October 19, 2014
Dear Colleagues and Friends:
I hope this finds you well and enjoying the crisp Fall weather this weekend. For our Committee's purposes, the change in seasons also means that the Fall Meeting of the ABA's Business Law Section (BLS) - to be held at the Ritz-Carlton hotel in Washington, D.C., from Friday, November 21 through Saturday, November 22, 2014 - is fast approaching. The preliminary versions of the various Fall Meeting schedules (Alphabetical, Chronological and CLE Programs), have basically "gelled" at this point, although they are subject to change by the ABA staff. The Fall Meeting brochure is still being finalized, but should be available soon on the dedicated BLS Fall Meeting website.
Please note that the ABA early-bird online registration fee of $300 (for BLS members; $200 for judges, academics, government and public service lawyers) is available through Tuesday, October 21, 2014; the advance online registration fee of $350 (again, BLS members only; $250 for judges, academics, government and public service lawyers) is available thereafter (refund deadline is November 7, 2014). There is no fee for law students, so we hope to see many of them from area law schools (and beyond) in attendance. As always, you do have the option of waiting until the Fall Meeting to register on-site at the Ritz-Carlton. For more information on the logistics of advance online registration and Ritz-Carlton hotel reservations (ABA group rate of $309/night is available until the earlier of October 29 or the date the rooms held for the ABA are sold out), click here.
Before I conclude with a brief description of the highlights of our Committee's meeting, I'd like to call to your attention to another terrific program scheduled for Thursday, November 13, 2014, from 11:30 a.m. to 2:00 p.m. Eastern, and 4:30 p.m. to 7:00 p.m. GMT: The 15th Annual "Live from the SEC" presentation co-sponsored by the Federal Regulation of Securities Committee and the ABA's Section of International Law. I'm very pleased to announce that Jeffrey Rubin, the immediate past Chair of this Committee who is now serving as a BLS Senior Advisor (among other positions), and Rob Lando, who recently succeeded Daniel Bushner as Chair of the International Securities Matters Subcommittee (more on this below), will be among the ABA discussants. This interactive update from SEC Division Directors and other senior SEC staff members will review recent developments in international securities regulation and enforcement, following opening remarks by SEC Commissioner Kara M. Stein. Particular attention will be focused on important developments in the U.S. securities laws affecting foreign issuers and markets (including but not limited to relevant provisions of the Dodd-Frank and JOBS Acts). There are three ways to attend: (a) in person at Baker & McKenzie in Washington, D.C., or Proskauer Rose in London; (b) individual webcast or teleconference; and (c) organization-wide webcast, teleconference or videoconference. For further information, and to register, please visit http://shopaba.org/SEC2014. I encourage everyone to attend, virtually or otherwise, to hear the latest!
Speaking of the International Securities Matters Subcommittee, I want to take this opportunity to express our Committee's special thanks to Daniel Bushner for his extraordinary leadership of the Subcommittee over the past three years. Daniel, we greatly appreciate your tireless efforts to keep our Committee members informed and engaged in discussion regarding important developments in global securities regulation and how they affect domestic and foreign registrants and markets. And we welcome Rob Lando and thank you for agreeing to serve as the new Subcommittee Chair.
In conclusion, I would like to leave you with a brief preview of the interesting and diverse agenda on tap for the upcoming meeting of the Federal Regulation of Securities Committee. In addition to the regular meetings of our Subcommittees, the Disclosure Effectiveness Working Group and the Fund Directors Guide Task Force (all dates/times/places at pages 5-7 of the attached Alphabetical Schedule), we are delighted to announce that senior SEC officials will be joining us as guest speakers, including (but not limited to) Keith F. Higgins, Director of the SEC's Division of Corporation Finance (and former Chair of this Committee), and Andrew J. Ceresney, Director of the SEC's Division of Enforcement. Your Subcommittee leaders will be in touch soon to tell you more about their respective meetings, including which other senior SEC and/or FINRA staff members will be participating (if any). In the meantime, I'll leave you with these highlights:
Dialogue with Keith F. Higgins, Director of the SEC's Division of Corporation Finance: Director Higgins will be joined by other senior staff members to engage in a wide-ranging discussion, with Committee Vice Chairs David Lynn and David Sirignano and myself, on current "hot topics" relating to the work of the SEC's Division of Corporation Finance. To hear the latest and greatest news from the Division, including an update on the Disclosure Effectiveness initiative that the Division is spearheading for the SEC, please join us on Friday, November 21, from 11:00 a.m. to 12:30 p.m. (Eastern).
Keynote Luncheon Speech by SEC Division of Enforcement Director Andrew J. Ceresney: Although anything that Director Ceresney has to say is of great interest to us all, we expect him to deliver a particularly lively and thought-provoking speech during our Committee's luncheon, scheduled for Friday, November 21, from 12:30 p.m. to 2:00 p.m. (Eastern). Luncheon tickets can be purchased as part of the online registration process (see link, above) or onsite. Please join us!
Committee CLE Programs:
The SEC's Disclosure Effectiveness Initiative: ABA Federal Regulation of Securities Committee's and Other Private Sector Proposals (Friday, Nov. 21, 9:30 a.m. - 11:00 a.m. Eastern). Thomas Kim, the Chair of the Committee's Disclosure Effectiveness Working Group formed earlier this year by the Federal Regulation of Securities and Law and Accounting Committees of the BLS (Tom also serves as Vice Chair of the Securities Law Opinions Subcommittee), will moderate a panel discussion featuring other leaders of the Working Group. The panel will focus on the pros and cons of various recommendations for disclosure reform made to the Division of Corporation Finance by the Working Group and other commenters, including but not limited to the U.S. Chamber of Commerce and the Society of Corporate Secretaries and Governance Professionals.
Issuers, Broker-Dealers, Investment Advisers and Funds (and Regulators) Embrace Social Media: "Like" It or Not (or To Tweet or Not to Tweet -- That is the Question)(Friday, Nov. 21, 3:30 p.m. - 5:00 p.m. Eastern). Committee Vice Chairs Jay Baris and David Lynn will co-moderate a panel addressing the complex regulatory and practical issues raised by social media usage, from the differing perspectives of operating companies, registered and unregistered funds, and registered broker-dealers and investment advisers.
Committee Task Force, Working Group and Other Special Meetings:
Fund Director's Guidebook Task Force (Friday, Nov. 21, 11:00 a.m. - 12:00 p.m. Eastern). Lori Schneider, who is Chair of this Task Force (as well as a Vice Chair of the Investment Companies and Investment Advisers Subcommittee), will preside over this meeting of the Task Force focusing on the substantial progress being made on a new edition of the popular Committee publication. Arian June, our Committee's Publications Director, deserves special thanks from the Committee for her invaluable assistance with this terrific project.
Disclosure Effectiveness Working Group (Saturday, Nov. 22, 11:00 a.m. - 12:30 p.m. Eastern). Tom Kim will chair this meeting, joined by lead drafters Rani Doyle, Amy Goodman, Linda Griggs, Matthew Kaplan, Steven Slutzky and Thomas White, along with other members of the Working Group. Anyone who is interested in the subject-matter should feel free to attend. There will be a lot to talk about after hearing on Friday from Corp Fin Director Keith Higgins and other senior Division staff, as well as the panelists from the related CLE program -- well worth sticking around to learn more on Saturday morning!
Governance and Sustainability Subcommittee (Saturday, Nov. 22, 2:00 - 3:00 p.m., Eastern). This new Subcommittee was formed jointly by our Committee and the Corporate Governance Committee, with David Lynn serving as one of three Co-Chairs -- the other two Co-Chairs, from Corporate Governance, are Nancy Cleveland and Kathy Jaffari. The Subcommittee plans to address the full panoply of significant disclosure and governance issues raised by the current global investor interest in sustainability matters (e.g., climate change and greenhouse gas emissions, water usage, etc.). BLS itself has established a new Sustainability Task Force, which gives you some idea of the widespread interest the topic is generating among business lawyers. Whatever your views on the need for mandatory vs. voluntary public company disclosure regarding sustainability, or the appropriate role of shareholders in driving corporate sustainability judgments, there is no doubt that the securities bar must learn more in order effectively to advise our clients. If you would like to join the Subcommittee, or just want to know more about its mission, please consider attending the meeting on 11/22 or, if you can't make it, please contact Dave Lynn (Dlynn@mofo.com), Kathy Jaffari (firstname.lastname@example.org) and/or Nancy Cleveland ((email@example.com) for further information.
Hope you can all make to the meeting - if not, there will be dial-in numbers available in the coming weeks for the Dialogue with the Director and the regular meetings of the Subcommittees, Task Force on the Fund Director's Guidebook, and the Disclosure Effectiveness Working Group. I'm not sure yet whether dial-in participation will be possible for the meeting of the Governance and Sustainability Subcommittee, but we should know soon enough. A revised version of the Alphabetical Fall Meeting Schedule (see above) containing dial-in numbers should be posted on the BLS Fall Section website, shortly before the meeting, so please keep your eyes peeled if you are unable to attend. And remember that there is no dial-in access to CLE programs, per ABA policy.
Thanks much - I look forward to seeing (or hearing) you all at the Fall Meeting!
Very best regards, Cathy
Catherine T. Dixon
Chair, Federal Regulation of Securities Committee
ABA Business Law Section