Securities Regulation Institute (48th Annual)

Front Matter
Faculty Bios
Table of Contents to Vol. 1
Table of Contents to Vol. 2
Chapter 1. The Venture Capital Board Member’s Survival Guide: Handling Conflicts Effectively While Wearing Two Hats
Chapter 2. Wilson Sonsini Goodrich & Rosati, Dual-Class Stock: A Founder Favorite Faces Growing Investor Disapproval
Chapter 3. Wilson Sonsini Goodrich & Rosati, Unicorns and Other High-Valuation Deals
Chapter 4. Fenwick & West LLP, Regulation Crowdfunding Summary
Chapter 5. Fenwick & West LLP, Regulation A+ Summary
Chapter 6. U.S. Securities and Exchange Commission, Amendments to Regulation A: A Small Entity Compliance Guide (June 18, 2015)
Chapter 7. Fenwick & West LLP, Lindeen v. SEC, Regulation A+ Preemption of Blue Sky Law
Chapter 8. U.S. Securities and Exchange Commission, Announcement, Recently Enacted Transportation Law Includes a Number of Changes to the Federal Securities Laws (December 10, 2015)
Chapter 9. U.S. Securities and Exchange Commission, Fixing America’s Surface Transportation (FAST) Act (Updated December 21, 2015)
Chapter 10. Fenwick & West LLP, FAST Act Provisions Relevant to Start-ups and IPO’s of Emerging Growth Companies
Chapter 11. Reforming Access for Investments in Startup Enterprises Act of 2015 (RAISE Act), Amendment in the Nature of a Substitute to H.R. 1839, Offered by Mr. McHenry of North Carolina and Ms. Waters of California
Chapter 12. Fenwick & West LLP, Key Metrics for Technology and Life Sciences Initial Public Offerings (H1 2016)
Chapter 13. Sullivan & Cromwell LLP, Proposed Amendments to “Smaller Reporting Company” Definition (July 29, 2016)
Chapter 14. Sullivan & Cromwell LLP, Non-GAAP Financial Measures (May 24, 2016)
Chapter 15. Sullivan & Cromwell LLP, Congress Creates New Exemption for Private Resales of Securities (December 8, 2015)
Chapter 16. Sullivan & Cromwell LLP, Financial Disclosure, SEC Issues Request for Comment on Regulation S-X Requirements Relating to Entities Other Than the Registrant (October 12, 2015)
Chapter 17. Sidley Austin LLP, Sidley Perspectives on M&A and Corporate Governance (August 2016)
Chapter 18. Sidley Austin LLP, Sidley Update, SEC Issues Concept Release on Business and Financial Disclosure Required by Regulation S-K (April 20, 2016)
Chapter 19. Skadden, Arps, Slate, Meagher & Flom LLP, Corporate Finance Alert, The Use of Non-GAAP Financial Measures—A Disclosure Guide (July 7, 2016)
Chapter 20. Skadden, Arps, Slate, Meagher & Flom LLP, Corporate Finance Alert, How Companies Should Respond to New Non-GAAP Financial Disclosure Guidance (July 7, 2016)
Chapter 21. Skadden, Arps, Slate, Meagher & Flom LLP, SEC Reporting & Compliance Alert, SEC Amends Form 10-K to Specifically Allow New Summary Section (June 7, 2016)
Chapter 22. Skadden, Arps, Slate, Meagher & Flom LLP, SEC Reporting & Compliance Alert, SEC Staff Issues Updated Non-GAAP Financial Measures Guidance (May 18, 2016)
Chapter 23. Skadden, Arps, Slate, Meagher & Flom LLP, SEC Reporting & Compliance Alert, SEC Issues Concept Release Seeking Feedback on Business and Financial Disclosure Requirements (April 20, 2016)
Chapter 24. Skadden, Arps, Slate, Meagher & Flom LLP, Director Compensation in the Spotlight (January 2016)
Chapter 25. Skadden, Arps, Slate, Meagher & Flom LLP, 2016 Compensation Committee Handbook
Chapter 26. The SEC’s Continued Focus on Financial Reporting in 2016: What Does It All Mean for Public Companies?
Chapter 27. PwC, Point of View, Preparing For the New Revenue Standard: Are You Ready? (December 2015)
Chapter 28. Brett Cohen and Bill Coffey, PwC, In Brief, No. US2016-21, FASB Proposes Technical Corrections to the New Revenue Standard (May 19, 2016)
Chapter 29. John Bishop, Chad Soares and Ashima Jain, PwC, In Depth, No. US2016-02, The Leasing Standard—A Comprehensive Look at the New Model and Its Impact (March 2, 2016)
Chapter 30. Daghan Or, Toni Lockett and Guy Raymaker, PwC, In Depth, No. US2014-07, Going Concern: FASB Defines Management’s Going Concern Assessment and Disclosure Responsibilities (September 23, 2014)
Chapter 31. Public Company Accounting Oversight Board, Standard-Setting Agenda, Office of the Chief Auditor (June 30, 2016)
Chapter 32. Wesley R. Bricker, Deputy Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission, Speech, Remarks before the 35th Annual SEC and Financial Reporting Institute Conference (June 9, 2016)
Chapter 33. Wesley R. Bricker, Deputy Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission, Speech, Remarks before the 2016 Baruch College Financial Reporting Conference (May 5, 2016)
Chapter 34. Brian T. Croteau, Deputy Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission, Speech, Remarks before the 2015 AICPA National Conference on Current SEC and PCAOB Developments (December 9, 2015)
Chapter 35. Courtney D. Sachtleben, Professional Accounting Fellow, Office of the Chief Accountant, U.S. Securities and Exchange Commission, Speech, Remarks before the 2015 AICPA National Conference on Current SEC and PCAOB Developments (December 9, 2015)
Chapter 36. Michael W. Husich, Senior Associate Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission, Speech, Remarks before the 2015 AICPA National Conference on Current SEC and PCAOB Developments (December 9, 2015)
Chapter 37. Joey Bonaldi, Update on “SEC Comment Letters: A Five Year Trend” (2015) (Posted August 1, 2016), blog post available at http://www.auditanalytics.com/blog/update-on-sec-comment-letters-a-five-year-trend-2015/
Chapter 38. Hon. Mary Jo White, Chair, U.S. Securities and Exchange Commission, Speech, Keynote Address at the 2015 AICPA National Conference: “Maintaining High-Quality, Reliable Financial Reporting: A Shared and Weighty Responsibility” (December 9, 2015)
Chapter 39. U.S. Securities and Exchange Commission, Non-GAAP Compliance and Disclosure Interpretations (Updated May 17, 2016)
Chapter 40. PwC, Audit Committee Excellence Series: To GAAP or Non-GAAP? The SEC is Watching (July 2016)
Chapter 41. PwC, Point of View, Building Confidence in Non-GAAP Measures and Other KPIs—A Path Forward (May 2016)
Chapter 42. Center for Audit Quality, Questions on Non-GAAP Measures: A Tool for Audit Committees
Chapter 43. Hon. Mary Jo White, Chair, U.S. Securities and Exchange Commission, Keynote Address, International Corporate Governance Network Annual Conference: Focusing the Lens of Disclosure to Set the Path Forward on Board Diversity, Non-GAAP, and Sustainability (June 27, 2016)
Chapter 44. James V. Schnurr, Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission, Speech, Remarks before the 12th Annual Life Sciences Accounting and Reporting Congress (March 22, 2016)
Chapter 45. John May, Marc Anderson, Sarah Fitch and Declan Byrne, PwC, Dataline, A Look at Current Financial Reporting Issues, No. 2013-22, Evaluating Errors in Previously-Issued Financial Statements, Applying the “Dual Method” (November 21, 2013)
Chapter 46. Public Company Accounting Oversight Board, Audit Committee Dialogue, Release No. 2015-003 (May 7, 2015)
Chapter 47. Public Company Accounting Oversight Board, Division of Registration and Inspections, Staff Inspection Brief, Vol. 2016/3, Information about 2016 Inspections (July 2016)
Chapter 48. Center for Audit Quality, Audit Quality Indicators: The Journey and Path Ahead (January 2016)
Chapter 49. Lawyers’ Professional Obligations under SEC Rules
Chapter 50. Attorney Conflicts and Waivers
Chapter 51. Distinctions Between Current and Former Clients
Chapter 52. Attorney-Client Privilege and Work Product Protection for Non-Lawyers (Public Relations Experts)
Chapter 53. The SEC Whistleblower Program: Lawyers and Compliance Officers as Whistleblowers
Chapter 54. Other Ethical Issues in the Deal Context
Chapter 55. The International Capital Markets—What’s Different? What’s New? (Substantive Outline)
Chapter 56. Shearman & Sterling, LLP, Capital Markets, EU Market Abuse Regulation—Implications for Non-EU Issuers with Securities Traded on an EU Market (June 23, 2016)
Chapter 57. Cleary Gottlieb Steen & Hamilton LLP, Alert Memorandum, Resource Extraction Payments—The SEC Tries Again (December 14, 2015)
Chapter 58. Cleary Gottlieb Steen & Hamilton LLP, Alert Memorandum, Conflict Minerals: New D.C. Circuit Decision, but no Rule Changes—Yet (August 21, 2015)
Chapter 59. Cleary Gottlieb Steen & Hamilton LLP, Alert Memorandum, S.D.N.Y. District Court Holds Trust Indenture Act Limits Ability of Issuer to Restructure Bonds of Dissenting Bondholders Outside of Bankruptcy (June 30, 2015)
Chapter 60. The Jumpstart Our Business Startups Act of 2012
Chapter 61. Select Investment Company Act and Investment Advisers Act Issues (PowerPoint slides)
Chapter 62. Selected Excerpts from the Investment Company Act of 1940
Chapter 63. U.S. Securities and Exchange Commission, Order Instituting Cease-and-Desist Proceedings Pursuant to Section 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing a Cease-and-Desist Order, In the Matter of Cherokee Investment Partners, LLC and Cherokee Advisers, LLC, Investment Advisers Act of 1940 Release No. 4258, Administrative Proceeding File No. 3-16945 (November 5, 2015)
Chapter 64. U.S. Securities and Exchange Commission, Order Instituting Cease-and-Desist Proceedings Pursuant to Section 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing a Cease-and-Desist Order, In the Matter of Blackstone Management Partners L.L.C., et al., Investment Advisers Act of 1940 Release No. 4219, Administrative Proceeding File No. 3-16887 (October 7, 2015)
Chapter 65. U.S. Securities and Exchange Commission, Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, In the Matter of Guggenheim Partners Investment Management, LLC, Investment Advisers Act of 1940 Release No. 4163, Administrative Proceeding File No. 3-16735 (August 10, 2015)
Chapter 66. U.S. Securities and Exchange Commission, Order Instituting Cease-and-Desist Proceedings Pursuant to Section 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing a Cease-and-Desist Order, In the Matter of Kohlberg Kravis Roberts & Co. L.P., Investment Advisers Act of 1940 Release No. 4131, Administrative Proceeding File No. 3-16656 (June 29, 2015)
Chapter 67. U.S. Securities and Exchange Commission, Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 203(e), 203(i), and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, In the Matter of Highland Capital Management, L.P., Investment Advisers Act of 1940 Release No. 3939, Administrative Proceeding File No. 3-16169 (September 25, 2014)
Chapter 68. U.S. Securities and Exchange Commission, Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, In the Matter of Barclays Capital Inc., Securities Exchange Act of 1934 Release No. 73183, Investment Advisers Act of 1940 Release No. 3929, Administrative Proceeding File No. 3-16154 (September 23, 2014)
Chapter 69. Selected Memos
Chapter 70. Takeover Law and Practice
Chapter 71. Takeover Response Checklist and Dealing with Activist Hedge Funds—Succeeding in the New Corporate Governance Paradigm
Chapter 72. TIAA-CREF Policy Statement on Corporate Governance, 6th Edition
Chapter 73. The Regulatory Agenda of the SEC’s Division of Corporation Finance (August 2016)
Chapter 74. Certification of Questions of Law from the United States District Court for the District of Delaware, ATP Tour, Inc. et al. v. Deutscher Tennis Bund (German Tennis Federation) et al., C.A. No. 07-178 (GMS) (Del. May 8, 2014)
Chapter 75. Boilermakers Local 154 Ret. Fund v. Chevron Corp., C.A. No. 7220-CS (Del. Ch. June 25, 2013)
Chapter 76. City of Providence v. First Citizens Bancshares, Inc., et al., C.A. No. 9795-CB (Del. Ch. Sept. 8, 2014)
Chapter 77. Delaware Senate Bill No. 75, An Act to Amend Title 8 of the Delaware Code Relating to the General Corporation Law
Chapter 78. Explanation of Council Legislative Proposal
Chapter 79. Fee-Shifting FAQs
Chapter 80. Delaware House Bill No. 371, An Act to Amend Title 8 of the Delaware Code Relating to the General Corporation Law
Chapter 81. In re Trulia, Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016)
Chapter 82. Morris, Nichols, Arsht & Tunnell LLP, Mergers & Acquisitions, A Delaware Checklist (Updated through February 29, 2016)
Chapter 83. Fiduciary Duties and Legal Considerations for Conflicts Committees
Chapter 84. Cleary Gottlieb Steen & Hamilton LLP, Alert Memorandum, Industrial Strategy Post-Brexit: The UK’s Power To Block Mergers On Public Interest Grounds (July 2016)
Chapter 85. Ethan A. Klingsberg, Meredith E. Kotler and Darryl G. Stein, Cleary Gottlieb Steen & Hamilton LLP, Cleary M&A and Corporate Governance Watch, Delaware Supreme Court Enhances Defenses Available to Directors and Financial Advisors Where Well-Run Sale Processes and Adequate Disclosure (May 9, 2016)
Chapter 86. David Leinwand, Cleary Gottlieb Steen & Hamilton LLP, Cleary M&A and Corporate Governance Watch, Controlling Minority Stockholders—When Does a Minority Constitute a Majority? (April 5, 2016)
Chapter 87. Ethan A. Klingsberg and Rob Gruszecki, Cleary Gottlieb Steen & Hamilton LLP, Cleary M&A and Corporate Governance Watch, How M&A Agreements Handle the Risks and Challenges of PRC Acquirors (March 24, 2016)
Chapter 88. Christopher E. Austin and Victor I. Lewkow, Cleary Gottlieb Steen & Hamilton LLP, Cleary M&A and Corporate Governance Watch, An Update on Insider Trading and Tender Offers: The 14e-3 Claims from the Allergan/Valeant Takeover Battle Survive a Motion to Dismiss (November 16, 2015)
Chapter 89. Ethan A. Klingsberg, Cleary Gottlieb Steen & Hamilton LLP, Cleary M&A and Corporate Governance Watch, What Do the Recent Delaware Opinions Mean for Corporate Board Processes and Relationships with Financial Advisors? (November 2, 2015)
Chapter 90. Meredith E. Kotler and Darryl G. Stein, Cleary Gottlieb Steen & Hamilton LLP, Cleary M&A and Corporate Governance Watch, Corwin v. KKR: The Significance of Stockholder Approval (October 13, 2015)
Chapter 91. Victor I. Lewkow, et al., Cleary Gottlieb Steen & Hamilton LLP, M&A and Corporate Governance, Going Private Transactions—MFW’s Bumpy Road to Business Judgment Review (March 14, 2014)
Chapter 92. Data Points from Selected Recent Transactions Involving PRC Acquirors (Chart)
Chapter 93. Trends in SEC Enforcement & Internal Investigations (August 12, 2016)
Chapter 94. The Defense Perspective: Strategies and Practical Considerations from the Source (Substantive Outline)
Chapter 95. SEC Enforcement Developments (August 22, 2016)
Chapter 96. Due Diligence as a Defense in Securities Litigation (Substantive Outline)
Chapter 97. Securities Fraud Litigation: Thoughts from a Plaintiffs’ Perspective (Substantive Outline) (August 11, 2016)
Chapter 98. U.S. Department of Justice, Offices of the United States Attorneys, Principals of Federal Prosecution of Business Organizations
Chapter 99. U.S. Department of Justice, Office of the Deputy Attorney General, Memorandum Re: Individual Accountability for Corporate Wrongdoing, from Sally Quillian Yates, Deputy Attorney General (September 9, 2015)
Chapter 100. U.S. Department of Justice, Criminal Division, Fraud Section Memorandum Re: The Fraud Section’s Foreign Corrupt Practices Act Enforcement Plan and Guidance (April 5, 2016)
Chapter 101. Joele Frank Wilkinson Brimmer Katcher, Governance Principles of Interest Media Coverage (July 28, 2016)
Chapter 102. Open Letter: Commonsense Principles of Corporate Governance
Chapter 103. Commonsense Principles of Corporate Governance
Chapter 104. Volkswagen: Selected Press Releases on Emissions Crisis
Chapter 105. Ethical Dilemmas in Enforcement Representations and Internal Investigations (Prepared August 26, 2016)
Chapter 106. Ethical Considerations Involving Multiple Representations (September 2016)
Chapter 107. Ethical Dilemmas in Enforcement Representations and Internal Investigations, SEC “Reporting Up Rule”—Rule 205
Chapter 108. Form of Memo to Public Company Law Department from General Counsel Regarding Sarbanes-Oxley Up-the-Ladder Reporting Obligations
Chapter 109. Covington & Burling LLP, Client Alert, SEC Order May Impact Employee Confidentiality Obligations (April 1, 2015)
Index