May 1–2, 2014 | Chicago

Practical Guidance For Today’s Legal Challenges

Diane Swonk, Chief Economist, Mesirow Financial, presenting an economic overview of the market

A Conversation with Keith F. Higgins, Director, Division of Corporation Finance, SEC Remarks by James R. Doty, Chairman, Public Company Accounting Oversight Board Two-session hypothetical addressing the Lifecycle of Managing Shareholder Activism

www.law.northwestern.edu/professionaled PROGRAM

Thursday, May 1, 2014

7:30 a.m. | Registration and continental breakfast 12:30–1:45 p.m. | Institute Lunch Sponsored by Houlihan Lokey, Inc. 8:15–8:30 a.m. | Welcome and Overview Daniel B. Rodriguez, Dean, Harold Washington Professor, 1:45–2:45 p.m. | A Conversation with the Director of Northwestern University School of Law, Chicago the Division of Corporation Finance Joseph P. Gromacki, Institute Chair, Jenner & Block LLP, Chicago Keith F. Higgins, Director, Division of Corporation Finance, SEC, Washington, D.C. 8:30–9 a.m. | Keynote Address Moderators Diane Swonk, Chief Economist, Mesirow Financial Holdings, Robert C. Shrosbree, Executive Director Legal, Corporate & Inc., Chicago Securities, General Motors Company, Detroit William J. Tolbert Jr., Jenner & Block LLP, Washington, D.C. 9–9:15 a.m. | Break 2:45–4:15 p.m. | Key Disclosure Issues for 2014 9:15 a.m.–12:30 p.m. Including Shelley Parratt’s THE LIFECYCLE OF MANAGING “Top Ten” SHAREHOLDER ACTIVISM: THE CORPORATE • Lessons learned from the JOBS Act confidential PROCESS EXAMINED review process A two-session hypothetical examining the legal, • Practical advice on responding to SEC Staff financial, and investor communication challenges comments presented by shareholder activism. • The SEC’s Regulation S-K Report and the future of required disclosures 9:15–10:45 a.m. | When the Activist Comes Knocking • Updates in compensation, specialized disclosures, • Investor inquiries and other early warning signs and other hot topics • Managing activist inquiries and threats Session Chair • Preparing your management team and board Martin P. Dunn, Morrison & Foerster LLP, Washington, D.C. • Handling pre-fight investor and market communications Panelists • Considering defensive measures and settlement options Stephanie Shinn Greisch, Assistant General Counsel and Corporate Secretary, Northern Trust Corporation, Chicago Session Chair Keith F. Higgins Mark D. Gerstein, Latham & Watkins LLP, Chicago/New York City Thomas J. Kim, Sidley Austin LLP, Washington, D.C. Panelists Shelley E. Parratt, Deputy Director, Division of Corporation William D. Anderson Jr., Managing Director, Global Head of Finance, SEC, Washington, D.C. Activism/Raid Defense, Goldman, Sachs & Co., New York City Bryan J. Blankfield, Executive Vice President, General Counsel 4:15–4:30 p.m. | Break and Secretary, Oshkosh Corporation, Oshkosh, Wisconsin Matthew Sherman, President, Joele Frank, Wilkinson Brimmer 4:30–5:30 p.m. | A Roundtable Discussion on the Katcher, New York City Pitfalls of Emerging Technology Erin Glezen Stone, Winston & Strawn LLP, Chicago and Other Ethical Issues • Common hazards of social media and how to 10:45–11 a.m. | Break manage key legal and ethical aspects • Avoiding Unlawful Practice of Law with respect to 11 a.m.–12:30 p.m. | When the Challenge Goes Public Rule 716 – Limited Admission of House Counsel • Considering transaction proposals from activists and pro-hac vice licensing • Strategies for a proxy contest • Lawyers’ responsibilities for client fraud • Interacting with shareholder advisory firms • Confidentiality protection and attorney-client • Communicating with investors privilege • Preparing for investor representatives in the Wendy J. Muchman, Chief of Litigation and Professional boardroom Education, Illinois Attorney Registration and Disciplinary Session Chair Commission of the Supreme Court of Illinois, Chicago R. Scott Falk, Kirkland & Ellis LLP, Chicago Wendy L. Rubas, Vice President and General Counsel, Northwest Panelists Community Healthcare, Arlington Heights, Illinois Daniel H. Burch, Chairman & CEO, MacKenzie Partners, Inc., Sherrese M. Smith, Paul Hastings LLP, Washington, D.C. New York City Anne E. Thar, Winston & Strawn LLP, Chicago Robert J. Minkus, Schiff Hardin LLP, Chicago 5:30 p.m. | Reception Christopher Young, Managing Director, Head of Contested Situations, Credit Suisse Group AG, New York City Sponsored by Mayer Brown LLP In-house panelist to be announced Friday, May 2, 2014

8:15 a.m. | Continental breakfast 12–12:15 p.m. | Boxed Lunch Break

12:15–1:30 p.m. | Delaware Law Pitfalls for Deal 8–9 a.m. | Optional Breakfast Roundtable Discussion Lawyers and In-house Counsel (Sponsored Event, Limited Seating – Registration Required) The headline case for any given year usually involves From the Transformative to the Turbulent: a high-stakes takeover, the resolution of which Deal Communications in the New Age of Media and often involves complex facts and high theory. But Financial Markets the day-to-day risks for counsel may be more likely to arise from non-compliance with lesser-known Speakers: Thomas B. Johnson, President, and Ian D. legal requirements that occur in acquisitions, stock Campbell, Vice Chairman, The Abernathy MacGregor Group issuances, and option grants. This panel will highlight some of the requirements that have become recurring 9–10:30 a.m. | Accounting and Auditing pitfalls in deals and discuss practical ways to identify, Developments avoid and, if necessary, fix the problems. Developments in the Relationships Between Session Chair Audit Committees and Auditors Jeffrey R. Wolters, Morris, Nichols, Arsht & Tunnell LLP, Remarks by James R. Doty, Chairman, Public Company Accounting Wilmington, Delaware Oversight Board, Washington, D.C. Panelists Panel Discussion C. Stephen Bigler, Richards, Layton & Finger, PA, Wilmington, • Hot topics for SEC accounting and financial Delaware reporting reviews Christa A. D’Alimonte, Senior Vice President, Deputy General • Key regulatory developments from the PCAOB Counsel, Viacom Inc., New York City and FASB Allison Leopold Tilley, Pillsbury Winthrop Shaw Pittman LLP, • Looking after the forest and the trees — What Palo Alto, California company counsel need to understand today about financial reporting, auditors, and audit committees 1:30–2:30 p.m. | Updates in Securities Litigation Session Chair and Enforcement John W. White, Cravath, Swaine & Moore LLP, New York City • Recent trends in SEC enforcement, including new settlement policies Panelists • The SEC’s new Financial Reporting and Audit James R. Doty Task Force Michael J. Gallagher, Managing Partner, Assurance Quality & • The age of the whistleblower — Employment issues Transformation, PricewaterhouseCoopers LLP, New York City arising from Dodd-Frank and SOX provisions Michele J. Hooper, President and CEO, The Directors’ Council, • Practical advice on FCPA compliance and litigation, Wilmette, Illinois including special risk areas, prevention, preparation, Mark Kronforst, Chief Accountant, Division of Corporation and defense Finance, SEC, Washington, D.C. Session Chair 10:30–10:45 a.m. | Break Merri Jo Gillette, Morgan, Lewis & Bockius LLP, Chicago Panelists 10:45 a.m.–12 p.m. | M&A Insights and Trends Joan D. Humes, Vice President, Government and Internal • Getting started: addressing financial advisor conflicts Investigations, Medtronic, Inc., Minneapolis and confidentiality agreements Jonathan D. King, DLA Piper LLP (US), Chicago • Structuring developments: new DGCL § 251(h), William Michael Jr., Mayer Brown LLP, Chicago transactions with control stockholders, addressing Junaid A. Zubairi, Vedder Price P.C., Chicago financing risk • Target board recommendations 2:30 p.m. | Program Concludes • Private transactions: who owns the corporate privilege? Session Chair Save the Date Andrew R. Brownstein, Wachtell, Lipton, Rosen & Katz, 53rd Annual Corporate Counsel Institute New York City October 2–3, 2014 | Chicago Panelists 42nd Annual Securities Regulation Institute Mark A. Harris, Jenner & Block LLP, Chicago January 26–28, 2015 | Coronado, California Thomas J. Murphy, McDermott Will & Emery, Chicago 35th Annual Ray Garrett Jr. Corporate and Jeffrey N. Neuman, Vice President, Corporate Secretary and Securities Law Institute Deputy General Counsel, Honeywell International Inc., April 30–May 1, 2015 | Chicago Morris Township, New Jersey Northwestern University School of Law thanks the following for serving as affiliates

Lead Affiliates

Supporting Affiliates Program Affiliates Foley & Lardner LLP Chapman and Cutler LLP Edwards Wildman Palmer LLP Quarles & Brady LLP Dentons US LLP Polsinelli PC Vedder Price P.C. Dykema Gossett PLLC Thompson Coburn LLP

Thank You to Our Annual Partner Thank You 2014 Sponsors REGISTRATION FORM

Register ONLINE www.law.northwestern.edu/garrett (click “Register Online”) by FAX (312) 503-2930 by MAIL Northwestern University School of Law Professional and Continuing Legal Education 375 East Chicago Avenue Chicago, Illinois 60611-3069 Questions PHONE (312) 503-8932 E-MAIL [email protected] Contact Information

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Course Materials

REGISTRANTS CD-ROM USB drive (One set of materials is included with registration. Please indicate preference.)

NON-REGISTRANTS CD-ROM: $100 USB drive: $100

Registration Fee

Please see the brochure’s information page for complete details:

EARLY BIRD DISCOUNT $850 through April 1

REGULAR TUITION $1,000 April 2 and later

Enclosed is a check for payable to Northwestern University.

Charge to the following card: MC (16 digits) Visa (16 digits) AMEX (15 digits)

Card Number Expiration Date—Month/Year

Cardholder’s Name Cardholder’s Signature EXECUTIVE COMMITTEE

Executive Gregory C. Vogelsperger Herbert S. Wander Trevor S. Norwitz Committee Chief Counsel, Securities, Katten Muchin Wachtell, Lipton, Rosen & Katz, Finance & Governance, The Rosenman LLP, Chicago New York City Chair Boeing Company, Chicago J. Brett Pritchard Joseph P. Gromacki Michelle M. Warner Locke Lord LLP, Chicago Jenner & Block LLP, Chicago Corporate Vice President, Vice Chair Law, Corporate, Securities Thomas J. Murphy and Transactions, Motorola Planning Richard E. Robbins McDermott Will & Emery, Solutions, Inc., Schaumburg, Committee General Counsel and Corporate Chicago Illinois Secretary, Morningstar, Inc., Peter J. Barack Chicago Thomas P. Desmond Jeffrey R. Wolters Barack Ferrazzano Kirschbaum Vedder Price P.C., Chicago Morris, Nichols, Arsht & Kimberly K. Rubel & Nagelberg LLP, Chicago Tunnell LLP, Wilmington, Drinker Biddle & Reath LLP, Bradley C. Faris Delaware C. Stephen Bigler Chicago Latham & Watkins LLP, Chicago Richards, Layton & Finger, PA, Mark D. Wood Kim Rucker Michael M. Froy Wilmington, Delaware Katten Muchin Rosenman LLP, Executive Vice President, Dentons US LLP, Chicago Chicago Jerry J. Burgdoerfer Corporate & Legal Affairs, Merri Jo Gillette Jenner & Block LLP, Chicago General Counsel and Corporate Morgan, Lewis & Bockius LLP, Secretary, Kraft Foods Group, Jeffrey M. Dalebroux Chicago Inc., Northfield, Illinois Former Institute Dykema Gossett PLLC, Chicago Asheesh Goel Chairs (members Amy C. Seidel Scott J. Davis Ropes & Gray LLP, Chicago of the Executive Faegre Baker Daniels LLP, Mayer Brown LLP, Chicago Committee) Minneapolis Stephanie Shinn Greisch Arthur Don Assistant General Counsel and Claudia H. Allen George T. Simon Greenberg Traurig LLP, Chicago Corporate Secretary, Northern Katten Muchin Foley & Lardner LLP, Chicago Trust Corporation, Chicago Rosenman LLP, Chicago John L. Eisel Paul B. Uhlenhop Edwards Wildman Palmer LLP, Karl A. Groskaufmanis Andrew R. Brownstein Lawrence, Kamin, Saunders & Chicago Fried, Frank, Harris, Shriver & Wachtell, Lipton, Rosen Uhlenhop LLC, Chicago Jacobson LLP, Washington, D.C. & Katz, New York City Donald Figliulo Thuy Vo Polsinelli PC, Chicago Susan S. Hassan Keith S. Crow Assistant General Counsel Skadden, Arps, Slate, Meagher Kirkland & Ellis LLP, Gregory W. Hayes Mergers and Acquisitions, & Flom LLP, Chicago Chicago DLA Piper LLP (US), Chicago Archer Daniels Midland Company, Decatur, Illinois John P. Kelsh Martin P. Dunn David J. Kaufman Sidley Austin LLP, Chicago Morrison & Foerster LLP, Thompson Coburn LLP, Chicago Carol J. Ward Washington, D.C. Vice President & Corporate Michael R. McAlevey John A. Kolada Secretary, Mondelēz Vice President and General R. Scott Falk Blake, Cassels & Graydon (U.S.) International, Inc., Deerfield, Counsel, Legal Operations and Kirkland & Ellis LLP, LLP, Chicago Chicago Illinois Business Development, GE William M. Libit Aviation, Cincinnati Mark D. Gerstein Chapman and Cutler LLP, Andrew L. Weil DLA Piper LLP (US), Chicago D. Mark McMillan Latham & Watkins LLP, Chicago Chicago K&L Gates LLP, Chicago Thaddeus J. Malik Sarah R. Wolff Reed Smith LLP, Chicago Timothy J. Melton Frederick C. Lowinger Paul Hastings LLP, Chicago Sidley Austin LLP, Jones Day, Chicago George C. McKann Chicago Craig A. Roeder Drinker Biddle & Reath LLP, Planning Baker & McKenzie LLP, Chicago Robert J. Minkus Chicago Directors Schiff Hardin LLP, David S. Ruder Ryan Morrison Chicago Juliann Cecchi William W. Gurley Memorial Quarles & Brady LLP, Northwestern University Professor of Law Emeritus, Charles W. Mulaney Jr. Milwaukee School of Law, Chicago Skadden, Arps, Slate, Northwestern University Mark A. Morton Meagher & Flom LLP, Steven E. Lindee School of Law, Chicago Potter Anderson & Corroon LLP, Chicago Northwestern University Brian M. Schafer Wilmington, Delaware School of Law, Chicago Frederick B. Thomas Winston & Strawn LLP, Chicago Jeffrey N. Neuman Mayer Brown LLP, Robert C. Shrosbree Vice President, Corporate Chicago Executive Director, Legal, Secretary and Deputy Corporate & Securities, Robert F. Wall General Counsel, Honeywell General Motors Company, Winston & Strawn LLP, International Inc., Morris Detroit Chicago Township, New Jersey INFORMATION

About the Garrett Institute drive for $100. You may bring your laptop to the program – power strips and WiFi The Garrett Institute was established in memory will be available in the plenary sessions. of Ray Garrett Jr., Chairman of the SEC, a member of the adjunct faculty of Northwestern Cancellation Policy University School of Law, and a partner in the Chicago office of Gardner Carton & Douglas LLP, Full tuition refunds will be made for all written now Drinker Biddle & Reath LLP. The Ray Garrett cancellations received by April 17. A $250 Jr. Corporate and Securities Law Institute is administrative fee will be deducted from designed to provide private practitioners refunds on written cancellations received after and corporate counsel with a timely analysis April 17. No refunds will be given for cancellations of current securities and corporate law made after April 24, 2014. developments confronting publicly and Location privately held corporations. The Ray Garrett Jr. Corporate and Securities Registration and Tuition Law Institute is held in Thorne Auditorium, 375 Regular tuition for the Garrett Institute is $1,000 East Chicago Avenue, on the Chicago campus per person. Early bird discounted price is $850 of Northwestern University and not on the per person through April 1. For group discounts, Evanston campus. please request information about our Affiliate Continuing Legal Education Credit Program. As a program sponsored by Northwestern Tuition includes all sessions, continental University School of Law, the Garrett Institute breakfasts, lunches, coffee breaks, a reception, is recognized for mandatory continuing legal and extensive program materials. education credit in most states. Northwestern Registrations must be made in advance. On-site Law is an accredited CLE provider in the state registration is only available as space permits of Illinois. and requires an additional $100 fee. Registration Estimated credit hours* are 11.5 including 1.0 for is for the full two days of the program for one ethics for states with a 60-minute credit hour, individual. Shared registration is not available. or 13.8 including 1.2 for ethics for those with a If you have not received an e-mail confirmation prior to the start 50-minute credit hour. Questions about MCLE of the program, you are not considered registered. Please contact should be directed to the Office of Professional our office to verify. and Continuing Legal Education at (312) 503-8932. Special Hotel Rates Affiliate Program Registrants for the Garrett Institute are entitled Affiliates of the Ray Garrett Jr. Corporate to a special hotel rate at the Westin Michigan and Securities Law Institute are law firms Avenue, 909 North Michigan Avenue, Chicago that recognize the value of continuing legal (312-943-7200), which is only a short walk education and the Garrett Institute as a premier from the Law School. Subject to availability, forum for corporate and securities law in the the rate is $179 for a single or double room Midwest. For more information on the benefits booked by April 17. Be sure to identify yourself of being an affiliate, please contact Steven as a Northwestern Law Garrett Institute Lindee, Director, Partnership Initiatives at participant to take advantage of the rate and [email protected]. complimentary WiFi. Other Notes Course Materials Northwestern University reserves the right to change For registered participants, course materials without notice any statement in this brochure will be available for download approximately concerning, but not limited to, rules, policies, one week prior to the event. Registrants tuition, fees, curriculum, speakers, and courses. will also receive a set of course materials Northwestern University is an equal opportunity, on CD-ROM or USB drive upon check-in. affirmative action educator and employer. Registrants and non-registrants may purchase *Some states may provide additional credits for keynotes, additional copies of the CD-ROM or USB luncheon sessions, and breakfast roundtables. Nonprofit Organization U.S. Postage PAID Permit No. 9937 Northwestern University School of Law Chicago, IL 60611 Professional and Continuing Legal Education 375 East Chicago Avenue Chicago, Illinois 60611‑3069

May 1–2, 2014 | Chicago www.law.northwestern.edu/professionaled

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