Current Issues in Securities Litigation

Transcription

1 Current Issues in Securities Litigation Monday, February 23, 2015 Bar Association of San Francisco 301 Battery Street San Francisco, CA Presented by the ABA Section of Litigation Securities Litigation Committee and Alternative Dispute Resolution Committee

2 Current Issues in Securities Litigation Monday, February 23, 2015 In the past few months, there have been significant developments in the world of insider trading, whistleblowers, and the SEC s stated intent to bring more administrative proceedings. This program will address the impact of the Second Circuit s recent insider trading opinion in U.S. v. Newman and Chiasson and the practical consequences of the SEC s stated course. Another panel will discuss the implications of the growing presence of whistleblower reporting, whether to self-report, and the increasing possibility of parallel proceedings. And our final panel will focus on the boundaries of rules governing private placements, the importance of compliance with rules and conditions of exempt offerings, and the consequences of any failures. PROGRAM AGENDA 8:30am-9:00am 9:00am Registration & Breakfast Welcome & Opening Remarks Helen B. Kim, Co-Chair Securities Litigation Committee 9:00am-10:00am SEC Administrative Proceedings: What Now, After the Landmark Insider Trading Case of United States v. Newman? The current SEC administration has been carving out bold new ground over the past two years, from demanding that some settling parties admit wrongdoing to increasingly filing enforcement actions in its own administrative forum, which provides limited discovery and appeal rights. But the government has also received some pushback, most recently in the Second Circuit s decision in U.S. v. Newman, which significantly raised the bar for the government in insider trading actions. And several defendants have sued the SEC, claiming that the use of administrative proceedings violates their due process rights (albeit with little success to date). Our expert panel will discuss the current environment for SEC investigations and enforcement actions, and the practical consequences of the SEC s current course and the Newman decision as we enter a new year, including their impact on the filing of new cases, discovery, settlement negotiations, and potential penalties. Moderator: Grant P. Fondo, Partner, Goodwin Procter LLP, and former Assistant U.S. Attorney, N.D. Cal. Panelists: Zesara C. Chan, Partner, Shartsis Friese LLP Jina L. Choi, Director, San Francisco Regional Office, Securities & Exchange Commission Marc J. Fagel, Partner, Gibson Dunn & Crutcher, and former SEC Regional Director, San Francisco Magistrate Judge Nathanael Cousins, United States District Court, N.D. Cal. Joseph P. Russoniello, Senior Counsel, Browne George Ross and former U.S. Attorney, N.D. Cal.

3 10:10am-11:10am Whistleblowers, Self-Reporting and Parallel Proceedings The panel intends to explore the implications of the growing presence of whistleblower reporting (including FCPA considerations), including whether selfreporting may be appropriate, also considering the growing prospect of criminal authorities becoming involved (foreign and domestic). Moderator: Robert Friese, Partner, Shartsis & Friese LLP Panelists: Michael S. Dicke, Partner, Fenwick & West LLP Prof. Joseph A. Grundfest, Stanford Law School Jonathan Schmidt, Partner, Ropes & Gray LLP Shirli F. Weiss, Partner, DLA Piper LLP 11:20am-12:20pm When are Private Placements Public? The rules applicable to private placements have changed significantly over the past few years following the enactment of the JOBS Act and will no doubt continue to evolve as the SEC adopts amendments to existing exemptions and creates entirely new exemptions under the Securities Act. As the rules change and new market practices develop, it will become even more important to ensure compliance with applicable rules and conditions to consummation of an exempt offering. But there are circumstances that can result in the loss of an exemption, thereby causing an offering to become public. This panel will explore the boundaries of the rules and situations where a private placement goes bad and the consequences of such a failure. Moderator: Panelists: John F. Hartigan, Partner, Morgan, Lewis & Bockius, LLP David J. Kaufman, Partner, Thompson Coburn LLP James Moloney, Partner, Gibson, Dunn & Crutcher LLP Helane L. Morrison, Managing Director, General Counsel, Hall Capital Partners LLC Joseph S. Simms, Partner, Koehler Neal LLC

4 The ABA Section of Litigation Securities Litigation Committee Co-Chairs & Program Organizers: Helen B. Kim Thompson Coburn LLP Los Angeles, CA Joshua D. Jones Bressler, Amery & Ross, PC Birmingham, AL Alternative Dispute Resolution Committee Co-Chairs: Louis F. Burke Louis F. Burke, PC New York, NY Bruce Rubin Miller Nash LLP Portland, OR Carlos Rodriguez-Vidal Goldman Antonetti & Córdova, LLC San Juan, PR GENERAL INFORMATION Accommodations The following hotel is within walking distance of the Bar Association of San Francisco: Westin San Francisco Market Street Hotel 50 3 rd Street San Francisco, CA Registration: To register online, visit: or return the Registration Form on the following page with your payment (checks only) to Kimberly Shadle at: Kimberly Shadle American Bar Association 321 N. Clark St. Chicago, IL 60654

5 Please register by February 20,2015 to reserve your spot. Requests for refunds must be made in writing and received no later than February 20, 2015, in the ABA Section of Litigation office. Please your request to Kimberly Shadle at There will be a $10 administrative fee deducted from the refund. Cancellations received after February 20 th will not be refunded; however, the Section will gladly accept substitutions for those unable to attend. MCLE Credit: The ABA directly applies for and ordinarily receives CLE credit for ABA programs in AK, AL, AR, AZ, CA, CO, DE, GA, GU, HI, IA, IL, IN, KS, KY, LA, MN, MS, MO, MT, NH, NM, NV, NY, NC, ND, OH, OK, OR, PA, SC, TN, TX, UT, VT, VA, VI, WA, WI, and WV. These states sometimes do not approve a program for credit before the program occurs.. This transitional program is approved for both newly admitted and experienced attorneys in NY. Attorneys may be eligible to receive CLE credit through reciprocity or attorney self-submission in other states. For more information about CLE accreditation in your state, visit or contact Kimberly Shadle at Kimberly.Shadle@americanbar.org Attendance List: Information included in the attendance list is protected by copyright and is solely intended for the individual and private use of ABA members in connection with the ABA s mission, goals and activities. All other use is strictly prohibited without prior written authorization from the ABA. Prohibited use includes but is not limited to the copying, renting, leasing, selling, distributing, transmitting or transfer of all or any portions of the materials, or use for any other commercial and/or solicitation purposes of any type, or in connection with any action taken that violates the ABA s copyright.

6 REGISTRATION FORM Name Affiliation Address City State Zip Code Telephone Fax ABA Member No. The information submitted on this registration form will be used only to create an attendance list for the Securities Litigation Committee Regional CLE Workshop. A limited amount of scholarships are available for this program. For more information, please contact: Kimberly Shadle at Registration Information $70.00 (Section of Litigation members and Government attorneys) $ (Non-Section members) FREE Law Students Pre-registration deadline is February 20, Checks for attendance and course materials should be made payable to the AMERICAN BAR ASSOCIATION (credit cards for online registration only). I will attend the meeting and my check for $.00 is enclosed. I am unable to attend the meeting, but please send the course materials to the above address, at a cost of $35.00, a check for which is enclosed. Please send your Registration Form and check to: Kimberly Shadle American Bar Association 321 N. Clark St. Chicago, IL For additional information about the program, please contact Kimberly Shadle at Kimberly.Shadle@americanbar.org.