Schedule

40th Annual Securities Regulation Institute
January 23 – 25, 2013 • 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 23, 2013

7:45 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, Weil, Gotshal & Manges LLP, Silicon Valley, California

9–9:30 a.m
Overview of the Current Capital Markets

Speaker
David Erickson, Managing Director and Co–Head of Global Equity Capital Markets, Barclays Capital, New York City

9:30–10:45 a.m
Preparing for the 2013 IPO–Impact of the JOBS Act

Scaled disclosure and the IPO on–ramp
Confidential filings and SEC review process
Changes in research and investor communications rules and practices
Road shows, forecasts, and selective disclosure

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

Panelists
Dana G. Fleischman, Latham & Watkins LLP, New York City
Lona Nallengara, Acting Director, Division of Corporation Finance, SEC, Washington, D.C.
Thomas W. Yang, Managing Director and Associate General Counsel, Bank of America Merrill Lynch, New York City

10:45–11 a.m.
Break

11 a.m.–12:15 p.m.
The JOBS Act–Private Company Developments

What do the new opportunities mean for capital formation?
Rule 506 general solicitation: Are public private offerings the next new thing?
Regulation A+: Will it find a usable niche?
Crowdfunding: Will it become a real source of early-stage funding?
The new 12(g) threshold: What are the challenges and opportunities of dealing with public "non-public" companies?

Session Chair
Stanley Keller, Edwards Wildman Palmer LLP, Boston

Panelists
Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP, New York City
Vijaya Gadde, Corporate Counsel, Twitter, Inc., San Francisco
Josh Green, Partner, Mohr Davidow Ventures, Menlo Park, California
Thomas J. Kim, Chief Counsel and Associate Director, SEC, Washington, D.C.
Lona Nallengara

12:15–1 p.m.
Luncheon

1–1:30 p.m.
Alan B. Levenson Keynote Address

Speaker
Sheila Bair, Former Chair, FDIC and Senior Advisor, The Pew Charitable Trusts, Washington, D.C.

1:30–2 p.m.
Break

2–3:30 p.m.
M&A Trends and Developments

The M&A marketplace in 2012–13
Private equity buyers at a crossroads
Negotiating confidentiality agreements after Vulcan and RAA
Best practices for directors in selecting and retaining M&A bankers
Allocating antitrust risks in strategic acquisitions
Negotiating deal protection–which words matter?

Session Chair
Richard E. Climan

Panelists
Brian J. McCarthy, Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles
Alison S. Ressler, Sullivan & Cromwell LLP, Los Angeles
Leo E. Strine Jr., Chancellor, Delaware Court of Chancery, Wilmington, Delaware

3:30–3:45 p.m.
Break

3:45–5:15 p.m.
Federal and State Judicial Developments and Private Litigation

Multi–forum litigation: Impact of Pyott and recent trends
Anticipating Amgen
Citigroup settlement: The Second Circuit decision
Southern Peru: Implications for burden–shifting and fair price of loyalty cases
The new judicial scrutiny of investment banker conflicts and advice

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

Panelists
Jill E. Fisch, Perry Golkin Professor of Law; Co–Director, Institute for Law and Economics, University of Pennsylvania Law School, Philadelphia
Stuart M. Grant, Grant & Eisenhofer P.A., Wilmington, Delaware
Lynn K. Neuner, Simpson Thacher & Bartlett LLP, New York City
James P. Smith III, Winston & Strawn LLP, New York City

Thursday, January 24, 2013

7:30 a.m.
Continental breakfast

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

Thomas J. Kim, Chief Counsel and Associate Director
Lona Nallengara, Acting Director
Shelley E. Parratt, Deputy Director

9–9:15 a.m.
Break

9:15–10:45 a.m.
Accounting & Auditing Updates

Accounting for "emerging growth companies"–understanding the financial reporting impact of the JOBS Act
Hot topics for IPO accounting
Full speed ahead for the PCAOB: New requirements, guidance, and what you need to know
Loss contingencies: Still a hot topic
Challenges for convergence of IFRS and U.S. GAAP
Current hot spots in SEC accounting reviews

Panelists
Paul A. Beswick, Chief Accountant, SEC, Washington, D.C.
Jeanette M. Franzel, Board Member, PCAOB, Washington, D.C.
Michael J. Gallagher, Managing Partner, Assurance Quality & Transformation, PricewaterhouseCoopers LLP, New York City
Jamie S. Miller, Vice President, Controller and Chief Accounting Officer, General Electric Company, Fairfield, Connecticut

10:45–11 a.m.
Break

11 a.m.–12:30 p.m.
Current Issues in Corporate Governance and Stockholder Activism

The 2012 and 2013 proxy season: What was hot, what was not, and what can we expect?
Annual meetings and activism: Is the 2012 experience the new status quo?
Proxy access: Should we be concerned yet?
The state of say-on-pay at the ballot box and the courthouse
Activists and institutional investors: What do they really care about?
Good governance: What is it and who decides?
Stockholder engagement: Why, who, when, and how?

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

Panelists
Gloria Bowden, Associate General Counsel and Corporate Secretary, The Coca-Cola Company, Atlanta
David A. Katz, Wachtell, Lipton, Rosen & Katz, New York City
Lona Nallengara
Brandon Rees, Deputy Director of the Office of Investment, AFL-CIO, Washington, D.C.
Anne Sheehan, Director of Corporate Governance, California State Teachers' Retirement System (CalSTRS), Sacramento, California

12:30–1:30 p.m.
Lunch with the Faculty

Join members of the Institute Faculty who will be hosting individual luncheon tables for informal roundtable discussions.

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

Lydia Beebe – Nominating and Governance Committees, Annual Meetings, Corporate Best Practices

Brian Breheny – Specialized Disclosure Requirements: Conflict Minerals and Resource Extraction Payments

Rick Climan and Jim Smith – Open Discussion, M&A

Bruce Dallas – Conflict Minerals

Marty Dunn and Dave Lynn – Open Discussion

Jill Fisch and Alan Beller – Open Discussion

Jeannette Franzel and Stan Keller – PCAOB Developments

Stuart Grant and Mark Morton – Open Discussion

Keir Gumbs – Open Discussion

Keith Higgins – Open Discussion

David Katz – Open Discussion

Tom Kim – Open Discussion

Michele Layne, Regional Director, SEC – SEC Enforcement

Ann Mule and Carol Ward – Open Discussion

Lynn Neuner – How to Deal with Opt–outs in Larger Securities Class Action Suits

John Olson and Catherine Dixon – Open Discussion

Shelley Parratt – Corporation Finance

Brett Pletcher – Open Discussion

Dean Dan Rodriguez – Open Discussion

Leo Strine – Open Discussion

Leigh Walton – Open Discussion, M&A

1:30–1:45 p.m.
Break

1:45–3 p.m.
A Focus on China–The General Counsel Perspective

Session Chair
Brackett B. Denniston III, Senior Vice President and General Counsel, General Electric Company, Fairfield, Connecticut

Panelists
Charles J. Kalil, Executive Vice President, General Counsel and Corporate Secretary, The Dow Chemical Company, Midland, Michigan
Kim Rucker, Executive Vice President, Corporate & Legal Affairs, Kraft Foods North America, Northfield, Illinois
Richard H. Walker, Managing Director and General Counsel, Deutsche Bank AG, New York

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

3:30–4:30 p.m.
Frequently Asked Questions
Current and former SEC Staff answers common disclosure and interpretive questions

Exchange Act reporting
Registered and exempt capital raising
Disclosures regarding executive compensation and corporate governance

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

Panelists
Keir D. Gumbs, Covington & Burling LLP, Washington, D.C.
David M. Lynn, Morrison & Foerster LLP, Washington, D.C.
Shelley E. Parratt, Deputy Director, Division of Corporation Finance, SEC, Washington, D.C.

4:30–4:45 p.m.
Break

4:45–5:45 p.m. (two concurrent sessions)
Session 1: Acquisitions of Privately Held Companies

Key differences between private and public deals
Considerations in preliminary documents–exclusivity agreements and letters of intent
Alternative deal structures
Contingent consideration: Is your deal ripe for an earnout?
Fiduciary duties in a private company sale
Best practice approaches to key deal terms
Indemnification, successor liability, and survival of reps and warranties

Session Chair
Leigh Walton, Bass, Berry & Sims PLC, Nashville

Panelists
Scott M. Davies, Senior Securities, Governance & Corporate Transactions Counsel, Illumina Inc., San Diego
Sharon R. Flanagan, Sidley Austin LLP, San Francisco
Mark A. Morton, Potter Anderson & Corroon LLP, Wilmington, Delaware

Session 2: The Nuts and Bolts of Drafting your Proxy Statement and Preparing for your Annual Meeting

A panel of experts will go through their tried and true methods of what needs to get done and how best to do it, including drafting pointers and tips for ensuring your annual meeting will be a success.

Session Chair
Margaret M. Foran, Vice President, Chief Governance Officer and Corporate Secretary, Prudential Financial, Inc., Newark, New Jersey

Panelists
Katharine A. Martin, Wilson Sonsini Goodrich & Rosati, Palo Alto, California
Ann C. Mule, Associate Director, John L. Weinberg Center for Corporate Governance, University of Delaware, Newark, Deleware; former Chief Governance and Compliance Officer, Assistant General Counsel and Corporate Secretary for Sunoco, Inc., Philadelphia
Carol J. Ward, Vice President and Corporate Secretary, Mondelez International, Inc., Deerfield, Illinois

5:45 p.m.
Reception

Friday, January 25, 2013

7:30 a.m.
Continental breakfast

8–9 a.m.
SEC Senior Staff Workshop

Robert Khuzami, Division of Enforcement
Richard H. Walker

9–9:15 a.m.
Break

9:15–10:45 a.m.
Enforcement and Criminal Investigations

Enforcement trends, including insider trading and FCPA
Effectiveness of the SEC's whistleblower rules 18 months after adoption
New enforcement processes, including NPAs and DPAs
Settlement issues, including status of "neither admit nor deny" settlements
Factors sparking interest of criminal authorities
Challenges of U.S. regulation of foreign conduct, and foreign regulation of U.S. conduct

Session Chair
Richard H. Walker

Panelists
Robert Khuzami
Randall R. Lee, Wilmer Cutler Pickering Hale and Dorr, Los Angeles
Lorin L. Reisner, Chief of the Criminal Division, U.S. Attorney's Office for the Southern District of New York, New York City
Linda Chatman Thomsen, Davis Polk & Wardwell LLP, Washington, D.C.

10:45–11 a.m.
Break

11 a.m.–12:30 p.m.
Ethical Dilemmas for Disclosure Lawyers

Dicey disclosure issues for inside and outside counsel
Recent SEC and DOJ cases focusing on the role of lawyers in addressing disclosure issues
Impact of SEC reporting up, reporting out, and whistle blower rules
Who makes the final call on the tough issues? (Who's the client?)
Best practices to avoid disclosure disasters

Session Chair
John F. Olson, Gibson, Dunn & Crutcher LLP, Washington, D.C.

Panelists
Dixie L. Johnson, Fried, Frank, Harris, Shriver & Jacobson LLP, Washington, D.C.
Brett Pletcher, Senior Vice President and General Counsel, Gilead Sciences Inc., Foster City, California
Lynn Stout, Distinguished Professor of Corporate & Business Law, Cornell University Law School, Ithaca, New York

12:30–12:45 p.m.
Box Lunch Break

12:45–1:30 p.m.
Everything You Always Wanted to Know about Securities Law but Were Never Given the Chance to Ask...

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

Panelists
Bruce K. Dallas, Davis Polk & Wardwell LLP, Menlo Park, California
Catherine T. Dixon, Weil, Gotshal & Manges LLP, Washington, D.C.
Thomas J. Kim

1:30 p.m.
Program Concludes