conditionality, harmonizing regulatory regimes

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

Panelists
Kristina Sung Kepner, Vice President and General Counsel, Corporate Business Development, Johnson Controls, plc, Milwaukee
Elizabeth Clough Kitslaar, Jones Day, Chicago
Rishi Varma, Senior Vice President and Deputy General Counsel, Corporate, Securities, and M&A, Hewlett Packard Enterprise, Palo Alto

11-11:15 a.m. - Break

11:15 a.m.-12:15 p.m. - Executive Compensation: Clawbacks and Risk Mitigation

  • Best practices and current trends
  • Complications and pitfalls
  • Dodd-Frank Act Section 954
  • Status of the SEC's rules under Section 954

Session Chair
Michael S. Melbinger, Winston & Strawn LLP, Chicago

Panelists
Susan J. Daley, Perkins Coie LLP, Chicago
Andrew M. Goldstein, North America Executive Compensation Practice Leader, Willis Towers Watson plc, Chicago
Stephanie Shinn Greisch, Executive Vice President, Deputy General Counsel and Corporate Secretary, Northern Trust Corporation, Chicago

12:15-12:30 p.m. - Boxed Lunch Break

12:30-1:30 p.m. - Perspectives on SEC Enforcement In 2017

  • SEC enforcement priorities under the Trump administration
  • Anticipated changes to the regulatory landscape
  • Future of the SEC whistleblower program
  • Impact of shifting trade policies on cross-border litigation and enforcement

Session Co-Chairs
Peter K.M. Chan, Morgan, Lewis & Bockius LLP, Chicago
Asheesh Goel, Ropes & Gray LLP, Chicago

Panelists
Susan Goetz Markel, Managing Director, AlixPartners LLC, Washington, DC
Thomas W. Szromba, Principal Senior Counsel – Litigation, The Boeing Company, Chicago

1:30-2:30 p.m. - Ethics: Legal Risks for Law Firm and Internal Corporate Counsel

  • Pressing issues for law firm lawyers, including effective advance client waivers
  • Corporate and compliance counsel as defendants in government proceedings: what acts "cross the line"?
  • The SEC's RPM litigation: legal risks in evaluating and disclosing litigation exposure

Session Chair
Karl A. Groskaufmanis, Fried, Frank, Harris, Shriver & Jacobson LLP, Washington, DC

Panelists
Charles H.R. Peters, Schiff Hardin LLP, Chicago
John K. Villa, Williams & Connolly LLP, Washington, DC

2:30 p.m. - Program Concludes