American Conference Institute’s 4th National Forum Securities Litigation and Enforcement

Registration and Continental Breakfast

Co-Chairs’ Welcoming Remarks

Senior In-House Professionals at Major Financial Institutions Speak Out on Securities Law Compliance and Prevention Strategies; Critical Issues in Corporate Governance; Responding to Enhanced Enforcement and Regulation; Handling Global Investigations;

The First Line of Defense: Minimizing Litigation, Enforcement and Regulatory Threats

• Timely, candid, and neutral marketing materials and disclosures
• Ensuring that disclosures provide investors with information sufficient to make informed decisions
• Compliance manual drafting and essential language
• Best practices for accurately valuing complex instruments and making proper estimations
• Strategies for reducing reliance on rating agencies
• Internal check and balance: implementing training programs and internal compliance mechanisms
• Early dispute detection & intervention to avoid suit

Employing Outside Counsel and Industry Experts

• Which cases require retention of outside counsel?
• Retaining effective counsel while keeping costs down

Discovery Obligations and Document Management

• Formulating a document management and e-discovery plan that defends against aggressive requests
• Lessons learned on discovery burdens and the exorbitant costs of discovery falling on defendants
• Scope of information that the defense must turn over to plaintiff s and the varying requirements of regulators

Whistleblowers

• Dodd Frank implementation
• Separation agreements: departing employees and anti-retaliation
• Incentivizing reporting early and internally
• Bounties, tip trends, and areas of enforcement

Timely Case Assessment

• Evaluating the cost/benefit of litigation in the early stages versus settlement in the wake of the SEC’s departure from allowing defendant’s to settle without admitting or denying the allegations
• Examining current trends and modern claimants in order to plan for future actions

Selecting and Retaining Law Firms and Distribution of Legal Spend; Litigation Management, and More

Morning Break

Securities Litigation & Enforcement Case Law Year in Review: Inside the Year’s Top Securities Cases and How They Will Dictate the Future of Prosecution and Defense —

This panel will provide you with a comprehensive review of 2014’s most important securities cases. Follow along as counsel well versed in the new developments in case law over the past year engage you in an in-depth examination of the real-life impact of each case on your practice.
Discussions will include:

• What can be discerned from pivotal cases like Halliburton II and Comcast
• The impact of the transition of the SEC’s enforcement program
• Scrutiny and enforcement of computer-driven and high frequency trading, and market manipulation cases relating to high-speed traders
• Standalone cases brought by the SEC and its increased ability to seek civil disgorgement of ill-gotten gains (and as a punitive measure) and civil monetary penalties
• New international cases including claims brought by foreign investors, and the latest cases involving foreign based issuers doing business in the United States
• How in-house counsel, compliance professionals and law firm securities practitioners can update their strategies in response to recent trends and new developments.

Whether you are new to the practice or a senior practitioner in need of a refresher, you will find this session invaluable for getting up to speed on the latest cases, while maximizing your opportunity to engage in the advanced discussion that will be the hallmark of the main conference.

Halliburton II¸ High Frequency Trading, SEC Standalone Cases, Civil Disgorgement, Claims Brought by Foreign Investors, and More

Expanded Remedies Under Dodd-Frank and the Increased Use of Administrative Proceedings

• The increased use of administrative proceedings and the associated constitutional and policy concerns with that approach
• Comparing trials to administrative proceedings and ALJs to juries

Networking Luncheon for Speakers and Delegates

The Future of the “Neither Admit nor Deny” Settlement Policy in the Wake of the Citigroup Decision

The New Wave of Securities Class Action Litigation: Certification, Pivotal Issues Currently in Play from the U.S. Supreme Court, Settlement Considerations, Rebutting the Presumption of Reliance by Commissioning an Event Study, and More

• Class certification stipulation: Perils and Plusses
• Defeating certification in securities class actions
• Class certification: Can you lose this battle but win the war?
• The effectiveness of the motion to dismiss in 2015
• Settlement strategies and considerations

Afternoon Break

The View from the States

The OCIE’s Cyber Security Initiative: Understanding the Exposure

The SEC’s office of Compliance Inspections and Examinations has issued a risk alert to provide additional information concerning the new initiative to assess cybersecurity preparedness in the securities industry. This session will discuss:

• Incident preparedness
• Proactive crisis communications training
• Risk assessments and vulnerability audits
• The cyber defense response team and who it should include
• Managing the crisis through comprehensive crisis communications
• Post-incident recovery
• Reputation management
• Public relations and impact assessments
• Stakeholder communications, and more

Conference Adjourns to Day Two

Continental Breakfast

The View from the Bench on Securities Litigation

The Judge’s Panel will discuss recent trends and key cases in the world of securities litigation. The panelists will address issues relating to new admission rules, discovery, settlement agreements, new investor claims, non-traditional claimants, best practices of the bar and trial strategies.

Morning Break

View from High-Level Officials at Key Government Agencies, Independent Regulators, and Non-Profits: Learn the Latest Priorities and Activities of Key Enforcers and Regulators and How to Operate in a Multi-Agency Environment

With the global nature of the regulatory and enforcement landscape, companies are regularly involved in simultaneous, cross-border actions and investigations conducted by various federal, state and foreign regulators. The constant evolution of markets and changes in the law are blurring jurisdictional boundaries and market participants continue to struggle with various actions being brought by the different agencies. This session will dive deeply into the way multiple agencies operate, the different legal standards of the regulations they operate under, and the kinds of market practices the agencies are pursuing in enforcement actions and civil and criminal penalties. Topics include:

SEC

• A look back at the Changing of the Guard and the new task forces (SEC Accounting Team; SEC Financial Fraud Task Force)
• New techniques and new technology: Data Analytics
• Fraud on the market
• How much disclosure is required?
• The expansion of the SEC trial unit in preparation for 2015
• Examination of the types of actions being initiated and the areas in which investigations are being commenced

FINRA

• The Report on Conflicts of Interest
• The Suitability Rule: what types of recommendations brokers will be liable for
• The status of the expungement procedure
• Private Placements – Offerings; Solicitation and Advertising; Due Diligence and Suitability
• Regulatory and Examination Priorities

DOJ

• An update on the status of FIRREA and new claims of financial fraud against financial institutions
• The intersection of the False Claims Act and FIRREA

PCAOB

• Audits, financial reporting, internal control, valuation and risk management issues relating to broker dealers

Industry Response to Emerging Enforcement and Regulatory Initiatives and Strategies for Defending a Company in a Claim Brought by the Government in Today’s Challenging Climate

• Prepare for increased coordination amongst various agencies
• Learn how to manage defending against different entities
• Discover litigation strategies and tactics to restore balance to the process
• Complying with Brady demands and approaches to employ during discovery

Networking Luncheon for Speakers and Delegates

Insider Trading: The Latest on the Investigation, Prosecution & Defense of Cases

• Demonstrating liability and calculating damages
• Multiparticipant market spread and disparate trading venues
• New regulations and novel theories of liability
• Impact assessments and utilizing teams of attorneys and experts who know the market structure

Afternoon Break

Litigating Shareholder Derivative and Merger & Acquisition Claims: Evolving Theories of Liability and Defenses

• Dealing with litigation designed to enjoin an acquisition
• Shareholder litigation and associated financial advisor conflict of interest and valuation issues
• A look at the status and use of the exclusive forum clause
• Defense of multi-jurisdictional claims and the impact of In re Molycorp
• Defending against litigation initiated post-acquisition claiming breach of fiduciary duties

The State of the D&O Marketplace: The Latest Products, Coverage, Claims, and Underwriting

• What’s new in the D&O market place?
• What’s new with D&O insurance policies and what they cover?
• What are the current underwriting trends?
• Aligning the policy to match risk profile of the company
• The claims issues that never go away: notice, choice of counsel, allocation, consent to settlement
• How do you talk to your client/broker/insurer about D&O insurance?

Conference Ends