Schedule
The 2024 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.
Thursday, September 26, 2024
7:15 a.m. - Registration and Continental Breakfast
8:15–8:30 a.m. - Welcome and Overview
Brian Fahrney, Institute Chair, Sidley Austin LLP, Chicago
8:30–9:30 a.m. - Current Issues and Trends in M&A*
- Developments in HSR reporting, merger clearance, and foreign direct investment
- All in M&A reporting
- Developments in Delaware Law and the impact on M&A transactions
- Take-private and PE transaction considerations
Session Chair
Richard Witzel Jr., Skadden, Arps, Slate, Meagher & Flom LLP, Chicago
Panelists
Karessa Cain, Wachtell, Lipton, Rosen & Katz, New York City
Erin Kirchner, Cooley LLP, Chicago
Jakub Teply, General Counsel, Corporate Development, GE Aerospace, Cincinnati
9:30–9:45 a.m. - Break
9:45–10:45 a.m. - A Brave New World: Living with ESG and Its Implications*
- Expanding complexity of global regulatory requirements
- Cross-durisdictional legal considerations, including litigation, enforcement, and activism trends
- Emerging developments with respect to supply and value chain oversight
- Increasing political nature of ESG and mechanisms for navigating these issues
Session Chair
Sarah Fortt, Latham & Watkins LLP, Washington, DC
Panelists
Seth Gastwirth, Deputy General Counsel, Assistant Corporate Secretary, Jones Lang LaSalle IP, Inc., Chicago
Michael Littenberg, Ropes & Gray LLP, New York City
Deborah Rasin, EVP and General Counsel, Amcor plc, Chicago
10:45–11 a.m. - Break
11 a.m.–12 p.m. - Supreme Court: The Aftermath of Loper*
- Making sense of Loper Bright v. Raimondo decision
- Potential impacts on future policy and areas of focus
- Implications for other regulations
- How agency decision-making may change and what it means for future rulemaking
Session Chair
Kwaku Akowuah, Sidley Austin LLP, Washington, DC
Panelists
David Foster, Kirkland & Ellis LLP, Washington, DC
Benjamin Horwich, Munger, Tolles & Olson LLP, San Francisco
12–1:15 p.m. - Lunch (Provided)
12–1:15 p.m. - Sponsored Lunch & Learn Sessions (By Invitation Only)
Session A: Market Overview and Trends in M&A
Sponsored by: Houlihan Lokey
Join Houlihan Lokey for an intimate, discussion-style overview of current issues in the M&A and capital markets followed by open networking with fellow attendees to deepen relationships.
Panelists
Michael Bett, Director, Houlihan Lokey, Chicago
Terry Treemarcki, Director, Houlihan Lokey, Chicago
Session B: Cyber Incidents: Maximizing Insurance Recoveries, Minimizing Legal and Regulatory Risks, Preserving Stakeholder Trust
Sponsored by: Charles River Associates
Cyber incidents are on the rise, with increasing cost and negative business impact. How can companies leverage their various insurance policies to maximize aggregate recovery and reduce net out-of-pocket expense? Join this lively roundtable lunch discussion to explore these and other questions.
Panelists
Luma Al-Shibib, Anderson Kill P.C., New York
Jordan Kraner, Principal, Charles River Associates, Chicago
J. Andrew Moss, Reed Smith LLP, Chicago
Jonathan Rajewski, Vice President, Charles River Associates, Chicago
Kristofer Swanson, Vice President, Practice Leader of Forensic Services, Charles River Associates, Chicago
1:15–1:45 p.m. - New SEC Rulemaking Developments: Remarks & A Conversation with Director Erik Gerding
Speaker
Erik Gerding, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC (participating remotely)
Moderator
Amy Seidel, Faegre, Drinker, Biddle & Reath LLP, Minneapolis
1:45–1:50 p.m. - Transition Break
1:50–2:50 p.m. - SEC Disclosure Developments*
- Survey of recent SEC rulemaking and guidance
- Disclosure trends on cybersecurity and climate change
- Best practices for company compliance policies, including insider trading and stock option grant timing
- Financial reporting guidance and comment letter hot topics
Session Chair
Amy Seidel
Panelists
Uzma Ahmad, Vice President, Deputy General Counsel and Corporate Secretary, La-Z-Boy Inc., Detroit
Andrea Reed, Sidley Austin LLP, Chicago
Collin Smyser, General Counsel and Corporate Secretary, Option Care Health, Chicago
2:50–3:20 p.m. - Networking Break
3:20–3:50 p.m. - SEC Enforcement: A Conversation with Chief Counsel Sam Waldon
Speaker
Sam Waldon, Chief Counsel, Division of Enforcement, U.S. Securities and Exchange Commission, Washington, DC (participating remotely)
Moderator
Pravin Rao, Perkins Coie LLP, Chicago
3:50–4 p.m. - Break
4–5:15 p.m. - Enforcement Trends*
- Impact of limitations of administrative forum for enforcement proceedings
- Enforcement considerations related to gatekeepers, individual accountability, self-reporting, and cooperation
- Whistleblower program updates
- Enlargement of insider trading liability, increased focus on cryptocurrency space, and expansion of applying internal accounting controls in the cybersecurity arena
- Updates on recent high-impact cases
Session Chair
Pravin Rao
Panelists
Daniel Chaudoin, Winston & Strawn LLP, Washington, DC
Rachel Copenhaver, Vedder Price, Chicago
Tina Diamantopoulos, Director, Chicago Regional Office, U.S. Securities and Exchange Commission, Chicago
Kris Swanson, Vice President, Practice Leader of Forensic Services, Charles River Associates, Chicago
5:15–6:15 p.m. - Reception
Sponsored by: FGS Global
*Session will be available on demand for 30 days following the live Institute
Friday, September 27, 2024
Premiere Sponsored Roundtable (By Invitation Only)
Presented by H/Advisors Abernathy
7:15–8:15 a.m. - From ESG to DEI to DJT: Navigating Social and Political Crises in a Fraught Environment
- How to navigate an increasingly perilous landscape for engagement with stakeholders as companies address social and political issues
- Importance of managing interconnected but diverse (and often divergent) interests of employees, customers, politicians, and shareholders
- Mitigation of risks posed by social media
- 2024 election and how companies can take, or not take, positions on issues and lessen related risks
Moderator:
Dan Scorpio, Managing Director, H/Advisors Abernathy, Chicago
Speakers:
Sydney Isaacs, Managing Director, H/Advisors Abernathy, Houston
Desiree Moore, Venable LLP, Chicago
7:45 a.m. - Continental Breakfast
8:30–9:30 a.m. - Delaware Law Developments
- Recent disclosure developments and implications of recent cases (including disclosure of financial advisor and attorney conflicts) and corresponding response in practice developments
- Moelis developments and day-to-day implications
- Advance notice bylaw developments – Kellner clarification
- Facts ascertainable under Delaware law – Bumble and beyond
Session Chair
Patricia Vella, Morris Nichols Arsht & Tunnell LLP, Wilmington, DE
Panelists
Andre Bouchard, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, DE
Steven Haas, Hunton Andrews Kurth LLP, New York City
Garrett Moritz, Ross Aronstam & Moritz LLP, Wilmington, DE
9:30–9:45 a.m. - Break
9:45–10:45 a.m. - Rights and Duties of Controlling Shareholders: Recent Developments
- Factors considered in determining whether a shareholder is a controller
- Context matters – how situation and transaction type impact controller analysis
- Fiduciary duties of controllers
- How to deal with controller situations – process and procedural protections
- Which protections have worked, which haven't, and why
Session Chair
William Kucera, Mayer Brown, Chicago
Panelists
C. Stephen Bigler, Richards, Layton & Finger, P.A., Wilmington, DE
Jessica Fairchild, Croke Fairchild Duarte & Beres LLC, Chicago
Youmna Salameh, Managing Director, Houlihan Lokey, New York City
10:45–11 a.m. - Break
11 a.m.–12:15 p.m. - Mock Argument: Controllers & Disclosures: What is Control and Considerations for MFW Review when a Controller is Present
Presiding
Magistrate in Chancery Bonnie W. David, Georgetown, DE
Litigators
Christine Mackintosh, Grant & Eisenhofer P.A., Wilmington, DE
Jacqueline Rogers, Potter Anderson & Corroon LLP, Wilmington, DE
Commentator
Tammy Mercer, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE
A Conversation with Magistrate Bonnie David
Moderator
Tammy Mercer
12:15–12:35 p.m. - Boxed Lunch Pickup
12:35–1:50 p.m. - Activism Preparedness: A Tabletop Exercise
This interactive “tabletop” exercise led by panelists who have advised on and lived through the some of the most significant activist situations will walk through a live simulation and discuss the following:
- Best practices for preparedness and a successful response and defense at various stages
- Tactics, demands, and issues utilized by activist investors
- Fallout considerations including media scrutiny, stock price reactions, executive departures, governmental investigations, and potential business, reputational, and financial risks
- Recent case studies
Session Chair
Shaun Mathew, Kirkland & Ellis LLP, New York City
Panelists
Ashley Bancroft, Vice President and Deputy General Counsel – Securities and Regulatory, NiSource Inc., Columbus, OH
Pamela Codo-Lotti, Global Chief Operating Officer of Activism Defense and Shareholder Advisory, Goldman Sachs, New York City
Bryan Locke, FGS Global, Chicago
1:50–2 p.m. - Break
2–3 p.m. - Ethical Issues Practicing Law in an AI Environment
Generative AI tools designed for the practice of law, include “self-learning” tools, and continue to rapidly evolve. This panel will discuss important questions under the Rules of Professional Conduct relating to the use of this emerging technology.
- What level of competence is required regarding use of a GAI tool?
- How do lawyers handle their obligations of confidentiality when inputting client information relating to the representation into a GAI tool?
- When and how should lawyers disclose to clients the use of a GAI tool?
- How will the use of GAI tools impact legal fees?
- How do lawyers satisfy their supervisory obligations?
Session Chair
Wendy Muchman, Professor of Practce, Northwestern Pritzker School of Law, Chicago
Panelists
Jason Krieser, McDermott Will & Emery LLP, Dallas
Christina Lopez, Jenner & Block LLP, Chicago
Session will be sumitted for Illinois Ethics Credit, and for similar credit in other states as applicable.