42nd Annual SECURITIES REGULATION INSTITUTE

A timely analysis of recent laws and developments in the corporate and securities law fields presented by senior SEC officials, renowned judges, and leading practitioners. Coronado, California January 26 –28, 2015

www.law.northwestern.edu/sri MONDAY, JANUARY 26

7:45 a.m. | Registration and 11:45 a.m.–1 p.m. | Overview of the Continental Breakfast Current Capital Markets • Perspectives on the capital markets in 2014 8:45–9 a.m. | Welcome and Overview and outlook for 2015 Daniel B. Rodriguez, Dean and Harold Washington • Practice implications of SEC priorities and areas Professor, Northwestern University School of Law, of focus • Developments in late-stage private financings, Steven E. Bochner, Institute Chair, Wilson Sonsini general solicitation, and accredited investor Goodrich & Rosati, Palo Alto, California verification • IPO developments, challenges, and recurring 9–9:45 a.m. | Alan B. Levenson scenarios plus practical advice for issuers’ and underwriters’ counsel Keynote Address session chair speaker Gordon K. Davidson, Fenwick & West LLP, The Honorable Leo E. Strine Jr., Chief Justice, Mountain View, California Delaware Supreme Court, Wilmington, Delaware panelists 9:45–10 a.m. | Break Aparna Bawa, Vice President, General Counsel and Secretary, Nimble Storage Inc., San Jose, California 10–11:30 a.m. | Shareholder Activism: Alan F. Denenberg, Davis Polk & Wardwell LLP, Menlo Park, California Analyzing & Responding to the Keith F. Higgins, Director, Division of Corporation New Paradigm , SEC, Washington, DC • Is all shareholder activism “bad”? Cristina M. Morgan, Vice Chairman of Investment • How do companies respond to short-term Banking, JPMorgan Chase & Co., San Francisco investors? • Does “good” corporate governance lead to 1–2:30 p.m. | Luncheon better performance? • What can you do to keep an activist at bay? 2:30–4 p.m. | Mergers & Acquisitions: • Understanding when companies should settle Trends and Developments You Need with activists and when they should fight To Know • What happens when an activist goes for control? • State of the M&A marketplace in 2014/2015 session chair • Investment bankers (back) in the spotlight after David A. Katz, Wachtell, Lipton, Rosen & Katz, Rural Metro • Negotiating a “fraud exception” to contractual panelists limitations on a buyer’s indemnification rights Michele Anderson, Chief, Office of Mergers and • Increased use of representation and warranty Acquisitions, Division of Corporation Finance, SEC, Washington, DC • Delaware appraisal rights William D. Anderson Jr., Managing Director, • Implications of forum selection and fee shifting Global Head of Activism/Raid Defense, Goldman, bylaws on M&A Sachs & Co., New York City session chair Michael Callahan, Vice President, General Counsel and Secretary, LinkedIn Corporation, Mountain View, Richard E. Climan, Weil, Gotshal & Manges LLP, California Silicon Valley, California panelists 11:30–11:45 a.m. | Break Alison S. Ressler, Sullivan & Cromwell LLP, Robert E. Spatt, Simpson Thacher & Bartlett LLP, New York City Leo E. Strine Jr.

4–4:15 p.m. | Break 4:15–5:30 p.m. | Judicial and panelists Legislative Developments Randall J. Baron, Robbins Geller Rudman & Dowd LLP, San Diego • Halliburton & fraud-on-the-market William B. Chandler III, Wilson Sonsini Goodrich • Win-loss record & Rosati, Wilmington, Delaware • Tilt to administrative proceedings Shirli Fabbri Weiss, DLA Piper LLP (US), San Diego/ • Broad impact of forum selection and fee Palo Alto, California shifting bylaws session chair 5:30 p.m. | Reception – Sponsored by Joseph A. Grundfest, William A. Franke Professor Winston & Strawn of Law and Business and Senior Faculty, Rock Center on Corporate Governance, Stanford Law School, Stanford, California

TUESDAY, JANUARY 27

7:30 a.m. | Continental Breakfast 10:30–10:45 a.m. | Break

8–9 a.m. | Updates from SEC 10:45 a.m.–12 p.m. | Planning for Senior Staff 2015 Proxy Season – Key Trends division of corporation finance and Developments Keith F. Higgins, Director • Shareholder proposals update – what’s new, what’s in, what’s out, and what the best strategies Shelley E. Parratt, Deputy Director are for addressing them Michele Anderson, Chief, Office of Mergers • Shareholder engagement trends and strateges and Acquisitions • Say on pay developments and strategies for David R. Fredrickson, Associate Director and crafting an effective CD&A and for responding to Chief Counsel negative sentiment Mark Kronforst, Associate Director and • New and upcoming proxy disclosures including Chief Accountant pay ratio, realized, and realizable pay • Dealing with proxy advisory firms, political 9–9:15 a.m. | Break spending, interim vote reporting, and more session co-chairs 9:15–10:30 a.m. | Recurring Disclosure Meredith B. Cross, Wilmer Cutler Pickering Hale and Challenges and Other Key Updates Dorr LLP, Washington, DC • Executive terminations and 8-K filings Keir D. Gumbs, Covington & Burling LLP, • Board and management “integrity” issues Washington, DC • Trouble with the quarter panelists • Evolving litigation and government investigations David R. Fredrickson • Materiality of agreements Abe M. Friedman, Managing Partner, CamberView Partners LLC, San Francisco • Trading window and trading plan considerations Elizabeth A. Ising, Gibson, Dunn & Crutcher LLP, session co-chairs Washington, DC Steven E. Bochner Thomas J. Kim, Sidley Austin LLP, Washington, DC 12–1:30 p.m. | Luncheon panelists Alan L. Beller, Cleary Gottlieb Steen & Hamilton LLP, New York City Catherine T. Dixon, Weil, Gotshal & Manges LLP, Washington, DC Keith F. Higgins 1:30–3 p.m. | Getting Practical 3–3:45 p.m. | Houlihan Lokey on Accounting & Auditing Ice Cream Social • The new world of revenue recognition – what lawyers should know 3:45–5:15 p.m. | The Most Important • An accounting error! What to do next? Things We Learned Last Year and • Contingencies and Impairments: Basic lessons Hope to Learn This Year for lawyers Current and former SEC staff members discuss the • Accounting hot buttons in SEC reviews significant legal developments of the past year and • Segments: A new frontier in disclosure answer disclosure and interpretive questions. • Getting non-GAAP measures right • The top 12 things we learned in 2014 • How PCAOB inspections of auditors impact • The four things we hope to learn in 2015 companies • Plus “Everything You Always Wanted to Know session chair about Securities Law but were Never Given the Chance to Ask” John W. White, Cravath, Swaine & Moore LLP, New York City session chair panelists Martin P. Dunn, Morrison & Foerster LLP, Washington, DC Michael J. Gallagher, Managing Partner, Assurance Quality, PricewaterhouseCoopers LLP, New York City panelists James L. Kroeker, Vice Chairman, Financial Brian V. Breheny, Skadden, Arps, Slate, Meagher Accounting Standards Board, Norwalk, Connecticut & Flom LLP and Affiliates, Washington, DC Mark Kronforst David M. Lynn, Morrison & Foerster LLP, Washington, DC Shelley E. Parratt

WEDNESDAY, JANUARY 28

7:30 a.m. | Continental Breakfast • Update on the renewed focus on financial reporting including the results of the Financial Reporting and Audit Task Force 8–9 a.m. | Updates from SEC • Sanctions: Is the sky the limit? Are higher Senior Staff penalties achieving higher deterrence? Latest trends on collateral consequences. division of enforcement and office of the general counsel • Latest trial trends and market abuse cases Andrew Ceresney, Director, Division of Enforcement session chair Anne K. Small, General Counsel Linda Chatman Thomsen, Davis Polk & Wardwell LLP, Washington, DC moderator Colleen P. Mahoney, Skadden, Arps, Slate, Meagher panelists & Flom LLP and Affiliates, Washington, DC Andrew Ceresney Merri Jo Gillette, Morgan, Lewis & Bockius LLP, 9–9:15 a.m. | Break Chicago Robert S. Khuzami, Kirkland & Ellis LLP, 9:15–10:45 a.m. | Enforcement and Washington, DC Criminal Investigations William R. McLucas, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, DC • Enforcement priorities • Update on admissions – what are the guiding principles? 10:45–11 a.m. | Break • Pursuing “broken windows” – what does it mean? How does the policy interact with prosecutorial discretion? 11 a.m.–12:30 p.m. | Navigating Ethical Challenges Involving Whistleblowers Thank You 2015 Sponsors • What conduct (or failure to act) by lawyers has prompted SEC discipline lately? • Who can be a whistleblower – an in-house transactional or litigation attorney? A corporate director? • Dealing with possible whistleblowers in the law department, on the board, or elsewhere • Who are the clients of the in-house and outside lawyers? • When do in-house and outside lawyers face “reporting up” obligations? session chair Dixie L. Johnson, King & Spalding LLP, Washington, DC panelists Richard Humes, Associate General Counsel, SEC, Washington, DC Stanley Keller, Edwards Wildman Palmer LLP, Myles V. Lynk, Peter Kiewit Foundation Professor of Law and the Legal Profession, Sandra Day O’Connor College of Law, Tempe, Arizona

12:30–12:45 p.m. | Box Lunch Break

12:45–1:45 p.m. | Current Issues in Delaware General Corporation Law • Stock plans and Delaware law • Strategies for squeeze-out mergers • State of Revlon in 2015 • Handling defective corporate acts session chair Frederick H. Alexander, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware panelists Elena C. Norman, Young Conaway Stargatt Save the Dates & Taylor, LLP, Wilmington, Delaware Myron T. Steele, Potter Anderson & Corroon LLP, Wilmington, Delaware 43rd Annual Gregory P. Williams, Richards, Layton & Securities Regulation Institute Finger, PA, Wilmington, Delaware January 25-27, 2016 1:45 p.m. | Program Concludes 44th Annual Securities Regulation Institute January 23-25, 2017

For information on other Professional and Continuing Legal Education programs or to receive e-mail communications, please visit us at: law.northwestern.edu/professionaled PLANNING COMMITTEE chair David S. Ruder*, William W. Gurley David A. Katz, Wachtell, Lipton, Memorial Professor of Law Emeritus, Rosen & Katz, New York City Steven E. Bochner, Wilson Sonsini Northwestern University School of Goodrich & Rosati, Palo Alto, CA Richard G. Ketchum, CEO, FINRA, Law, Chicago Washington, DC Mary Schapiro, Promontory Financial Thomas J. Kim, Sidley Austin LLP, vice chair Group, Washington, DC Washington, DC Meredith B. Cross, Wilmer Cutler Larry W. Sonsini*, Wilson Sonsini Pickering Hale and Dorr LLP, Simon M. Lorne, Vice Chairman Goodrich & Rosati, Palo Alto, CA Washington, DC & Chief Legal Officer, Millenium Myron T. Steele, Potter Anderson Partners LLP, New York City & Corroon LLP, Wilmington, DE Brian J. McCarthy, Skadden, Arps, members Leo E. Strine Jr., Chief Justice, Slate, Meagher & Flom LLP, Lydia I. Beebe, Corporate Secretary Delaware Supreme Court, Los Angeles and Chief Governance Officer, Wilmington, DE Mark A. Morton, Potter Anderson Chevron Corporation, San Ramon, CA Richard H. Walker, Managing & Corroon LLP, Wilmington, DE Alan L. Beller, Cleary Gottlieb Steen Director and General Counsel, Lynn K. Neuner, Simpson Thacher & Hamilton LLP, New York City Deutsche AG, New York City & Bartlett LLP, New York City Juliann Cecchi, Assistant Dean, John W. White*, Cravath, Swaine Louise M. Parent, Cleary Gottlieb External Partnerships, Northwestern & Moore LLP, New York City Steen & Hamilton LLP, New York City University School of Law, Chicago Brett Pletcher, SVP and General James H. Cheek III*, Bass, Berry advisory board Counsel, Gilead Sciences, & Sims PLC, Nashville Frederick H. Alexander, Morris, Foster City, CA Richard E. Climan*, Weil, Gotshal Nichols, Arsht & Tunnell LLP, Giovanni P. Prezioso, Cleary Gottlieb & Manges LLP, Silicon Valley, CA Wilmington, DE Steen & Hamilton LLP, Thomas A. Cole, Sidley Austin LLP, Brian V. Breheny, Skadden, Arps, Washington, DC Chicago Slate, Meagher & Flom LLP, A. Gilchrist Sparks III, Morris, Dorian Daley, SVP, General Counsel Washington, DC Nichols, Arsht & Tunnell LLP, and Secretary, Oracle Corporation, John C. Coffee Jr., Adolf A. Berle Wilmington, DE Redwood Shores, CA Professor of Law, Columbia Law Linda Chatman Thomsen, Davis Polk Martin P. Dunn, Morrison & Foerster School, New York City & Wardwell LLP, Washington, DC LLP, Washington, DC James D. Cox, Brainerd Currie E. Norman Veasey, Gordon, Fournaris Edward F. Greene*, Cleary Gottlieb Professor of Law, Duke University & Mammarella, P.A., Wilmington, DE Steen & Hamilton LLP, School of Law, Durham, NC Ann Yerger, Executive Director, New York City Stephen M. Cutler, EVP and General Council of Institutional Investors, Stanley Keller, Edwards Wildman Counsel, JPMorgan Chase & Co., Washington, DC Palmer LLP, Boston New York City Robert S. Khuzami, Kirkland & Ellis Gordon K. Davidson, Fenwick & West emeritus advisory board LLP, Washington, DC LLP, Mountain View, CA William T. Allen Donald C. Langevoort, Thomas Catherine T. Dixon, Weil, Gotshal Aquinas Reynolds Professor of Law, & Manges LLP, Washington, DC Kenneth J. Bialkin Georgetown University Law Center, J. Michael Cook Margaret M. Foran, VP, Chief Washington, DC Governance Officer and Corporate Meyer Eisenberg Gary G. Lynch, Global General Secretary, Prudential Financial, Inc., Arthur Fleischer Jr. Counsel and Head of Compliance Newark, NJ Richard A. Freling and Regulatory Relations, Bank of Vijaya Gadde, General Counsel, Stephen J. Friedman America, New York City Twitter, Inc., San Francisco Linda Wertheimer Hart David M. Lynn, Morrison & Foerster Daniel L. Goelzer, Baker & McKenzie Bruce Alan Mann LLP, Washington, DC LLP, Washington, DC Stanley Sporkin Colleen P. Mahoney, Skadden, Linda L. Griggs, Morgan, Lewis Arps, Slate, Meagher & Flom LLP, Patricia A. Vlahakis & Bockius LLP, Washington, DC Washington, DC Herbert S. Wander Joseph A. Grundfest, William A. Robert H. Mundheim*, Shearman Franke Professor of Law and Business, & Sterling LLP, New York City Stanford Law School, Stanford, CA planning director John F. Olson, Gibson, Dunn & Keir D. Gumbs, Covington & Burling Steven E. Lindee, Director, Partnership Crutcher LLP, Washington, DC LLP, Washington, DC Initiatives, Northwestern University Harvey L. Pitt*, CEO, Kalorama School of Law, Chicago Michele J. Hooper, President and Partners, LLC, Washington, DC CEO, Directors’ Council, Wilmette, IL *indicates past Institute Chair and current Steering Committee member REGISTRATION Register online at: www.law.northwestern.edu/sri registration is only available as space permits and Click “Register Online.” requires an additional $100 fee. Regular tuition for the Securities Regulation Registration is for the full three days of the program Institute is $1,650 per person. Early bird discounted for one individual. Shared registration is not available. price is $1,500 per person through December 5. For information about group discounts, please request information about our Affiliate Program. Tuition includes all sessions, continental breakfasts, lunches, coffee breaks, reception, and extensive If you have not received an e-mail confirmation prior program materials distributed at the Institute. to the start of the program, you are not considered Registrations must be made in advance. On-site registered. Please contact our office to verify.

INFORMATION

Cancellation Policy desk in the Crystal Continental Room on Sunday, January 25, from 5 to 7 p.m. or Monday, January Full-tuition refunds will be made for all written 26, after 7:45 a.m. cancellations received by January 5, 2015. A $250 administrative fee will be deducted from refunds on written cancellations received after January 5. No Hotel Accommodations refunds will be given for cancellations made after As a registrant, you may take advantage of special January 12, 2015. Substitutions may be made on hotel rates at the Hotel del Coronado, 1500 registrations through January 19, 2015. Orange Avenue, Coronado (San Diego), California (telephone 800-468-3533). To do so, you must Course Materials identify yourself as a participant in the Securities Regulation Institute. You may also make your For registered participants, course materials will reservation online at www.hoteldel.com, group be available for download approximately one week code: SRI2015. Run of House rooms are $285. prior to the event. Registrants will also receive a set Subject to availability, the cutoff date for these rates of course materials on CD-ROM or USB drive upon is January 5, 2015. We encourage you to make your check-in. Non-registrants may purchase copies of reservations as soon as possible. Each reservation the materials for $150. You may bring your laptop with the hotel must be accompanied by a one night to the program—power strips and WiFi access will deposit refundable up to 30 days prior to arrival. be available in the plenary sessions. In addition, the hotel has a daily resort fee of $20 per room, per night which includes: internet access, Continuing Legal Education Credit daily newspaper delivery, complimentary access to fitness center, in room coffee/tea, and other As a program sponsored by Northwestern discounts. Conference parking rates are $18 per day University School of Law, the Securities for self-parking and $29 per day for valet parking. Regulation Institute is recognized for continuing legal education credit in most states, including California. Estimated credit hours* are 20.4 Affiliate Program based on a 50-minute credit hour, including 1.8 The Affiliate Program offers discounted registration credits in ethics, and 17.0 credit hours based on packages and unique marketing benefits. Law a 60-minute credit hour, including 1.5 credits in firms can extend this highly-regarded educational ethics. Questions about CLE should be directed to opportunity throughout their firm and to clients. the Office of Professional and Continuing Legal For more information, please contact Peter Skrabacz Education at (312) 503-8932. at [email protected]. *Some states may provide additional credits for Location and Institute Check-In keynotes and luncheon sessions. All sessions will be conducted at the Hotel del Coronado, on Coronado Island near San Diego. Plenary sessions will be held in the Grand Ballroom. Participants may check in and pick up their conference materials at the Institute registration Nonprofit Organization U.S. Postage PAID Permit No. 9937 Chicago, IL 60611 Northwestern University School of Law Professional and Continuing Legal Education 375 East Chicago Avenue Chicago, Illinois 60611‑3069

42nd Annual SECURITIES REGULATION INSTITUTE Coronado, California | January 26–28, 2015

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