Access Restricted to Northwestern Law Community
Schedule
37th Annual Securities Regulation Institute
January 20 – 22, 2010 • Hotel del Coronado, Coronado, CA
Home | Register Online | Brochure | Schedule | Information | Hotel Accommodations | Executive Committee and Advisory Board
Prefer to mail or fax in your registration? Click here.
Overview
Viewed as one of the top securities conferences in the country for 36 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 2009 included Linda Chatman Thomsen, Shelley E. Parratt, Brian V. Breheny, Andrew J. Donohue, Thomas J. Kim, and Wayne Carnall.
CLE Credit
The Securities Regulation Institute is annually accredited in most states with mandatory CLE. Attendees typically can earn 18 credits or more including 1.5 ethics credits.
Wednesday, January 20, 2010
7:30 a.m.
Registration, Continental Breakfast
8:45–9 a.m.
Welcome and Overview
David E. Van Zandt, Dean, Northwestern University School of Law, Chicago
John W. White, Institute Chair, Cravath, Swaine & Moore LLP, New York City
9–10:30 a.m
Regulatory Reform and Regulation of Financial Institutions in 2010
- How will our existing regulatory structure be transformed?
- What will be the role of international organizations such as the IMF and the Financial Stability Board going forward?
- In the new regulatory structure, how will the following be regulated and by whom? –Hedge funds and private equity funds
–Credit rating agencies
–Short selling
–Derivative products
–Investment advisors
Session Chair
Edward F. Greene, Cleary Gottlieb Steen & Hamilton LLP, New York City
Panelists
David M. Becker, General Counsel, SEC, Washington, D.C.
Henry T. C. Hu, Director, Division of Risk, Strategy, and Financial Innovation, SEC, Washington, D.C.
Richard G. Ketchum, Chief Executive Officer, FINRA, Washington, D.C.
10:30–10:45 a.m.
Break
10:45 a.m.–12:15 p.m.
Getting Practical: The Specifics of Corporate Risk Management in Today's Times
- Risks to be managed
- Assessment and mitigation techniques
- Organizing management's efforts
- Board involvement: responsibility, education, and organization
- Role of the general counsel and outside counsel
- Accounting and disclosure implications
- 10 best practices
Session Chair
Thomas A. Cole, Sidley Austin LLP, Chicago
Panelists
Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP, New York City
Mark R. Hutchins, KPMG LLP, Los Angeles
Louise M. Parent, Executive Vice President and General Counsel, American Express Company, New York City
12:15–1 p.m.
Luncheon
1–1:30 p.m.
Alan B. Levenson Keynote Address - Mary L. Schapiro, Chairman, United States Securities and Exchange Commission
1:30–3:10 p.m.
The Changing World of Director Elections and Proxy Access
- Board accountability and the SEC's current focus
- Proxy access – what's next?
- Changes in the voting booth – impact of revised Rule 452, E-Proxy, and the internet
- SEC to address proxy and other voting issues
- Federalization of corporate governance
- Expanding "say-on-pay"
- Responding to activists
- Shareholder proposals in 2010
Session Chair
John W. White
Panelists
Michael R. McAlevey, Vice President and Chief Corporate, Securities and Finance Counsel, General Electric Company, Fairfield, Connecticut
Ann Yerger, Executive Director, Council of Institutional Investors, Washington, D.C.
Elisse B. Walter, Commissioner, SEC, Washington, D.C.
John F. Olson, Gibson, Dunn & Crutcher LLP, Washington, D.C.
Chris Young, Director, Financial Research and Analysis, Riskmetrics Group, Rockville, Maryland
3:10–3:30 p.m.
Break
3:30–5 p.m.
Practical Implications: Proxy Disclosure for 2010 – What to Focus on Now!
- Board structure and director qualifications
- Practical disclosure changes in light of evolving director elections
- Disclosing risk oversight and risk management
- Executive compensation disclosure in a "say-on-pay" world
- Potential new executive compensation disclosures – risk management and its intersection with compensation incentives
- Other SEC focal points for disclosure in 2010 proxies
– compensation consultants
– other new requirements
Session Co-Chairs
Meredith B. Cross, Director, Division of Corporation Finance, SEC, Washington, D.C.
David M. Lynn, Morrison & Foerster LLP, Washington, D.C.
Panelists
Lydia I. Beebe, Corporate Secretary and Chief Governance Officer, Chevron Corporation, San Ramon, California
Mark Borges, Principal, Compensia, Inc., San Francisco
Alan L. Dye, Hogan & Hartson LLP, Washington, D.C.
5–6:30 p.m.
Reception
Thursday, January 21
7:30 a.m.
Continental breakfast
8–9 a.m.
SEC Senior Staff Q&A Workshops
Two concurrent sessions:
A) Division of Enforcement
Robert Khuzami, Director
Office of the General Counsel
David Becker, General Counsel
B) Division of Investment Management
Andrew J. Donohue, Director
9–9:15 a.m.
Break
9:15–10:45 a.m.
Government Enforcement Update and Issues
- "Fast and furious" enforcement addresses the meltdown
- How to make the regulators listen
- Internal investigations and company defenses
- Juggling multiple regulators
- Current government attitude and approach to corporate cooperation and liability
- Representing individuals
- FCPA and other multinational investigations
Session Chair
Mary Jo White, Debevoise & Plimpton LLP, New York City
Panelists
Linda Chatman Thomsen, Davis Polk & Wardwell, LLP Washington, D.C.
Robert Khuzami, Director, Division of Enforcement, SEC, Washington, D.C.
Lanny A. Breuer, Assistant Attorney General, Criminal Division, U.S. Department of Justice, Washington, D.C.
Richard H. Walker, Managing Director and General Counsel, Deutsche Bank AG, New York City
10:45–11 a.m.
Break
11–12:30 p.m.
Avoiding the Corporate Lawyer's Own Nightmare: Ethical and Liability Landmines
Session Co-Chairs
Dixie L. Johnson, Fried, Frank, Harris, Shriver & Jacobson LLP, Washington, D.C.
E. Norman Veasey, Weil, Gotshal & Manges LLP, New York City
Panelists
Colleen P. Mahoney, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C.
Daniel Cooperman, Former General Counsel, Apple Inc. and Oracle Corporation
A. Gilchrist Sparks III, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware
12:30–2 p.m.
Lunch with the Faculty – NEW for 2010!
Join members of the Institute Faculty who will be hosting individual luncheon tables for informal roundtable discussions.
Each table of ten will allow for a unique opportunity to discuss, deliberate, and debate with faculty on selected topics of current interest.
Partipants may sign up during check-in for the table and topic of their choice.
2–3:30 p.m.
M&A Trends and Developments
- Delaware/judicial developments of interest to M&A practitioners
- Addressing antitrust risks in a challenging regulatory climate
- Trends in negotiating: – MAEs
- Addressing deal financing risks in an uncertain credit environment
– break-up fees
– sandbagging clauses
– non-reliance provisions
– board recommendation covenants
Session Chair
Richard E. Climan, Dewey & LeBoeuf LLP, East Palo Alto, California
Panelists
Brian J. McCarthy, Skadden, Arps, Slate, Meagher & Flom LLP, Los Angeles
Faiza J. Saeed, Cravath, Swaine & Moore LLP, New York City
Leo E. Strine Jr., Vice Chancellor, Delaware Court of Chancery, Wilmington, Delaware
Patricia A. Vlahakis, Wachtell, Lipton, Rosen & Katz, New York City
3:30–4 p.m.
Break – Ice Cream Social
4–5:30 p.m.
Capital Transactions in 2010
- State of the venture and IPO markets
- SEC and legislative developments impacting the capital markets
- The SEC Comment Process in 2009–2010 areas of focus
- Trends and legal developments in public and private financing: – Rule 44 amendments
- Update on foreign capital markets activity
– listing standard changes
– use of corporate web sites
– integration
– gun-jumping
Session Chair
Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, Palo Alto, California
Panelists
Brian V. Breheny, Deputy Director, Division of Corporation Finance, SEC, Washington, D.C.
Bruce K. Dallas, Davis Polk & Wardwell LLP, Menlo Park, California
Stephen M. Graham, Fenwick & West LLP, Seattle
Cristina M. Morgan, Vice Chairman, J.P. Morgan, San Francisco
5:30–7 p.m.
Reception with Institute Faculty
Friday, January 22
7:30 a.m.
Continental breakfast
8–9 a.m.
SEC Senior Staff Q&A Workshops
Two concurrent sessions:
A) Division of Corporation Finance
Meredith B. Cross, Director
Brian V. Breheny, Deputy Director
Shelley E. Parratt, Deputy Director
B) Trading and Markets
Daniel M. Gallagher, Co-Acting Director
9–9:15 a.m.
Break
9:15–10:30 a.m.
Practical Accounting and Disclosure Issues for Securities Lawyers
- Fair value accounting and disclosure
- Contingencies and FAS 5 (ASC 450.20)
- Impairment
- Transferred assets and consolidation
- Revenue recognition
- IFRS and convergence – what's next?
- Liquidity (and other MD&A disclosure issues)
- Navigating the Corp Fin's review process
- Providing guidance and "missing the quarter"
Session Chair
John J. Huber, Latham & Watkins LLP, Washington, D.C.
Panelists
Linda L. Griggs, Morgan Lewis & Bockius LLP, Washington, D.C.
Teresa E. Iannaconi, KPMG LLP, New York City
James L. Kroeker, Chief Accountant, Office of Chief Accountant, SEC, Washington, D.C.
Shelley E. Parratt, Deputy Director, Division of Corporation Finance, SEC, Washington, D.C.
10:30–10:45 a.m.
Break
10:45 a.m.–Noon
Federal and State Judicial Developments
- Delaware law developments
–Business judgment rule still stands – Citi - Federal securities cases
- ADR/mediation and resolution of securities litigation
- The PCAOB (and SOX)
Session Chair
Myron T. Steele, Chief Justice, Delaware Supreme Court, Wilmington, Delaware
Panelists
Brian Cartwright, Latham & Watkins LLP, Senior Fellow, Arthur and Toni Rembe Rock Center for Corporate Governance, Stanford University
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.
Noon–12:30 p.m.
Box Lunch Break
12:30–1:45 p.m.
Everything You Always Wanted to Know about Securities Law but Were Never Given the Chance to Ask...
Session Chair
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.
Panelists
Brian V. Breheny
Sharon J. Hendricks, Gunderson Dettmer, Redwood City, California
Keith F. Higgins, Ropes & Gray LLP, Boston
Stanley Keller, Edwards Angell Palmer & Dodge LLP, Boston
1:45 p.m.
Program Concludes
