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Schedule
35th Annual Securities Regulation Institute
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Overview
Viewed as one of the top securities conferences in the country for 34 years, the Securities Regulation Institute provides corporate lawyers and corporate counsel with a timely look at developments in securities law.
The program is presented in part by senior SEC officials, allowing attorneys to hear from many of the regulators who are creating rules that govern their practice. SEC representatives for 2007 included Christopher Cox, John W. White, Linda Chatman Thomsen, Brian Cartwright, Shelley E. Parratt, Martin P. Dunn and Carol A. Stacey.
CLE Credit
The Securities Regulation Institute is annually accredited in most states with mandatory CLE. Attendees typically can earn 19 credits or more including 1.5 ethics credits.
Wednesday, January 23, 2008
7 a.m.
Registration, Continental Breakfast
8:50–9 a.m.
Welcome and Overview
David E. Van Zandt, Dean and Professor of Law, Northwestern University School of Law, Chicago
9–9:30 a.m.
Welcome and SEC Division of Corporation Finance Overview
John W. White, Institute Chair, Director, Division of Corporation Finance , United States Securities and Exchange Commission, Washington , D.C.
9:30–10:50 a.m
Desk Book for Counselors and General Counsel—Key Corporate Finance Issues
Executive Compensation and Key Disclosure Issues
- The SEC's report on the first year of new executive compensation disclosure rules
- Common mistakes and misperceptions
- Practical points for the upcoming proxy season
- Dealing with disclosure of targets
- Addressing individual performance of executive officers
Session Chair
Keith F. Higgins, Ropes & Gray LLP, Boston ; Chair of the Federal Regulation of Securities Committee, American Bar Association
Panelists
Shelley E. Parratt, Deputy Director, Division of Corporation Finance, United States Securities and Exchange Commission, Washington, D.C.
Andrew M. Paalborg, Vice President, Securities and Corporate Law, Starbucks Corp., Seattle
Scott P. Spector, Fenwick and West LLP, San Francisco
10:50–11:05 a.m.
Break
11:05 a.m.–Noon
Selected Hot Accounting Topics for Counsel
- Materiality in interim periods
- Qualitative factors in a materiality analysis
- Management Guidance and Audit Standard No.5 under 404
Session Chair
John J. Huber, Latham & Watkins LLP, Washington , D.C.
Panelists
Wayne Carnall, Chief Accountant, Division of Corporation Finance, SEC
H. Stephen Meisel, Assurance Partner and SEC Services Leader, PricewaterhouseCoopers LLP, Florham Park, New Jersey
Zoe-Vonna Palmrose, Deputy Chief Accountant, United States Securities and Exchange Commission, Washington, D.C.
Noon–12:45 p.m.
How to Work with the SEC Corporation Finance Staff—A “How-To” Session
- How to respond to comments
- Communicating with the staff
- Appealing staff decisions
- Impact of publication of comment letters on EDGAR and 10-K disclosure regarding unresolved comments
- Involvement of auditors and audit committees
- Practical guidance on responses to common staff comments
Session Chair
Meredith B. Cross, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.
Panelists
Vincent P. Colman, Assurance Partner and U.S. National Office Professional Practice Leader, PricewaterhouseCoopers LLP, Florham Park, New Jersey
Linda L. Griggs, Morgan Lewis & Bockius LLP, Washington , D.C.
Shelley E. Parratt, Deputy Director, Division of Corporation Finance, United States Securities and Exchange Commission, Washington, D.C.
12:45–2:15 p.m.
Luncheon
12:45–2:15 p.m.
Alan B. Levenson Keynote Address - David S. Ruder, William G. Gurley Memorial Professor of Law Emeritus, Northwestern University School of Law, Chicago
Capital Markets: One World Market
2:15–3:45 p.m.
U.S. Capital Market Developments
- Smaller public company initiatives
- Private offering initiatives
- PIPES and other financing strategies
- Current issues for IPO's
- New Products
- Derivative components
- Rule 144 changes
- 12(g) Relief for stock options
Session Chair
Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP, New York City
Panelists
Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, Palo Alto, California
Michael Wishart, Managing Director, High Technology Group, Goldman, Sachs & Co., San Francisco
3:45–4 p.m.
Break
4–5:15 p.m.
The Impact of International Trends and Developments
- Competitiveness of U.S. markets
- Offerings on AIM
- Preparing for the acceptance of IFRS without reconciliation to U.S. GAAP
- Will the SEC let U.S. issuers choose to use IFRS? Will they make the choice?
- Globalization of exchanges and mutual recognition
Session Chair
Edward F. Greene, General Counsel, Citigroup Corporate & Investment Banking, New York City
Panelists
Clayton Hale, Managing Director, Equity Capital Markets, Citigroup Global Markets, New York City
Ethiopis Tafara, Director, Office of International Affairs, United States Securities and Exchange Commission, Washington, D.C.
Mary B. Tokar, Seconded Partner KPMG IFRG Limited International Financial Reporting Group, London
John W. White, Director, Division of Corporation Finance, United States Securities and Exchange Commission, Washington, D.C.
5:15–6:30 p.m.
Reception sponsored by Aon Consulting
Thursday, January 24
7 a.m.
Continental breakfast
7:15–8:15 a.m.
SEC Senior Staff Q&A Workshops
Two concurrent sessions:
A) Division of Corporation Finance
Brian V. Breheny, Chief, Office of M&A
Wayne Cornall, Chief Accountant
Shelley E. Parratt, Deputy Director
John W. White, Director
B) Division of Investment Management
Andrew J. Donohue, Director
8:15–8:30 a.m.
Break
8:30–10 a.m.
The New Investment Climate
M&A Trends and Developments
- Ramifications of a volatile credit marketplace
- Private equity transactions and the impact of recent Delaware decisions—Netsmart, Lear, and Topps
- Negotiating trends—earn-outs and “sandbagging” provisions
- The resurgence of the friendly tender offer
Session Chair
Richard E. Climan, Cooley Godward Kronish LLP, Palo Alto , California
Panelists
Larry W. Sonsini, Wilson, Sonsini, Goodrich & Rosati, Palo Alto, California
Leo E. Strine Jr., Vice Chancellor, Delaware Court of Chancery, Wilmington, Delaware
Leigh Walton, Bass, Berry & Sims PLC, Nashville
10–10:15 a.m.
Break
10:15–11:45 a.m.
Hedge Funds in the M&A Environment
Hedge Funds as Stockholders
- Growth of hedge funds as investors
- Passive vs. active investors (HSR/13G/13D)
- Use of derivative positions
- Concentration of institutional/hedge fund ownership
- Counseling the Board—duties of directors to short-term investors Hedge Funds as Catalysts for Change
- Typical pressure points/tactics
- Short-slate proxy contests
- Campaigns to effect fundamental change
- Responses from companies Role of Hedge Funds in Contested M&A Transactions
- Hold-outs in merger votes
- Impact of arbitrage activity in contested auctions
- Other tactics/appraisal rights
Session Chairs
Brian J. McCarthy, Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles
Patricia A. Vlahakis, Wachtell, Lipton, Rosen & Katz, New York City
Panelists
Brian V. Breheny, Chief, Office of Mergers and Acquisitions, Division of Corporation Finance, United States Securities and Exchange Commission, Washington, D.C.
Joele Frank, Joele Frank, Wilkinson Brimmer Katcher, New York City
Peter C. Harkins, D.F. King & Co., Inc., New York City
Harvey L. Pitt, Chief Executive Officer, Kalorama Partners, Washington, D.C.
11:45 a.m.–12:15 p.m.
Lunch Break
12:15–1:45 p.m.
Everything You Always Wanted to Know about Securities Law but Were Never Given the Chance to Ask…
Session Chairs
John T. Bostelman, Sullivan & Cromwell LLP, New York City
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.
Panelists
Brian V. Breheny, Chief, Office of Mergers and Acquisitions, Division of Corporation Finance, United States Securities and Exchange Commission, Washington, D.C.
Meredith B. Cross, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.
Robert Evans, Shearman & Sterling LLP, New York City
1:45–2 p.m.
Break
2–3:30 p.m.
A Lawyer's Challenge in and out of the Boardroom
Corporate Governance Issues—Shareholder Power
- Shareholder access
- Dealing with a dissident or hedge fund directors
- Living with majority voting
- Dealing with ISS and a “no” recommendation
- Delaware Options Timing Cases
- Electronic proxies
- Empty voting and phantom shareholders
Session Chair
A. Gilchrist Sparks III, Morris, Nichols, Arsht & Tunnell LLP, Wilmington , Delaware
Panelists
Thomas A. Cole, Sidley Austin LLP, Chicago
Peter C. Harkins, D.F. King & Co., Inc., New York City
John F. Olson, Gibson, Dunn & Crutcher LLP, Washington, D.C.
Myron T. Steele, Chief Justice, Delaware Supreme Court, Wilmington, Delaware
3:30–4 p.m.
Break— Ice Cream Social
Sponsored by Wolters Kluwer Law & Business
4–5:30 p.m.
Ethics: The Tensions, Challenges and Professional Responsibilities of the Lawyer for the Corporation
Session Chair
E. Norman Veasey, Weil, Gotshal & Manges LLP, New York City
Panelists
James H. Cheek, Bass, Berry & Sims PLC, Nashville
Colleen P. Mahoney, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C.
Stacey J. Mobley, Senior Vice President, Chief Administrative Officer, and General Counsel, DuPont, Wilmington, Delaware
5:30–7 p.m.
Reception sponsored by KPMG LLP
Friday, January 25
7:15 a.m.
Continental breakfast
7:45–8:45 a.m.
SEC Senior Staff Q&A Workshops
Two concurrent sessions :
A) Division of Enforcement
Linda Chatman Thomsen, Director
Office of the General Counsel
Brian Cartwright, General Counsel
B) Division of Trading and Markets
Erik R. Sirri, Director
Office of International Affairs
Ethiopis Tafara, Director
8:45–9 a.m.
Break
9–10:30 a.m.
The Three to Watch: Regulators, Prosecutors, and the Plaintiff's Bar
Enforcement and Criminal Investigations
Executives Under Fire
- Are more corporate executives under individual scrutiny?
- Factors making criminal prosecutions of executives more likely
- Stock options, FCPA, insider trading and other trends
- Managing the corporation during a crisis of executive proportion
- Status of the corporation's attorney-client privilege
Session Chair
Dixie L. Johnson, Fried, Frank, Harris, Shriver & Jacobson LLP, Washington, D.C.
Panelists
Stephen M. Cutler, Executive Vice President and General Counsel, JPMorgan Chase & Co., New York City
Linda Chatman Thomsen, Director, Division of Enforcement, United States Securities and Exchange Commission, Washington, D.C.
Mary Jo White, Debevoise & Plimpton LLP, New York City
10:30–10:45 a.m.
Break
10:45 a.m.–Noon
Judicial Developments and Private Litigation
- “Scheme” liability for behind-the-scenes actors under Rule 10b-5
- Pleading issues after Tellabs and Dura
- Transnational securities class actions—foreign investors in U.S. courts
- Is there any room for the antitrust laws after Credit Suisse?
Session Chairs
James D. Cox, Brainerd Currie Professor of Law, Duke Law, Durham, North Carolina
Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Center, Washington , D.C.
Panelists
Brian Cartwright, General Counsel, United States Securities and Exchange Commission, Washington, D.C.
John P. (Sean) Coffey, Bernstein Litowitz Berger & Grossmann LLP, New York City
Giovanni P. Prezioso, Cleary Gottlieb Steen & Hamilton LLP, Washington, D.C.
Michael R. Young, Willkie Farr & Gallagher LLP, New York City
Program concludes at noon Friday.
