48TH ANNUAL SECURITIES REGULATION INSTITUTE

Transcription

1 48TH ANNUAL SECURITIES REGULATION INSTITUTE DAY ONE: Wednesday, November 2, 9:00 a.m. 5:00 p.m. (EDT) Morning Session: 9:00 a.m. 1:15 p.m. 9:00 9:15 Welcome & Opening Remarks Alan L. Beller, Carmen J. Lawrence, David M. Lynn 9:15 9:45 Keynote Address Hon. Elisse B. Walter 9:45 11:30 Capital Formation Techniques, Timing, Pitfalls Planning the timing and design of an IPO in choppy markets Staying private by design or necessity how to do it successfully Private capital market formation Secondary sales in the private market Impact of the JOBS Act and FAST Act on public and private capital formation Pre-marketing for IPOs what is permitted and what is successful? IPO protection for private investors Planning for the six months after an IPO Moderator: Steven E. Bochner Speakers: Gordon K. Davidson, David B. Harms, Keith F. Higgins, Nima Kelly, Thomas W. Yang 11:30 11:45 Networking Break 11:45 1:15 Disclosure in Focus: Keeping Pace with Evolving Disclosure Approaches and Requirements The impact of the disclosure effectiveness initiative Emerging trends with proxy statements and periodic reports Impact of enforcement focus on disclosure practices Preparing for CEO pay ratio disclosure Dodd-Frank Act executive compensation requirements Focus on disclosure controls and procedures Disclosure as the cornerstone for shareholder engagement Trends in considering and crafting sustainability disclosure Moderator: Thomas J. Kim Speakers: Brian V. Breheny, Catherine T. Dixon, Karen J. Garnett, Julie Bell Lindsay

2 Day One Continued 1:15 2:15 Lunch Break Afternoon Session: 2:15 5:00 p.m. 2:15 3:45 Accounting and Financial Reporting in the Spotlight Getting ready for new accounting standards: revenue recognition, leasing and going concern SEC comments in 2017: what to expect on the accounting and financial reporting front Non-GAAP measures: responding to the SEC s new attention and guidance and what lies ahead Correcting errors: learn the basics (from big and little R restatements to out-of-period adjustments) Internal controls: regulators initiatives and critical focal points for issuers, auditors and audit committees Trends in audit committee dialogue with auditors Moderator: John W. White Speakers: Wesley R. Bricker, Michael J. Gallagher, Jan R. Hauser, Mark Kronforst 3:45 4:00 Networking Break 4:00 5:00 Ethical Challenges and Conflict Dilemmas in Today s Deal World Multiple client representations: who is and who can be your client? Ethical challenges in multi-state and multi-national deals Professional risks in a transactional representation before regulators whose review or approval is needed Conflict and privilege issues within law firms and between law firms involved in a deal When can ancillary non-legal services be brought under the privilege shield? When should you decline or fire a client? 5:00 Adjourn Moderator: John F. Olson Speakers: Stanley Keller, Simon M. Lorne, Jennifer A. Paradise

3 DAY TWO: Thursday, November 3, 9:00 a.m. 5:00 p.m. (EDT) Morning Session: 9:00 a.m. 1:00 p.m. 9:00 9:30 Keynote and Conversation with H. Rodgin Cohen 9:30 10:30 The International Capital Markets What s Different? What s New? The registration process, including traps for the unwary Update on financial reporting by foreign private issuers Impact of Brexit on cross-border securities offerings Market Abuse Regulation (MAR) for non-european issuers Developments in 144A tranches in global offerings Evolving disclosure issues for foreign financial institutions ( bail in and the like) Moderator: Antonia E. Stolper Speakers: Wayne E. Carnall, Michael Coco, Mary Connell Lifton, Francesca L. Odell 10:30 10:45 Networking Break 10:45 11:45 Securities Laws Q&A: 20 Questions in 60 Minutes Registration issues under the 33 Act New burdens and pitfalls for the compliance function Broker-dealer regulation, including FINRA 40 Act traps for the unwary Increased scrutiny of the asset management function, including the fiduciary standard Moderator: Meredith B. Cross Speakers: Robert L.D. Colby, Martin P. Dunn, Elizabeth J. Ford, Nora M. Jordon 11:45 1:00 Activism in 2017: What Companies, Boards & Their Advisors Need to Know Shareholder engagement today and its role in forestalling or preparing for activism Board and management preparedness: considering activism before it is too late Understanding the activist playbook Top issues that bring activists attention Considering your options when and how to cooperate or resist Life after a company settles or an activist prevails Assembling the team: the role of the general counsel and outside advisors

4 Day Two Continued 1:00 1:30 Lunch Break The future of universal proxy Moderator: David A. Katz Speakers: Michele M. Anderson, Matthew DiGuiseppe, Abe M. Friedman, Brian L. Schorr Afternoon Session: 1:30 5:00 p.m 1:30 2:30 Hot Topics at the Division of Corporation Finance: Interview and Q&A Corp Fin rulemaking and agenda New interpretive positions Recap of disclosure trends and comment letters Co-Moderators: Alan L. Beller, David M. Lynn Speakers: Keith F. Higgins, Shelley E. Parratt, David R. Fredrickson, Kyle Moffatt 2:30 3:30 What s Happening in Delaware? And Why You Need to Know A review of significant Delaware judicial decisions The evolving standards of fiduciary duty and when they apply Continued trending of LLCs and alternative structures Developments with fee shifting and forum selection bylaws Recent developments in appraisal decisions and legislation Moderator: Lawrence A. Hamermesh Speakers: Matthew J. O Toole, Srinivas M. Raju, Patricia O. Vella 3:30 3:45 Networking Break 3:45 5:00 What s Trending in M&A? Trends in board standards of review, need for special committees, avoiding and managing board conflicts Advising the board on banker conflicts Addressing increased deal execution risks: antitrust, regulatory, changes in law Deal protection and other terms and conditions Williams Act and similar developments 5:00 Adjourn Moderator: Victor I. Lewkow Speakers: Audra D. Cohen, Steven A. Rosenblum, Faiza J. Saeed, Ted Yu

5 DAY THREE: Friday, November 4, 9:00 a.m. 4:45 p.m. (EDT) Morning Session: 9:00 a.m. 1:00 p.m. 9:00 10:15 Government Enforcement Priorities: What s on the Agenda Now and for 2017? SEC, CFTC, DOJ and State enforcement developments Enforcement priorities for 2017 Spotlight on administrative proceedings and other litigation developments Cooperation and coordination: multi-agency and cross-border investigations Moderator: Colleen P. Mahoney Speakers: Andrew J. Ceresney, Aitan D. Goelman, Andrew Weissmann 10:15 11:30 The Defense Perspective: Strategies & Practical Considerations From the Source Civil and criminal enforcement priorities and trends Successful defense strategies Compliance in the cross-hairs Managing multi-agency and cross-border investigations Dealing with whistleblowers and anti-retaliation protections Moderator: Linda Chatman Thomsen Speakers: George S. Canellos, Dixie L. Johnson, Robert S. Khuzami, Andrew J. Levander 11:30 11:45 Networking Break 11:45 1:00 Hot Topics in Private Securities Litigation: Lessons Learned & Practice Tips From Recent Cases Key considerations in bringing, defending and resolving a securities class action Impact of regulatory investigations or actions on litigation strategy Recent case law developments Impact of Morrison, Comcast, Halliburton II and other prior decisions in practice Update on shareholder derivative actions Moderator: Brad S. Karp Speakers: Elaine H. Mandelbaum, Maeve L. O Connor, Gerald H. Silk, Jonathan K. Youngwood

6 Day Three Continued 1:00 2:00 Lunch Afternoon Session: 2:00 4:45 p.m. 2:00 3:30 They May Happen More Often But They Still Feel Like Crises How to Be Ready for Them Real-world hypotheticals How to be prepared for the foreseeable and the unforeseeable Advance planning internal and external resources Communicating with the board Approaching the regulators, including self-reporting Disclosure when is it required, when is it otherwise desirable, how to approach it Potential whistleblower involvement Prioritizing issues and responses Moderator: Richard H. Walker Speakers: Stephen M. Cutler, Hon. Harvey L. Pitt, Lorin L. Reisner, Matthew J. Sherman 3:30 3:45 Networking Break 3:45 4:45 Ethics Perspectives in Enforcement Representations and Internal Investigations Who is the client in a corporate representation? In a fund/advisor representation? Multiple representation issues Ethical pitfalls in conducting witness interviews Privilege waiver issues Lawyers as whistleblowers Complying with SOX Section 307, Rules of Professional Responsibility for Attorneys 4:45 Adjourn Moderator: David G. Keyko Speakers: William R. Baker III, David M. Becker, Keir D. Gumbs