July 15, 2015:
Dear Colleagues and Friends:
I hope this finds you well and enjoying the summer. Along with updating you on the upcoming Annual Meeting of the ABA's Business Law Section (BLS) in Chicago, to be held at the Hyatt Regency Chicago from Thursday, September 17 through Saturday, September 19, 2015, I'd like to share some exciting news on Committee succession and provide a brief recap of our Spring Meeting in San Francisco.
Turning first to succession, I'm delighted to announce that David M. Lynn, now a Vice Chair of the Federal Regulation of Securities Committee, has been selected as the next Committee Chair, with a three-year term to begin when the BLS Annual Meeting ends (on September 19, 2015). Dave, who really needs no introduction, is currently a partner and practice group leader at Morrison & Foerster LLP, which he joined after a long and distinguished career at the Securities and Exchange Commission's Division of Corporation Finance culminating in a stellar stint as the Division's Chief Counsel. Please join me in congratulating Dave on achieving this latest leadership milestone - you'll be a terrific Chair!
Because not all Subcommittee Chair and Vice-Chair terms end on September 19, we will not have an across-the-board changing of the guard after the Chicago meeting. But there will be some leadership changes, which I'll announce in August. In the meantime, as I've mentioned in a previous e-mail to the Committee, Lori Schneider became the new Chair of the Investment Companies and Investment Advisers Subcommittee in late May, after Andrew "Buddy" Donohue stepped down in order to return to the Commission to serve as the agency's Chief of Staff. Many thanks to Buddy for his distinguished service to the Committee, and to Lori for taking on this important leadership role.
Now, a brief preview of our Committee's meeting as part of the larger BLS Annual Meeting scheduled for Thursday, September 17 through Saturday, September 19, 2015, beginning with important dates/logistics. Like last year, the meeting will be held at the Hyatt Regency Chicago hotel, located at 151 East Upper Wacker Drive, Chicago, IL 60601. The discounted group rate of $245.00/night plus tax is available until the group rate block is sold out or August 19, 2015, whichever comes first. You can reserve a room online (www.ambar.org/buslawannual3) or by phone (1-888-421-1442); don't forget to mention the group rate code: "ABA Business Law Section Annual Meeting."
Early-bird ABA registration fee rates are available through Friday, July 24, 2014. For more information on registration, log in at www.ambar.org/buslawannual1, or call the ABA Service Center at 1-800-285-2221. The deadline for advance registration, and for refunds, is Friday, September 4, 2015.
As you'll see from the preliminary alphabetical schedule for the BLS Annual Meeting (at pages 20-21), our Committee's meetings and CLE programs will be held over the course of three days, starting with a luncheon on Thursday, September 17, to honor our colleagues and governance pioneers Amy Goodman, who recently retired as a Gibson Dunn partner, and Peggy Foran, who is the Chief Governance Officer, Vice President and Corporate Secretary of Prudential Financial, Inc. In a nutshell, Peggy will share experiences from her own remarkable career as she talks with Amy about her illustrious and multi-faceted career as a senior Commission lawyer, prolific legal writer and editor, ABA leader and private practitioner. Our Committee is co-sponsoring the luncheon with the Corporate Governance Committee and the Young Lawyers Division of the BLS.
Other highlights of the Federal Regulation of Securities Committee's meeting this September include the following (all times are Central):
1. Dialogue with Keith F. Higgins, Director of the SEC Division of Corporation Finance. Friday, September 18, 10:30 a.m. - noon. Current developments in the Division, from the unique perspective of Division Director Keith F. Higgins.
2. CLE Program -- Insider Trading Re-Visited: Where Are We After Newman? Friday, September 18, 2:30-4:00 p.m. This panel discussion of the aftermath of the Second Circuit's seminal opinion in Newman will be led by the Co-Chairs of the Civil Litigation and SEC Enforcement Matters Subcommittee, Liz Gray and Carmen Lawrence.
3. CLE Program - New Opportunities for Unregistered Securities Offerings - Today and Tomorrow. Friday, September 18, 2:30-4:30 p.m. Stan Keller, who is a former Chair of the Federal Regulation of Securities and Audit Response Committees and just finished a term as Chair of the Legal Opinions Committee, will chair a panel focusing on current developments in private company capital formation, including but not limited to experience under the newly effective Tier 2 of amended Regulation A and Rules 506(b) and 506(c) of Regulation D, as well as pending Commission rulemaking projects in this area (e.g., the JOBs Act crowdfunding proposals). Our Committee is presenting with co-sponsoring Committees Middle Market and Small Business and State Regulation of Securities.
In addition, we are co-sponsoring a CLE program that will be presented by the Corporate Counsel Committee, entitled Ethics and Privilege Issues Which Confront Inside and Outside Corporate Counsel, scheduled for Friday, September 18, from 10:30 a.m. to 12:30 p.m.
More information on the agenda for our Committee's Subcommittee, Task Force and Working Group meetings will be circulated by the various Chairs and/or Vice Chairs as we get closer to the meeting date. As always, we anticipate that dial-in numbers for these meetings and the Dialogue with the Director - but not for the CLE programs - will be available a few weeks before the meeting. I'll make sure you get them.
Finally, a brief summary of some of the highlights of our Committee's meeting during the BLS Spring Meeting in San Francisco, held April 16 through 18, 2015, courtesy of the BLS. Audio replays and materials relating to the following programs contain a wealth of information, and are available on the ABA's website here (warning - you will need your ABA password and ID to access):
1. Dialogue With the Director of the SEC's Division of Corporation Finance. Director Keith F. Higgins deftly covered the Corporation Finance waterfront, from the recently adopted amendments to Regulation A that ultimately became effective on June 19, 2015 (note that the Commission did not stay the effectiveness of the amendments in the face of pending litigation, and a few Tier 2 offerings have been launched since June 19), to other rulemaking projects then (and still) pending (e.g., Dodd-Frank pay-for- performance, hedging and pay ratio), along with developments in Rule 506(b) and (c) offerings, the 2015 proxy season (with a particular focus on Rule 14a-8 proposals), the intriguing topic of universal proxies, OM&A's latest debt tender offer letter, the prospects for 13D/G rulemaking, and progress the Division has made in connection with the Commission's Disclosure Effectiveness initiative. Well worth a replay, particularly for all readers of tea leaves!
2. What Companies Need to Know About the SEC's Financial Reporting Initiatives. Linda Griggs, a partner with Morgan Lewis & Bockius LLP and current member of the FASB's Financial Accounting Standards Advisory Council, who formerly served as a member of the Commission's Advisory Committee on Improvements to Financial Reporting and as Chair of the BLS Law & Accounting Committee (not to mention prior service as Chief Counsel of the Commission's Office of the Chief Accountant, among other jobs at the Commission), chaired a fascinating and highly practical program on the Commission's financial reporting initiatives. The expert panel also featured Peter Chan, a Morgan Lewis partner and who recently served as a senior SEC Enforcement Division official, Catherine de Madrid, an Ernst & Young partner specializing in forensic accounting investigative work, and David Woodcock, until recently the Chair of the Division of Enforcement's Financial Reporting and Audit Task Force and Director of the Commission's Fort Worth Regional Office. In what turned out, in retrospect, to be his final public speaking engagement as a senior SEC official, David shared his insights on the creation, growth and current work of the multi-disciplinary Task Force, including its coordination with other investigative staff of the Division of Enforcement around the country, its interaction with the Commission's Division of Corporation Finance and Office of the Chief Accountant and the PCAOB staff, and its heightened focus on detecting potential internal control over financial reporting deficiencies/weaknesses, material accounting errors and audit failures. Other topics covered by the panel include the Division of Corporation Finance disclosure review program and its comments on the MD&A and financial statements in periodic reports, case law developments, and important "take-aways" and practice tips. Anyone who is interested in these topics but missed the "live" program should hit the audio replay button and download the terrific materials assembled by the panelists.
3. Still Spry at 75: Reflections on the Investment Company Act and the Investment Advisers Act: This is one for the federal securities law annals - a distinguished panel of three former Division of Investment Management Directors (Barry Barbash, a partner at Wilkie Farr; Andrew Donohue, now back at the SEC as Chief of Staff; Marianne Smythe (happily retired)), a senior Commission official (Jennifer McHugh, Senior Policy Advisor to the Director, Division of Investment Management), a law school professor who wrote the definitive 1940 Acts treatises (Boston University Law Professor Tamar Frankel) and two expert private practitioners (Paul Roth, founding partner, Schulte Roth & Zabel; Jay Baris, partner, Morrison & Foerster), assembled to celebrate the 75th anniversary of the two 1940 Acts. The panel explored the history of these statutes and the abuses they were designed to address, the evolution of the law and lore since 1940, and current developments. Anyone with mutual fund investments (which includes just about everyone with a retirement account) should listen to this superb program and review the accompanying materials.
In closing, I just want to wish everyone a wonderful summer! I look forward to seeing you in Chicago this September, or hearing you via the dial-in lines. Will be in touch relatively soon with more succession news and any updates on the BLS Annual Meeting.
All the best, Cathy
Chair, Federal Regulation of Securities Committee
ABA Business Law Section