47TH ANNUAL Securities Regulation Institute

47TH ANNUAL

Securities Regulation Institute

January 27?29, 2020 Coronado, California

Register at: law.northwestern.edu/sri

Highlights

? Keynote address by SEC Chairman Jay Clayton

? A Conversation with Leo E. Strine

? Five SEC senior staff members

? Luncheon with TED-style talk on the future of AI and the law

? Popular panels on Disclosure Challenges, Capital Markets, M&A, Accounting, and more

And

? Earn up to 18.5 CLE credit hours

? Engage with over 450 in-house counsel, firm attorneys, regulators, and other thought leaders

? See why 93% of attendees recommend the Institute to their colleagues

PANELISTS Timothy R. Baer, Managing Partner, TRB Partners LLC and Retired Executive Vice President, Chief Legal Officer and Corporate Secretary, Target, Minneapolis

Meredith B. Cross

Joele Frank, Managing Partner, Joele Frank, Wilkinson Brimmer Katcher, New York City

10:30?11:45 a.m. | Corporate Governance 2020: The Latest from Delaware and Beyond

? Addressing board diversity and refreshment

? CEO succession under the microscope

? The board's role in cybersecurity and data privacy issues

? Delaware update

SESSION CO-CHAIRS David M. Lynn, Morrison & Foerster LLP, Washington, DC

Kellye Walker, Executive Vice President, Chief Legal Officer, Huntington Ingalls Industries, Newport News, VA

PANELISTS Rani Doyle, Executive Director, EY Center for Board Matters, Washington, DC

Lawrence Hamermesh, Professor Emeritus, Widener University Delaware Law School, Wilmington, DE

Michael C. Marsh, Akerman LLP, Miami

11:45 a.m.?12:30 p.m. | Luncheon

Monday, January 27, 2020

7:45 a.m. | Registration and Continental Breakfast

8:45?9 a.m. | Welcome and Overview

Juliann Cecchi, Assistant Dean, External Partnerships, Northwestern Pritzker School of Law, Chicago Meredith B. Cross, Institute Chair, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, DC

9?10:15 a.m. | Crisis Management in 2020

? Managing the board process during a crisis ? Roles of internal and external counsel ? Navigating the inevitable investor relations and

media communications challenges ? Best practices for addressing challenges faced

by boards and their advisers ? Structuring and carrying out internal

investigations: one size does not fit all SESSION CHAIR David A. Katz, Wachtell, Lipton, Rosen & Katz, New York City

12:45?1:30 p.m. | A Conversation with Leo E. Strine

Leo E. Strine Jr., Former Chief Justice, Delaware Supreme Court, Wilmington, DE

MODERATOR Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP, New York City

1:45?3 p.m. | Recurring Disclosure Challenges

? Managing officer and director departures and alleged misconduct

? Dealing with developments in investigations and litigation

? Correcting errors in disclosures

? Challenges after the earnings release and before the filing of the periodic report

SESSION CHAIR Thomas J. Kim, Institute Vice Chair, Sidley Austin LLP, Washington, DC

PANELISTS Steven E. Bochner, Wilson Sonsini Goodrich & Rosati, Palo Alto

Alexander F. Cohen, Latham & Watkins LLP, Washington, DC

Elizabeth A. Ising, Gibson, Dunn & Crutcher LLP, Washington, DC Jay H. Knight, Bass, Berry & Sims PLC, Nashville

3:15?4:15 p.m. | Capital Markets: Private Company Financing

? SEC update: concept release on harmonization of offering exemptions

? Trends in late-stage financing structures

? Equity programs, tender offers, and secondary markets

? ICO transactions and Reg A

SESSION CHAIR Allison Berry Spinner, Wilson Sonsini Goodrich & Rosati, Palo Alto

PANELISTS Dawn Belt, Fenwick & West LLP, Mountain View, CA

Jennifer A. Zepralka, Chief, Office of Small Business Policy, Division of Corporation Finance, SEC, Washington, DC

Additional panelist to be announced

4:30?5:30 p.m. | Capital Markets for Reporting Companies

? Dual-class structures and recapitalizations for IPOs

? Market stand-offs, lockups, and hedging

? Director, officer, and employee trading - 10b5-1 plans, Rule 144 issues, blackout periods, and insider lists

? Preparing for follow-on offerings and block trades, and developments in debt offerings

SESSION CHAIR Jeffrey D. Karpf, Cleary Gottlieb Steen & Hamilton LLP, New York City

PANELISTS Monifa Clayton, Senior Corporate Counsel, Pinterest, San Francisco

Lona Nallengara, Shearman & Sterling LLP, New York City

Sarah K. Solum, Davis Polk & Wardwell LLP, Menlo Park, CA

5:30?6:30 p.m. | Reception Sponsored by Winston & Strawn LLP

Tuesday, January 29, 2019

Tuesday, January 28, 2020

7:30 a.m. | Continental Breakfast

8:15?9:15 a.m. | Updates from SEC Senior Staff: Division of Corporation Finance

William H. Hinman, Director Shelley E. Parratt, Deputy Director

9:30?10:15 a.m. | Alan B. Levenson Keynote Address

Jay Clayton, Chairman, U.S. Securities and Exchange Commission, Washington, DC

10:30?11:45 a.m. | Accounting is Having a Busy Year

? Corp Fin: new acquisition disclosures, non-GAAP challenges, 3-13 waivers, realignment

? FASB: revenue, leases, CECL, goodwill impairment, segments, reference rate reform

? PCAOB: CAMs, inspection transformation, the new board at work

? Technology: robotics, cloud computing, artificial intelligence, blockchain

SESSION CHAIR John W. White, Cravath, Swaine & Moore LLP, New York City PANELISTS Mark Kronforst, Partner, Professional Practice, Ernst & Young LLP, Washington, DC Kyle L. Moffatt, Chief Accountant, Division of Corporation Finance, SEC, Washington, DC Sagar Teotia, Chief Accountant, SEC, Washington, DC Amie Thuener, Vice President, Principal Accounting Officer, Google/Alphabet Inc., Mountain View, CA

11:45 a.m.?12:15 p.m. | Luncheon

12:15?1 p.m. | The Future of AI and the Law: Is Your Next Associate Going to be a Robot?

Kristian J. Hammond, Bill and Cathy Osborn Professor of Computer Science, Northwestern University, Evanston, IL

1:15?2:30 p.m. | State of the M&A Marketplace in 2019 and What's Ahead in 2020

? The Trulia decision four years later: deal litigation in the Delaware courts

? Deal certainty in acquisitions of private companies

? Why hasn't rep and warranty insurance caught on with strategic buyers?

? Delaware appraisal update

? The Rent-A-Center saga

SESSION CHAIR Richard E. Climan, Hogan Lovells US LLP, Silicon Valley

PANELISTS Andre G. Bouchard, Chancellor, Delaware Court of Chancery, Wilmington, DE

Eva Davis, Winston & Strawn LLP, Los Angeles

Jennifer F. Fitchen, Sidley Austin LLP, Palo Alto

2:45?3:45 p.m. | Proxy Developments

? Proxy statement developments: new disclosures and trends

? Shareholder proposals: trends, guidance, and impact of the SEC's new process

? Shareholder engagement: responding to shareholder campaigns and dealing with activist investors

? The role and regulation of proxy advisers: SEC guidance and practical takeaways

SESSION CHAIR Lillian C. Brown, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, DC

PANELISTS Michele M. Anderson, Associate Director for Disclosure Operations, Division of Corporation Finance, SEC, Washington, DC

Krystal Gaboury Berrini, PJT Camberview, San Francisco

Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, DC

Colleen M. McIntosh, Senior Vice President, Corporate Secretary and Assistant General Counsel, CVS Health, Woonsocket, RI

3:45?4:15 p.m. | Houlihan Lokey Ice Cream Social

4:15?5:15 p.m. | ESG Hot Topics

? Preparing and managing ESG disclosures: an inside counsel perspective

? ESG ratings: why we should care about them and what we can do

? Trends in E&S shareholder proposals: private ordering in E&S disclosures

? Thinking about ESG holistically: integration into long-term strategy and board oversight

SESSION CHAIR Keith F. Higgins, Ropes & Gray LLP, Boston

PANELISTS Marija Kramer, Managing Director, ISS ESG, Rockville, MD

Jonas Kron, Senior Vice President & Director, Shareholder Advocacy, Trillium Asset Management, LLC, Portland

Linda Park, Vice President, Associate General Counsel, and Corporate Secretary, Edwards Lifesciences, Irvine, CA

Kristen Sullivan, Partner and Americas Region Sustainability Services Leader, Deloitte & Touche LLP, Stamford, CT

Wednesday, January 29, 2020

7:45 a.m. | Continental Breakfast

8:15?9:15 a.m. | Updates from SEC Senior Staff: Division of Enforcement and Office of the General Counsel

Stephanie Avakian, Co-Director, Division of Enforcement

Michael A. Conley, Solicitor, Office of the General Counsel

MODERATOR Linda Chatman Thomsen, Davis Polk & Wardwell LLP, Washington, DC

9:30?11 a.m. | Ethics: Lessons Learned from a Silicon Valley Startup

? Lawyer serving as director of client corporation

? Confidentiality and whistleblowing

? Talking to the press

SESSION CHAIR Mary K. Foster, Former Senior Lecturer, Northwestern Pritzker School of Law, Chicago

PANELISTS Keir D. Gumbs, Associate General Counsel, Corporate Transactions and Deputy Corporate Secretary, Uber Technologies Inc., San Francisco

Arian M. June, Debevoise & Plimpton LLP, Washington, DC

Scott Morgan, General Counsel and Secretary, Splunk Inc., San Francisco

11:15 a.m.?12:45 p.m. | SEC Enforcement and Related Civil Litigation

? Increased enforcement focus on accounting, financial reporting, and disclosures

? Enforcement of Regulation FD and insider trading

? Special challenges in transnational investigations

? Latest developments in federal court litigation

SESSION CO-CHAIRS George S. Canellos, Milbank LLP, New York City

Dixie L. Johnson, King & Spalding LLP, Washington, DC

PANELISTS Amelia Cottrell, Willkie Farr & Gallagher LLP, New York City

Stephen M. Cutler, Simpson Thacher & Bartlett LLP, New York City

Michael D. Mann, Richards Kibbe & Orbe LLP, Washington, DC

Joan E. McKown, Jones Day, Washington, DC

12:45?1 p.m. | Boxed Lunch Break

1?2 p.m. | Everything You Always Wanted to Know About Securities Law but Were Never Given the Chance to Ask...

SESSION CHAIR Martin P. Dunn, Morrison & Foerster LLP, Washington, DC

PANELISTS Karen J. Garnett, Proskauer Rose LLP, Washington, DC

Dennis O. Garris, Alston & Bird, Washington, DC

Scott Siamas, Vice President & Assistant General Counsel of Corporate, Securities & Global Governance, Salesforce, San Francisco

2 p.m. | Program Concludes

What 2019 attendees had to say...

"Depth of expertise from the panelists is among the

best in the industry."

"The speakers focused on real day-to-day issues rather

than theoretical concepts. Great conference!"

"As always, talented and brilliant group of

presenters."

Thank You

Lead Affiliates

Sponsors

Supporting Affiliates

Latham & Watkins LLP ? O'Melveny & Myers LLP

Program Affiliates

Cooley LLP ? Greenberg Traurig, LLP ? Mayer Brown LLP ? Polsinelli PC ? Ropes & Gray LLP ? Stradling Yocca Carlson & Rauth ?

Wachtell, Lipton, Rosen & Katz ? Winston & Strawn LLP

For information on becoming a sponsor or affiliate, contact: Peter.Skrabacz@law.northwestern.edu.

Tuition and Hotel Information

Early bird rate of $1,650 through December 6, 2019. Tuition rate of $1,800 applicable after early bird deadline.

The Institute will be held at the Hotel del Coronado. Special guest room rate of $295 is availabile through January 6, 2020. When making reservations, mention Securities Regulation Institute to receive special guest room rate.

Questions: professional-ed@law.northwestern.edu

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