PROGRAM SCHEDULE FACULTY BIOS... 27

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1 Prepared for distribution at the UNDERSTANDING THE SECURITIES LAWS FALL 2014 Program Chicago, October New York City, Groupcast Locations and Live Webcast December CONTENTS: PROGRAM SCHEDULE FACULTY BIOS Chapter 1: Approaching Securities Law, Practising Law Institute, Securities Law and Practice Deskbook (Sixth Edition) Chapter 3: Regulatory Framework of Securities Act Registration, Practising Law Institute, Securities Law and Practice Deskbook (Sixth Edition) Chapter 5: Reach of Securities Act Regulation, Practising Law Institute, Securities Law and Practice Deskbook (Sixth Edition) Chapter 9: Registration and Periodic Reporting Under the Exchange Act, Practising Law Institute, Securities Law and Practice Deskbook (Sixth Edition) Introduction to Securities Law (PowerPoint slides)

2 6. Hogan Law Associates, Memorandum, Funnel Accounts and Trade-Based Money Laundering ( TBML ) Red Flags Related to U.S. Currency Restrictions in Mexico Issued by FinCEN in May 2014 and Implications for Suspicious Activity Reporting ( SAR ) Obligations, BSA/AML Generally and Other Companies that Want to Avoid Having Their Business Damaged by Their Customers TBML Activities (June 5, 2014) Registering Securities Under the Securities Act of 1933 (Substantive Outline) R. Cabell Morris, Jr Winston & Strawn LLP 8. Overview of the Federal Securities Laws U.S. Securities and Exchange Commission, Report on Review of Disclosure Requirements in Regulation S-K, As Required by Section 108 of the Jumpstart Our Business Startups Act (December 2013) Reg. S-K and Reg. S-X: The Backbones of 1933 Act and 1934 Act Filings (PowerPoint slides) Sidley Austin LLP, Corporate Governance Update, SEC Proposes CEO Pay Ratio Disclosure Rules Required by Dodd- Frank (Sept. 19, 2013) Gary D. Gerstman Sidley Austin LLP 6

3 12. Understanding the Securities Laws 2014, Life as a Public Company: Securities Exchange Act of 1934 Overview and Other Matters (PowerPoint slides) Gary D. Gerstman Sidley Austin LLP 13. Periodic and Other Reporting Obligations Under the Securities Exchange Act of 1934 (July 2014) Raymond Y. Lin Richard F. Langan, Jr. Nixon Peabody LLP 14. Disclosure Basics Robert Evans III Pamela Gibson Shearman & Sterling LLP 15. Exemptions From Registration Under the Securities Act; Private Placements Appendix A: Text of Bad Actor Disqualification Rule With Respect to Rule 506 Offerings Appendix B: Sample Bad Actor Questionnaire Kevin E. Slaughter Quarles & Brady LLP 16. Chapter 42E, Structuring and Selling Structured Products, Broker-Dealer Regulation (Clifford E. Kirsch, ed.) (August 1, 2013) Lloyd S. Harmetz,, Frequently Asked Questions About Medium-Term Note Programs & James R. Tanenbaum, Morrison & Foerster LLP, Frequently Asked Questions About PIPEs

4 19. & James R. Tanenbaum, Morrison & Foerster LLP, Frequently Asked Questions About Registered Direct Offerings Ze -ev D. Eiger & Michael J. Rosenberg, Morrison & Foerster LLP, Frequently Asked Questions About Bought Deals and Block Trades Francis C. Marinelli, Section 16 Primer David A. Schuette Mayer Brown LLP 22. Practical Considerations for Your First Annual Meeting (July 2014) Rajeev Kumar, Georgeson Report: Early Trends Relating to Say on Pay Proposals (May 6, 2014) Rajeev Kumar, Georgeson Report: ISS Policy Updates for the 2014 Proxy Season; ISS Modifications Focus on Responsiveness of Companies to Majority Supported Shareholder Resolutions; Adjustment of Performance Metrics in Compensation Analysis (December 4, 2013) Steven M. Pantina, The 2013 Proxy Season: The Era of Engagement (October 2013)

5 26. Rajeev Kumar, Georgeson Report: Facts Behind 2013 Turnaround Success for Say on Pay Votes (August 28, 2013) Regulation of Proxy Solicitation (Substantive Outline) (August 2014) David K. Boston Willkie Farr & Gallagher LLP 28. Executive and Director Compensation Disclosure (August 2014) Linda E. Rappaport Shearman & Sterling LLP 29. The Association of the Bar of the City of New York Committee on Professional and Judicial Ethics, Formal Opinion , Obtaining Evidence From Social Networking Websites The Association of the Bar of the City of New York Committee on Professional Ethics, Formal Opinion , Jury Research and Social Media The Association of the Bar of the City of New York Committee on Professional Ethics, Formal Opinion , Duties To Prospective Clients After Beauty Contests and Other Preliminary Meetings

6 32. The Association of the Bar of the City of New York Committee on Professional Ethics, Formal Opinion , A lawyer s obligation to take action if, after the conclusion of a proceeding, the lawyer comes to know that material evidence offered by the lawyer, the lawyer s client or a witness called by the lawyer during the proceeding was false Ethics: Selected Materials, Selected Excerpts from the New York State Rules of Professional Responsibility Effective April 1, 2009 and as amended through May 1, Ethics and Professionalism in Securities Laws (PowerPoint slides) Alston & Bird LLP, Private Securities Litigation Reform Act Major Developments and Issues Lisa R. Bugni Alston & Bird LLP 36. Latham & Watkins, Client Alert Commentary, Investment Adviser Charged For Demoting Whistleblower in SEC s First Anti-Retaliation Case, No (June 19, 2014) John J. Sikora Jr. 37. Latham & Watkins, Client Alert, Supreme Court Rejects Discovery Rule on Statute of Limitations for Government Enforcement Actions Seeking Civil Penalties, No.1490 (March 20, 2013) John J. Sikora Jr. 10

7 38. Latham & Watkins, Client Alert, Dealing With the SEC s Focus on Protecting Whistleblowers From Retaliation, No (Feb. 19, 2013) John J. Sikora Jr. 39. Latham & Watkins, Client Alert, Accountants and Auditors as SEC Whistleblowers, No (Feb. 5, 2013) John J. Sikora, Jr. 40. SEC Trends for Public Companies: Accounting and Financial Fraud (PowerPoint slides) John J. Sikora, Jr. 41. Liability for Securities Law Violations (Substantive Outline) Douglas Koff Anthony Antonelli Regan Kirk Paul Hastings LLP 42. Appendix Douglas Koff Paul Hastings LLP A. Douglas Koff & Joshua Bennett, Insider Trading Cases Likely to Be Litigated in 2013 and Beyond, New York Law Journal (April 8, 2013) B. Law 360, Q&A With Paul Hastings Doug Koff (March 5, 2013) C. Thomas A. Zaccaro, Kenneth M. Breen & Morgan J. Miller, US High court decision will hasten SEC enforcement actions, Los Angeles Daily Journal (March 11, 2013) D. Paul Hastings, Stay Current, Client Alert, Second Circuit Endorses SEC s Expansive View of Insider Trading (July 2009)

8 E. Paul Hastings, Stay Current, Client Alert, The Supreme Court Limits the Scope of the Federal Criminal Honest Services Fraud Statute to Conduct Involving Bribes or Kickbacks (June 2010) F. Paul Hastings, Stay Current, Client Alert, District Court Holds That Rule 10b-5 Insider Trading Provisions Apply to Credit Default Swap (CDS) Contracts (July 2010) G. Paul Hastings, Stay Current, Client Alert, In Narrowly Tailored Opinion, Supreme Court Finds Loss Causation Not Required at Class Certification Stage (June 2011) Securities Law Implications of Mergers and Acquisitions (Substantive Outline) Securities Law Aspects of Mergers, Acquisitions, and Other Corporate Transactions (Substantive Outline) Dennis J. Block Greenberg Traurig, LLP 45. U.S. Securities and Exchange Commission, Division of Corporation Finance, CF Disclosure Guidance: Topic No. 2, Cybersecurity (October 13, 2011) U.S. Securities and Exchange Commission, Fact Sheet, Eliminating the Prohibition on General Solicitation and General Advertising in Certain Offerings, SEC Open Meeting (July 10, 2013) INDEX Program Attorney: Danielle B. Cohen 12