41st Annual Securities Regulation Institute
January 27 – 29, 2014 (new Monday–Wednesday format) • Hotel del Coronado, Coronado, CA

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 27, 2014

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

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

Speaker: Mary Jo White, Chair, SEC, Washington, D.C.

9:45–10 a.m.

10–11:15 a.m
IPOs and Other Registered Offerings

  • Perspectives on the capital markets in 2013, outlook for 2014
  • SEC priorities and areas of focus, practice implications
  • The JOBS Act in practice; what's working?
  • Securities law challenges and recurring scenarios; practical advice for issuers' and underwriters' counsel

Session Chair
Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, Palo Alto, California

David J. Chen, Managing Director, Morgan Stanley, San Francisco
Gordon K. Davidson, Fenwick & West LLP, Mountain View, California
Alan F. Denenberg, Davis Polk & Wardwell LLP, Menlo Park, California
Keith F. Higgins, Director, Division of Corporation Finance, SEC, Washington, D.C.

11:15–11:30 a.m.

11:30 a.m.–12:45 p.m.
JOBS Act – Impact on "Quasi–Public" Companies

  • What are the new capital–raising opportunities and related pitfalls?
  • Are crowdfunding and an expanded Reg A on the near–horizon?
  • How will quasi-public companies deal with the challenges of having a larger and diversified shareholder base?
  • How will the new paradigm of optional '34 Act registration affect the way we advise clients?

Session Chair
Stanley Keller, Edwards Wildman Palmer LLP, Boston

Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP, New York City
Jonathan A. Ingram, Acting Chief Counsel, Division of Corporation Finance, SEC, Washington, D.C.
Annemarie Tierney, Executive Vice President – Legal, General Counsel and Corporate Secretary, SecondMarket, Inc., New York City

12:45–2 p.m.

2–3:30 p.m.
M&A Trends & Developments

  • State of play in the M&A marketplace in 2013–14
  • Deal jumping tactics
  • How to draft and negotiate an effective non–reliance clause
  • Entire fairness: When does it apply and how tough a standard is it to meet?
  • Legislative developments: new section 251(h) of the DGCL
  • Binding agreements to negotiate in good faith
  • Allocating antitrust risks in M&A transactions

Session Chair
Richard E. Climan

Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware
Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP, New York City
Alison S. Ressler, Sullivan & Cromwell LLP, Los Angeles

3:30–3:45 p.m.

3:45–5:15 p.m.
Key Disclosure Issues for 2014

  • Impact of social media on form and content of disclosure
  • Compensation and governance disclosure: What's new for 2014?
  • Areas of staff focus for 2014 reviews
  • Specialized disclosures: First conflict minerals reports, then Iran–related disclosures – any more to come?
  • Other hot disclosure topics for 2014 reporting season

Session Chair
Meredith B. Cross, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C

Mark Kronforst, Associate Director and Chief Accountant, Division of Corporation Finance, SEC, Washington, D.C.
David M. Lynn, Morrison & Foerster LLP, Washington, D.C.
Stephanie D. Marks, Senior Vice President, Securities Law and Corporate Secretary, Discovery Communications, Inc., Silver Spring, Maryland
Christopher Walther, Chief Legal Officer, Activision Blizzard, Inc., Santa Monica, California

5:15 p.m.
Sponsored by MacKenzie Partners, Inc.

Tuesday, January 28, 2014

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
Jonathan A. Ingram, Acting Chief Counsel
Mark Kronforst, Associate Director and Chief Accountant

9–9:15 a.m.

9:15–10:45 a.m.
Understanding What's Going on with the Numbers: Accounting and Auditing Developments for 2014

  • Current financial reporting trends: EGCs, non–GAAP measures, contingencies disclosures
  • "Hot spots" in SEC accounting reviews
  • The brave new world of revenue recognition
  • Upcoming changes to the auditors' reporting model: Why and how it matters to shareholders, directors, and management
  • Other auditing developments to watch

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

Jeanette M. Franzel, Member, PCAOB, Washington, D.C.
Michael J. Gallagher, Managing Partner, Assurance Quality & Transformation, PricewaterhouseCoopers LLP, New York City
Michele J. Hooper, President and CEO, The Directors' Council and Audit Committee Chair, PPG Industries, Inc., Wilmette, Illinois
Daniel Murdock, Deputy Chief Accountant, Office of the Chief Accountant, SEC, Washington, D.C.

10:45–11 a.m.

11 a.m.–12:30 p.m.
Corporate Governance, Shareholder Activism, and the Future of Corporate Boards

  • What is "good" corporate governance and what should boards of directors aspire to?
  • What is the difference between social activism and economic activism?
  • Understanding what economic activists look for and how not to be a target
  • What to do when an activist shows up

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

Daniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc. New York City
Thomas A. Cole, Sidley Austin LLP, Chicago
Joele Frank, Managing Partner, Joele Frank, Wilkinson Brimmer Katcher, New York City
Robert McCormick, Chief Policy Officer, Glass Lewis & Co., San Francisco

12:30–1:45 p.m.

1:45–2 p.m.

2–3 p.m.
Frequently Asked Questions
Current and former SEC staff members answer 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, Morrison & Foerster LLP, Washington, D.C.

Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C.
Keir D. Gumbs, Covington & Burling LLP, Washington, D.C.
Shelley E. Parratt, Deputy Director, Division of Corporation Finance, SEC, Washington, D.C.

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

3:30–5 p.m.
Enforcement and Criminal Investigations

  • New enforcement priorities and approaches
  • The new "sometimes admit, no deny" policy
  • Choosing not to settle: Litigation options
  • When you're the "task" in task force: Strategies when your conduct is an express government enforcement priority
  • Increasingly aggressive enforcement: appropriate or overkill?
  • Coordinated investigations among global regulators
  • FCPA: Ripe for alternative dispositions?

Session Chair
Robert S. Khuzami, Kirkland & Ellis LLP, Washington, D.C.

Bradford A. Berenson, Vice President and Senior Counsel for Litigation and Legal Policy, General Electric Company, Fairfield, Connecticut
Andrew Ceresney, Co–Director, Division of Enforcement, SEC, Washington, D.C.
Lorin L. Reisner, Chief of the Criminal Division, U.S. Attorney's Office, Southern District of New York, New York City
Richard H. Walker, General Counsel, Member of the Group Executive Committee, Deutsche Bank AG, New York City

5 p.m.
Sponsored by Winston & Strawn LLP

Wednesday, January 29, 2014

7:30 a.m.
Continental breakfast

8–9 a.m.
Updates from SEC Senior Staff
Division of Enforcement and Office of the General Counsel

Andrew Ceresney, Co–Director, Division of Enforcement
Anne K. Small, General Counsel

9–9:15 a.m.

9:15–10:45 a.m.
Civil Litigation

  • "Choosing" where to litigate a merger class action and dealing with forum selection clauses
  • Class certification issues in federal securities class actions post–Amgen
  • When do deals get enjoined? Litigating preliminary injunction applications in merger cases
  • Summary judgement? Trial? What happens when a securities case goes the distance?

Session Chair
Lynn K. Neuner, Simpson Thacher & Bartlett LLP, New York City

Mark Lebovitch, Bernstein Litowitz Berger & Grossmann LLP, New York City
James P. Smith III, Winston & Strawn LLP, New York City
Myron T. Steele, former Chief Justice, Delaware Supreme Court, Dover, Delaware
Jessica Zeldin, Rosenthal, Monhait and Goddess, P.A., Wilmington, Delaware

10:45–11 a.m.

11 a.m.–12:30 p.m.
Current Ethical Challenges for Inside and Outside Counsel

  • Challenges when acting as advisers to management
  • Challenges when acting as advisers to the board and its committees (including special committees)
  • Perils for legal advisers in the mixed capital market of private, public and quasi–public deals and issuers
  • Perils for the inside lawyer who has additional management responsibilities
  • Issues when a lawyer speaks for the company
  • Best practices to avoid liability (or embarrassment)

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

Dorian Daley, Senior Vice President, General Counsel and Secretary, Oracle Corporation, Redwood Shores, California
Dixie L. Johnson, King & Spalding LLP, Washington, D.C.

12:30–12:45 p.m.
Box Lunch Break

12:45–2 p.m.
Two concurrent sessions

Session 1: Everything You Always Wanted to Know about Securities Law but Were Never Given the Chance to Ask...

Session Chair
Thomas J. Kim, Sidley Austin LLP, Washington, D.C.

Keir D. Gumbs
Jonathan A. Ingram
Ellen J. Odoner, Weil, Gotshal & Manges LLP, New York City

Session 2: Private Company M&A: An Exploration of Current Hot Spots and Special Issues

  • Use of letters of intent
  • Tension between diligence and the scope of representations and warranties; special diligence issues
  • Indemnification: Where the dollars can be won and lost
  • Earn–outs: A brief word on closing valuation gaps
  • Post–closing management issues

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

Rhonda S. Meyer, Senior Vice President, Legal Counsel, Qualcomm Incorporated, San Diego
Jennifer S. Perkins, Latham & Watkins LLP, New York City
Mary Ann Todd, Munger, Tolles & Olson LLP, Los Angeles

2 p.m.
Program Concludes