Thursday, October 4, 2018
8:00 a.m. – 8:30 a.m. Registration & Breakfast
8:30 a.m. – 4:30 p.m. Program
4:30 p.m. – 5:30 p.m. Cocktail Reception

Location
Mayer Brown
71 South Wacker Drive
Chicago, IL 60606

Please join Mayer Brown in Chicago for our 1st Annual Executive Compensation University.

During this full-day program, we will explore tax and securities issues impacting executive compensation and hear from leading Mayer Brown lawyers about the changing regulatory landscape as they provide practical, business-focused guidance on dealing with these challenges. This program will cover such areas as the taxation of equity awards, disclosure issues and hot topics and current trends in executive compensation, including updates on issues related to say on pay, proxy disclosure, institutional shareholders and tax reform. The event will include an ethics program focused on issues relevant to in-house counsel dealing with executive compensation and securities issues. We plan to conclude the day with a cocktail reception.

We look forward to open dialogues with our guests.

A detailed program agenda can be found here.

Registration is available here.

CLE credit is pending.

Wednesday, August 15, 2018
1:00 p.m. – 2:00 p.m. EDT

PIPE transactions remain an important capital-raising alternative. Whether a public company is seeking to finance an acquisition, effect a recapitalization or restructuring, or facilitate a liquidity opportunity for an existing stockholder, a PIPE transaction may be the most efficient approach.

During this session, Partner Anna Pinedo will discuss:

  • Recent market trends;
  • PIPE documentation and the principal negotiating issues;
  • The securities exchange shareholder approval rules and proposed changes to such rules;
  • Using warrants and structuring approaches;
  • Acquisition-related PIPE transactions; and
  • Selling stockholder PIPE transactions.

For more information, or to register for this complimentary session, please visit the event website.

Thursday, August 2, 2018
1:00 p.m. – 2:00 p.m. EDT

With companies remaining private longer, their stockholder base often becomes more widely dispersed. More and more privately held companies are facing interesting challenges in communicating effectively with various stakeholders, without violating securities laws. During this session, Partner Anna Pinedo will address the following:

  • Private company information rights;
  • Rule 701 disclosures for employees;
  • Information requirements in connection with stockholder liquidity programs;
  • Sharing company information in connection with financing rounds;
  • Communicating with investment professionals;
  • Communications and social media policies for private companies; and
  • Blackout/insider trading policies for private companies.

For more information, or to register for this session, please visit the event website.

Wednesday, August 1, 2018
1:30 p.m. – 2:00 p.m. EDT

During this session, the speakers will address some of the topics that should be among the principal areas of focus for disclosure committees, audit committees and others with responsibility for, or oversight of, reporting company disclosures.  We will focus on:

  • Reviewing risk factor disclosures in light of current areas of staff focus;
  • Policies and procedures related to the use of non-GAAP financial measures;
  • Cyber related disclosures;
  • Perk disclosures; and
  • Implementing recently adopted or new accounting standards.

Speakers:

  • Michael L. Hermsen
    Partner, Mayer Brown LLP
  • Anna T. Pinedo
    Partner, Mayer Brown LLP

For more information, or to register for this session, please visit the event website.

Tuesday, July 24, 2018
1:00 p.m. – 2:00 p.m. EDT

Share buybacks have been making headlines recently. During this session, Partner Anna Pinedo will discuss the regulatory framework relating to company share buybacks, including the Rule 10b-18 safe harbor. The different ways in which companies may choose to structure share repurchases will be addressed.

Topics will include:

  • Basics of Rule 10b-18;
  • Required authorizations, disclosures, and documentation;
  • Accelerated share repurchases and other modified repurchase plans; and
  • Legislative proposals relating to 10b-18 and other recent developments.

For more information, or to register for this session, please visit the event website.

July 19 – 20, 2018

PLI New York Center
1177 Avenue of the Americas
(2nd Floor)
New York, NY 10036

This program will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners as well as SEC staff. Emphasis will be placed on the interplay among the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the JOBS Act, the securities related provisions of the FAST Act, related SEC regulations and significant legislative and regulatory changes and proposals.

Partner Anna Pinedo will lead a session titled “Securities Act Exemptions” on Day One of the program. Topics will include:

  • Exempt securities versus exempt transactions;
  • Private placements, including offerings under Rules 504 and 506 of Regulation D;
  • Regulation A+ offerings;
  • “Intrastate” offerings, including new Rule 147A;
  • Crowdfunding;
  • Employee equity awards;
  • Rule 144A offerings;
  • Regulation S offerings to “non-U.S. persons”; and
  • Resales of restricted and controlled securities: Rule 144, Section 4(a)(7) and 4(a)(1½).

PLI will provide CLE credit.

For more information, or to register, please visit the event website.

Wednesday, July 18, 2018
1:00 p.m. – 2:00 p.m. EDT

The new administration began with calls for a repeal of the Dodd-Frank Act and related regulations. Over time, banking agency actions and legislation have brought about more measured regulatory changes. During our session, we will review the changes that have come as a result of actions taken by the banking agencies, including proposed amendments to the Volcker Rule and the proposed stress capital buffer. We will also address the changes contained in the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act. We will also provide some perspective on the additional changes that should be expected in the near term.

We will address the following:

  • Overview—outlining changes being made/proposed by banking agencies and legislative changes;
  • Amendments proposed by the agencies to the Volcker Rule;
  • Amendments to the Volcker Rule contained in the Crapo legislation;
  • Changes to the designation of entities subject to the enhanced prudential supervision provisions; and
  • Securities law provisions contained in the Crapo legislation.

Speakers:

  • David R. Sahr
    Partner, Mayer Brown LLP
  • Anna T. Pinedo
    Partner, Mayer Brown LLP

For more information, or to register for this complimentary session, please visit the event website.

Wednesday, June 6, 2018
1:00 p.m. – 2:00 p.m. EDT

Initially the Trump administration and Clayton SEC were expected to usher in a softer regulatory presence and eliminate existing compliance standards that were deemed burdensome. However, despite a flurry of executive orders, the SEC’s regulatory stance appears to be business as usual, with a quiet continuation of the Obama administration’s initiatives.

Partner Anna Pinedo will participate in a panel discussion hosted by Intelligize on the challenges issuers are actually facing in 2018. Topics will include:

  • Tariffs and trade wars as risk factors;
  • ESG as a significant shareholder concern;
  • Growing cybersecurity challenges; and
  • Revenue recognition, pay ratio disclosure, cryptocurrency and more.

For more information, or to register for this complimentary session, please visit the event website.

On June 13, 2018, the Securities and Exchange Commission will host an investor town hall at Georgia State University’s College of Law.

The town hall will cover a range of topics from finding information about investments, ICOs and digital assets, to cybersecurity.  The Commissioners and SEC staff will then lead breakout sessions, including: “Bitcoin & ICOs;” “Investing in, and Raising Money by, Small Companies;” a session on mutual funds and ETFs; and others.

Visit the SEC’s Investing in America website for additional details and to RSVP.

May 21 – 22, 2018

PLI New York Center
1177 Avenue of the Americas
(2nd Floor)
New York, NY 10036

Join PLI’s expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private offerings. The faculty will begin by addressing the basics of private placements, sales of restricted securities, Rule 144 and Section 4(a)(1-1/2) transactions and block trades. Speakers will also address the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking platforms, “accredited investor” crowdfunding, offerings using general solicitation, Rule 144A offerings, and the practical implications of these changes for issuers, broker-dealers and investment advisers. Panelists will discuss the considerations that have led many companies to remain private longer and defer IPOs, while creating liquidity opportunities for holders through private secondary trading markets. Panelists will also address the basics of traditional private placements, PIPE transactions, and Rule 144A transactions, as well as recent developments affecting each of these capital-raising alternatives.

Partner Anna Pinedo will serve as chairperson for this event and will speak on the “Welcome and Introduction to Private Placements and Hybrid Financings” panel on day one of the conference and on the “Welcome and Introduction to Conducting Hybrid Offerings” panel on day two. Partner Michael Hermsen will speak on the “Regulation A Offerings” panel on day one.

To register for this conference, or for more information, please click here.