Overview The Ray Garrett Jr. Corporate and Securities Law Institute is the preeminent conference of its kind in the Midwest, designed to provide private practitioners and corporate counsel with a timely analysis of current issues and developments confronting corporations. Join 500 firm and in-house attorneys for a discussion of critical issues while networking with senior officials from the SEC, Delaware judges, and prominent corporate and securities law practitioners.

Highlights 38th Annual Ray Garrett Jr. • State of the markets, featuring PJT Partners’ Corporate Paul Taubman • A conversation with SEC Division of Corporation & Securities Finance Director William Hinman Law Institute • Cyber investigations with the FBI’s Eric Shiffman • Mock trial featuring the Delaware Court of Chancery’s Chicago, Illinois Vice Chancellor Glasscock April 26-27, 2018 • Panels on director nominations, SEC enforcement, spinoffs, disclosures, ethics, accounting, and more

Earn up to 12 CLE credit hours For more information or to register, please visit: including 1 hour of Ethics www.law.northwestern.edu/garrett Thursday, April 26, 2018 • Proactively addressing institutional investor • Coordination among the regulators: civil, and ISS/Glass Lewis considerations criminal, international

6:45–7 a.m. | Optional Breakfast • Role of index funds in corporate governance Session Chair Sponsored by Charles River Associates and activism Pravin Rao, Perkins Coie LLP, Chicago • How to develop and grade directors against Panelists 7–8 a.m. | Optional Roundtable: Navigating the Cyber Breach board skills matrix Kathryn A. Pyszka, Associate Regional Aftermath: Your Company as Victim, Defendant, and Plaintiff • Deploying shareholder engagement strategies Director, Enforcement, SEC-Chicago Presented by Charles River Associates as activism defense Regional Office, Chicago Reid J. Schar, Jenner & Block LLP, Chicago Session Chair 7:30 a.m. | Registration and Continental Deborah L. Steiner, EVP, General Counsel, Robert M. Hayward, Kirkland & Ellis LLP, Breakfast Corporate Secretary, and Chief Compliance Chicago Officer, R.R. Donnelley & Sons Company, 8:20–8:30 a.m. | Welcome and Overview Panelists Chicago Juliann Cecchi, Assistant Dean, External Suzanne S. Bettman, Chief Administrative Jason A. Yonan, Chief, Securities and Partnerships, Northwestern Pritzker Officer & General Counsel, LSC Commodities Fraud Section, U.S. Attorney’s School of Law, Chicago Communications, Inc., Chicago Office for the Northern District of Illinois, Bradley C. Faris, Institute Chair, Charles K. Bobrinskoy, Vice Chairman, Head of Chicago Latham & Watkins LLP, Chicago Investment Group, Ariel Investments, Chicago Danielle Sugarman, VP, Investment 12:05–12:35 p.m. | Cyber Investigations and 8:30–9:15 a.m. | State of the Markets and the Stewardship, BlackRock, Inc., New York City the Path Forward: A Conversation with FBI Business Environment Special Agent Eric Shiffman An update on current market conditions, risks, 10:45–11 a.m. | Break Cyber is the modern vector through which opportunities, and trends. our enemies threaten our national security and criminals attack our private interests. Speaker 11 a.m.–12 p.m. | Perspectives on SEC Enforcement Former U.S. Attorney Zachary Fardon hosts a Paul J. Taubman, Chairman and CEO, conversation that will discuss modern threats PJT Partners, New York City • Increased use of “Big Data” and what the FBI is doing to stay atop the ever- Moderator • Cybersecurity/hacking and trading evolving paradigm. Robert F. Wall, Winston & Strawn LLP, Chicago • Renewed focus on accounting and disclosure/ Speaker internal controls Eric Shiffman, Supervisory Special Agent, 9:15–9:30 a.m. | Break Federal Bureau of Investigation, Chicago 9:30–10:45 a.m. | Navigating the Modern • Investigations into investment frauds Moderator Director Nomination Process: Addressing • The enforcement process: what has changed? Demands of Institutional Investors and Zachary Fardon, King & Spalding LLP, Chicago Activists 12:35–1:45 p.m. | Lunch Break Sponsored by Panelists Jeffrey R. Wolters, Morris, Nichols, Arsht & Houlihan Lokey Jessica Garascia, Assistant General Counsel Tunnell LLP, Wilmington, DE and Assistant Secretary, USG Corporation, 1:45–2:45 p.m. | A Conversation with SEC Chicago 5:15–6:15 p.m. | Reception Sponsored by Division of Corporation Finance Director Mayer Brown LLP Shelley E. Parratt, Deputy Director, Division of William H. Hinman, Washington, DC Corporation Finance, SEC, Washington, DC Moderators Christina T. Roupas, Winston & Strawn LLP, Colleen Batcheler, EVP, General Counsel and Chicago Friday, April 27, 2018 Corporate Secretary, Conagra Brands, Inc., Chicago 4–4:15 p.m. | Break 7:30–7:45 a.m. | Optional Breakfast Timothy J. Melton, Institute Vice Chair, Sponsored by Morae Global Jones Day, Detroit/Chicago 4:15–5:15 p.m. | Navigating a Corporate Spinoff 2:45–3 p.m. | Break • Business and financial rationales 7:45–8:45 | Optional Roundtable: Breaking Up is Hard to Do: Specific Practical Legal and Compliance Considerations in • Anticipating and managing activist demands 3–4 p.m. | Public Company Developments in Transactions Involving the Sale of Particular Assets, Brands, or Disclosure • Board process and fiduciary duty Operating Units of Larger Corporations - Presented by Morae • Executive compensation: hot button issues considerations Global for investors this year • Business separation and carve-out issues: 8:15 a.m. | Continental Breakfast • Year one of CEO pay-ratio disclosure ensuring a viable standalone entity • Key governance trends impacting 2018 annual • M&A alternatives with “dual track” process, 9–10:15 a.m. | Delaware Mock Trial: Exploring meetings including opportunities for “Reverse Morris the Path to Business Judgement Rule After Trust” transaction Corwin • Assessing materiality on a qualitative basis Session Chair Presiding • Risk factor disclosure trends and practices Brian J. Fahrney, Sidley Austin LLP, Chicago The Honorable Sam Glasscock III, Vice including MD&A Chancellor, Delaware Court of Chancery, Panelists Session Co-Chairs Wilmington, DE Cathy A. Birkeland, Latham & Watkins LLP, Thomas P. Desmond, Vedder Price P.C., Chicago Litigators Chicago Carrie J. Hightman, EVP and Chief Legal Paul A. Fioravanti Jr., Prickett, Jones & Elliott, Stephanie Shinn Greisch, EVP, Deputy General Officer, NiSource Inc., Merrillville, IN P.A., Wilmington, DE Counsel and Corporate Secretary, Northern Kristen Rossi, Head of Midwest Investment Ryan A. McLeod, Wachtell, Lipton, Trust Corporation, Chicago Banking, Morgan Stanley, Chicago Rosen & Katz, New York City

Commentator Jonathan R. Guthart, Co-Partner in Charge of Session Chair Lisa A. Schmidt, Richards, Layton & Finger, PA, the Practice Advisory/SEC Group, Lynn P. Cohn, Director, Center on Negotiation Wilmington, DE KPMG LLP, New York City and Mediation, Northwestern Pritzker School Kyle L. Moffatt, Acting Chief Accountant, of Law, Chicago 10:15–10:30 a.m. | Break Division of Corporation Finance, SEC, Panelists Washington, DC 10:30–11:15 a.m. | A Conversation with the Thaddeus J. Malik, Paul Hastings LLP, Chicago Sharon A. Virag, Principal Member, Honorable Vice Chancellor Glasscock Ryan P. Morrison, Quarles & Brady LLP, Virag Associates LLC, Avon, CT Moderator Milwaukee Charles W. Mulaney Jr., Skadden, Arps, Slate, 12:45–1 p.m. | Boxed Lunch Break J. Brett Pritchard, Locke Lord LLP, Chicago Meagher & Flom LLP, Chicago Christopher J. Voss, K&L Gates LLP, Seattle 1–1:45 p.m. | Disruption in Legal Services: 11:15–11:30 a.m. | Break Where We Are and a Look Ahead* 3 p.m. During a time of unprecedented change in Program Concludes 11:30 a.m.–12:45 p.m. | Public Company the legal industry, Forbes contributor Mark A. Developments in Accounting and Financial Cohen will share his views on what’s causing Reporting it, where the marketplace is now, and what it’s • Implementation of new GAAP requirements likely to look like in the next decade. relating to revenue recognition, leasing, and Speaker financial instruments Mark A. Cohen, CEO and Founder, • Impairments – implication of goodwill testing, Legalmosaic, Washington, DC when to test, when to forewarn (lawyers should learn FRM 9510) 1:45–2 p.m. | Break • Expanded auditor’s reports are coming – what 2–3 p.m. | What Would You Do? Being Ethical preparers should be doing now and Effective at the Negotiation Table Using a series of hypotheticals, the panel will • PCAOB inspections – drill down on the describe negotiation experiences that raise process and its impact ethical challenges. The audience will react and Session Chair respond through electronic polling. Guidance Michael L. Hermsen, Mayer Brown LLP, and insight, referencing ABA Model Rules, will Chicago provide both ethical and effective strategies to Panelists manage the dilemma.

Daniel L. Goelzer, Baker McKenzie LLP, *Session will be submitted for Illinois Washington, DC Professional Responsibility credit. Thank You to our Affiliates Lead Level Thank You to our Sponsors Supporting Level Affiliate Ropes & Gray LLP

Program Level Affiliates Chapman and Cutler LLP Dentons US LLP Dykema Gossett PLLC Foley & Lardner LLP Reed Smith LLP Thompson Coburn LLP Wachtell, Lipton, Rosen & Katz

For more information on becoming a sponsor or affiliate, contact [email protected]

For other inquiries, contact [email protected]

Program information as of April 20, 2018.