UT Law Continuing Legal Education

37^th Annual Conference on

Securities Regulation and Business Law

Dallas Feb 12-13, 2015 Cityplace Conference Center
Conference Concluded

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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 SPONSORS*
OTC Markets Group Inc.
Vinson & Elkins LLP

*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 sponsors

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Overview

The 37th Annual Conference on Securities Regulation and Business Law features comprehensive discussions of relevant topics for those representing or working for public or private companies on business, financial and governance matters.

2015 highlights include:

Keynote Luncheon Presentation by SEC Commissioner Daniel M. Gallagher
Igor Rozenblit, co-head of the SEC Private Funds Unit, Marc E. Elovitz, Schulte Roth & Zabel LLP, New York, NY, Toby Galloway, Kelly Hart & Hallman LLP, Fort Worth, TX, and David R. Woodcock, Director of the SEC Fort Worth Regional Office, discuss private funds exams and enforcement issues
Coverage of how recent fiduciary duty cases affect advice to directors and officers of Delaware and Texas corporations
Gerald J. Laporte, Former Chief of the SEC Office of Small Business Policy moderates a panel on the updates to Regulation D and Regulation A
A deep dive look into the present and future for OTC companies
Invaluable networking opportunities with program faculty and attendees throughout, including the Thursday Evening Reception in the 42nd Floor Club, which provides a breathtaking view of the Dallas skyline

Come a day early for The Nuts and Bolts of a Private Private Placement–a perfect introduction for new professionals to the field or a refresher for the seasoned practitioner.

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 12, 2015
Day 2 February 13, 2015

Time

Credit

Subject

Speaker
Thursday Morning, Feb. 12, 2015
Presiding Officer:
J.R. Morgan, J.R. Morgan LLP - Austin, TX
7:30 am

Registration Opens

Includes continental breakfast.
8:20 am

Welcoming Remarks
8:30 am

1.00 hr

Non-Registered Offerings: Updates on Regulation D and Regulation A

Updates on the requirements of Rule 506(b) and (c); Reg. A and Reg. A+, as well as opportunities for resales. How are issuers using the new tools? What is on the regulatory horizon for issuers in non-registered offerings?

Moderator:
Gerald J. Laporte, Securities Regulation Consultant, Former Chief, Office of Small Business Policy, U.S. Securities and Exchange Commission - Arlington, VA
Panelists:
Faith L. Anderson, Washington Department of Financial Institutions, Securities Division - Olympia, WA
Marty Dunn, Morrison & Foerster LLP - Washington, DC
9:30 am

0.75 hr

Crowdfunding

Crowdfunding has captured the imagination of entrepreneurs. In 2012, the JOBS Act required the SEC to create an exemptive rule to cover crowdfunding offerings. While the SEC has proposed rulemaking and has sought comment on its proposal, it has not issued final regulations (as of press time) and many believe the proposed regulation is too cumbersome. Twelve states, including Texas, have proposed or enacted their own intrastate crowdfunding rules and are looking to coordinate their efforts through NASAA. What is the current crowdfunding landscape and what is needed to create effective regulation in this area? What tools are available for you to use now?

Moderator:
John Morgan, Securities Commissioner, Texas State Securities Board - Austin, TX
Panelists:
Bjorn J. Hall, General Counsel, Fundrise - Washington, DC
Marty Dunn, Morrison & Foerster LLP - Washington, DC
10:15 am

Break
10:30 am

0.75 hr

M&A Brokers and Their Exemptions

For decades, all intermediaries between issuers and potential investors have been required to become registered brokers and have been regulated the same way. In the 1990s, efforts coalesced to convince the SEC and the states to regulate brokers in private transactions differently. Finally, in response to proposed federal legislation, the SEC issued a no-action letter in early 2014 which exempts brokers involved in M&A transactions from federal broker-dealer registration and FINRA membership. What are the contours of that exemption and what does it mean for M&A brokers and the buyers and sellers of private businesses?

Shane B. Hansen, Warner Norcross & Judd LLP - Grand Rapids, MI
Stephanie M. Tourk, Texas State Securities Board - Austin, TX
11:15 am

1.00 hr

How to Do a Texas Public Offering

In order for a Texas issuer to use Reg. A and its provisions which allow for testing the waters and communicating with potential investors, that issuer must pair Reg. A with a Texas public offering. Until the offering limit for Reg. A was raised to $50 million by the JOBS Act, we saw very few Reg. A offerings in Texas. At the same time, while state registration was originally required whenever an issuer initiated a federally-registered offering, that is no longer the case. Since 1996, Congress has preempted state securities law in a number of areas, including public offerings where issuers become listed on an exchange. Consequently, a generation of Texas lawyers has not done a Texas public offering. Become reacquainted with the requirements of this type of offering which may soon become more widely used.

Moderator:
Ryan R. Cox, Haynes and Boone, LLP - Dallas, TX
Panelists:
Nick Bhargava, GROUNDFLOOR - Atlanta, GA
Patricia Loutherback, Texas State Securities Board - Austin, TX
12:15 pm

Pick Up Lunch

Included in registration.
Thursday Afternoon, Feb. 12, 2015
Presiding Officer:
Nathan G. Roach, RAM Law Firm PLLC - San Antonio, TX
LUNCHEON PRESENTATION
12:35 pm

1.00 hr

Private Funds: Their Exams and Enforcement Issues

In the wake of the 2008 financial crisis, the SEC sought and was granted the authority to regulate all investment advisers to private (or “exempt”) investment funds. The agency also began to create special expertise within its enforcement division to better understand asset managers and prosecute them in a smarter way. After all, Bernie Madoff was a subadviser to primary advisers of private investment companies. That enforcement division effort has now been ongoing for almost seven years. More recently, the SEC has established a private fund unit within its Office of Compliance, Inspections and Exams (OCIE). What have the regulators learned about investment advisers and their private funds from these efforts? How do investment advisers to private funds and their counsel view the enhanced examinations and potential for enforcement actions?

Moderator:
David R. Woodcock, Director, Fort Worth Regional Office, U.S. Securities and Exchange Commission - Fort Worth, TX
Panelists:
Marc E. Elovitz, Schulte Roth & Zabel LLP - New York, NY
Toby M. Galloway, Kelly Hart & Hallman LLP - Fort Worth, TX
Igor Rozenblit, Co-head Private Funds Unit, Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission - Washington, DC
1:35 pm

Break
1:50 pm

1.00 hr

Activist Campaigns and Proxy Contests Initiated by Private Funds against Public Companies

Activist investors typically are large equity holders of private investment funds. They use these funds to invest in publicly-held companies that are facing challenges and then demand that the management and boards of the target company take their management advice—or else. Typical activist tactics include public shaming and proxy contests for control of the board. However, more recently, activists have teamed up with hostile bidders to go against their targets. What are the risks and benefits of activist investors for the overall marketplace? What are the key legal and business issues for an activist investor? How does a target company determine it has an activist investor in its stock and how does it develop a strategy for dealing with the activist? What are the key legal and business issues from the target’s point of view?

Moderator:
David E. Rosewater, Schulte Roth & Zabel LLP - New York, NY
Panelists:
Jason M. Daniel, Akin Gump Strauss Hauer & Feld LLP - Dallas, TX
Kai H. Liekefett, Vinson & Elkins LLP - Houston, TX
Candice J. Wells, General Counsel, LINN Energy, LLC - Houston, TX
Janet B. Wright, Senior Corporate Counsel, Dell Inc. - Round Rock, TX
2:50 pm

1.00 hr

The Legal Landscape after Ritchie v. Rupe: Where Will the Battle Lines Be Drawn in Future Disputes between Majority and Minority Shareholders?

In 2014, the Texas Supreme Court held that minority shareholder oppression is not a separate cause of action under Texas common law and that the remedy for oppression under the applicable Texas statute is limited solely to appoint a receiver to conduct a rehabilitative receivership. Learn what future legal complaints are likely to be brought by minority shareholders and examine Texas law regarding these claims.

Moderator:
Elizabeth S. Miller, Baylor Law School - Waco, TX
Panelists:
Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Ladd A. Hirsch, Diamond McCarthy LLP - Dallas, TX
Marc I. Steinberg, SMU Dedman School of Law - Dallas, TX
3:50 pm

Break
4:00 pm

1.00 hr

OTC Markets: A Look at the Present and the Future for OTC Issuers, Brokers and Investors

Capital markets should foster new capital formation for issuers and liquidity for shareholders. Four pressing issues for OTC companies today are considered: the integral (and frustrating) role of DTC in getting OTC stocks trading; implementation of the prohibition of any “Bad Boys'” involvement with OTC companies; legal actions an OTC issuer can take to encourage a rise in its stock price; and key accounting issues.

Moderator:
Wayne M. Whitaker, Whitaker Chalk Swindle & Schwartz PLLC - Fort Worth, TX
Panelists:
Jeff Jamieson, PMB Helin Donovan - Dallas, TX
Marc Manuel, Magna - New York, NY
James M. Turner, Sichenzia Ross Friedman Ference LLP - New York, NY
Daniel Zinn, OTC Markets Group Inc. - New York, NY
5:00 pm

0.75 hr

OTC Markets: A Look at the Present and the Future Redux

The current primary method of choice for investing in OTC companies is through PIPEs. Explore how OTC companies can raise equity capital, hedge funds’ participation in that process, the current prevailing terms and features of these PIPE deals and requirements for OTC companies to “uplist” from OTC Markets to NASDAQ.

Moderator:
Wayne M. Whitaker, Whitaker Chalk Swindle & Schwartz PLLC - Fort Worth, TX
Panelists:
Jeff Jamieson, PMB Helin Donovan - Dallas, TX
Marc Manuel, Magna - New York, NY
James M. Turner, Sichenzia Ross Friedman Ference LLP - New York, NY
Daniel Zinn, OTC Markets Group Inc. - New York, NY
5:45 pm

Adjourn to Reception

Join us for drinks and hors d'oeuvres with program faculty and attendees.

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

Time

Credit

Subject

Speaker
Friday Morning, Feb. 13, 2015
Presiding Officer:
Gregory R. Samuel, Haynes and Boone, LLP - Dallas, 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, and the duties of controlling stockholders in a sale process. 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 - Silicon Valley, CA
Mark A. Morton, Potter Anderson & Corroon LLP - Wilmington, DE
Myron T. Steele, Potter Anderson & Corroon LLP - Wilmington, DE
Hon. Karen L. Valihura, Supreme Court of Delaware - 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

Moderator:
Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Panelists:
James R. Griffin, Weil, Gotshal & Manges LLP - Silicon Valley, CA
Mark A. Morton, Potter Anderson & Corroon LLP - Wilmington, DE
Myron T. Steele, Potter Anderson & Corroon LLP - Wilmington, DE
Hon. Karen L. Valihura, Supreme Court of Delaware - Wilmington, DE
11:15 am

1.00 hr

Government Enforcement

Recent cases and current trends among state and federal regulators in enforcing the securities laws.

Moderator:
David R. Woodcock, Director, Fort Worth Regional Office, U.S. Securities and Exchange Commission - Fort Worth, TX
Panelists:
Kit Addleman, Haynes and Boone, LLP - Dallas, TX
Penelope Brobst Blackwell, FINRA - Dallas, TX
12:15 pm

Pick Up Lunch

Included in registration.
Friday Afternoon, Feb. 13, 2015
Presiding Officer:
Douglas W. Clayton, Cantey Hanger LLP - Fort Worth, TX
LUNCHEON PRESENTATION
12:35 pm

0.75 hr

Current Developments in SEC Enforcement Policy

SEC Commissioner Daniel M. Gallagher discusses the latest developments in enforcement policy at the U.S. Securities and Exchange Commission. Since his confirmation in 2011, Commissioner Gallagher has focused on initiatives aimed at strengthening U.S. capital markets and encouraging small business capital formation. Hear his perspective and discern what these issues may mean for your practice.

Daniel M. Gallagher, Commissioner, U.S. Securities and Exchange Commission - Washington, DC
1:20 pm

Break
1:35 pm

1.00 hr

Basic-ally the Same? How the Supreme Court’s Halliburton II Decision Will Impact Securities Fraud Class Actions

Both sides of the securities litigation bar eagerly awaited the outcome of Halliburton Co. v. Erica P. John Fund, Inc., the second of two appeals to the U.S. Supreme Court in the same case. The Court rejected Halliburton’s invitation to overrule the “fraud-on-the-market” presumption of reliance established by Basic Inc. v. Levinson and to require plaintiffs to prove reliance without a presumption. However, the Court gave corporate targets of securities class action litigation some pretrial protection: defendants now have an opportunity at the class-certification stage of the litigation to defeat class certification by proving that their alleged misrepresentations had no “price impact.” Explore how Halliburton II will affect securities fraud class action litigation, from the plaintiff, defense and expert witness perspectives.

Moderator:
Zach Wolfe, Zach Wolfe Law Firm, PLLC - The Woodlands, TX
Panelists:
Paul R. Bessette, King & Spalding - Austin and Houston, TX
Roger B. Greenberg, Schwartz, Junell, Greenberg & Oathout, LLP - Houston, TX
Sanjay Unni, PhD, Berkeley Research Group, LLC - Emeryville, CA
2:35 pm

0.75 hr

ERISA Basics and Tax Considerations in Three Areas Important to Corporate Lawyers

What do you need to know in representing companies seeking equity capital from self-directed IRAs and benefit plan investors subject to ERISA? How does one structure equity-based incentive compensation in LLCs and partnerships to ensure tax advantages are available to both the company and key employee? What common employer-employee compensation arrangements are subject to IRC Section 409A and how does one structure such arrangements to avoid potential large penalties to the key employee (and possibly to the employer)? Learn what to look for and what to be wary of in each of these three areas important to corporate lawyers.

T. Mark Edwards, Gardere Wynne Sewell LLP - Dallas, TX
3:20 pm

Break
3:30 pm

0.50 hr ethics

Recent Developments in Attorney-Client Communication Privilege for In-House Counsel

Analysis and implications of two 2014 U.S. Court of Appeals cases that held privilege for in-house counsel may be broadly applied: the D.C. Circuit in In re Kellog Brown & Root, Inc. held that if an attorney-client communication had multiple purposes, but “obtaining or providing legal advice was one of the significant purposes,” then the communication was privileged; the Fifth Circuit in Exxon Mobil Corp. v. Hill held that a memo by in-house counsel about disclosure of company information and a contractual term during a contract negotiation was subject to the attorney-client communication privilege.

John R. Fahy, Whitaker Chalk Swindle & Schwartz PLLC - Fort Worth, TX
4:00 pm

Adjourn

Day 1 February 12, 2015
Day 2 February 13, 2015

Download Schedule

Conference Faculty

Kit Addleman

Haynes and Boone, LLP
Dallas, TX

Faith L. Anderson

Washington Department of Financial Institutions, Securities Division
Olympia, WA

Paul R. Bessette

King & Spalding
Austin and Houston, TX

Nick Bhargava

GROUNDFLOOR
Atlanta, GA

Penelope Brobst Blackwell

FINRA
Dallas, TX

Ryan R. Cox

Haynes and Boone, LLP
Dallas, TX

Jason M. Daniel

Akin Gump Strauss Hauer & Feld LLP
Dallas, TX

Marty Dunn

Morrison & Foerster LLP
Washington, DC

T. Mark Edwards

Gardere Wynne Sewell LLP
Dallas, TX

Byron F. Egan

Jackson Walker L.L.P.
Dallas, TX

Marc E. Elovitz

Schulte Roth & Zabel LLP
New York, NY

John R. Fahy

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Daniel M. Gallagher

Commissioner, U.S. Securities and Exchange Commission
Washington, DC

Toby M. Galloway

Kelly Hart & Hallman LLP
Fort Worth, TX

Roger B. Greenberg

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

James R. Griffin

Weil, Gotshal & Manges LLP
Silicon Valley, CA

Bjorn J. Hall

General Counsel, Fundrise
Washington, DC

Shane B. Hansen

Warner Norcross & Judd LLP
Grand Rapids, MI

Ladd A. Hirsch

Diamond McCarthy LLP
Dallas, TX

Jeff Jamieson

PMB Helin Donovan
Dallas, TX

Gerald J. Laporte

Securities Regulation Consultant, Former Chief, Office of Small Business Policy, U.S. Securities and Exchange Commission
Arlington, VA

Kai H. Liekefett

Vinson & Elkins LLP
Houston, TX

Patricia Loutherback

Texas State Securities Board
Austin, TX

Marc Manuel

Magna
New York, NY

Elizabeth S. Miller

Baylor Law School
Waco, TX

John Morgan

Securities Commissioner, Texas State Securities Board
Austin, TX

Mark A. Morton

Potter Anderson & Corroon LLP
Wilmington, DE

David E. Rosewater

Schulte Roth & Zabel LLP
New York, NY

Igor Rozenblit

Co-head Private Funds Unit, Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission
Washington, DC

Myron T. Steele

Potter Anderson & Corroon LLP
Wilmington, DE

Marc I. Steinberg

SMU Dedman School of Law
Dallas, TX

Stephanie M. Tourk

Texas State Securities Board
Austin, TX

James M. Turner

Sichenzia Ross Friedman Ference LLP
New York, NY

Sanjay Unni, PhD

Berkeley Research Group, LLC
Emeryville, CA

Hon. Karen L. Valihura

Supreme Court of Delaware
Wilmington, DE

Candice J. Wells

General Counsel, LINN Energy, LLC
Houston, TX

Wayne M. Whitaker

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Zach Wolfe

Zach Wolfe Law Firm, PLLC
The Woodlands, TX

David R. Woodcock

Director, Fort Worth Regional Office, U.S. Securities and Exchange Commission
Fort Worth, TX

Janet B. Wright

Senior Corporate Counsel, Dell Inc.
Round Rock, TX

Daniel Zinn

OTC Markets Group Inc.
New York, NY

Planning Committee

Carol Bavousett Mattick—Chair

CBM PLLC
Austin and San Antonio, TX

Douglas W. Clayton

Cantey Hanger LLP
Fort Worth, TX

J. Rowland Cook

Winstead PC
Austin, TX

Ryan R. Cox

Haynes and Boone, LLP
Dallas, TX

Denise Voigt Crawford

Securities Consultant, Former Securities Commissioner, Texas State Securities Board
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

Stephen M. Gill

Vinson & Elkins LLP
Houston, TX

Roger B. Greenberg

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

George T. Lee III

Gardere Wynne Sewell LLP
Dallas, TX

Charles W. Lutter Jr.

Attorney at Law
San Antonio, TX

Christina W. Marshall

Haynes and Boone, LLP
Richardson, TX

J.R. Morgan

J.R. Morgan LLP
Austin, TX

Shanna Nugent

The Law Offices of Shanna Nugent, P.C.
Addison, TX

Gregory R. Samuel

Haynes and Boone, LLP
Dallas, TX

Shawn M. Shillington

Drillinginfo
Austin, TX

Gregory J. Smith

The University of Texas School of Law
Austin, TX

Marc I. Steinberg

SMU Dedman School of Law
Dallas, TX

Rex S. Whitaker

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

Wayne M. Whitaker

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Zach Wolfe

Zach Wolfe Law Firm, PLLC
The Woodlands, TX

Gregory A. Young

Wick Phillips
Austin, TX

Credit Info

Dallas

MCLE Credit

Texas – 14.75 hrs | 1.50 hrs Ethics
Legal Specialization(s): Administrative Law, Civil Appellate Law, Civil Trial 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 Monday. 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

California – 14.75 hrs | 1.50 hrs Ethics

At the conference, you will need to sign in on the Record of Attendance form at the registration desk. Self-report your CLE credit directly to the State Bar of California at calbar.ca.gov. You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE will maintain Attendance Records for four years.

Oklahoma – 17.50 hrs | 2.00 hrs Ethics

At the conference, you will need to sign in on the Record of Attendance form at the registration desk. You must claim your credit online in Your Briefcase, and 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 – 17.50 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 will need to sign in on the Accounting CPE Record of Attendance form at the registration desk. You will receive a Texas Accounting Certificate of Completion at the conference for your records. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.

Contact Laura Tolin, ltolin@law.utexas.edu, if you have additional questions.

Key Dates

Dallas – Feb 12-13, 2015 – Cityplace Conference Center

Conference Concluded

Buy