36^th Annual Conference on

Securities Regulation and Business Law

Dallas Feb 13-14, 2014 Belo Mansion
Conference Concluded

Buy

Related products: Materials

PRESENTED WITH
The Texas State Securities Board
The Fort Worth Regional Office of the U.S. Securities and Exchange Commission
The Business Law Section of the State Bar of Texas

RECEPTION SPONSOR*
OTC Markets Group Inc.

*Note: The Texas State Securities Board and the U.S. Securities and Exchange Commission are not sponsoring the reception and their participation in the reception is not intended as an endorsement of the reception or the sponsor

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Overview

The 36^th Annual Conference on Securities Regulation and Business Law features an expansive array of relevant topics for those representing or working for public or private companies on business, financial and governance matters.

2014 program highlights include:

In-depth discussion and case study re-creation of JOBS Act legislation and the impact of Rule 506(c)
Analysis of liabilities for lawyers, bankers and accountants in securities transactions and the effect of SLUSA
Coverage of how recent fiduciary duty cases affect advice to directors and officers of Delaware and Texas corporations
Current federal enforcement and significant state regulatory trends and priorities
Comprehensive look at the intersection between securities regulation and business law
Earn up to 13.50 hours of credit, including 2.75 hours ethics
Thursday Evening Reception focuses on Emerging Growth Companies—a great opportunity to mix and mingle with fellow participants and speakers about this type of issuer, their challenges and other topics

The conference is jointly presented by The University of Texas School of Law, the Texas State Securities Board, the Fort Worth District Office of the U.S. Securities and Exchange Commission, and the Business Law Section of the State Bar of Texas.

Event Schedule

Program is subject to change.
All times are Central Time Zone.

Day 1 February 13, 2014
Day 2 February 14, 2014

Time

Credit

Subject

Speaker
Thursday Morning, Feb. 13, 2014
Presiding Officer:
Denise Voigt Crawford, Securities Consultant - Austin, TX
7:45 am

Registration Opens

Includes continental breakfast.
8:35 am

Welcome Remarks
8:45 am

0.75 hr ethics

Preview Panel - Congress and the Inter-Workings between the State and SEC

Moderator:
J. Rowland Cook, Winstead PC - Austin, TX
Panelists:
John R. Fahy, Whitaker Chalk Swindle & Schwartz PLLC - Fort Worth, TX
Karen Garnett, U.S. Securities and Exchange Commission - Washington, DC
9:30 am

1.00 hr

Death of the Private Offering

What are "private" vs. "public" offerings? A case study re-creation of what used to be called a "private" offering, with discussion of all of the issues brought into play by the JOBS Act legislation. What are the requirements under and how do they now work with new federal law? The appropriate content of advertisements should you decide to use them, and must advertisements be pre-approved? How the new federal Rule 506(c) works. Is there still a completely "private" way to conduct an offering and under what restrictions does it operate? How might angel networks make use of the new Rule 506(c)? How will brokers or other intermediaries be able to help issuers under new Rule 506(c)? What about all of the other requirements of a traditional "private" offering? How have they changed, if at all? The panel also discusses efforts afoot to change the balance between federal and state law on a number of issues in these offerings.

Moderator:
Benette L. Zivley Esq., Attorney at Law - Pflugerville, TX
Panelists:
Marty Dunn, Morrison & Foerster LLP - Washington, DC
Marshall M. Gandy, U.S. Securities and Exchange Commission - Fort Worth, TX
Gerald J. Laporte, Securities Regulation Consultant - Arlington, VA
Carol Bavousett Mattick, Attorney at Law - San Antonio, TX
John C. Rutherford, Winstead PC - Dallas, TX
10:30 am

Break
10:45 am

0.50 hr

Advertising Rules? Oh Yea! Bad Boys, Bad Boys, What You Going to Do?

FINRA and other advertising rules and bad boy provisions.

John R. Fahy, Whitaker Chalk Swindle & Schwartz PLLC - Fort Worth, TX
Gerald J. Laporte, Securities Regulation Consultant - Arlington, VA
11:15 am

0.50 hr

Finders and Angels and Angel Networks

Carol Bavousett Mattick, Attorney at Law - San Antonio, TX
John A. Reyes II, Baird, Crews, Schiller & Whitaker, P.C. - Waco, TX
11:45 am

Pick Up Lunch

Included in registration.
Thursday Afternoon, Feb. 13, 2014
Presiding Officer:
Carol Bavousett Mattick, Attorney at Law - San Antonio, TX
Luncheon Presentation
12:05 pm

0.75 hr

Access to Capital by Non-Exchange Traded Companies: New Opportunities

Daniel Zinn, OTC Markets Group Inc. - New York, NY
12:50 pm

Break
1:00 pm

1.00 hr

Current Federal Enforcement Topics

Moderator:
Bill Nelson, Haynes and Boone, LLP - Houston, TX
Panelists:
Kit Addleman, Haynes and Boone, LLP - Dallas, TX
David R. Woodcock, U.S. Securities and Exchange Commission - Fort Worth, TX
2:00 pm

0.75 hr

State Regulatory Trends and Priorities

State securities regulators share insights regarding significant trends and priorities on current issues such as general solicitation in Rule 506 offerings, crowdfunding, and state regulation of investment advisers, including advisers to private funds.

Moderator:
Denise Voigt Crawford, Securities Consultant - Austin, TX
Panelists:
John Morgan, Texas State Securities Board - Austin, TX
Ronak V. Patel, Texas State Securities Board - Austin, TX
Joseph J. Rotunda, Texas State Securities Board - Austin, TX
2:45 pm

Break
3:00 pm

1.25 hrs

Disclosure Issues and Capital Formation Issues for Oil and Gas Companies

Discussion of current SEC disclosure and reporting issues facing oil and gas companies including implications of JOBS Act on access to public capital markets.

Ralph S. Janvey, Krage & Janvey - Dallas, TX
I. Bobby Majumder, Perkins Coie, LLC - Dallas, TX
Joseph J. Rotunda, Texas State Securities Board - Austin, TX
4:15 pm

1.00 hr

Panel: Shareholder Oppression

Examination of Texas state court developments on shareholder oppression, including ramifications of Ritchie v. Rupe, contrasting Texas and Delaware in this context, and focusing on attorney liability exposure when counseling in the close corporation setting.

Moderator:
Marc I. Steinberg, SMU Dedman School of Law - Dallas, TX
Panelists:
Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Paul R. Genender, K&L Gates LLP - Dallas, TX
Douglas K. Moll, University of Houston Law Center - Houston, TX
5:15 pm

Adjourn to Reception

THANK YOU TO OUR RECEPTION SPONSOR
OTC Markets Group Inc.

A focus on Emerging Growth Companies: An opportunity to mix and mingle with fellow conference participants and speakers about this type of issuer, their challenges and other topics.

Note: The Texas State Securities Board and the U.S. Securities and Exchange Commission are not sponsoring the reception and their participation in the reception is not intended as an endorsement of the reception or the sponsors.

Time

Credit

Subject

Speaker
Friday Morning, Feb. 14, 2014
Presiding Officer:
Shawn M. Shillington, Baker Botts - Austin, TX
8:00 am

Conference Room Opens

Includes continental breakfast.
8:30 am

1.50 hrs
1.00 hr ethics

How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations

Boards of Directors continue to face difficult decisions and seek guidance from counsel as they respond to the challenges of both an economy that is in a slow recovery and new legislative and regulatory initiatives. The panel discusses the fiduciary issues that Directors and Officers face in the current M&A market and considers the lessons to be learned from recent decisions of courts in Delaware and Texas concerning the deference afforded Boards to run a sale process, the competing interests of holders of common and preferred stock and debt, the duties of controlling stockholders in a sale process and how to avoid conduct that is oppressive to minority shareholders. The panel addresses fiduciary issues regarding the executive compensation process, Director oversight duties, and dealings with activist stockholders. The discussion also encompasses fiduciary duties in the context of partnerships and limited liability companies, plus ethical considerations in light of the Courts' decisions.

Moderator:
Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Panelists:
James R. Griffin, Weil, Gotshal & Manges LLP - Redwood City, CA
Myron T. Steele, Potter Anderson & Corroon LLP, Former Chief Justice, Supreme Court of Delaware - Wilmington, DE
Patricia O. Vella, Morris, Nichols, Arsht & Tunnell LLP - Wilmington, DE
10:00 am

Break
10:15 am

1.00 hr

How Recent Fiduciary Duty Cases Affect Advice to Directors and Officers of Delaware and Texas Corporations, continued
11:15 am

0.50 hr

Series LLC Securities Issues

Wayne Martin Whitaker, Whitaker Chalk Swindle & Schwartz PLLC - Fort Worth, TX
11:45 am

Pick Up Lunch

Included in registration.
Friday Afternoon, Feb. 14, 2014
Presiding Officer:
Shanna Nugent, Attorney at Law - Addison, TX
Luncheon Presentation
12:05 pm

0.50 hr

A View From the SEC

Marty Dunn, Morrison & Foerster LLP - Washington, DC
12:35 pm

Break
12:45 pm

0.50 hr

Stepping On and Off the Conveyor Belt: The Impact of the JOBS Act on Exchange Act Registration, Deregistration and Suspension Reporting

A focus on the new headcount rules to register and deregister under Section 12(g) and to suspend reporting under Section 15(d). New headcount rules for employee compensation plans and the impact of these changes on "Going Dark" are also addressed.

J. Rowland Cook, Winstead PC - Austin, TX
1:15 pm

1.00 hr ethics

Round Up the Usual Suspects: Aiding and Abetting Liability for Lawyers, Bankers and Accountants in Securities Transactions

When is a secondary actor liable for aiding and abetting securities fraud under state law? Is there any basis for aider and abettor liability under federal law? Does a conspiracy claim solve the problem? What do ethical lawyers need to do to avoid aiding a client's securities fraud? How does SLUSA's preemption of state court class actions factor into all of this? Experts answer these and other questions from both the plaintiff and defense perspectives.

Moderator:
Zachariah Wolfe, Schwartz, Junell, Greenberg & Oathout, LLP - Houston, TX
Panelists:
Noelle M. Reed, Skadden, Arps, Slate, Meagher & Flom LLP - Houston, TX
Edward C. Snyder, Castillo Snyder, PC - San Antonio, TX
2:15 pm

1.00 hr

Overview of Shareholder Activism: Sabre Rattling, Proxy Fights and Vote No Campaigns

An overview of trends in shareholder activism including both the activist and the issuer perspectives on the issues that give rise to activist situations, and ways in which companies can avert activist situations altogether while being prepared in case an activist approaches the company.

Moderator:
Christopher R. Rowley, Vinson & Elkins LLP - Dallas, TX
Panelists:
Richard Grubaugh, D.F. King & Co., Inc. - New York, NY
Kai H. Liekefett, Vinson & Elkins LLP - Houston, TX
Jennifer T. Wisinski, Haynes and Boone, LLP - Dallas, TX
3:15 pm

Adjourn

Day 1 February 13, 2014
Day 2 February 14, 2014

Download Schedule

Conference Faculty

Kit Addleman

Haynes and Boone, LLP
Dallas, TX

J. Rowland Cook

Winstead PC
Austin, TX

Denise Voigt Crawford

Securities Consultant
Austin, TX

Marty Dunn

Morrison & Foerster LLP
Washington, DC

Byron F. Egan

Jackson Walker L.L.P.
Dallas, TX

John R. Fahy

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Marshall M. Gandy

U.S. Securities and Exchange Commission
Fort Worth, TX

Karen Garnett

U.S. Securities and Exchange Commission
Washington, DC

Paul R. Genender

K&L Gates LLP
Dallas, TX

James R. Griffin

Weil, Gotshal & Manges LLP
Redwood City, CA

Richard Grubaugh

D.F. King & Co., Inc.
New York, NY

Ralph S. Janvey

Krage & Janvey
Dallas, TX

Gerald J. Laporte

Securities Regulation Consultant
Arlington, VA

Kai H. Liekefett

Vinson & Elkins LLP
Houston, TX

I. Bobby Majumder

Perkins Coie, LLC
Dallas, TX

Carol Bavousett Mattick

Attorney at Law
San Antonio, TX

Douglas K. Moll

University of Houston Law Center
Houston, TX

John Morgan

Texas State Securities Board
Austin, TX

Bill Nelson

Haynes and Boone, LLP
Houston, TX

Ronak V. Patel

Texas State Securities Board
Austin, TX

Noelle M. Reed

Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX

John A. Reyes II

Baird, Crews, Schiller & Whitaker, P.C.
Waco, TX

Joseph J. Rotunda

Texas State Securities Board
Austin, TX

Christopher R. Rowley

Vinson & Elkins LLP
Dallas, TX

John C. Rutherford

Winstead PC
Dallas, TX

Edward C. Snyder

Castillo Snyder, PC
San Antonio, TX

Myron T. Steele

Potter Anderson & Corroon LLP, Former Chief Justice, Supreme Court of Delaware
Wilmington, DE

Marc I. Steinberg

SMU Dedman School of Law
Dallas, TX

Patricia O. Vella

Morris, Nichols, Arsht & Tunnell LLP
Wilmington, DE

Wayne Martin Whitaker

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Jennifer T. Wisinski

Haynes and Boone, LLP
Dallas, TX

Zachariah Wolfe

Schwartz, Junell, Greenberg & Oathout, LLP
Houston, TX

David R. Woodcock

U.S. Securities and Exchange Commission
Fort Worth, TX

Daniel Zinn

OTC Markets Group Inc.
New York, NY

Benette L. Zivley Esq.

Attorney at Law
Pflugerville, TX

Planning Committee

Denise Voigt Crawford—Co-Chair

Securities Consultant
Austin, TX

Marty Dunn—Co-Chair

Morrison & Foerster LLP
Washington, DC

Douglas W. Clayton

Cantey Hanger LLP
Southlake, TX

J. Rowland Cook

Winstead PC
Austin, TX

Byron F. Egan

Jackson Walker L.L.P.
Dallas, TX

John R. Fahy

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Stephen M. Gill

Vinson & Elkins LLP
Houston, TX

Charles W. Lutter Jr.

Attorney at Law
San Antonio, TX

I. Bobby Majumder

Perkins Coie, LLC
Dallas, TX

Carol Bavousett Mattick

Attorney at Law
San Antonio, TX

Bill Nelson

Haynes and Boone, LLP
Houston, TX

Shanna Nugent

Attorney at Law
Addison, TX

Noelle M. Reed

Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX

Shawn M. Shillington

Baker Botts
Austin, TX

Marc I. Steinberg

SMU Dedman School of Law
Dallas, TX

Rex S. Whitaker

Baird, Crews, Schiller & Whitaker, P.C.
Waco, TX

Wayne Martin Whitaker

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Zachariah Wolfe

Schwartz, Junell, Greenberg & Oathout, LLP
Houston, TX

Benette L. Zivley Esq.

Attorney at Law
Pflugerville, TX

Credit Info

Dallas

MCLE Credit

Texas – 13.50 hrs | 2.75 hrs Ethics
Legal Specialization(s): Administrative Law

You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas. A Certificate of Attendance will be provided in Your Briefcase for your records. The system reports Texas CLE credit every Tuesday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com, using the course number provided on your certificate of attendance.

California – 13.50 hrs | 2.75 hrs Ethics

You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE is required to provide the State Bar with electronic attendance records for any MCLE participatory activity within 60 days of completion of the activity. The California licensee is responsible for reporting their compliance/credit hours earned to the State Bar at the end of their reporting period directly to the State Bar of California at calbar.ca.gov. UT Law CLE will maintain Attendance Records for four years.

Oklahoma – 16.00 hrs | 3.00 hrs Ethics

You must claim and certify your credit online in Your Briefcase, then you will then be provided a Certificate of Attendance for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.

Other Credit

TX Accounting CPE – 16.00 hrs

The University of Texas School of Law (Provider #250) live conferences are presumptively approved by The Texas State Board of Public Accountancy for Texas Accounting CPE credit based on a 50-minute credit hour. Approved for general CPE credit only.

At the conference, you are welcome to sign in on the Accounting CPE Record of Attendance form at the registration desk, but we are now reporting all credit online. You will receive a Texas Accounting Certificate of Completion in Your Briefcase. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.

Contact us at accreditation@utcle.org if you have additional questions.

Key Dates

Dallas – Feb 13-14, 2014 – Belo Mansion

Conference Concluded

Buy

Dallas

Individual
Last day for $545.00 Regular pricing: Feb 7, 2014

$595.00 for registrations received after this time

SEC and TSSB Employee
Last day for $350.00 Regular pricing: Feb 7, 2014

$400.00 for registrations received after this time

Business Law Section Member
Last day for $515.00 Regular pricing: Feb 7, 2014

$565.00 for registrations received after this time

Group 10% (5-9) (5 registrants minimum)
Last day for $490.00 Regular pricing: Feb 5, 2014

$540.00 for registrations received after this time

Group 20% (10+) (10 registrants minimum)
Last day for $440.00 Regular pricing: Feb 5, 2014

$490.00 for registrations received after this time

Last day for cancellation (full refund): Feb 7, 2014

$50 processing fee applied after this date

Last day for cancellation: Feb 10, 2014

Venue

Belo Mansion

2101 Ross Avenue
Dallas, TX
214.220.0239
Map

Parking Information

$4 per day for Dallas Bar Members; $10 per day for non-Dallas Bar members

Nearby Hotel Accommodations

Adolphus Hotel

1321 Commerce St.
Dallas, TX
1-800-221-9083 (reservations)

Accommodations

$159 room rate good through January 20, 2014 (subject to availability).

Reserve your room online.

When calling for reservations, please refer to the University of Texas School of Law 2014 Securities Regulation Conference room block.

Parking Information

$28 overnight parking (valet only).

Our Sponsors

Thank you to our sponsors! Click each logo below to learn more.

OTC Markets Group Inc.

OTC Markets Group Inc. (OTCQX: OTCM) operates the world's largest OTC marketplace. Our OTC Link trading system delivers price transparency in over 10,000 securities and enables direct interaction between broker-dealers. We organize the marketplace by categorizing the wide spectrum of OTC-traded companies into three tiers: OTCQX - The intelligent marketplace for the best OTC companies; OTCQB - The venture marketplace; and OTC Pink - The open marketplace. Our information-driven platform makes it easy for investors to trade at the best price through the broker of their choice and empowers companies to build the best markets for their investors. www.otcmarkets.com

36th Annual Conference on

Securities Regulation and Business Law

Dallas Feb 13-14, 2014 Belo Mansion Conference Concluded

Buy

Related products: Materials

Overview

Event Schedule

Thursday Morning, Feb. 13, 2014

Thursday Afternoon, Feb. 13, 2014

Friday Morning, Feb. 14, 2014

Friday Afternoon, Feb. 14, 2014

Conference Faculty

Kit Addleman

J. Rowland Cook

Denise Voigt Crawford

Marty Dunn

Byron F. Egan

John R. Fahy

Marshall M. Gandy

Karen Garnett

Paul R. Genender

James R. Griffin

Richard Grubaugh

Ralph S. Janvey

Gerald J. Laporte

Kai H. Liekefett

I. Bobby Majumder

Carol Bavousett Mattick

Douglas K. Moll

John Morgan

Bill Nelson

Ronak V. Patel

Noelle M. Reed

John A. Reyes II

Joseph J. Rotunda

Christopher R. Rowley

John C. Rutherford

Edward C. Snyder

Myron T. Steele

Marc I. Steinberg

Patricia O. Vella

Wayne Martin Whitaker

Jennifer T. Wisinski

Zachariah Wolfe

David R. Woodcock

Daniel Zinn

Benette L. Zivley Esq.

Planning Committee

Denise Voigt Crawford—Co-Chair

Marty Dunn—Co-Chair

Douglas W. Clayton

J. Rowland Cook

Byron F. Egan

John R. Fahy

Stephen M. Gill

Charles W. Lutter Jr.

I. Bobby Majumder

Carol Bavousett Mattick

Bill Nelson

Shanna Nugent

Noelle M. Reed

Shawn M. Shillington

Marc I. Steinberg

Rex S. Whitaker

Wayne Martin Whitaker

Zachariah Wolfe

Benette L. Zivley Esq.

Credit Info

MCLE Credit

Other Credit

Key Dates

Venue

Belo Mansion

Parking Information

Nearby Hotel Accommodations

Adolphus Hotel

Accommodations

Parking Information

Our Sponsors

Stay in the loop with UT Law CLE

36^th Annual Conference on

Dallas Feb 13-14, 2014 Belo Mansion
Conference Concluded