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

Thursday, April 26, 2018

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

8:20–8:30 a.m. | Welcome and Overview

Juliann Cecchi, Assistant Dean, Northwestern Pritzker School of Law, Chicago
Bradley C. Faris, Institute Chair, Latham & Watkins LLP, Chicago

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

An update on current market conditions, risks, opportunities, and trends.

Paul J. Taubman, Chairman and CEO, PJT Partners, New York City

Robert F. Wall, Winston & Strawn LLP, Chicago

9:15–9:30 a.m. | Break

9:30–10:45 a.m. | Navigating the Modern Director Nomination Process: Addressing Demands of Institutional Investors and Activists

  • Proactively addressing institutional investor and ISS/Glass Lewis considerations
  • Role of index funds in corporate governance and activism
  • How to develop and grade directors against board skills matrix
  • Deploying shareholder engagement strategies as activism defense

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

Stephen W. Beard, Senior Vice President, General Counsel & Secretary, Adtalem Global Education, Chicago

Additional panelists to be announced

10:45–11 a.m. | Break

11 a.m.–12 p.m. | Perspectives on SEC Enforcement                  

  • Increased use of “Big data”
  • Cyber-security/hacking and trading
  • Renewed focus on accounting and disclosure/internal controls
  • Investigations into investment frauds
  • The enforcement process: what has changed?
  • Coordination among the regulators: civil, criminal, international

Session Chair
Pravin Rao, Perkins Coie LLP, Chicago

Kathryn A. Pyszka, Associate Regional Director, Enforcement, U.S. Securities and Exchange Commission, Chicago Regional Office, Chicago
Reid J. Schar, Jenner & Block LLP, Chicago
Deborah L. Steiner, Executive Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer, R.R. Donnelley & Sons Company, Chicago
Jason A. Yonan, Chief, Securities and Commodities Fraud Section, U.S. Attorney’s Office for the Northern District of Illinois, Chicago

12–12:05 p.m. | Transition Break

12:05–12:35 p.m. | Cyber Investigations and the Path Forward: A Conversation with FBI Special Agent Eric Shiffman 

Cyber is the modern vector through which our enemies threaten our national security and criminals attack our private interests. Former U.S. Attorney Zachary Fardon hosts a conversation that will discuss modern threats and what the FBI is doing to stay atop the ever-evolving paradigm. 

Eric Shiffman, Supervisory Special Agent, Federal Bureau of Investigation, Chicago

Zachary Fardon, King & Spalding LLP, Chicago

12:35–1:45 p.m. | Lunch Break

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

William H. Hinman, Director, Washington, DC

Colleen Batcheler, Executive Vice President, General Counsel and Corporate Secretary, Conagra Brands, Inc., Chicago
Timothy J. Melton, Institute Vice Chair, Jones Day, Detroit/Chicago

2:45–3 p.m. | Break

3–4 p.m. | Public Company Developments in Disclosure

  • Executive compensation: hot button issues for investors this year
  • Year one of CEO pay-ratio disclosure
  • Key governance trends impacting 2018 annual meetings
  • Assessing materiality on a qualitative basis
  • Risk factor disclosure trends and practices including MD&A

Session Co-Chairs
Thomas P. Desmond, Vedder Price P.C., Chicago
Stephanie Shinn Greisch, Executive Vice President, Deputy General Counsel and Corporate Secretary, Northern Trust Corporation, Chicago

Shelley E. Parratt, Deputy Director, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC
Jessica Garascia, Assistant General Counsel and Assistant Secretary, USG Corporation, Chicago
Christina T. Roupas, Winston & Strawn LLP, Chicago

4–4:15 p.m. | Break 

4:15–5:15 p.m. | Navigating a Corporate Spinoff 

  • Business and financial rationales
  • Anticipating and managing activist demands
  • Board process and fiduciary duty considerations
  • Principal tax considerations and risks
  • Business separation and carve-out issues: ensuring a viable standalone entity
  • M&A alternatives with “dual track” process, including opportunities for “Reverse Morris Trust” transaction

Session Chair
Brian J. Fahrney, Sidley Austin LLP, Chicago

Cathy A. Birkeland, Latham & Watkins LLP, Chicago
Carrie J. Hightman, Executive Vice President and Chief Legal Officer, NiSource Inc., Merrillville, IN
Kristen Rossi, Head of Midwest Investment Banking, Morgan Stanley, Chicago

5:15–6:15 p.m. | Reception Sponsored by Mayer Brown LLP


Friday, April 27, 2018

8:15 a.m. | Continental Breakfast

9–10:15 a.m. | Delaware Mock Trial: Exploring the Path to Business Judgement Rule after Corwin

The Honorable Sam Glasscock III, Vice Chancellor, Delaware Court of Chancery, Wilmington, DE

Paul A. Fioravanti, Jr., Prickett, Jones & Elliott, P.A., Wilmington, DE
Ryan A. McLeod, Wachtell, Lipton, Rosen & Katz, New York City

Lisa A. Schmidt, Richards, Layton and Finger, P.A., Wilmington, DE

10:15–10:30 a.m. | Break 

10:30–11:15 a.m. | A Conversation with The Honorable Vice Chancellor Glasscock

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

11:15–11:30 a.m. | Break 

11:30 a.m.–12:45 p.m. | Public Company Developments in Accounting and Financial Reporting

  • Implementation of new GAAP requirements relating to revenue recognition, leasing, and financial instruments
  • Impairments – implication of goodwill testing, when to test, when to forewarn (lawyers should learn FRM 9510)
  • Expanded auditor's reports are coming – what preparers should be doing now
  • PCAOB inspections – drill down on the process and its impact

Session Chair
Jodi A. Simala, Mayer Brown LLP, Chicago

Daniel L. Goelzer, Baker & McKenzie LLP, Washington, DC
Jonathan R. Guthart, Co-Partner in Charge of the Practice Advisory/SEC Group, KPMG LLP, New York City
Kyle L. Moffatt, Acting Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC
Sharon A. Virag, Principal Member, Virag Associates LLC, Avon, CT

12:45–1 p.m. | Boxed Lunch Break

1–1:45 p.m. | Disruption in Legal Services: Where We Are and a Look Ahead*

During a time of unprecedented change in the legal industry, Forbes contributor, Mark Cohen will share his views on what’s causing it, where the marketplace is now, and what it’s likely to look like in the next decade.

Mark A. Cohen, CEO and Founder, Legalmosaic, Washington, DC

1:45–2 p.m. | Break

2–3 p.m. | What Would You Do? Being Ethical and Effective at the Negotiation Table*

Using a series of hypotheticals, the panel will describe negotiation experiences that raise ethical challenges. The audience will react and respond through electronic polling. Guidance and insight, referencing ABA Model Rules, will provide both ethical and effective strategies to manage the dilemma.

Session Chair
Lynn P. Cohn, Director, Center on Negotiation and Mediation, Northwestern Pritzker School of Law, Chicago

Thaddeus J. Malik, Paul Hastings LLP, Chicago
Ryan Morrison, Quarles & Brady LLP, Milwaukee, WI
J. Brett Pritchard, Locke Lord LLP, Chicago
Christopher J. Voss, K&L Gates, Chicago

3 p.m. | Program Concludes


* Session has been submitted for Illinois Professional Responsibility credit.