Schedule
The 2025 Securities Regulation Institute is a three-day, in-person conference hosted by Northwestern Pritzker School of Law. All sessions are in Pacific Standard Time. Session times and speakers are subject to change.
Monday, January 27, 2025
7 a.m. - Registration and Continental Breakfast
8–8:15 a.m. - Welcome and Overview
Hari Osofsky, Dean and Myra and James Bradwell Professor of Law, Northwestern Pritzker School of
Law, Chicago
Dixie Johnson, Institute Chair, King & Spalding LLP, Washington, DC
8:15–9 a.m. - Alan B. Levenson Keynote Address
Hester Peirce, Commissioner, U.S. Securities and Exchange Commission, Washington, DC
9–9:10 a.m. - Break
9:10–10:10 a.m. - General Counsels Speak: Looking Ahead for 2025
- Surveying the regulatory landscape and its impact on companies and legal advisors
- SEC cybersecurity rules: learnings from year one
- Evolving practices in board governance
- Impact of new presidential administration
Session Chair
Scott Morgan, Former SVP, Chief Legal Officer, Global Affairs & Secretary, Splunk Inc., San Francisco
Panelists
Tammy Albarrán, Chief Legal Officer, Peloton Interactive, Inc., New York City
Anirma Gupta, SVP and Chief Legal Officer, Unity Technologies, San Francisco
Rich Sauer, Chief Legal Officer and Head of Corporate Affairs, Workday, Inc., San Francisco
10:10–10:25 a.m. - Break
10:25–11:25 a.m. - Capital Markets: Public and Private Offering Developments
- Overview of market activity and deal terms in private and public markets
- Reviewing 2024 offerings and the outlook for 2025
- The other side of the capital markets: trends in delisting activity and suggestions for companies
facing delisting
Session Chair
Richard Blake, Wilson Sonsini Goodrich & Rosati, Palo Alto, CA
Panelists
Eun Ah Choi, SVP, Global Head of Regulatory Operations, Nasdaq, Washington, DC
Bradley Weber, Goodwin Procter LLP, Redwood City, CA
Thomas Yang, Managing Director and Associate General Counsel, Bank of America, New York City
11:25 a.m.–12:35 p.m. - Lunch (provided)
12:35–1:20 p.m. - Developments in the Division of Corporation Finance
Co-Moderators
David Lynn, Institute Vice Chair, Goodwin Procter LLP, Washington, DC
John White, Cravath, Swaine & Moore LLP, New York City
Speaker
To be announced
1:20–1:30 p.m. - Break
1:30–2:30 p.m. - Corporate Governance and Proxy Developments
- Preparing for the 2025 proxy season: shareholder engagement, proxy and annual meeting tips, and
best practices - Shareholder proposal trends and developments
- Proxy advisory firm and investor voting policy updates
- Hot topics for board oversight
Session Chair
Lillian Brown, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, DC
Panelists
Zally Ahmadi, SVP, Corporate Governance, ESG & Executive Compensation, D.F. King & Co., Inc., New
York City
Francesca Odell, Cleary Gottlieb Steen & Hamilton LLP, New York City
Dana Pierre-Louis, Managing Counsel - Securities, Governance, and Acquisitions, Oracle Corporation, Atlanta
2:30–2:40 - Break
2:40–3:25 p.m. - SPOTLIGHT: The Challenges with Clawbacks
- Overview of requirements, including disclosure requirements, challenges, and expectations
- Understanding restatements
- Implementation considerations, including how to conduct a recovery analysis
- Addressing enforceability
- Getting the governance right
Session Chair
Michele Anderson, Latham & Watkins LLP, Washington, DC
Panelists
Mark Borges, Principal, Compensia, Inc., Washington, DC
Allison Handy, Perkins Coie LLP, Seattle
3:25–3:40 p.m. - Break
3:40–4:40 p.m. - Accounting and Auditing: Hot Topics for 2025
- Areas of SEC Staff focus
- PCAOB and FASB priorities for 2025
- Developments with the PCAOB’s NOCLAR standard
- Key considerations for audit committee members
Session Chair
Mark Kronforst, Partner, Professional Practice, Ernst & Young LLP, Washington, DC
Panelists
Patrick Gilmore, Partner, National Office, Deloitte & Touche LLP, Crofton, MD
Holly Grennan, Senior Director, Global Technical Accounting & Policy, NIKE, Inc., Beaverton, OR
Sandra Hanna, Steptoe LLP, Washington, DC
Heather Rosenberger, Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC
4:40–4:50 p.m. - Break
4:50–5:35 p.m. - SPOTLIGHT: Operationalizing ESG (whatever that means) and Refining Disclosures
- Modernizing compliance functions to deal with evolving regulations
- Contextualizing ESG materiality
- Addressing disclosure expectations across jurisdictions
- Navigating the ESG backlash
- Responding to evolving and divergent stakeholder demands
Session Chair
J.T. Ho, Orrick, Herrington & Sutcliffe LLP, San Francisco
Panelists
Josh Gaul, VP, Assistant General Counsel and Corporate Secretary, Starbucks Coffee Company, Seattle
Derek Windham, San Francisco
Tuesday, January 28, 2025
Sponsored Roundtable (By Invitation Only)
Presented by Charles River Associates
7–7:45 - Post-Cyber Breach Litigation and Enforcement Trends
- Why the SEC inquires after victims to determine proper disclosure requirements
- How to defend again perception of a weak cyber security program.
- How experts and counsel can keep 8ks from turning into their own liability
- How to prepare for investor relations lawsuits
- What class action attorneys are asking for and how to keep privileged data safe
Speakers
David Cowen, Vice President, Charles River Associates, Dallas
Jonathan Rajewski, Vice President, Charles River Associates, Houston
7:15 a.m. - Continental Breakfast
8–9 a.m. - Executive Officers and Directors: Frequently Asked Questions
Following a "PTI" format, panelists will address fre quently asked questions related to executive officer
and disclosure issues, including:
- Determining your executive officers – who decides?
- Planes, automobiles, housing, club memberships, and other benefits – are they perks?
- Form 8-K triggers – is current disclosure of management changes required?
- What are the consequences of delinquent Section 16 filings?
- What are best practices for D&O questionnaires?
Session Chair
Keir Gumbs, Principal, General Counsel, Edward Jones, Washington, DC
Panelists
Liz Dunshee, Fredrikson & Byron P.A., Minneapolis
Courtney Kamlet, VP, Chief Governance and ESG Disclosure Officer, Vontier Corporation, Raleigh, NC
David Lynn
Elizabeth Morgan, King & Spalding LLP, New York City
9–9:10 a.m. - Break
9:10–10:10 a.m. - Ethical Issues of In-House Lawyers
- Ethical obligations for in-house counsel generally
- Navigating the interests of the corporate entity, executives, employees, and the board
- Interacting with company employees in a corporate investigation and in litigation
- Ethical duties regarding "reporting up" and "reporting out"
- Ethical implications of lawyers using generative artificial intelligence tools
Session Chair
Craig Singer, Williams & Connolly LLP, Washington, DC
Panelists
Gerald Masoudi, Covington & Burling LLP, Washington, DC
Amy Park, O'Melveny & Myers LLP, Menlo Park, CA
Jennifer Zachary, EVP and General Counsel, Merck & Co., Inc., New York City
10:10–10:25 a.m. - Break
10:25–11:40 a.m. - Recurring Disclosure Challenges
- Subtleties in defining, analyzing, and disclosing cybersecurity incidents
- Updating DEI/ESG disclosures and re-evaluating voluntary disclosures
- Presenting non-GAAP measures consistent with Staff guidance
- New issues on director independence and related party disclosures
Session Chair
Thomas Kim, Gibson, Dunn & Crutcher LLP, Washington, DC
Panelists
Raj Dave, VP – Chief of SEC Reporting and Corporate Transactions, Everest Group, Ltd., New York City
Adé Heyliger, Weil, Gotshal & Manges LLP, Washington, DC
Christina Thomas, Kirkland & Ellis LLP, Washington, DC
Marko Zatylny, Ropes & Gray LLP, Boston
11:40 a.m.–12:25 p.m. - Lunch (provided)
12:25–1:10 p.m. - David S. Ruder Luncheon Address - Fireside Chat
Che Chang, General Counsel, OpenAI, San Francisco
Moderator
David Peinsipp, Cooley LLP, San Francisco
1:10–1:25 p.m. - Break
1:25–2:25 p.m. - Delaware Developments
- Strategic considerations in handling stockholder demands
- Moelis and the legislative response – where are we now?
- Disclosure developments concerning advisor conflicts
- Kellner – the latest word on advance notice bylaws
- MFW meets its Match – the state of play in structuring controller transactions
Session Chair
Andre Bouchard, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, DE
Panelists
Meredith Kotler, Freshfields Bruckhaus Deringer LLP, New York City
Garrett Moritz, Ross Aronstam & Moritz LLP, Wilmington, DE
Srinivas Raju, Richards, Layton & Finger, P.A., Wilmington, DE
2:25–3:10 p.m. - Houlihan Lokey Ice Cream Social
3:10–4:10 p.m. - M&A
- Examining M&A trends and the current state of the M&A market
- Avoiding traps for the unwary in M&A
- Unique issues for controller transactions
- Negotiating earnouts and minimizing post-closing disputes
Session Chair
Sharon Flanagan, Sidley Austin LLP, San Francisco
Panelists
David Katz, Wachtell, Lipton, Rosen & Katz, New York City
Jessica Pearlman, K&L Gates LLP, Seattle
Jane Ross, Hogan Lovells US LLP, Silicon Valley, CA
4:10–4:20 p.m. - Break
4:20–5:20 p.m. - Navigating an Activist Campaign Through a Simulated Attack
Using a simulated activist campaign, panelists will discuss the rules, responsibilities, and responses of
involved parties and address issues including:
- Impact of the SEC's universal proxy rules, including the recent solicitations for bylaw proposals
- Steps companies can take to prepare for a campaign
- Disclosure requirements and communication strategies of the parties, including the SEC's revised
beneficial ownership reporting rules - Common settlement terms and agreements
Session Chair
Brian Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, DC
Panelists
Ting Chen, Cravath, Swaine & Moore LLP, New York City
Scott Winter, Co-Chair, Innisfree M&A Incorporated, New York City
Connie Wu, Vice President, Corporate Legal and Assistant Secretary, Splunk Inc., San Francisco
5:20–6:30 p.m. - Attendee Reception
Wednesday, January 29, 2025
Sponsored Roundtable (By Invitation Only)
Presented by Miller Thomson LLP
7–7:45 - Top Things Every U.S. Lawyer Should Know about Canadian M&A and Capital Markets
- Current trends in Canadian M&A and Capital Markets
- What to know when involved in a M&A transaction with a Canadian party
- Key issues when offering or distributing securities in Canada
Speakers
Geoff Clarke, Miller Thomson LLP, Toronto
Alexander Lalka, Miller Thomson LLP, Toronto
7:30 a.m. - Continental Breakfast
8–8:45 a.m. - Developments in the Division of Enforcement
Co-Moderators
Stephanie Avakian, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, DC
Dixie Johnson
Speakers
To be announced
8:45–8:55 a.m. - Break
8:55–9:55 a.m. - SEC Enforcement Investigations
- Recent enforcement initiatives and whistleblower developments
- Non-GAAP and other disclosure-based enforcement actions
- Cybersecurity self-reporting and enforcement trends
- Cryptocurrency developments
- Cooperation and remediation credit
Session Chair
Arian June, Debevoise & Plimpton LLP, Washington, DC
Panelists
Deborah Meshulam, DLA Piper LLP (US), Washington, DC
Jane Norberg, Arnold & Porter Kaye Scholer LLP, Washington, DC
Fuad Rana, Davis Polk & Wardell LLP, Washington, DC
9:55–10:10 a.m. - Break
10:10–11:10 a.m. - Securities Class Action and Litigation
- Reviewing the latest trends in securities class actions
- Developments in federal securities litigation
- U.S. Supreme Court and Appellate Court litigation impacting the SEC and private securities claims
- Developments with ESG and cryptocurrency
Session Chair
Adam Hakki, A&O Shearman, New York City
Panelists
Salvatore Graziano, Bernstein Litowitz Berger & Grossmann LLP, New York City
Catherine Kevane, Fenwick & West LLP, San Francisco
Sharon Nelles, Sullivan & Cromwell LLP, New York City
11:10–11:30 a.m. - Break for Boxed Lunch
11:30 a.m.–12:30 p.m. - Everything You Always Wanted to Know About Securities Laws but Were Never Given the Chance to Ask...
Panelists answer questions from attendees submitted throughout the three days of the Institute
Session Chair
Dennis Garris, Alston & Bird LLP, Washington, DC
Panelists
Ryan Adams, Morrison & Foerster LLP, Washington, DC
Michele Anderson
Lona Nallengara, A&O Shearman, New York City
Michael Pressman, Assistant General Counsel, Microsoft Corporation, Redmond, WA