Sessions will take place in the Grand Ballroom at the Hotel del Coronado, 1500 Orange Avenue, Coronado, CA.
Session times are subject to change.

Monday, January 23, 2017

7:45 a.m. - Registration and Continental Breakfast

8:45-9 a.m. - Welcome and Overview

Daniel B. Rodriguez, Dean and Harold Washington Professor, Northwestern Pritzker School of Law, Chicago
Steven E. Bochner, Institute Chair, Wilson Sonsini Goodrich & Rosati, Palo Alto, California

9-9:45 a.m. - Alan B. Levenson Keynote Address

Mary Jo White, Chair, Securities and Exchange Commission, Washington, DC

9:45-10 a.m. - Break

10-11:30 a.m - A Practical Workshop on Preparing for and Executing an IPO

Our expert panelists will work through a series of hypotheticals examining a company's journey from late-stage private through IPO and beyond. Specific elements will include:
  • Private financing for late stage private companies
  • Secondary trading and liquidity for private companies
  • Testing the waters and roadshows in practice
  • Governance structures for newly public companies
  • Contemporaneous public and private offering
  • Issues in the transition to being a public company

Session Chair
Gordon K. Davidson, Fenwick & West LLP, Mountain View, California

Alan F. Denenberg, Davis Polk & Wardwell LLP, Menlo Park, CA
David R. Fredrickson, Associate Director (Chief Counsel), Division of Corporation Finance, SEC, Washington, DC
Todd Hamblet, Senior Legal Director, Corporate, Uber Technologies, Inc., San Francisco
Annemarie Tierney, VP, Head of Strategy and New Markets, NASDAQ Private Market, New York City

11:30-11:45 a.m. - Break

11:45 a.m.-1 p.m. - Earnings Releases, Guidance, and Other Investor Communications

  • Impact of the SEC on non-GAAP financial measures interpretations
  • New methods of dissemination of earnings information
  • Best practices for earnings releases, earnings calls and investor presentations
  • Handling the pre-release of earnings and other market-moving information
  • Making the most of communications with investors

Session Co-Chairs
Meredith B. Cross, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, DC
David M. Lynn, Morrison & Foerster LLP, Washington, DC

Jeffrey A. Brown, Corporate Secretary, Activision Blizzard, Inc., Santa Monica, CA
Allison Berry Spinner, Wilson Sonsini Goodrich & Rosati, Palo Alto, CA

1-1:45 p.m. - Luncheon

1:45-2:30 p.m. - A Conversation with Chief Justice Strine

The Honorable Leo E. Strine Jr., Chief Justice, Delaware Supreme Court, Wilmington, Delaware

2:30-4 p.m. - Evolution of Shareholder Activism in 2017

  • Corporate governance, securities law and other legal and practical considerations for dealing with large shareholders
  • Classic activism – most recent developments
  • Living with an activist's director now serving on your board
  • Shareholder activism: intentional and unintentional

Session Chair
David A. Katz, Wachtell, Lipton, Rosen & Katz, New York City

Michele M. Anderson, Associate Director (Legal), Division of Corporation Finance, SEC, Washington, DC
William D. Anderson Jr., Senior Managing Director, Evercore Group L.L.C., New York City
Joele Frank, Managing Partner, Joele Frank, Wilkinson Brimmer Katcher, New York City

4-4:15 p.m. - Break

4:15-5:15 p.m. - Judicial and Legislative Developments

  • Appraisal litigation
  • Stockholder litigation including settlement and the effect of transaction approval
  • Developments in securities fraud litigation
  • Anticipated post-election securities legislation
  • The SEC in transition

Session Chair
Gregory P. Williams, Richards, Layton & Finger, PA, Wilmington, DE

Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP, New York City
John C. Dwyer, Cooley LLP, Palo Alto, CA
Jill E. Fisch, Perry Golkin Professor of Law; Co-Director, Institute for Law and Economics, University of Pennsylvania Law School, Philadelphia
Myron T. Steele, Potter Anderson & Corroon LLP, Wilmington, Delaware

5:15 p.m. - Reception

Sponsored by:

Winston & Strawn LLP

Tuesday, January 24, 2017

7:30 a.m. - Continental breakfast

8-9 a.m. - Updates from SEC Senior Staff - Division of Corporation Finance

Keith F. Higgins, Director
Shelley E. Parratt, Deputy Director (Disclosure Operations)
Michele M. Anderson, Associate Director (Legal)
Mark Kronforst, Associate Director (Chief Accountant)

Steven E. Bochner

9-9:15 a.m. - Break

9:15-10:45 a.m. - Recurring Disclosure Challenges

  • Disclosing the unanticipated and materially adverse development
  • Whether/when/how to update the prospectus
  • Disclosing known trends and uncertainties in MD&A
  • "Issues" with executive officers and directors
  • Developments in litigation and government investigations
  • Company sustainability reports

Session Chair
Thomas J. Kim, Sidley Austin LLP, Washington, DC

Alexander F. Cohen, Latham & Watkins LLP, Washington, DC
Catherine T. Dixon, Weil, Gotshal & Manges LLP, Washington, DC
Michael L. Hermsen, Mayer Brown LLP, Chicago

10:45-11 a.m. - Break

11 a.m.-12:15 p.m. - Planning for Successful Annual Meetings in 2017 – Weighing Crucial Legal, Regulatory and Governance Developments

  • Trends and expectations in shareholder proposals and other shareholder initiatives
  • Other proxy season developments to watch – say on pay votes
  • Proxy access – where do things stand now?
  • Conducting annual meetings – scripts, virtual meetings, dealing with disruptions and best practices

Session Chair
Keir D. Gumbs, Covington & Burling LLP, Washington, DC

David R. Fredrickson
Linda E. Rappaport, Shearman & Sterling LLP, New York City
Anne Sheehan, Director of Corporate Governance, California State Teachers' Retirement System (CalSTRS), West Sacramento, CA

12:15-1:30 p.m. - Luncheon

1:30-3 p.m. - Getting Practical on Accounting and Auditing in 2017

  • New non-GAAP guidance: What the SEC is looking for and how to respond from the preparer, audit committee and auditor perspectives
  • SEC comments to expect in 2017 in the accounting and financial reporting arena
  • Leading accounting issues in IPOs today
  • Preparing for new accounting standards: revenue recognition, leasing, financial instruments, going concern
  • Correction of errors: things lawyers need to know
  • Internal controls: still a critical focal point for audit committees, preparers and auditors

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

Wesley R. Bricker, Interim Chief Accountant, Office of the Chief Accountant, SEC, Washington, DC
Loretta V. Cangialosi, Senior Vice President and Controller, Pfizer Inc., New York City
Michael J. Gallagher, Managing Partner, Assurance Quality, PricewaterhouseCoopers LLP, New York City
Mark Kronforst

3-3:30 p.m. - Houlihan Lokey Ice Cream Social

3:30-5 p.m. - Hot Topics in Mergers & Acquisitions

  • Stateof the M&A marketplace
  • Lessons from deals that cratered in 2016
  • Fiduciary litigation in Delaware, one year after Trulia
  • Negotiating consequential damages waivers in private company acquisitions
  • Directors' fiduciary duties in selling a private company: How should directors behave in a world without investment bankers, fairness opinions or post-signing market checks?
  • Drafting 'change of control' definitions in light of Foresight Energy
  • Tracking the explosive increase in inbound M&A from China, including related regulatory, financing and other challenges

Session Chair
Richard E. Climan, Weil, Gotshal & Manges LLP, Silicon Valley, California

Andre G. Bouchard, Chancellor, Delaware Court of Chancery, Wilmington, DE
R. Scott Falk, Kirkland & Ellis LLP, Chicago
Alison S. Ressler, Sullivan & Cromwell LLP, Los Angeles

Wednesday, January 25, 2017

7:30 a.m. - Continental breakfast

8-9:15 a.m. - Updates from SEC Senior Staff - Division of Enforcement

Stephanie Avakian, Deputy Director, Division of Enforcement

Richard H. Walker, Former General Counsel, Deutche Bank AG, New York City

9-9:15 a.m. - Break

9:15-10:45 a.m. - Real Life Issues Facing Counsel: The Road to Enforcement is Often Paved with Good Intentions

This playlet will walk through ordinary course disclosure and related issues with current enforcement risk, such as issues relating to how officers/directors and employees are paid and manage their holdings, as well as issues associated with earnings, earnings guidance, managing earnings and more. Specific elements will include:

  • Stock plan disclosures and the Rule 701 sweep
  • Rule 10b5-1 plan issues, donating shares to charity, trading windows
  • Communicating and revising guidance, managing earnings to meet guidance
  • CEO health issues, officer and director departures, and adverse developments in SEC/regulatory investigations and civil litigations

Session Chair
Colleen P. Mahoney, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, DC

Stephanie Avakian
Steven E. Bochner
Marc J. Fagel, Gibson, Dunn & Crutcher LLP, San Francisco
Linda Chatman Thomsen, Davis Polk & Wardwell LLP, Washington, DC

10:45-11 a.m. - Break

11 a.m.-12:30 p.m. - When Disclosure Issues Become Ethical Issues

  • Who is the client when views differ on public company disclosure – and can they rely on counsel in those circumstances?
  • Representing private equity clients: What ethical issues should lawyers watch out for?
  • When what, and how should companies and their lawyers tell auditors about pending investigations?
  • Understanding how whistleblowers complicate disclosure decisions – and how to make the right calls

Session Chair
Dixie L. Johnson, King & Spalding LLP, Washington, DC

Stanley Keller, Locke Lord LLP, Boston
Jeff Rosenblum, Deputy General Counsel, SEC, Washington, DC

12:30-12:45 p.m. - Boxed Lunch Break

12:45-1:45 p.m. - Everything You Always Wanted to Know About Securities Law but Were Never Given the Chance to Ask...

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

Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, DC
Lillian Brown, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, DC
Dennis O. Garris, Alston & Bird LLP, Washington, DC
Keith F. Higgins

1:45 p.m. - Program Concludes