38^th Annual Conference on

Securities and Business Law

Dallas Feb 11-12, 2016 Cityplace Conference Center
Conference Concluded

Related products: eConferences 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

Download Brochure (PDF)

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

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

Day 1 February 11, 2016
Day 2 February 12, 2016

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

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.

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

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
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?

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.

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

Mark G. Johnson, Winstead PC - Dallas, TX
Andrew J. Ostapko, Winstead PC - Dallas, TX
11:30 am

1.00 hr

The Intermediaries: Broker and Investment Adviser Duties in 2016

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?

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

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
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

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.

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

John A. Terrill II, Heckscher, Teillon, Terrill & Sager P.C. - West Conshohocken, PA
1:50 pm

Break
Gakekeeper Duties and Liabilities (continued)
2:05 pm

0.75 hr

Litigation and Enforcement in the C-Suite

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.

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

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
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

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.

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

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
3:35 pm

Break
3:45 pm

0.75 hr

Hot Issues in Private Securities Litigation—State and Federal

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.

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

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
4:30 pm

0.75 hr

Cybersecurity in 2016

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.

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

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
5:15 pm

0.50 hr

Limiting the Liability: Directors’ and Officers’ Indemnification and Insurance

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.

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

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

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.

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

Ladd A. Hirsch, Diamond McCarthy LLP - Dallas, TX
Jason Fulton, Diamond McCarthy LLP - Dallas, TX
9:00 am

1.50 hrs
1.00 hr ethics

Fiduciary Duties of Governing Persons of Business Entities

Explore current issues regarding the fiduciary duties of directors and other governing persons of entities organized in Texas and Delaware.

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

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
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

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

Best practices and practical tips on avoiding mistakes and traps when drafting governance documents, with a focus on Texas partnerships and LLCs.

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

Hillary H. Holmes, Baker Botts - Houston, TX
Bradley L. Whitlock, Scheef & Stone, L.L.P. - Dallas, TX
12:45 pm

Adjourn

Day 1 February 11, 2016
Day 2 February 12, 2016

Download Schedule

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

Dallas

MCLE Credit

Texas – 12.00 hrs | 2.25 hrs Ethics
Legal Specialization(s): Administrative Law, Criminal Law, Criminal Appellate 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 – 12.00 hrs | 2.25 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 – 14.50 hrs | 2.50 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 – 14.50 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 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 11-12, 2016 – Cityplace Conference Center

Conference Concluded

Buy

Dallas

Individual
Last day for $565.00 Regular pricing: Feb 5, 2016
$615.00 for registrations received after this time

Business Law Section Member
Last day for $540.00 Regular pricing: Feb 5, 2016
$590.00 for registrations received after this time

SEC and TSSB Employee
Last day for $375.00 Regular pricing: Feb 5, 2016
$425.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $510.00 Regular pricing: Feb 3, 2016
$560.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $450.00 Regular pricing: Feb 3, 2016
$500.00 for registrations received after this time

Cancellation Policy
Last day for full refund cancellation: Feb 5, 2016
$50 processing fee applied after this date
Last day for cancellation: Feb 8, 2016

Venue

Cityplace Conference Center

2711 North Haskell Avenue
Dallas, TX
214.515.5100

Nearby Hotel Accommodations

Warwick Melrose Hotel Dallas

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

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.

Securities and Business Law

Overview

Event Schedule

Thursday Morning, Feb. 11, 2016

Thursday Afternoon, Feb. 11, 2016

Friday Morning, Feb. 12, 2016

Conference Faculty

Planning Committee

Credit Info

MCLE Credit

Other Credit

Key Dates

Venue

Cityplace Conference Center

Nearby Hotel Accommodations

Warwick Melrose Hotel Dallas

Accommodations

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