Willamette University College of Law presents The Willamette Securities Regulation Conference Portland, Oregon October 19, 2006 Multnomah Athletic Club The conference is made possible by a generous contribution from Willamette University law graduate W. Parker Lee JD 01 and is sponsored by the Law and Business Program at the College of Law.
The Willamette Securities Regulation Conference Leaders of the Law and Business Program at Willamette University have assembled an unparalleled and distinguished group of speakers with invaluable expertise in securities regulation for the Willamette Securities Regulation Conference. Panel participants include seven current and former U.S. Securities and Exchange Commission (SEC) officials, as well as a top securities regulator for the state of Oregon. Rounding out the panel are leading securities attorneys from Portland and beyond and recognized business law scholars from Willamette University College of Law. The Willamette Securities Regulation Conference was designed to give practicing attorneys a rare insider view and new perspectives on current developments in securities regulation through three panel sessions and a keynote address luncheon. CLE Credits Oregon and Washington Continuing Legal Education credits are pending (approximately 4.75 for the full schedule). The Law and Business Program at Willamette The Law and Business Program at Willamette is designed to meet the professional needs of law students interested in careers representing business clients whether large or small, publicly or privately held, domestic or international. The program provides exposure not only to a wide range of relevant and substantive legal disciplines, but also leads to a special understanding of the relationship between the law and the objectives of business clients.
8:45 a.m. 3 p.m. Schedule of Events 8:45 9 a.m. Welcome and Introduction Symeon C. Symeonides, Dean and Professor of Law, Willamette University Peter Letsou, Roderick and Carol Wendt Chair in Business Law, Willamette University Meyer Eisenberg, Visiting Professor of Law, Willamette University 9 10:15 a.m. Developments in Disclosure Regulation The first panel will cover new developments in disclosure regulation. Topics of discussion are expected to include reviews of the public offering reforms under the 1933 Act, the newly adopted executive compensation and option disclosure rules, and shareholder access to the corporate proxy. Peter Letsou, the Roderick and Carol Wendt Chair in Business Law and director of the Law and Business Program at Willamette University, will moderate this panel. Participants will include Mary Ann Frantz of Miller Nash and John Huber, a partner at Latham & Watkins and a former director of the Division of Corporation Finance at the SEC. 10:15 10:30 a.m. Morning Break 10:30 a.m. Noon Developments in Securities Regulation Enforcement The second panel will address new developments in securities regulation enforcement. The panel will cover developments in insider trading, hedge fund regulation, regulatory action resulting from the D.C. Circuit s rulings invalidating the SEC s rules on investment company governance and registration of hedge fund advisers, and pending challenges to the Sarbanes- Oxley PCAOB rules. Meyer Eisenberg, former deputy general counsel and acting director of the Division of Investment Management of the SEC, will moderate this panel. Panelists will include Kevin Anselm of the Oregon Division of Finance and Corporate Securities; David Becker, a partner at Cleary Gottlieb Steen & Hamilton and former general counsel of the SEC; Richard Phillips of Kirkpatrick & Lockhart; and Linda Chatman Thomsen, director of the Division of Enforcement of the SEC. Noon 12:30 p.m. Luncheon 12:30 1:15 p.m. Keynote Address Presented by the Honorable Roel Campos, commissioner of the U.S. Securities and Exchange Commission 1:15 p.m. Break 1:30 2:45 p.m. Developments in Securities Litigation The third panel will cover recent developments in securities litigation. Topics are expected to include due diligence obligations after WorldCom, causation and Dura, the U.S. Supreme Court s recent decision in Dabit, and the Billing v. CSFB antitrust/securities IPO allocation case recently decided by the Second Circuit. The panel also will discuss the litigation implications of the D.C. Circuit s recent decisions in the fund governance and hedge fund cases. The panel will be moderated by William Martson, a commercial litigation and securities regulation specialist from Tonkon Torp. The panel also will include Gary Berne of Stoll Stoll, Boris Feldman of Wilson Sonsini, and Giovanni Prezioso, a partner at Cleary Gottlieb and former general counsel of the SEC. 2:45 3 p.m. Closing Remarks Peter Letsou, Roderick and Carol Wendt Chair in Business Law, Willamette University
9 10:15 a.m. Developments in Disclosure Regulation 10:30 a.m. noon Developments in Securities Regulation Enforcement 1:30 p.m. 2:45 p.m. Developments in Securities Litigation Law and Business Experts from Willamette University Peter Letsou holds the Roderick and Carol Wendt Chair in Business Law at Willamette University, where he serves as director of the school s Law and Business Program and associate dean. Prior to joining Willamette, he served as professor of law and director of the Center for Corporate Law at the University of Cincinnati. Before entering academia, Letsou was in private practice in New York City with Cravath Swaine & Moore and later with Christy & Viener. Meyer Eisenberg served as deputy general counsel of the SEC from December 1998 to January 2006 and as acting director of the Division of Investment Management of the SEC from June 2005 to January 2006, when he accepted a visiting professor position with Willamette University College of Law. Eisenberg previously worked at the Commission from 1959 to 1970 and was in private practice from 1970 to 1998. He also served as director of the National Center on Financial Services and was a visiting professor of law at the University of California Berkeley from 1985 to 1986. About the Speakers Kevin Anselm serves as chief of enforcement and securities for the Oregon Department of Consumer and Business Services, Division of Finance and Corporate Securities, where she oversees investigations of and action against violators of securities, commodities, mortgage lending and various nondepository program laws. Anselm also oversees the department s investor education program. David Becker is a partner in the Washington, D.C., office of Cleary Gottlieb Steen & Hamilton. He joined the firm in 2002, following his service as general counsel of the SEC, where he advised the Commission on enforcement, rulemaking and regulatory actions. Becker was particularly active in counseling the Commission on matters related to corporate governance, accounting and disclosure. Gary Berne has been a shareholder of Stoll Stoll Berne Lokting & Shlachter in Portland since 1977. An Oregon securities law expert, he has authored numerous articles on participant liability and unlawful trade practices. Berne has served as an arbitrator for the National Association of Securities Dealers, the New York Stock Exchange and the Oregon State Bar Attorney Fee Arbitration Program. Boris Feldman is a member of Wilson Sonsini Goodrich & Rosati in Palo Alto, Calif. Feldman specializes in securities litigation and counseling, SEC enforcement actions, and internal investigations. He has represented companies and their officers in more than 100 shareholder class actions and derivative suits throughout the United States, including Autodesk Inc., Genentech Inc., Guidant Corp., Hewlett- Packard and Pixar. Mary Ann Frantz is a partner at Miller Nash in Portland. Her practice is concentrated on securities offerings, SEC reporting compliance, corporate governance issues, proxy statements, mergers and acquisitions, sales of businesses, tender offers, business transactions, and nonprofit organizations. Her clients include Louisiana-Pacific Corp., Rentrak Corp., Barrett Business Services Inc. and West Coast Bancorp. Frantz is a member of the American Bar Association Committee on Federal Regulation of Securities and a past chair of the executive committee of the Oregon State Bar s Securities Regulation section. John Huber is a partner in the Corporate Department of Latham & Watkins in Washington, D.C., where he specializes in public offerings and private placements of debt and equity securities. He has represented clients in proceedings with the SEC s Division of Enforcement on matters involving financial statement and accounting issues. Huber is former director of the SEC s Division of Corporation Finance, where he was the primary draftsman of the first permanent tender offer rules and the goingprivate rule and was in charge of the division s rulemaking program. William Rick Martson Jr. has been a partner in Tonkon Torp in Portland since 1978. He has a broad range of commercial litigation experience, including securities and shareholder rights. Martson has tried more than 200 cases and 75 injunctive proceedings to conclusion and has participated in such noteworthy cases as Newby v. Enron Corp., where he defended a former director in Enron-related litigation. A fellow in the International Society of Barristers, Martson has been recognized as a leader in commercial litigation law by The Best Lawyers in America. Richard Phillips is a senior partner and head of securities at Kirkpatrick & Lockhart Nicholson Graham in San Francisco, where he concentrates his practice on securities regulation, particularly investment management, broker/ dealer regulation and SEC enforcement. A former member of the SEC staff, Phillips has held a number of SEC positions, including assistant to the chairman, assistant general counsel and staff director of SEC Corporate Disclosure and Investment Company Studies. He is a frequent lecturer at securities law conferences, including conferences sponsored by the American Bar Association, the American Law Institute and the Bureau of National Affairs. Giovanni Prezioso is a partner in the Washington, D.C., office of Cleary Gottlieb Steen & Hamilton and a former general counsel of the SEC. As the Commission s chief legal officer from May 2002 to early 2006, he advised the SEC on legislative, regulatory and enforcement matters. He also represented the Commission in appellate matters, supervised civil litigation against the Commission in district courts, and directed the Commission s bankruptcy program. Before joining the SEC, Prezioso practiced at Cleary Gottlieb as a partner and associate for approximately 20 years. Linda Chatman Thomsen has served as director of the SEC s Division of Enforcement since May 2005 and has been a member of the division s staff for more than 10 years. She has held a number of SEC positions, including assistant chief litigation counsel, assistant director, associate director and deputy director. Prior to joining the Commission, Thomsen worked in private law practice. She also served as an assistant U.S. attorney for the District of Maryland. Keynote Address The keynote address immediately following the luncheon will be presented by the Honorable Roel Campos, commissioner of the U.S. Securities and Exchange Commission. Campos has served as a commissioner of the SEC since August 2002. Prior to joining the Commission, he was one of two principal owners of El Dorado Communications and served as an executive with the radio broadcasting company at its headquarters in Houston, Texas. Campos also spent 15 years in Los Angeles as a corporate transactions and securities lawyer and litigator and several years as a federal prosecutor in the U.S. Attorney s Office. Directions The Multnomah Athletic Club is located at 1849 SW Salmon St. in Portland. Directions can be found at www.themac.com/docs/directions.pdf. Parking at the club is free.
Registration Form Last Name First Name Firm or Company Street Address City State ZIP Daytime Telephone E-Mail Address Fees: Registration (must be post-marked by Oct. 13, 2006) $100 Bar and non-bar member rate Please check one of the following: c c Check enclosed, made payable to Willamette University Visa or Master Card (circle one) Name as it appears on credit card Card Number CID Number (three-digit code on reverse side of card, required) Expiration Date For credit card and registration by phone, call 503-370-6402. Please send completed form to: Kathleen Fitzgerald Willamette University College of Law Securities Regulation Conference 245 Winter Street SE Salem, OR 97301
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