Schedule

39th Annual Securities Regulation Institute
January 18 – 20, 2012 • Hotel del Coronado, Coronado, CA

Sessions will take place in the Grand Ballroom at the Hotel del Coronado, 1500 Orange Avenue, Coronado, CA.
Locations for additional break-out sessions will be posted on-site. Session times are subject to change.

Wednesday, January 18, 2012

7:30 a.m.
Registration, Continental Breakfast

8:45–9 a.m.
Welcome and Overview

Daniel B. Rodriguez, Dean, Harold Washington Professor, Northwestern University School of Law, Chicago
Richard E. Climan, Institute Chair, Dewey & LeBoeuf LLP, East Palo Alto, California

9–10:20 a.m
Overview of the Current Capital Markets

Speaker
Tyler Dickson, Head of Global Capital Markets Origination, Citigroup, Inc., New York City

New Regulatory Environment
Panel Discussion

  • Impact of the new regulatory environment on major financial institutions
  • Have we adequately addressed the "too big to fail" concern?
  • What is the risk of regulatory arbitrage?

Session Chair
Edward F. Greene, Cleary Gottlieb Steen & Hamilton LLP, New York City

Panelists
H. Rodgin Cohen, Sullivan & Cromwell LLP, New York City
Annette L. Nazareth, Davis Polk & Wardwell LLP, Washington, D.C.

10:20–10:35 a.m.
Break

10:35 a.m.–12:25 p.m.
Planning for and Executing the IPO

  • Securities law issues facing the larger private company
  • Gun–jumping and other communications challenges for high profile IPOs
  • Designing the governance structure for the IPO candidate
  • Special considerations for private equity sponsors
  • SEC review priorities in IPOs – recurring issues

Session Co–Chairs
Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, Palo Alto, California
Keith F. Higgins, Ropes & Gray LLP, Boston

Panelists
Gordon K. Davidson, Fenwick & West LLP, Mountain View, California
Shelley E. Parratt, Deputy Director, Division of Corporation Finance, SEC, Washington, D.C.
Karyn Smith, Deputy General Counsel, Zynga Inc., San Francisco

12:25–1:15 p.m.
Luncheon

1:15–1:45 p.m.
Alan B. Levenson Keynote Address

David Weild, Senior Advisor, Capital Markets, Grant Thornton LLP, and Chairman and CEO, Capital Markets Advisory Partners, New York City

1:45–2:00 p.m.
Break

2:00–3:30 p.m.
Corporate Governance/Stockholder Activism

  • What is stockholder activism? Who are stockholder activists?
  • Activism at the ballot box: Is the bark louder than the bite?
  • The future of proxy access
  • Political spending disclosure
  • Say–on–pay: The influence of proxy advisory firms
  • Shareholder proposals and the role of the SEC
  • Improving the proxy voting process
  • Expectations for the 2012 proxy season

Session Chair
Lydia I. Beebe, Corporate Secretary and Chief Governance Officer, Chevron Corporation, San Ramon, California

Panelists
Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP, New York City
Meredith B. Cross, Director, Division of Corporation Finance, SEC, Washington, D.C.
Brett A. Pletcher, Senior Vice President and General Counsel, Gilead Sciences Inc., Foster City, California
Ann Yerger, Executive Director, Council of Institutional Investors, Washington, D.C.

3:30–3:45 p.m.
Break

3:45–4:30 p.m.
Executive Compensation

  • Best practices in executive compensation disclosure
  • Compensation committee member and adviser independence
  • Considerations for clawbacks
  • Effective compensation structures in a pay-forperformance world
  • The experience with say–on–golden parachute votes
  • SEC rulemaking on compensation-related disclosure under Dodd–Frank

Session Chair
David M. Lynn, Morrison & Foerster LLP, Washington, D.C.

Panelists
Stephen L. Brown, Director, Corporate Governance and Associate General Counsel, TIAA-CREF, New York City
Steven E. Hall, Managing Director, Steven Hall & Partners, New York City
Marie Oh Huber, Senior Vice President, General Counsel & Secretary, Agilent Technologies, Inc., Santa Clara, California

4:30–4:45 p.m.
Break

4:45–5:30 p.m.
The Ever–Expanding Role of the Disclosure Lawyer: Conflict Minerals, Resource Extraction, Cyber Attacks and More

  • Dealing with the new Dodd-Frank Act specialized disclosures including conflict minerals, resource extraction, and mine safety
  • Addressing the demand for more "hot topic" disclosures including climate change, cyber security, and more
  • Rethinking the use of non-GAAP disclosures
  • Handling unexpected disclosure events

Session Chair
Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C.

Panelists
Shelley E. Parratt
John G. Saia, Senior Counsel, McKesson Corporation, San Francisco
Janet B. Wright, Vice President, Corporate, Securities and Finance Counsel & Assistant Secretary, Dell Inc., Round Rock, Texas



Thursday, January 19, 2012

7:30 a.m.
Continental breakfast

8:00–9:00 a.m.
SEC Senior Staff Workshop
Division of Corporation Finance and Chief Accountant

Meredith B. Cross, Director
James L. Kroeker, Chief Accountant

Moderated by Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, Palo Alto, California

9:00–10:30 a.m.
Accounting & Auditing Updates

  • Complexities of IPO accounting
    • It's good to be a startup (if only you could ignore startup costs)
    • Gross v. net revenues: The lessons from Google live on
    • The landmine of auditor independence
  • Loss contingencies
    • Experiences with SEC comments
    • Will there be a new standard from FASB?
  • SEC reviews and comments on patent exclusivity and expiration
  • Audit firm rotation: Should your company change auditors once in a while? Should the PCAOB make you?
  • Rethinking the auditor's reporting model
  • IFRS, convergence projects, and international priorities

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

Panelists
Cynthia M. Fornelli, Executive Director, Center for Audit Quality, Washington, D.C.
Arnold C. Hanish, Vice President and Chief Accounting Officer, Eli Lilly & Company, Indianapolis
James L. Kroeker, Chief Accountant, SEC, Washington, D.C.
Robert J. Kueppers, Deputy CEO, Regulatory and Public Policy and Vice Chairman, Deloitte LLP, New York City

10:30–10:45 a.m.
Break

10:45 a.m.–12:15 p.m.
Ethical Considerations in an Era of Whistleblowers and Increased Government Investigations

  • Challenges for counsel under the SEC whistleblower rules
  • Minefields for in–house and outside counsel in government investigations
  • Who's your client when the going gets tough?

Session Co–Chairs
John F. Olson, Gibson, Dunn & Crutcher LLP, Washington, D.C.
Linda Chatman Thomsen, Davis Polk & Wardwell LLP, Washington, D.C.

Panelists
Dorian Daley, Senior Vice President, General Counsel and Secretary, Oracle Corporation, Redwood Shores, California
William T. Hassler, Steptoe & Johnson LLP, Washington, D.C.
Stanley Keller, Edwards Wildman Palmer LLP, Boston

12:15–1:15 p.m.
Lunch with the Faculty

Join members of the Institute Faculty who will be hosting individual luncheon tables for informal roundtable discussions. Each table will provide a unique opportunity to discuss, deliberate, and debate with faculty on selected topics of current interest.

Participating faculty and proposed topics are listed below. Participants may also sign up on-site as space permits.

Lydia Beebe – Open Discussion

Steve Bochner and Meredith Cross – Legislative, Regulatory and Market Developments Impacting Late Stage Private Companies

Brian Breheny and John Saia – Disclosure Challenges

Stephen Brown – Shareholder Issues: Proxy Season, Shareholder Relations, Shareholder Proposals

Jim Cheek and Leo Strine – Open Discussion

Rick Climan – Open Discussion, M&A

Marty Dunn and Dave Lynn – Open Discussion

Cynthia Fornelli and Bob Kueppers – What's Wrong with Financial Reporting Today

Mark Gerstein – Dealing with Hedge Fund Activism

Ed Greene – Open Discussion

Stan Keller – Open Discussion

Deborah Marshall – Venture Capital Financing Trends

Kate Mitchell – Venture Capital from a Practioner's Perspective & Update on Pending Bills Regarding IPOs

John Olson – Open Discussion

Shelley Parratt – Open Discussion, Corporation Finanance

Brett Pletcher – Open Discussion

David Ruder – Open Discussion

Karyn Smith and Lona Nallengara – Issues Facing Pre-Public Companies

Myron Steele – Open Discussion

Linda Thomsen – Rakoff and Beyond: Judicial Developments in Enforcement

Rosalind Tyson, Regional Director, SEC – SEC Enforcement

John White – Audit Committees in the Spotlight Again

Janet Wright – Open Discussion

1:15–1:30 p.m.
Break

1:30–3:00 p.m.
M&A Trends and Developments

  • The M&A marketplace in 2011–12 and the role of private equity buyers
  • Spotlight on investment banker conflicts
  • Recent Delaware and California judicial decisions, including Del Monte and Southern Peru Cooper
  • Issues in multi–forum M&A litigation
  • Allocating antitrust risks in negotiated M&A transactions
  • Negotiating trends in acquisitions of privately held companies

Session Chair
Richard E. Climan

Panelists
Brian J. McCarthy, Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles
Leo E. Strine Jr., Chancellor, Delaware Court of Chancery, Wilmington, Delaware
Patricia A. Vlahakis, Wachtell, Lipton, Rosen & Katz, New York City

3:00–3:30 p.m.
Break–Ice Cream Social
Sponsored by Houlihan Lokey

3:30–4:15 p.m. (two concurrent sessions)
Session 1: Pre–Public Companies

  • Venture capital and other financing alternatives for early– and late–stage pre–public companies
  • Securities law issues relating to employee equity awards

Session Chair
Deborah A. Marshall, Sidley Austin LLP, Palo Alto, California

Panelists
Paul 'Chip' L. Lion III, Morrison & Foerster LLP, Palo Alto, California
Kate Mitchell, Managing Director, Scale Venture Partners, Foster City, California
Lona Nallengara, Deputy Director, Division of Corporation Finance, SEC, Washington, D.C.

Session 2: Nuts & Bolts of Securities Transfers

  • How are shares held in the electronic world?
  • What does DTC actually do?
  • How do share transfers happen, and what is a DWAC?
  • Dealing with "restricted securities" in an electronic environment
  • Broker searches, obtaining NOBO lists, and the transfer agent's role in a proxy solicitation

Session Chair
Giovanni P. Prezioso, Cleary Gottlieb Steen & Hamilton LLP, Washington, D.C.

Panelist
Charles Rossi, Executive Vice President, Client Services, Computershare Investor Services, Canton, Massachusetts

4:15–4:30 p.m.
Break

4:30–5:15 p.m. (two concurrent sessions)
Session 1: Trials and Tribulations of a Small Public Company

  • SEC reporting hassles
  • Capital raising challenges
  • Possible strategic options including going private
  • Corporate governance challenges

Session Chair
Nancy H. Wojtas, Cooley LLP, Palo Alto, California

Panelists
Gianna M. Bosko, Senior Vice President, Chief Administrative Officer, General Counsel and Secretary, XenoPort, Inc., Santa Clara, California
Mark D. Gerstein, Latham & Watkins LLP, Chicago
Lona Nallengara

Session 2: Updating Corporate Governance and Disclosure Policies

  • Rethinking bylaws, governance guidelines, key corporate policies, and committee charters
  • Impact of social media and Dodd–Frank rulemaking
  • Drafting and approval process issues

Session Chair
James H. Cheek III, Bass, Berry & Sims PLC, Nashville, Tennessee

Panelists
Stephen L. Brown
A. Gilchrist Sparks III, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware

6:00–7:30 p.m.
Reception with Institute Faculty



Friday, January 20, 2012

7:30 a.m.
Continental breakfast

8–9 a.m.
SEC Senior Staff Workshop
Division of Enforcement

Robert Khuzami, Director

Moderated by Mary Jo White, Debevoise & Plimpton LLP, New York City

9–10:30 a.m.
Enforcement and Criminal Investigations

  • Enforcement risks for lawyers
  • Whistleblowers and their impact on compliance programs
  • The SEC's new enforcement tools: How are they working?
  • Enforcement highlights and trends

Session Chair
Mary Jo White

Panelists
Stephen M. Cutler, Executive Vice President and General Counsel, JPMorgan Chase & Co., New York City
Robert Khuzami
Debra Wong Yang, Gibson, Dunn & Crutcher LLP, Los Angeles

10:30–10:45 a.m.
Break

10:45 a.m.–12:15 p.m.
Federal and State Judicial Developments

  • Matrixx: Insights for companies speaking to the marketplace
  • Wal–Mart v. Dukes: How new Supreme Court spin on class certification affects securities cases
  • Central Mortgage: Is Delaware friendlier than the federal courts?
  • CML V v. Bax: In morass of alternative entities, what governs?
  • OPENLANE: Is Omnicare still viable?

Session Chair
Myron T. Steele, Chief Justice, Delaware Supreme Court, Dover, Delaware

Panelists
Stuart M. Grant, Grant & Eisenhofer P.A., Wilmington, Delaware
Donald C. Langevoort, Thomas Aquinas Reynolds Professor of Law, Georgetown University Law Center, Washington, D.C.
Shirli Fabbri Weiss, DLA Piper LLP (US), San Diego

12:15–12:45 p.m.
Box Lunch Break

12:45–2:15 p.m.
Everything You Always Wanted to Know about Securities Law but Were Never Given the Chance to Ask...

Session Chair
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.

Panelists
Sharon J. Hendricks, Gunderson Dettmer, Redwood City, California
David M. Lynn
Lona Nallengara

2:15 p.m.
Program Concludes