The 2023 Garrett Institute is a two-day, in-person conference hosted by Northwestern Pritzker School of Law. All sessions are in Central Daylight Time. Session times and speakers are subject to change.

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Thursday, October 5, 2023

7:30 a.m. - Registration and Continental Breakfast

8:30–8:45 a.m. - Welcome and Overview

Hari Osofsky, Dean and Myra and James Bradwell Professor of Law, Northwestern Pritzker School of Law, Chicago
Amy Seidel, Institute Chair, Faegre Drinker Biddle & Reath LLP, Minneapolis

The first four sessions will leverage the same fact pattern about an environmental hazard and provide a discussion around ESG issues, present a mock argument, and examine fiduciary duties.

8:45–9:45 a.m. - ESG: Is Sustainability Sustainable?*

  • Board oversight
  • Best practices in disclosures and the SEC view
  • Counter-reaction
  • Managing the range of investor views

Session Chair
Jodi Simala, Mayer Brown LLP, Chicago

Lisa Boyd, Managing Director, Joele Frank, Wilkinson Brimmer Katcher, New York City
Brooke Clarkson, Foley & Lardner LLP, Washington, DC
Mellissa Campbell Duru, Deputy Director, Legal and Regulatory Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC
Michael Rispin, Director and Associate General Counsel, Sprout Social, Inc., Chicago

9:45–9:55 a.m. - Break

9:55–10:40 a.m. - Mock Argument: Board Oversight of ESG*

Vice Chancellor Lori W. Will, Delaware Court of Chancery, Wilmington, DE

Lisa Stark, K&L Gates LLP, Wilmington, DE

Kimberly Evans, Block & Leviton LLP, Wilmington, DE
Shannon German, Wilson Sonsini Goodrich & Rosati, Wilmington, DE

10:40–11:10 a.m. - A Conversation with the Honorable Vice Chancellor Will

Lisa Stark

11:10–11:25 a.m. - Break

11:25 a.m.–12:25 p.m. - Fiduciary Duties: What's Old is New Again*

  • Analyzing duties of officers
  • Officer exculpation
  • Board oversight of risk, including Delaware case law

Session Chair
Cynthia Fernandez Lumermann, Wachtell, Lipton, Rosen & Katz, New York City

Eric Klinger-Wilensky, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE
Wendy Mahling, Senior Vice President – Corporate Secretary & Securities and Corporate Law, Ameriprise Financial, Inc., Minneapolis
Alexander May, Jenner & Block LLP, Chicago

12:25–1:40 p.m. - Lunch (Provided)

1:40–2:40 p.m. - New Rules: A Conversation with the SEC

  • Recent SEC rulemaking and guidance
  • 10b5-1, insider trading, and stock option grant reporting
  • Share repurchase rules
  • Pay versus performance and other 2022 proxy season developments

Mellissa Campbell Duru
Erik Gerding, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC
Cicely LaMothe, Deputy Director, Disclosure Program, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC

Session Moderators
Emily Epstein, General Counsel, Vivid Seats LLC, New York City
Robert Hayward, Kirkland & Ellis LLP, Chicago

2:40–2:50 p.m. - Break

2:50–3:50 p.m. - Board Duties in an Evolving ESG Landscape: Reconciling Maximizing Stockholder Value with ESG Values

Presentation by
Guhan Subramanian, Joseph Flom Professor of Law and Business at the Harvard Law School and the Douglas Weaver Professor of Business Law at the Harvard Business School, Cambridge, MA

C. Stephen Bigler
, Richards, Layton & Finger, P.A., Wilmington, DE
Lisa Boyd

3:50–4 p.m. - Break

4–5 p.m. - Ethics & Technology: The Evolving Practice of Law and Your Ethical Responsibilities

  • Model Rules of Professional Conduct and other considerations (privilege, compliance, etc.) and their impact on the use of technology tools
  • How lawyers can best incorporate technology while avoiding ethical traps
  • Supervisory obligations of lawyers in the use of new technologies

Session Chair
Wendy Muchman, Professor of Practice, Northwestern Pritzker School of Law, Chicago

Bennett Borden, DLA Piper LLP (US), Washington, DC
Terri Garland, Vice President & Sr. Loss Prevention Counsel, ALAS, Chicago
Steven Puiszis, Hinshaw & Culberson LLP, Chicago
Kyle Rettberg, Neal, Gerber & Eisenberg LLP, Chicago

Session will be sumitted for Illinois Ethics Credit, and for similar credit in states as applicable.

5–6 p.m. - Reception
Sponsored by FGS Global

Friday, October 6, 2023

7:15–8:15 a.m. - Sponsored Breakfast Roundtables (By invitation only)

Session A: What, How, When, and Why: Successfully Leveraging Independent Investigations to Reduce Risk and Enhance Compliance

Presented by Charles River Associates

  • Red flags that an accounting or disclosure investigation may be imminent
  • Emerging accounting and disclosure matters that are creating recognition/disclosure risk
  • Benefits/risks of self-disclosure to regulators, engagement with law enforcement
  • How short sellers and securities class actions can impact strategy with the SEC and vice-versa
  • Preparing for and engaging with the auditors – no simple task
  • The role of the board and how Legal can effectively support that process

Christine Bowman, Senior Counsel, Medline Industries, LP, Chicago
Jeff Garfield, Vice President, Forensic Services, Charles River Associates, Chicago
Howard Suskin, Jenner & Block LLP, Chicago
Kristofer Swanson, Vice President and Practice Leader, Forensic Services, Charles River Associates, Chicago

Session B: You've Received a Shareholder Proposal. Now What?

Presented by H/Advisors Abernathy

  • Shareholder proposals, themes, and trends
  • Shareolder and stakeholder engagement best practices
  • Disclosure communications strategies

Sydney Isaacs, Managing Director, Head of Houston Office, H/Advisors Abernathy, Houston
Dan Scorpio, Managing Director, Head of M&A and Activism, H/Advisors Abernathy, Chicago

7:45 a.m. - Continental Breakfast

8:30–9:30 a.m. - Just a Little Healthy Competition – Regulatory Trends Affecting M&A*

  • Regulatory environment (antitrust and FDI)
  • Front-end risk assessment
  • Deal terms and regulatory risk allocation
  • Restrictive covenants

Session Chair
Brian Fahrney, Sidley Austin LLP, Chicago

Neely Agin, Winston & Strawn LLP, Washington, DC
Anne Lee, Covington & Burling LLP, Washington, DC
Grant McGee, Vice President, Deputy General Counsel and Corporate Secretary, American Airlines, Dallas

9:30–9:40 a.m. - Break

9:40–10:40 a.m. - Do Unto Your Company as a Shareholder Activist Would Do?*

  • Recent activism case studies
  • Universal proxy year one
  • Activism defense - advance notice bylaws, etc.
  • Enhancements in board composition and disclosure

Session Chair
Michele Anderson, Latham & Watkins LLP, Washington, DC

Elizabeth Gonzalez-Sussman, Olshan Frome Wolosky LLP, New York City
Avinash Mehrotra, Co-Head of Mergers & Acquisitions in the Americas and Global Head of Activism, Shareholder Advisory & Takeover Defense, Goldman Sachs, New York City
Sidney Peryar, Executive Vice President, Chief Legal Officer and Secretary, IAA, Inc., Chicago

10:40–10:50 a.m. - Break

The final three sessions will use the same fact pattern about a financial reporting crisis to discuss disclosure details and requirements, examine SEC enforcement focus areas and best practices, and analyze the potential clawback of compensation under the new rules.

10:50–11:25 a.m. - Disclosure Analysis of Hypothetical

Session Chair
Amy Seidel

Steve Barta, Partner, National Office, Deloitte & Touche LLP, San Francisco
Hannah Fregolle, Jones Day, Chicago

11:25 a.m.–12 p.m. - Boxed Lunch Break

12–1 p.m. - SEC Enforcement

  • Recent SEC initiatives and focus areas
  • Ephemeral messaging - texting, social media, record rentention
  • Best practices for responding to the SEC and conducting investigations
  • Gatekeeper liability

Session Chair
Jose Lopez, Perkins Coie LLP, Chicago

Ellen Bradford, Senior Vice President and Corporate Secretary, Baxter International Inc., Chicago
Paul Helms, McDermott Will & Emery, Chicago

1–1:15 p.m. - Break

1:15–2:15 p.m. - Clawback Workshop

  • Newly adopted SEC and stock exchange clawback rules
  • DOJ pilot program on compensation incentives and clawbacks
  • Considerations for employment agreements
  • Practical application of recent rules and guidance

Session Chair
Christina Roupas, Cooley LLP, Chicago

Nicholas Eichenseer, Associate General Counsel, W.W. Grainger, Inc., Lake Forest, IL
Cicely LaMothe
Alyse Sagalchik, Katten Muchin Rosenman LLP, Chicago

2:15 p.m. -  Institute Concludes

*Session will be available on demand for 30 days following the live Institute