August 30, 2014
While it does seem a bit unfair to send you this reminder over the Labor Day holiday weekend, the upcoming meeting of the Federal Regulation of Securities Committee in Chicago is almost upon us and I wanted to make sure that you receive the latest schedule, a copy of which can be found here (current as of 8/28/14, with dial-in information for certain meetings). Our upcoming meeting -- which is part of the first "solo" annual meeting of the ABA Business Law Section ("BLS") at the Hyatt Regency Chicago hotel - begins on Thursday, September 11 and runs through the afternoon of Saturday, September 13, 2014. So when everyone gets back to business next week after enjoying the last few days of summer vacation, please take a minute to check out the alphabetical schedule (all times Central) for the entire BLS meeting. Our Committee's Subcommittee, Working Group and Task Force meetings, along with the CLE programs primarily sponsored by Fed Reg, are listed on pp. 27-30 of the foregoing schedule. As always, dial-in numbers for those who cannot attend are limited to the Dialogue with the Director program, the Disclosure Effectiveness Working Group meeting, the Fund Directors' Guidebook Task Force meeting, and the various Subcommittee meetings. Recordings of the CLE programs and accompanying materials will be available within a reasonably short time after the meeting, via the ABA website; I'll let you know when they are posted.
Just a few highlights of what we anticipate will be a particularly interesting and productive meeting are outlined below (again, all times are local Chicago time):
Dialogue with SEC Division of Corporation Finance Director Keith F. Higgins and OM&A Chief Michele Anderson (Fri., Sept. 12, 10:30 a.m. - noon): Committee Vice-Chairs David M. Lynn and David A. Sirignano will join me in a wide-ranging dialogue with Division Director Keith F. Higgins and Michele Anderson, Chief of the Division's Office of Mergers and Acquisitions.
Meeting of the Disclosure Effectiveness Working Group (Fri., Sept. 12, 2:30 - 4:30 p.m.): The Committee's Disclosure Effectiveness Working Group will meet to discuss various ideas for streamlining and enhancing both the content and presentation of business and financial information in periodic reports, which were formulated this summer by members of the Working Group in response to the SEC's call for public comments and suggestions on disclosure reform (see Spotlight: Disclosure Effectiveness, at http://www.sec.gov/Spotlight/Disclosure-effectiveness.shtml). I'm pleased to report that the Working Group has made a lot of progress, and looks forward to the opportunity to debate these ideas at the upcoming meeting.
Meeting of the Governance and Sustainability Joint Subcommittee of the Corporate Governance and Federal Regulation of Securities Committees (Fri., Sept. 12, 4:30 - 5:30 p.m.): In recognition of the growing debate on global sustainability issues and the appropriate role of the public corporation and the federal securities laws, respectively, in addressing these issues, our two Committees have formed a new Subcommittee that will focus on the relevance of sustainability to corporate governance and disclosure. Dave Lynn, a Vice-Chair of our Committee, is co-chairing the new Subcommittee, along with Nancy S. Cleveland and Katayun I. Jaffari of the Corporate Governance Committee. The first Subcommittee meeting will be held on Friday, September 12, 2014, from 4:30 - 5:30 p.m., immediately following a two-hour CLE program (2:30-4:30 p.m.) presented by the Corporate Governance and Federal Regulation of Securities Committees, entitled "A Sustainability Disclosure Debate: The Future of Reporting, Transparency and Multiple Forms of Capital." Dave, Kathy and Nancy will lead a distinguished panel of speakers reflecting a variety of viewpoints in this ongoing debate. Anyone who is interested in joining this new Subcommittee should attend the 4:30 p.m. meeting if you can, whether in person or by phone.
Meeting of the Fund Directors' Guidebook Task Force (Fri., Sept. 12, 2:30 - 3:30 p.m.): Lori Schneider, a Vice-Chair of the Investment Companies & Investment Advisers Subcommittee, will lead this meeting of the task force, which is now engaged in a timely update of an extremely valuable Committee publication.
CLE Programs on "Hot" Topics:
In addition to the Sustainability program noted above, our Committee is either sponsoring or co-sponsoring the following CLE programs, all of which promise lively and topical discussions on subjects of significant interest to many of our members. Information on panelists (who are not identified in the schedule) is provided to the extent available, and therefore is incomplete and subject to change.
"Technology and Enforcement: The New Frontier" (Thurs., Sept. 11, 8:00 -9:30 a.m.) -- Co-Chaired by Elizabeth P. Gray and Carmen J. Lawrence, who also serve as Co-Chairs of the Civil Litigation & SEC Enforcement Matters Subcommittee, will explore the implications of the SEC's increasing use of sophisticated technology as an investigative tool, including but not limited to the now-famous Accounting Quality Model (also known widely as "Robocop"), with distinguished speakers from both the SEC (Robert Burson of the Chicago Regional Office and Dr. Thomas Dunn of DERA) and the world of private practice.
"Federal Regulation of Shareholder Activism" (Fri., Sept. 12, 9:00 - 10:30 a.m.) - Brian V. Breheny, Chair of the Proxy Statements & Business Combinations Subcommittee, will moderate a panel discussion of activism trends observed as the M&A market heats up, together with their federal securities law implications; the SEC will be ably represented by Michele Anderson, OM&A Chief. Our colleagues from the Mergers and Acquisitions Committee are co-sponsoring the panel.
"Money Market Reform Arrives (Finally): What a Long Strange Trip It's Been!" (Fri., Sept. 12, 4:00 - 5:30 p.m.) - Investment Companies & Investment Advisers Subcommittee Chair Andrew Donohue, who served as Director of the SEC's Division of Investment Management during the late, unlamented financial crisis, will moderate this panel, which will analyze the dramatic history and implications of money market reform in light of the new regulations adopted by the SEC on July 23, 2014. Other distinguished panelists are Committee Vice-Chair Jay G. Baris, Patrick McCabe, Senior Economist with the Federal Reserve; Sara Ten-Sietoff, Assistant Director in the Rulemaking Office of the SEC's Division of Investment Management; Robert Plaze, a partner at Stroock, Stroock & Lavan who served at the SEC in various senior positions for nearly 30 years; and Karrie McMillan, former General Counsel of the Investment Company Institute responsible for the ICI's comments on the 2010 and 2014 rulemakings, who also worked at the SEC.
"Emerging Investment Platforms: Peer-to-Peer, Crowdfunding and Affinity Investing" (Thurs., Sept. 11, 10:30 a.m. - noon) - Primarily sponsored by the Developments in Business Financing Committee (we are co-sponsoring) and chaired by Andrew D. Thorpe, a partner with Orrick Herrington & Sutcliffe LLP, the title of this program makes clear that it will cover some of the "hottest" topics today for many securities lawyers.
"International Developments in Corporate Governance: Implications for US Companies" (Fri., Sept. 12, 8:00 - 9:00 a.m.) - Holly J. Gregory, the incoming Chair of the Corporate Governance Committee and a partner at Sidley Austin LLP, will moderate a panel discussion focused on several central themes in global corporate governance, including binding shareholder votes on executive compensation, mandatory majority voting in director elections, corporate social responsibility and board diversity. Holly will be joined by Rebecca Grapsas of Weil Gotshal & Manges LLP, Dr. Alfredo Rovira of Estudio ROVIRA in Buenos Aires, Argentina, and Richard Silberstein, a partner at Gomez-Acebo & Pombo, Barcelona, Spain. This multinational panel is presented by the International Developments Subcommittee of the Corporate Governance Committee, and co-sponsored by the Federal Regulation of Securities, Corporate Compliance, Diversity and Inclusion, and International Business Law Committees.
"Securitization Fundamentals: True Sales, Revolving Versus Amortizing Structures and Other Issues" (Fri., Sept. 12, 10:30 a.m. - 12:30 p.m.) - Sara E. Whyte of the Securitization & Structured Finance Committee, who is also a partner with Kirkland & Ellis LLP, will chair this program addressing "cutting-edge" issues in this important sector. Our Committee is co-sponsoring, along with other Committees too numerous to list here (thus attesting to the widespread interest in securitization matters within BLS).
"How Inside and Outside Corporate Counsel Can Work Together to Maximize the Value of Corporate Legal Services" (Fri., Sept. 12, 10:30 a.m. - 12:30 p.m.) - Robert L. Haig, a partner with Kelly Drye & Warren LLP, will chair this practice-oriented program sponsored by the Corporate Counsel Committee (our Committee is one of many co-sponsors), which will focus on improving the quality and maximizing the value of legal services (whether rendered by in-house or outside counsel) for corporate clients. Other distinguished panelists include Douglas C. Barnard, Sr. VP and GC, CF Industries Holdings, Inc.; Robert E. Bostrom, Sr. VP, GC and Corporate Secretary, Abercrombie & Fitch; Ivonne M. Cabrera, Sr. VP and GC, Dover Corporation; Jodi J. Caro, VP and GC, Integrys Energy Group, Inc.; Christine M. Castellano, Sr. VP and GC, Ingredion Incorporated; Kathryn McNamara Corley, Exec. VP and GC, Discover Financial Services; Deborah A. Golden, Exec. VP, GC and Secretary, GATX Corporation; Maria C. Green, Sr. VP and GC, Illinois Tool Works Inc.; Carrie J. Hightman, Exec. VP and CLO, NiSource, Inc.; John L. Howard, Sr. VP and GC, W.W. Grainger, Inc.; Jeffrey W. Jackson, Sr. VP and GC, State Farm Insurance Cos.; and Kenton R. Rose, Sr. VP and GC, Beam, Inc.
"Derivatives Developments: New Market Structures, Cross-Border Complexity, Groundbreaking Litigation, and Unfinished Regulatory Business" (Fri., Sept. 12, 2:30 - 4:15 p.m.) - Susan C. Ervin, who chairs the Derivatives and Futures Law Committee and is a partner with Davis Polk & Wardwell LLP, will be joined by a panel comprised of experts from government and private practice, as follows: Gretchen Lowe, Principal Deputy Director and Chief Counsel of the CFTC's Division of Enforcement; Brian Bussey, Associate Director for Derivatives Policy and Trading Practices of the SEC's Division of Trading & Markets; Jamilla Piracci, VP, OTC Derivatives, National Futures Association; Michael Spafford, a partner with Paul Hastings LLP; and Katherine Trkla, a partner with Foley & Lardner LLP. Topics will cover the derivatives waterfront, as the title suggests.
"The Road to Abilene, Temporary Blindness, Slippery Slopes, and Other Hazards to Ethical Behavior by Lawyers" (Fri., Sept. 12, 2:30 - 4:30 p.m.) - Michael Herman of the Professional Responsibility Committee will chair this panel discussion on a subject of great interest to all lawyers. Co-sponsors are the Federal Regulation of Securities and Business Law Education Committees.
"Who Do You Trust? Lawyers as Gatekeepers and the Ethics of Client Due Diligence" (Sat., Sept. 13, 8:30 - 10:00 a.m.) -- Chaired by Robert A. Creamer, who serves as Chair of the Subcommittee on Liaison with the Center Standing Committees of the Professional Responsibility Committee, this panel will discuss the role of lawyers as gatekeepers and ethical problems that arise in performing client due diligence. Our Committee is co-sponsoring with the Business Law Education, Corporate Compliance, International Business Law and White-Collar Crime Committees.
That's it for now. I look forward to seeing (or hearing) you at the upcoming BLS Annual meeting, and in the meantime wish you a terrific Labor Day holiday. All best, Cathy
Catherine T. Dixon, Chair
Federal Regulation of Securities Committee
Business Law Section
American Bar Association