The 35th Annual Federal Securities Institute

Event Details

Feb 07 - 08, 2017

Miami, FL


Thomson Reuters is pleased to present the 35th Annual Federal Securities Institute, the Southeast’s premier educational forum on new Delaware corporate law developments and anticipated deals that can significant impact corporate transactions in the current calendar year. Attendees will hear directly from top experts and authorities throughout the country, including regulators, judges, corporate counsel, plaintiff and defense litigators.

Special Offers

Group discounts available. For details call 1-800-308-1700.

Why You Should Attend

Our program showcases some of the nation's foremost transactional lawyers and regulatory officials for two days of robust educational conversation.This year's program examines a number of new topics including:
  • Navigating the New World of Offering Alternatives
  • Emerging Issues in Private Securities Litigation
  • The Ongoing Evolution of Activist Shareholders
  • Regulatory Updates on SEC Enforcement
  • And much more!

Who Should Attend

Corporate Counsel, Transactional Attorneys, Chief Executive Officers, Principal & Partners

Event Co-Chairs

Gregory C. Yadley

Shumaker, Loop & Kendrick

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Tracy Nichols

Holland & Knight

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Steven A. Rosenblum

Wachtell, Lipton, Rosen & Katz

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Gregory P. Williams

Richards, Layton & Finger

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Event Details

Tuesday, Feb 07

Registration & Continental Breakfast
Welcome & Introductions

Gregory C. Yadley, Partner, Shumaker, Loop & Kendrick, LLP

Keynote Address: A Tribute to R. Franklin Balotti

The Honorable Leo E. Stine, Jr. will deliver an opening tribute to the late R. Franklin Balotti, one of the country’s foremost corporate lawyers and litigators, and a mainstay in the Delaware Court of Chancery and the Supreme Court of Delaware.

Keynote Presenter:
The Honorable Leo E. Strine, Jr., Chief Justice, The Delaware Supreme Court

M&A and Public Company Deals

The panel will focus on the latest trends and issues in public company deal-making, including the impact of concern over Brexit, rising interest rates and the 2016 election.  We will examine the increase in cross-border activity (including some of the largest hostile takeover bids such as Bayer’s pending acquisition of Monsanto and Sanofi’s bid for Medivation).  Other areas of focus will be recent developments in deal-related litigation (including appraisal litigation) and the continued focus on advisor roles and potential conflicts. Specific questions to be addressed include:

  • What are the important trends in public company deal-making?
  • What is driving the shift towards cross-border deals and hostile bids and will it continue?
  • How is deal-related litigation changing?  Can one still effect a disclosure-based settlement?
  • Should one moot out disclosure claims?
  • What are the latest developments in fiduciary standards in the M&A context?
  • What do directors need to know about their advisors’ relationships and potential conflicts?
  • Are appraisal rights (especially in the hands of appraisal arbitrage funds) a threat to buyers and what can be done about them?

Trevor S. NorwitzPartner, Wachtell, Lipton, Rosen & Katz

Mark R.T. Adkins, Partner, Blake, Cassels & Graydon LLP
Audra D. CohenPartner, Sullivan & Cromwell LLP
Joe Donohue, Co-Chief Executive Officer, Sagent Advisers
The Honorable Sam Glasscock IIIVice Chancellor, Delaware Court of Chancery
Marni J. Lerner, Partner, Simpson Thacher & Bartlett LLP

Morning Break
Dealing with Shareholders & 2017 Activist Forecast

Activist campaigns, related proxy contests and tender offers show no sign of slowing. This session will take a close look at the trends and developments driving shareholder activism as well as how Boards of Directors and public companies can best prepare to manage activist interest.  Key discussion points will include:

  • Significant campaigns conducted in 2016
  • How to react to activists
  • Lessons learned
  • 2017 forecast

Sabastian V. NilesPartner, Wachtell, Lipton, Rosen & Katz

Cristiano Guerra, Vice President, Institutional Shareholder Services (ISS)
Mark Harnett, Managing Director, Sard Verbinnen & Co.
Robert B. Lamm, Of Counsel, Gunster
Steven A. Rosenblum, Partner, Wachtell, Lipton, Rosen & Katz
Tracy Stewart, Senior Corporate Governance Analyst, State Board of Administration of Florida

Networking Luncheon
Becoming Public and Being Public: Opportunities & Challenges

This panel will focus on the capital raising alternatives now available to companies and the considerations in deciding which path to pursue. It will also look at the necessary planning to deal with the challenges of having a broader, diverse group of shareholders, both as matters of securities law compliance and corporate governance. The session will address exempt offering choices for private companies, including:

  • Factors relevant to choosing the right alternative
  • Dealing with multiple and successive offerings
  • Choosing among the alternative techniques available for public company offerings

Stanley Keller, Of Counsel, Locke Lord LLP
Gregory C. Yadley, Partner, Shumaker, Loop & Kendrick, LLP

Sebastien Gomez Abero, Chief of the Office of Small Business Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission (SEC)
Katayun I. Jaffari, Partner, Ballard Spahr LLP
Anna T. Pinedo, Partner, Morrison & Foerster LLP

Afternoon Break
2017 Hot Spots in Public Company Reporting & Disclosure (and Accounting too!)

Being a public company is more challenging than ever.  From the requirements of SOX (which we all know), to the new mandates of Dodd-Frank,  renewed attention to non-GAAP disclosures, new accounting standards galore, or SEC Enforcement’s renewed focus on financial reporting, there is much for a securities lawyer to be agile with today. This panel will equip you to address these latest challenges. Key topics for discussion will include:

  • Disclosure effectiveness: What to do now!
  • Non-GAAP disclosures: Responding to the new SEC guidance
  • Corp Fin reviews in 2017: Everything from navigating the process to comments to expect
  • New accounting standards and auditing developments: A securities lawyer’s roadmap
  • Being a smaller reporting company: using the scaled disclosure system
  • Executive compensation hot spots: Pay ratio, clawbacks, pay for performance disclosures
  • Frontiers in SEC disclosure:  sustainability, cybersecurity, board diversity

John White, Partner, Cravath, Swaine & Moore LLP

Cathy DixonPartner, Weil, Gotshal & Manges LLP
Robert Evans, Partner, Shearman & Sterling LLP
Sebastian Gomez, Chief of the SEC Office of Small Business Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission (SEC)

Understanding "FRaud" and 2017 SEC Enforcement Priorities

Hear from the head of the SEC’s Miami Regional Office and the head of the SEC’s national Financial Reporting and Audit (“FRaud”) Group about their enforcement priorities, lessons learned from recent enforcement cases and trends, and the impact upon enforcement efforts of the SEC’s whistleblower program.  We will hear in detail what areas the Miami office is targeting for enforcement efforts, as well as how the FRaud Group operates and coordinates with regional and home office enforcement efforts in the area of public company disclosure and accounting fraud. Key takeaways include:

  • SEC enforcement priorities and focus
  • How the SEC’s FRaud Group seeks to develop cases and how it works with the Regional offices
  • Financial disclosure and accounting enforcement priorities
  • Role of whistleblowers in enforcement cases

Christian Bartholomew, Partner, Jenner & Block LLP

Eric I. Bustillo, Regional Director, Miami, US Securities & Exchange Commission
Margaret S. McGuireChief, Financial Reporting and Audit Group, Division of Enforcement U.S. Securities and Exchange Commission (SEC)

Networking Reception

Wednesday, Feb 08

Continental Breakfast
Opening Remarks

Gregory C. Yadley, Partner, Shumaker, Loop & Kendrick, LLP

New Developments in Private Securities Litigation

This session will take an in-depth look at the top securities fraud cases of 2016 and forecast high profile cases for 2017. Panelists will discuss, and weigh-in on, 2016 verdicts, possible precedents set and how regulations may be impacted.

Key discussion points will zero in on:

  • Election impact
  • Will item 303 claims make a difference in securities class actions?
  • Lower courts and the Omnicare v. Laborers District Council Construction Industry Pension Fund
  • Will courts continue to curtail 10b5-1 plans
  • Loss Causation:  can blogs and negative research reports amount to corrective disclosures?
  • Can an “opinion” that turns out to be wrong be actionable?

Tracy A. NicholsPartner, Holland & Knight LLP

Peter Isajiw, Partner, King & Spalding LLP
Grace Mead
, Partner, Stearns Weaver
Kenneth Vianale, Partner, Vianale & Vianale LLP

New Developments in Delaware Corporate Law

This session will take a deep dive into corporate formation law in Delaware, including developments in corporation filings and an overview of various corporate transactions, mergers, amendments to governing documents, asset sales, dividends and dissolutions. In addition, we will addresses the rights and obligations of directors and stockholders of Delaware corporations, including fiduciary duties and voting rights.

Key takeaways and learning objectives include:

  • The view from the bench
  • Disclosure-Only settlements
  • Shareholder challenges to mergers
  • High level summary of requirements applicable to and approvals required for various corporate transactions
  • Discussion of the role and duties of the board of directors and the stockholders of a Delaware corporation

Gregory P. Williams, Partner, Richards, Layton & Finger, P.A.

Paul A. Fioravanti, Jr., Partner, Prickett, Jones & Elliott, P.A.
The Honorable Sam Glasscock III, Vice Chancellor, Delaware Court of Chancery
Theodore N. MirvisPartner, Wachtell, Lipton, Rosen & Katz
Maeve O’Connor, Partner, Debevoise & Plimpton LLP
Lisa Schmidt, Partner, Richards, Layton & Finger, P.A.

Networking Break
Venture Capital and Private Equity for Smaller Company Transactions

This engaging session will take a close look at deal financing and the venture capital and private equity markets. Key discussion points will address:

  • The private equity deal market today
  • Update and claims experience on representations and warranties insurance policies
  • Discussion of select current topics affecting PE and VC players
  • Reverse break fees and equity commitment letters
  • Preferred stock as a financing vehicle for PE deals
  • Secondary market in PE minority interests
  • Venture sideways and down rounds leads

David S. Felman, Shareholder, Hill Ward Henderson, PA

Jeff Anderson, Senior Vice President, Allied World
Daniel H. AronsonPartner, Berger Singerman
David A. Barkus, Partner, Holland & Knight LLP
Matthew Heinz, Senior Managing Director, Aon Transaction Solutions
Steven PeckPartner, Proskauer Rose LLP
Andrew J. StullManaging Director, Houlihan Lokey, Inc.

Vital Considerations on Ethical Dilemmas in the Transactional Setting

Managing conflicts of interest in the transactional setting can be challenging. This session will take a close look at how to identify and avoid conflicts of interest and ensure regulatory compliance. Key discussion points include:

  • Handling the problematic client – learning when and how to say “No”
  • Knowing who is your client – it may not always be clear
  • When can you represent multiple parties in a transaction – and when you can’t or shouldn’t
  • Lawyers in the limelight
  • Key compliance considerations (FCPA, SEC, CFTC)
  • How to handle conflict and privilege matters within the law firm or law department

Curtis Alva, Partner, Alva & Gleizer

Donald J. Beuttenmuller, Jr.General Counsel, Gunster
Stanley Keller, Of Counsel, Locke Lord LLP
Gregory C. YadleyPartner, Shumaker, Loop & Kendrick, LLP


Closing Comments & Conclusion


The Four Seasons Hotel Miami

Four Seasons Hotel Miami
1435 Brickell Avenue
Miami, FL 33131

We have reserved a block of rooms at a group rate of $379/night plus taxes. For reservations, please contact the hotel directly at 305.358.3535 and ask to be connected to Reservations. Please be sure to mention “The 35th Annual Federal Securities Institute” when making your reservation, prior to the cut-off date of Monday, January 23, 2017. Rooms are subject to availability. For questions regarding hotel accommodations, please contact our Conference Planner, Meghan Landis, at or 201.912.3042.

The hotel offers valet parking only. For daily event parking, please tell the valet that you are attending “The 35th Annual Federal Securities Institute” to obtain the $16 discounted event pricing.

Dress Code:
Business casual. We recommend dressing in layers as meeting room temperatures tend to fluctuate.





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