Previous Events & CLE Programs
April 9, 2008
Committee Meeting
Mutual Fund Litigation and Enforcement Proceedings
Sponsors
Securities Enforcement & Litigation Committee
Securities Law Committee
Investment Companies & Advisers Committee
Join James R. Carroll, Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates, and Jason A. Tucker, Putnam Investments, for an update on mutual fund litigation and enforcement proceedings, including:
- market timing
- revenue sharing
- excessive fees litigation
- gifts and gratuities enforcement actions
March 25, 2008
Committee Meeting
XBRL - Moving Closer to SEC Adoption
Join John Truzzolino, R. R. Donnelley & Sons Company, and learn about the SEC's initiative to maximize the benefits of technology for investors through the use of interactive data in eXtensible Business Reporting Language, or XBRL.
January 22, 2008
Committee Meeting
SEC Enforcement Priorities & Recent Developments
R. Daniel O’Connor, Counsel, Ropes & Gray LLP, and recently departed senior staffer at the SEC's Boston office, will discuss the SEC's initiatives and priorities affecting public companies. The discussion will also cover recent developments in SEC enforcement actions and private litigation that affect financial and management reporting at public companies.
Mr. O'Connor recently completed four years as a Senior Trial Counsel in the SEC’s Division of Enforcement in Boston. He is returning to Ropes & Gray LLP where he is a counsel in the firm’s Securities Litigation and SEC Enforcement, and White Collar and Government Enforcement practice groups. At the SEC, Dan handled prosecutions and investigations of corporate entities and individuals for civil and criminal violations of federal securities laws.
December 19, 2007
Committee Meeting
8 Mistakes I Saw Corporate Counsel Make When I Was At the SEC: Strategies for Successfully Handling SEC Inquiries
Sponsors
Corporate Counsel Committee
Securities Law Committee
We’re closing out our brown bag program this year with a special retrospective. Our guest speaker is Ian D. Roffman,a litigation partner at Nutter McClennen & Fish LLP and a member of the securities and government enforcement practice groups. Mr. Roffman recently joined Nutter after six years as an enforcement attorney at the Securities and Exchange Commission, including four years serving as senior trial counsel in the Boston office. In that role he had the opportunity to observe in-house counsel (and their outside counsel) in action in responding to SEC inquiries. This conversation is a primer not just on “the how to”, but also on the “what not to do” when the SEC comes knocking.
While it’s important to learn from our own mistakes, it’s even better to learn from someone else’s. Join us for an interesting dialogue and, in view of the season, holiday cookies compliments of the BBA.
December 18, 2007
Committee Meeting
E-Proxy So Far, ISS & the Upcoming 2008 Proxy Season
Bill Poudrier, President of The Proxy Advisory Group, LLC, will present on his firm’s experience with e-proxy this past fall, comment on ISS Governance Services’ recently announced 2008 proxy policy changes, with particular emphasis on equity incentive compensation proposals, and answer other questions about the upcoming proxy season.
November 29, 2007
Committee Meeting
SEC Comments: The Latest Hot Topics
Graham Robinson and Jonathan Wolfman, both partners at WilmerHale, will update us on the most frequent SEC comments to reporting issuers, common IPO comments and compensation disclosure comments. This program will be of interest to any practitioners working with public companies or private companies considering IPOs as they try to improve their disclosures and avoid delays and costs.
October 23, 2007
Committee Meeting
Views from FINRA: Overview of Current Regulatory Initiative & Enforcement Matters
Sponsors
Securities Law Committee
Mergers & Acquisitions Committee
Banking & Financial Services Committee
Corporate Counsel Committee
Corporate Law Committee
Investment Companies & Advisers Committee
Securities Enforcement & Litigation Committee
Trusts & Estates Section
Frank Sanclemente, Regional Counsel for the Financial Industry Regulatory Authority, will discuss the current initiatives of FINRA relating to the protection of senior investors. Mr. Sanclemente will discuss the regulatory issues affecting firms and registered representatives, as well as present an overview of enforcement matters originating out of FINRA’s Boston District Office.
FINRA is the largest non-governmental regulator for all securities firms doing business in the United States and was created in July 2007 through the consolidation of NASD and the member regulation, enforcement and arbitration functions of the NYSE.
October 17, 2007
Committee Meeting
Recent Developments in Delaware Corporate Law
Sponsors
Corporate Law Committee
Corporate Counsel Committee
Mergers & Acquisitions Committee
Securities Law Committee
C. Stephen Bigler, Director at Richards, Layton & Finger, P.A., will address recent amendments to the Delaware General Corporation Law as well as recent Delaware cases touching on corporate and transactional issues.
September 26, 2007
Committee Meeting
The SEC’s Proposed Amendments to Rule 144 and Rule 145
John Picket, partner in the Business Law Department atEdwards Angell Palmer & Dodge LLP, will discuss the Securities and Exchange Commission's recently proposed amendments to Rule 144 and Rule 145. The proposed revisions to Rule 144 and Rule 145 would relax resale restrictions for non-affiliates, shorten holding periods to as few as six months in many circumstances, relax manner of sale limitations for fixed income securities, and permit immediate resale of securities received in a business combination covered by Rule 145. This presentation, followed by discussion, will summarize the proposed rules and explore the consequences for raising capital privately.
June 4, 2007
Committee Meeting
Leveraging the Board’s Ethical Oversight in the Post-Enron Corporation
Sponsors
Securities Law Committee
Corporate Law Committee
Corporate Counsel Committee
Criminal Law Section
Mark Rowe, Managing Partner of Hoffman Rowe, will discuss how a more rigorous regulatory framework and unprecedented public scrutiny following recent corporate scandals have presented many new challenges for boards of directors. These scandals have all come down to failures of governance in one way or another, posing challenges in oversight of management and in setting the ethical tone for corporations. This, in turn, creates opportunities for boards’ advisers, particularly in-house and external legal counsel. Specifically, Mr. Rowe will discuss:
- the evolving roles and responsibilities of boards with respect to ethics and compliance;
- the importance of corporate culture and the board’s role in shaping it; and
- how the board’s advisers can add value to the support they give in meeting governance challenges.
Hoffman Rowe is a consulting firm that helps corporations achieve and sustain integrity-driven business performance, both within their organizations and throughout their value networks.
May 7, 2007
Committee Meeting
Leveraging the Board’s Ethical Oversight in the Post-Enron Corporation
Sponsors
Securities Law Committee
Corporate Law Committee
Mark Rowe, Managing Partner of Hoffman Rowe, will discuss how a more rigorous regulatory framework and unprecedented public scrutiny following recent corporate scandals have presented many new challenges for boards of directors. These scandals have all come down to failures of governance in one way or another, posing challenges in oversight of management and in setting the ethical tone for corporations. This, in turn, creates opportunities for boards’ advisers, particularly in-house and external legal counsel. Specifically, Mr. Rowe will discuss:
- the evolving roles and responsibilities of boards with respect to ethics and compliance;
- the importance of corporate culture and the board’s role in shaping it; and
- how the board’s advisers can add value to the support they give in meeting governance challenges.
Hoffman Rowe is a consulting firm that helps corporations achieve and sustain integrity-driven business performance, both within their organizations and throughout their value networks.
April 2, 2007
Committee Meeting
Recent Initiatives and Developments by the SEC Division of Corporation Financ
Howard Berkenblit, Partner at Sullivan & Worcester LLP and Matthew Gardella, Partner at Edwards Angell Palmer & Dodge LLP will provide a brief overview of a variety of SEC corporate finance and disclosure developments impacting public companies. Specific topics include:
- PIPEs;
- electronic proxy statements;
- executive compensation;
- option re-pricings and restatements;
- a preview of what’s on the SEC’s agenda for upcoming months.
March 14, 2007
Committee Meeting
Recent Developments in Sarbanes-Oxley Compliance
Sponsors
Corporate Law Committee
Securities Law Committee
Carl Lackstrom, Director of Risk Management for RSM McGladrey Inc., will discuss recent recommendations on Sarbanes-Oxley compliance for public companies. Recently proposed SEC guidance and the PCAOB’s proposed changes to Audit Standard #2 will be reviewed. Discussion will focus on the implication of these proposals for both non-accelerated and accelerated filers.
March 1, 2007
Committee Meeting
The Alternative Investment Market ("AIM")
Sponsors
International Transactions Committee
Securities Law Committee
Corporate Law Comittee
Corporate Counsel Committee
Jamie Brown, Managing Director and Head of U.S. Investment Banking for Canaccord Adams will discuss the Alternative Investment Market. The “AIM” is the London Stock Exchange's international market for smaller growing companies, to which a growing number of US companies are turning. Specifically, we will discuss:
- the listing process;
- an overview of AIM;
- NASDAQ v. AIM pricing and regulatory considerations;
- investor data.
Jamie Brown has extensive experience in equity financing and fiscal advisory services for emerging growth companies in the sectors of technology, junior industrial and mining development.
Canaccord Adams is a leading full-service, independent financial services firm committed to fostering the entrepreneurial economy by bringing corporate and institutional clients unique perspective on global investment opportunities.
March 1, 2007
Committee Meeting
Globalization of Securities Exchanges
Sponsors
Business Law Section
Banking & Financial Services Committee
Corporate Counsel Committee
Investment Companies & Advisers Committee
Securities Law Committee
The Morin Center for Banking & Financial Law
Erik Sirri, Director of the Division of Market Regulation for the Securities and Exchange Commission will discuss the evolution of exchanges from serving local financial markets to their expansion overseas as a result of acquisitions of foreign exchanges. The lecture will explore the implications of these acquisitions from a regulatory and economic standpoint.
February 6, 2007
Committee Meeting
Practice Specific Legal Research Programs: Securities Law
**This meeting is co-sponsored with the Social Law Library**
Steve Donweber, Senior Reference Librarian and Instructor, Boston University School of Law, will discuss legal research regarding Securities Law. Programs cost $25 per person/per session for members and $50 per person/per session for non-members.
January 29, 2007
Committee Meeting
Hot Topics for the 2007 Proxy Season
**This meeting is co-sponsored with the Corporate Law Committee**
Domenick DeRobertis, Managing Director of the Altman Group, Inc., will discuss the latest on majority voting, executive compensation, shareholder proposals and other proxy trends generating buzz this year. This lunch is sure to be of interest to anyone involved with proxy statements or representing investors or those just curious to hear about what shareholder and hedge fund activists are up to and the role of the proxy solicitor in this process.
Founded in 1995, The Altman Group is the fastest growing proxy solicitation and corporate governance consulting firm in the industry.
December 4, 2006
Committee Meeting
The SEC's New Executive Compensation Disclosure Rules
Anne (Polly) G. Plimpton of McDermott Will & Emery LLP and Julie H. Jones of Ropes & Gray LLP will give a presentation on the SEC’s New Executive Compensation Disclosure Rules.
September 18, 2006
Committee Meeting
The Options Backdating Furor
**This meeting is co-sponsored with the Federal Practice & Procedure Committee and Criminal Law Section**
David Bergers, District Administrator of the Securities and Exchange Commission, and Thomas J. Dougherty of Skadden, Arps, Slate, Meagher & Flom LLP will discuss the latest developments in the fast-moving options trading investigations, enforcement actions and litigation.
May 30, 2006
Committee Meeting
Dominance and Harmonization of Regulatory Policy in International Finance
Stavros Gkantinis, SJD candidate at Harvard Law School, will discuss his research Dominance and Harmonization of Regulatory Policy in International Finance.
About his research:
Harmonization o f diverse regulatory regimes in financial services ranks highly on the international political agenda, because regulatory differences raise severe challenges in a world of ever-increasing cross-border financial activity. Conventional theories of harmonization treat U.S. dominance as uniformly strong across various financial markets. Contrary to these approaches, Mr. Gkantinis agrues that harmonization success or failure depends on the interaction of two variables: the degree o f dominance (whether strong competitors to U.S. firms and markets challenge U.S. dominance), as well as activity concentration (whether activity is concentrated at a central facility, such as a stock exchange, or diffused around the world).
May 17, 2006
Committee Meeting
SOX, Whistle Blowing and EU Data Protection Compliance – Making Sense Of It All
Co-sponsored by Corporate Law Committee, Corporate Counsel Committee and Investment Companies & Advisers Committee
The frustrating reality of legal compliance in today’s multinational corporation: the SEC tells us to provide for an anonymous employee whistle blowing system; the EU data protection authorities tell us "you can do it, but adhere to E.U. data protection laws while doing so." What’s a corporate counsel to do?
Mark E. Schreiber, a partner at Edwards Angell Palmer & Dodge LLP, will present an update on the subject and will show us the way to compliance with both sets of requirements. Mr. Schreiber just wrote the ABA SOX book chapter on this subject and has done this exercise with numerous U.S. companies operating in Europe.
Please bring your questions, or e-mail them in advance to mschreiber@eapdlaw.com.
March 22, 2006
Committee Meeting
New SEC Rules Covering Public Offerings
Lawrence A. Gold, a partner at DLA Piper Rudnick Gray Cary, will join us on March 22nd to discuss the new SEC rules covering public offerings.
March 15, 2006
Committee Meeting
Ethics Awareness and Education for Your Board of Directors
Co-sponsored with the Corporate Law Committee, Corporate Counsel Committee and Investment Companies & Advisers Committee.
Patricia J. Ellis, Vice President of Business Ethics and Compliance, Raytheon Company, will join us for an informative discussion of best practices in the critical area of corporate governance.
As a result of Sarbanes-Oxley, the revised Federal Sentencing Guidelines and best practices generally, organizations now recognize the need to ensure that a company's leadership -- including its board of directors -- receive appropriate education in business ethics.
February 15, 2006
Committee Meeting
Executive Compensation -- New Developments and Potential Pitfalls
Deb Bilak, Principal, Buck Consultants will join us for an informative session to explore the just released proposed proxy disclosure guidelines, and the effect that FAS 123R and institutional investors have had on equity plan documents.
Executive compensation is under intense scrutiny. Institutional shareholders have been demanding greater transparency. SEC Chairman Cox has made improved disclosure a priority. Companies will soon face new challenges to the way they disclose, design and administer their executive compensation programs. Make certain that your documents will meet the challenge of this changing landscape.
January 24, 2006
Committee Meeting
Navigating Through the Proxy Process
Join us for a presentation by representatives from the proxy solicitation firm The Altman Group, Inc.
The expected presenters are:
December 19, 2005
Committee Meeting
D&O - The Good, The Bad, and The Ugly :What You Should Expect in Today's Market
Richard Leavitt and Kristin Kraeger, from William Gallagher Associates will present a primer on D&O insurance followed by an update litigation/settlement trends. In addition, they will discuss market conditions and key coverage issues that are in play.
November 21, 2005
Committee Meeting
Life in the Boardroom: A Lawyer’s Perspective
Paul P. Brountas, senior counsel to Wilmer Cutler Pickering Hale and Dorr LLP, and author of Boardroom Excellence: A Common Sense Perspective on Corporate Governance, and Stanley Keller, partner at Edwards Angell Palmer & Dodge LLP, will share their unique perspectives based on more than 40 years in the boardroom and being at the forefront of regulatory developments in corporate and securities laws.
Topics to be discussed:
- Qualities and dynamics of great (and not so great) boards o f directors
- Evolving best practices and attitudes towards corporate governance
- Real world challenges of today’s directors and publicly traded companies.
October 17, 2005
Committee Meeting
FAS 123R and Accounting for Stock Options
Scott M. Goodwin, Wolf & Company P.C. will be presenting on issues faced by public companies in implementing FAS 123R recently promulgated by the Financial Accounting Standard Board. FAS 123R requires companies to recognize as expense in their income statement the grant-date fair value of stock options and other equity-based compensation. FAS 123R raises a number of new and complex issues concerning equity compensation that will be faced by many publicly-traded companies in the near term.
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