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Securities Regulation Institute (36th Annual)
Author(s):
Curtis L. Mo, Mary Jo White, David B. Harms
Practice Area:
Banking, Corporate & Securities, Professional Skills
Published:
Nov 2004
ISBN:
1402405219
PLI Item #:
3303
CHB Spine #:
B1455, B1456
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Table of Contents
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Front Matter
Table of Contents to Vol. 1
Table of Contents to Vol. 2
Chapter 1. SEC, Release No. 34-48960, Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations (December 19, 2003)
Chapter 2. Memorandum Re: SEC Issues Interpretative Guidance Regarding MD&A Disclosure, Dated January 5, 2004
Chapter 3. SEC, Summary by the Division of Corporation Finance of Significant Issues Addressed in the Review of the Periodic Reports of the Fortune 500 Companies (February, 27, 2003)
Chapter 4. SEC, Release No. 34-45321, Commission Statement about Management’s Discussion and Analysis of Financial Condition and Results of Operations (January 23, 2002)
Chapter 5. SEC, Release No. 34-45149, Cautionary Advice Regarding Disclosure About Critical Accounting Policies (December 12, 2001)
Chapter 6. SEC Enforcement Release No. 34-30532, In the Matter of Caterpillar, Inc. (March 31, 1992)
Chapter 7. Accounting Disclosure Practice
Chapter 8. Real-Time Disclosures: Current Reporting on Amended Form 8-K
Chapter 9. Text of Form 8-K – Appendix N
Chapter 10. Client Memorandum Re: Fundamentals of Section 404 of the Sarbanes-Oxley Act of 2002 – Key Questions Public Companies Should Ask, Dated August 12, 2004
Chapter 11. Client Memorandum Re: SEC Issues Final Rules Requiring Internal Control Reports in Annual Reports, Dated June 18, 2003
Chapter 12. The Earnings Release and Disclosure Reform
Chapter 13. Client Memorandum Re: SEC Approves Major Revisions to Form 8-K Filing Requirements, Dated June 2004
Chapter 14. Client Memorandum Re: SEC Activity Concerning Regulation FD, Dated July 8, 2004
Chapter 15. The Balancing Scales of Accounting-Problem Disclosure
Chapter 16. Update on Corporate Governance Practice
Chapter 17. Letter to Jonathan G. Katz, Secretary, SEC, from Council of Institutional Investors, National Association of State Retirement Administrations and the National Council on Teacher Retirement, Dated December 12, 2003
Chapter 18. Letter to Jonathan G. Katz, Secretary, SEC, from Council of Institutional Investors, Dated March 31, 2004
Chapter 19. Letter to Alan L. Beller, Director, Division of Corporation Finance, SEC, from Sarah A.B. Teslik, Council of Institutional Investors, Dated May 3, 2004
Chapter 20. Letter to Harvey Goldschmid, Commissioner, SEC, from Sarah A. B. Teslik, Council of Institutional Investors, Dated June 7, 2004
Chapter 21. General Electric Board of Directors and Audit Committee Practices
Chapter 22. Legal Oversight of Corporate Governance: Charting a New Course: The New Age of Federal Chartering
Chapter 23. Current Issues in Executive Compensation
Chapter 24. Independent Examiner’s Report Concerning Spiegel, Inc., United States Securities and Exchange Commission vs. Spiegel, Inc., No. 03 C 1685, United States District Court, Northern District of Illinois, Eastern Division, September 5, 2003
Chapter 25. Ethics and Business Conduct at MCI
Chapter 26. The Way We Work: MCl’s Code of Ethics and Business Conduct
Chapter 27. MCI, Inc. Procedures for Confidential Submission of Information, Questions, Complaints or Concerns Relating to Accounting, Internal Account Controls, or Auditing Matters
Chapter 28. Securities Act Reform
Chapter 29. Corporate Governance: A Checklist for Initial Public Offerings
Chapter 30. NASD Public Offering Developments
Chapter 31. The Recent Evolution of Underwriter Lock-Up Agreements
Chapter 32. Financing Alternatives for Public Companies
Chapter 33. Reconsidering the Limited Liability Company as a Vehicle for Emerging Growth Companies Exhibit: Sample Operating Agreement
Chapter 34. Materials Submitted by
Chapter 35. Speak No Evil: Settlement Agreements Conditioned on Noncooperation Are Illegal and Unethical, 31 Hofstra L.Rev. 1, 2002
Chapter 36. Materials Submitted by Professor Stephen Gillers
Chapter 37. Excerpt from Recent Developments in Federal Securities Regulation of Corporate Finance, As of August 30, 2004
Chapter 38. Recent Developments in Caselaw Affecting Mergers & Acquisitions
Chapter 39. M&A Transactions in a Post-Sarbanes-Oxley Environment
Chapter 40. Recent Developments in Delaware Corporate Law
Chapter 41. Poison Pills and Poison Pill Policies: Current Environment and Options
Chapter 42. 2003–2004 Poison Pill Shareholder Proposals
Chapter 43. Client Alert: Delaware Supreme Court Limits Use of Stockholder Lock-Ups When Coupled With “Force-the-Vote” Provisions
Chapter 44. Going Private Via Unilateral Tender Offer
Chapter 45. Takeover Law and Practice 2004
Chapter 46. The Post-Canary U.S. Fund Regulatory Deluge
Chapter 47. Mutual Fund Scandals: An Overview
Chapter 48. Speeches and Testimony from the SEC
Chapter 49. Client Memorandum Re: Proposed Advisers Act Rule Regarding Registration of Hedge Fund Advisers, July 27, 2004
Chapter 50. Client Memorandum Re: New Compliance Rules, August 30, 2004
Chapter 51. Client Memorandum Re: Regulatory Developments, August 30, 2004
Chapter 52. Letter to William H. Donaldson, Chairman, SEC from the European Association for Listed Companies Re: U.S. Reporting Obligations of Foreign Issuers, Dated February 9, 2004
Chapter 53. Letter to William H. Donaldson, Chairman, SEC from Cleary Gottlieb Steen & Hamilton Re: U.S. Reporting Obligations of Foreign Issuers, Dated February 9, 2004
Chapter 54. In the Matter of Royal Dutch Petroleum Company and The “Shell” Transport and Trading, Co., P.L.C., Order Instituting Cease-and-Desist
Chapter 55. SEC v. Bristol-Myers Squibb Company, Complaint, United States District Court, District of New Jersey, Dated August 4, 2004
Chapter 56. SEC Press Release: SEC Charges Halliburton and Two Former Officers for Failure to Disclose a 1998 Change in Accounting Practice, August 3, 2004
Chapter 57. In the Matter of Halliburton Company, and Robert Charles Muchmore, Jr., Order Instituting Cease and Desist Proceedings, Making Findings and Imposing a Cease-and-Desist Order, August 3, 2004
Chapter 58. In the Matter of i2 Technologies, Inc., Order Instituting Proceedings, Making Findings, and Imposing a Cease-and-Desist Order, June 9, 2004
Chapter 59. SEC Press Release: Lucent Settles SEC Enforcement Action Charging the Company with $1.1 Billion Accounting Fraud, May 17, 2004
Chapter 60. Recent SEC Enforcement Cases
Chapter 61. Significant Recent SEC Enforcement Matters Involving Investment Banks
Chapter 62. The Current Enforcement Environment: The Best of Times/The Worst of Times – Can We Reach a Reasonable Middle Ground? PLI Corporate Counsel Forum 2004, Luncheon Speech, April 26, 2004
Chapter 63. Current Developments in the Government’s Corporate Prosecution Policy
Chapter 64. What Law Enforcement Regards As the Hallmarks of an Effective Corporate Compliance Program
Chapter 65. Corporate Fraud Issues II: Interview with United States Attorney James B. Comey Regarding the Department of Justice’s Policy on Requesting Corporations Under Criminal Investigation to Waive the Attorney Client Privilege and Work Product Protection
Chapter 66. Sarbanes-Oxley and the SEC’s Enforcement Program
Chapter 67. Developments in SEC Enforcement
Chapter 68. Pleading Loss Causation in Securities Litigation
Chapter 69. The Uncertain Future of Speculators’ Insurance
Chapter 70. Recent Developments in Securities Litigation: The Increasing Impact of Institutional Investors and Parallel Proceedings
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