Institute Co-Chair: Gregory C. Yadley
M & A Co-Chairs: Frank Balotti and Steven A. Rosenblum
Enforcement Chair: Jonathan Eisenberg

DAY ONE
WEDNESDAY, FEBRUARY 13, 2008
9:00 a.m. - 5:15 p.m., including Keynote Luncheon
5:15 p.m. - 6:15 p.m. Reception

9:00am - 9:15am
INTRODUCTION

9:15am - 10:15am
HEDGE FUNDS AND SHAREHOLDER ACTIVISM

• The takeover and activism environment
• Dismantling takeover defenses
• Short slates and shareholder access
• Hedge fund strategies
• Defending against hedge funds

10:15am - 11:00am
DELAWARE LAW DEVELOPMENTS AND ISSUES

11:00am - 11:15am
COFFEE BREAK

11:00am - 12:45pm
NEGOTIATED TRANSACTIONS AND DEAL ISSUES

• Structuring the Process
• Controlling Shareholders as Sellers
• Social Issues
• Financing Conditions and Issues
• Deal Protection and Deal Jumping, including impact of case law developments
• Material Adverse Change Provisions
• Role of Investment Bankers and Investment Banker Conflicts

12:45pm - 2:00pm
NETWORKING LUNCHEON

2:00pm - 3:30pm
HOSTILE DEALS AND TAKEOVER DEFENSE

• Takeover Preparedness
• Deciding to Launch a Hostile Bid
• Hostile Deal Tactics
• Responding to a Hostile Bid – Economic, Litigation, PR and Regulatory Strategies

3:30pm - 3:45pm
COFFEE BREAK

3:45pm - 5:15pm
PRIVATE EQUITY AND LEVERAGED BUYOUTS

5:15pm - 6:15pm
COCKTAIL RECEPTION

DAY TWO
THURSDAY, FEBRUARY 14th
8:30 a.m. - 4:30 p.m., including Keynote Luncheon
4:30 p.m. - 6:00 p.m., Reception

8:30am - 9:00am
OPENING REMARKS

9:00am - 10:00am
SECURITIES ACT REGULATORY DISCLOSURE DEVELOPMENTS

• Impact on Non-Reporting and Unseasoned Issuers, with focus on communications and S-1 backwards incorporation
• Impact on Seasoned Issuers, including WKSI, with focus on registration streamlining and impact on documentation
• New filing deadlines and disclosure requirements for 10-K’s, 10-Qs and proxy statements; 8-K reporting developments; MD & A hot button items
• Representing Smaller Issuers, including Advisory Committee recommendations and private placement/PIPES issues
• Going Private and going dark
  

10:00am - 10:15am
COFFEE BREAK

10:15am - 11:15am
KEY LITIGATION DEVELOPMENTS

The Supreme Court Re-Shapes The Securities Law

• Motion to Dismiss Standards
• Aiding and Abetting/Scheme Liability
• Scienter
• Loss Causation
• SLUSA Implied Immunity

The Indictments of Milberg Weiss and Bill Lerach

• What Has the Government Alleged
  What Has Been/Will Be the Impact

11:15am - 12:15pm
FINAL EXECUTIVE COMPENSATION DISCLOSURE RULES

• Background
• New Summary Compensation Tables
• Stock Related Tables
• Perquisite Disclosure
• Retirement/Termination/Change of Control Disclosures
• Compensation, Discussion & Analysis (“CD&A”)
• Director Compensation Table
• Related Person Transactions Disclosure
• Corporate Governance Disclosures
• What you should be doing now
  

12:00pm - 1:15pm
NETWORKING LUNCHEON

1:15 pm - 2:15pm
ACCOUNTING AND INTERNAL CONTROL ISSUES

• Internal Controls- SOX 404
• Restatements of financial statements
• Other accounting issues
• Challenges for audit committees
  

2:15pm - 2:30pm
COFFEE BREAK

2:30pm - 3:30pm
CORPORATE GOVERNANCE

• Fiduciary duties- Stone v. Ritter
• Practical pointers for executive sessions
• Keeping good minutes and keeping them; document retention and destruction policies
• Options Backdating
• Tone at the Top
  

3:30pm - 4:30pm
SECURITIES ENFORCEMENT

• Corporate Penalties and the Commission’s New penalty Procedures
• The New Six-Month Senior Staff Review
• Subprime/Valuation Issues
• An Update on Backdating
• Hedge Funds
• The Impact of the NYSE/Nasdaq Regulatory Merger
  

4:30pm - 6:00pm
COCKTAIL RECEPTION