Overview

The 38th Annual Conference on Securities and Business Law features comprehensive discussions of fiduciary duties and liabilities and best practices for preparing and responding to inquiries for those representing clients in business, financial and governance matters. 
2016 highlights include:
  • Focused series of presentations on Gatekeeper Duties and Liabilities, When It All Goes Wrong: Preparing for and Managing the Fallout, and Fiduciary Duties of Governing Persons of Business Entities
  • Learn the latest about cybersecurity policies and protections and best practices for your office and your clients to be prepared for what’s next with Erin Nealy Cox, Stroz Friedberg, Dallas, TX, Associate Regional Director for Examinations Marshall M. Gandy, U.S. Securities and Exchange Commission, Fort Worth, TX, and Richard J. Johnson, Jones Day, Dallas, TX
  • John A. Terrill II, Heckscher, Teillon, Terrill & Sager P.C., West Conshohocken, PA, presents The Financial Action Task Force and the Role of Lawyers in Combating Money Laundering and Terrorist Financing
  • A deep dive into the fiduciary duties of governing persons panel discussion led by Byron F. Egan, Jackson Walker, LLP, Dallas, TX, with Hon. Sam Glasscock III, Delaware Court of Chancery, Georgetown, DE, James R. Griffin, Weil, Gotshal & Manges LLP, Redwood City, CA, Mark A. Morton, Potter Anderson & Corroon LLP, Wilmington, DE, and former Chief Justice of the Delaware Supreme Court, Myron T. Steele, Potter Anderson & Corroon LLP, Wilmington, DE
  • 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 2016 Securities and Business Law Primer: Drafting Governing Documents for LLCs to explore the common challenges and pitfalls when preparing to organize in Texas as a Limited Liability Company.
 
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

  • Time
    Credit
    Subject
    Speaker
  • Thursday Morning, Feb. 11, 2016
    Presiding Officer:
    Jason M. Daniel, Akin Gump Strauss Hauer & Feld LLP - Dallas, TX
  • 7:30 am
    Registration Opens

    Includes continental breakfast.
  • 8:20 am
    Welcoming Remarks

  • Gatekeeper Duties and Liabilities
  • 8:30 am
    1.75 hrs
    0.25 hr ethics
    The Fundamentals of Fiduciary Duty

    Elizabeth S. Miller, Baylor Law School - Waco, TX
    Douglas K. Moll, University of Houston Law Center - Houston, TX
    Douglas K. Rudley, Southern Methodist University Dedman School of Law - Dallas, TX

    An understanding of the nature of fiduciary duty is essential to any successful practice. Refresh your understanding with a survey of the evolution of fiduciary duty, from its derivation from agency principles to its current definitions under various governing acts and rules.
  • 10:15 am
    Networking Break

    Meet your fellow attendees, catch up with old connections and make some new ones!
  • 10:45 am
    0.75 hr
    0.50 hr ethics
    Where Were the Lawyers and Accountants?

    Mark G. Johnson, Winstead PC - Dallas, TX
    Andrew J. Ostapko, Winstead PC - Dallas, TX

    Review primary liability under Section 10(b) of the Exchange Act for misstatements or omissions of attorneys, accountants and other secondary actors in the wake of Janus.
  • 11:30 am
    1.00 hr
    The Intermediaries: Broker and Investment Adviser Duties in 2016

    John R. Fahy, Whitaker Chalk Swindle & Schwartz PLLC - Fort Worth, TX
    Chris M. Kang, Haynes and Boone, LLP - Dallas, TX
    Eliot D. Raffkind, Akin Gump Strauss Hauer & Feld LLP - Dallas, TX

    Explore the latest on broker and investment adviser duties, and gain practical tips on how to navigate the changing landscape. What is the status of these duties today? Where might they be heading? What might a “uniform fiduciary” standard look like? What impact will the new rules for ERISA fiduciaries proposed by the Department of Labor have on advisers and brokers dealing with ERISA, IRA or pension fund clients and the services provided to such clients? 
  • 12:30 pm
    Pick Up Lunch

    Included in registration.
  • Thursday Afternoon, Feb. 11, 2016
    Presiding Officer:
    Shanna Nugent, The Law Offices of Shanna Nugent, P.C. - Addison, TX
  • LUNCHEON PRESENTATION
  • 12:50 pm
    1.00 hr
    0.50 hr ethics
    The Financial Action Task Force and the Role of Lawyers in Combating Money Laundering and Terrorist Financing

    John A. Terrill II, Heckscher, Teillon, Terrill & Sager P.C. - West Conshohocken, PA

    Learn how the international community, acting through the Financial Action Task Force on Money Laundering (FATF), is seeking to engage lawyers around the world—including American lawyers—as participants in the war against money laundering and terrorist financing. The responses by the organized Bar in the United States to these efforts are also reviewed.
  • 1:50 pm
    Break

  • Gakekeeper Duties and Liabilities (continued)
  • 2:05 pm
    0.75 hr
    Litigation and Enforcement in the C-Suite

    C. Shawn Cleveland, Jones Day - Dallas, TX
    Roger L. Mandel, Lackey Hershman, L.L.P. - Dallas, TX
    Marc I. Steinberg, Southern Methodist University Dedman School of Law - Dallas, TX

    Hear the latest developments in litigation and enforcement actions against corporate officers and get advice on how to help officers fulfill their fiduciary duties and avoid becoming a target.
  • When It All Goes Wrong: Preparing For and Managing the Fallout
  • 2:50 pm
    0.75 hr
    What to Do When the Government Comes Knocking

    Kit Addleman, Haynes and Boone, LLP - Dallas, TX
    Shamoil T. Shipchandler, Regional Director, Fort Worth Regional Office, U.S. Securities and Exchange Commission - Fort Worth, TX

    When the government knocks at your door, will you be ready? Learn how to avoid common pitfalls when you respond to regulatory inquiries, requests, subpoenas, and threatened litigation.
  • 3:35 pm
    Break

  • 3:45 pm
    0.75 hr
    Hot Issues in Private Securities Litigation—State and Federal

    Moderator:
    Zach Wolfe, Fleckman & McGlynn, PLLC - The Woodlands, TX
    Panelists:
    Nelson S. Ebaugh, Nelson S. Ebaugh, P.C. - Houston, TX
    Roger B. Greenberg, Sponsel Miller Greenberg PLLC - Houston, TX

    After the Supreme Court’s decision in Halliburton II, federal securities fraud class actions retain their viability, but defendants have significant procedural pretrial advantages. Many securities plaintiffs continue to turn to state “blue sky” laws as alternatives, especially in “aiding and abetting” cases. Hear the latest on private securities litigation, including the “Halliburton III” battles over “price impact” affecting class certification in federal class actions.
  • 4:30 pm
    0.75 hr
    Cybersecurity in 2016

    Marshall M. Gandy, U.S. Securities and Exchange Commission - Fort Worth, TX
    Richard J. Johnson, Jones Day - Dallas, TX
    Chad M. Pinson, Stroz Friedberg - Dallas, TX

    Cybersecurity is an increasingly important issue in business and for regulated entities. With the SEC proposing anti-money laundering regulations for investment advisers and bringing an enforcement action against a broker for inadequate cyber-policies and protections, are you prepared for what's next? Learn the latest about this topic and best practices for your office and your clients.
  • 5:15 pm
    0.50 hr
    Limiting the Liability: Directors’ and Officers’ Indemnification and Insurance

    Ernest Martin Jr., Haynes and Boone, LLP - Dallas, TX
    Richard A. Tulli, Gardere Wynne Sewell LLP - Dallas, TX

    Discussion of recent developments and pointers regarding two tools to limit the liability of corporate Directors and Officers—1) insurance coverage for Ds and Os; and 2) corporate indemnification and advancement provisions. 
  • 5:45 pm
    Adjourn

  • Networking Reception (5:45 p.m. - 6:45 p.m.)

    Join us for drinks and hors d'oeuvres with program faculty and attendees.
  • Time
    Credit
    Subject
    Speaker
  • Friday Morning, Feb. 12, 2016
    Presiding Officer:
    Denise Voigt Crawford, Securities Consultant - Austin, TX
  • 7:30 am
    Conference Room Opens

    Includes continental breakfast.
  • Fiduciary Duties of Governing Persons of Business Entities
  • 8:30 am
    0.50 hr
    Derivative and Double Derivative Litigation: The New Legal Frontier in Shareholder Litigation after Ritchie v. Rupe

    Ladd A. Hirsch, Diamond McCarthy LLP - Dallas, TX
    Jason Fulton, Diamond McCarthy LLP - Dallas, TX

    The Texas Supreme Court’s decision in Ritchie v. Rupe in June 2014 largely eliminated state law claims by minority shareholders based on oppressive conduct by majority owners, but the Court’s decision did not eliminate conflicts between majority and minority owners. The resulting legal landscape is one in which minority shareholders are pursuing breach of fiduciary duty claims against majority owners on a derivative basis. Review post-Ritchie legal developments with a focus on issues related to shareholder derivative litigation in the private company context. 
  • 9:00 am
    1.50 hrs
    1.00 hr ethics
    Fiduciary Duties of Governing Persons of Business Entities

    Moderator:
    Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
    Panelists:
    Hon. Sam Glasscock III, Delaware Court of Chancery - Georgetown, DE
    James R. Griffin, Weil, Gotshal & Manges LLP - Redwood City, CA
    Mark A. Morton, Potter Anderson & Corroon LLP - Wilmington, DE
    Myron T. Steele, Potter Anderson & Corroon LLP - Wilmington, DE

    Explore current issues regarding the fiduciary duties of directors and other governing persons of entities organized in Texas and Delaware.
  • 10:30 am
    Break

  • 10:45 am
    1.00 hr
    Fiduciary Duties of Governing Persons of Business Entities, continued

    Moderator:
    Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
    Panelists:
    Hon. Sam Glasscock III, Delaware Court of Chancery - Georgetown, DE
    James R. Griffin, Weil, Gotshal & Manges LLP - Redwood City, CA
    Mark A. Morton, Potter Anderson & Corroon LLP - Wilmington, DE
    Myron T. Steele, Potter Anderson & Corroon LLP - Wilmington, DE

  • 11:45 am
    1.00 hr
    Common Issues and Mistakes in Drafting Governing Documents

    Hillary H. Holmes, Baker Botts - Houston, TX
    Bradley L. Whitlock, Scheef & Stone, L.L.P. - Dallas, TX

    Best practices and practical tips on avoiding mistakes and traps when drafting governance documents, with a focus on Texas partnerships and LLCs.
  • 12:45 pm
    Adjourn

Conference Faculty

Kit Addleman

Haynes and Boone, LLP
Dallas, TX

C. Shawn Cleveland

Jones Day
Dallas, TX

Nelson S. Ebaugh

Nelson S. Ebaugh, P.C.
Houston, TX

Byron F. Egan

Jackson Walker L.L.P.
Dallas, TX

John R. Fahy

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Jason Fulton

Diamond McCarthy LLP
Dallas, TX

Marshall M. Gandy

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

Hon. Sam Glasscock III

Delaware Court of Chancery
Georgetown, DE

Roger B. Greenberg

Sponsel Miller Greenberg PLLC
Houston, TX

James R. Griffin

Weil, Gotshal & Manges LLP
Redwood City, CA

Ladd A. Hirsch

Diamond McCarthy LLP
Dallas, TX

Hillary H. Holmes

Baker Botts
Houston, TX

Mark G. Johnson

Winstead PC
Dallas, TX

Richard J. Johnson

Jones Day
Dallas, TX

Chris M. Kang

Haynes and Boone, LLP
Dallas, TX

Roger L. Mandel

Lackey Hershman, L.L.P.
Dallas, TX

Ernest Martin Jr.

Haynes and Boone, LLP
Dallas, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Douglas K. Moll

University of Houston Law Center
Houston, TX

Mark A. Morton

Potter Anderson & Corroon LLP
Wilmington, DE

Andrew J. Ostapko

Winstead PC
Dallas, TX

Chad M. Pinson

Stroz Friedberg
Dallas, TX

Eliot D. Raffkind

Akin Gump Strauss Hauer & Feld LLP
Dallas, TX

Douglas K. Rudley

Southern Methodist University Dedman School of Law
Dallas, TX

Shamoil T. Shipchandler

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

Myron T. Steele

Potter Anderson & Corroon LLP
Wilmington, DE

Marc I. Steinberg

Southern Methodist University Dedman School of Law
Dallas, TX

John A. Terrill II

Heckscher, Teillon, Terrill & Sager P.C.
West Conshohocken, PA

Richard A. Tulli

Gardere Wynne Sewell LLP
Dallas, TX

Bradley L. Whitlock

Scheef & Stone, L.L.P.
Dallas, TX

Zach Wolfe

Fleckman & McGlynn, PLLC
The Woodlands, TX

Planning Committee

Carol Bavousett Mattick—Co-Chair

CBM PLLC
San Antonio, TX

Shanna Nugent—Co-Chair

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

Kit Addleman

Haynes and Boone, LLP
Dallas, TX

Douglas W. Clayton

Cantey Hanger LLP
Fort Worth, TX

J. Rowland Cook

Winstead PC
Austin, TX

Denise Voigt Crawford

Securities Consultant
Austin, TX

Jason M. Daniel

Akin Gump Strauss Hauer & Feld LLP
Dallas, TX

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

Stephen M. Gill

Vinson & Elkins LLP
Houston, TX

Roger B. Greenberg

Sponsel Miller Greenberg PLLC
Houston, TX

George T. Lee III

Gardere Wynne Sewell LLP
Dallas, TX

J.R. Morgan

J.R. Morgan LLP
Austin, TX

John Morgan

Texas State Securities Board
Austin, TX

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

Deborah Salzberg

The University of Texas School of Law
Austin, TX

Allen Sparkman

Sparkman + Foote LLP
Houston, TX

James Spindler

The University of Texas School of Law
Austin, TX

Wayne M. Whitaker

Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Zach Wolfe

Fleckman & McGlynn, PLLC
The Woodlands, TX

David R. Woodcock

Jones Day
Dallas, TX

Thomas G. Zentner III

Vinson & Elkins LLP
Houston, TX

Credit Info

MCLE Credit
A Texas MCLE Reporting Form will be included in your course materials. Please complete and return to the registration desk and UT Law CLE will report credit on your behalf to the State Bar of Texas, or you can self-report your credit directly to the State Bar of Texas at texasbar.com. A Certificate of Attendance will be provided at the conference to keep for your records.  
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 will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will maintain Attendance Records for four years.  
At the conference, you will need to sign in on the Record of Attendance form at the registration desk. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.
Note on Self-Reporting Your Credits in Another State
If you wish to satisfy MCLE or other professional education requirements in another state for a program offered by the University of Texas School of Law, please check with the state bar or other licensing authority in that state before taking the program to ensure it will qualify for self-reporting your credits.
Other Credit
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 11-12, 2016 – Cityplace Conference Center
Conference Concluded
Buy
Dallas
Last day for Individual early registration: Feb 5, 2016

Add $50 for registrations received after this time

Last day for Business Law Section Member early registration: Feb 5, 2016

Add $50 for registrations received after this time

Last day for SEC and TSSB Employee early registration: Feb 5, 2016

Add $50 for registrations received after this time

Last day for Group (5 registrants minimum) early registration: Feb 3, 2016

Add $50 for registrations received after this time

Last day for Group (10 registrants minimum) early registration: Feb 3, 2016

Add $50 for registrations received after this time

Last day for cancellation (full refund): Feb 5, 2016

$50 processing fee applied after this date

Last day for cancellation: Feb 8, 2016

Venue

speaker

2711 North Haskell Avenue
Dallas, TX
214.515.5100
Map


Nearby Hotel Accommodations

speaker

3015 Oak Lawn Avenue
Dallas, TX 75219
214.521.5151 (reservations)
Map

Accommodations

$169 room rate good through January 19, 2016 (subject to availability).  
To secure this special rate, please reference the "Securities Law University of Texas at Austin” program.  

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