Securities Regulation and Business Law

A discussion of Title II of the JOBS Act and the effects of recent SEC rule-making on private funds and private offerings. Learn ways that issuers and their attorneys can help to verify that investors are truly accredited investors.

Moderator: John Morgan, Texas State Securities Board - Austin, TX
Panelist: J. Rowland Cook, Winstead PC - Austin, TX
Panelist: Lona Nallengara, U.S. Securities and Exchange Commission - Washington, DC
Panelist: Taylor H. Wilson, Haynes and Boone, LLP - Dallas, TX

How the JOBS Act changed the legal framework for public offerings by emerging growth companies and the effect those changes have had on the disclosure and marketing of those offerings.

Moderator: Martin P. Dunn, O'Melveny & Myers LLP - Washington, DC
Panelist: Ryan Richard Cox, Haynes and Boone, LLP - Dallas, TX
Panelist: Tim Golomb, NASDAQ Stock Market - Chicago, IL
Panelist: Matthew Ryan Pacey, Vinson & Elkins LLP - Houston, TX

In-depth discussion of Crowdfunding, proposed rules and implications.

Moderator: Benette L. Zivley, Munsch Hardt Kopf & Harr, P.C. - Austin, TX
Panelist: Lona Nallengara, U.S. Securities and Exchange Commission - Washington, DC
Panelist: Thomas M. Selman, FINRA - Washington, DC
Panelist: Shawn McLean Shillington, Baker Botts L.L.P. - Austin, TX

A review of developments related to conflicts of interest when simultaneously representing "joint" or "multiple clients" in corporate and securities transactions.

Amon Burton, Law Office of Amon Burton - Austin, TX

*NOTE The Lunch on Your Own break is now 1 hour. Please plan accordingly to be back for the next session beginning at 12:55 p.m.

Drafting and distributing a litigation hold notice to company employees is relatively easy, but the follow up is where both outside and in-house counsel can easily run into trouble if they are not careful and diligent, especially with respect to emails and other electronically stored information (ESI). Hear about the latest legal developments and emerging best practices for preservation of ESI.

Moderator: Roger B. Greenberg, Schwartz, Junell, Greenberg & Oathout, LLP - Houston, TX
Panelist: Robert M. Craig III, Charles River Associates - The Woodlands, TX
Panelist: Zachariah Wolfe, Schwartz, Junell, Greenberg & Oathout, LLP - Houston, TX

If you have clients trying to raise more than $25 million in equity capital and are dismayed by the cost of capital from private equity funds, a public offering outside the typical Wall Street underwritten offering is a potential solution. Because the recent uptick in economic activity in Texas has been fueled by the energy sector, the session focuses on energy and mining companies and the Canadian capital markets. Hear about the Toronto Stock Exchange's innovative program for "capital pool companies" from a U.S.-based investment group experienced with them and a Canadian underwriter.

Moderator: Carol Bavousett Mattick, Attorney at Law - San Antonio, TX
Panelist: Darrin Hopkins, Macquarie Private Wealth Inc. - Calgary, AB
Panelist: Chester J. Jachimiec, Cross-Border Growth Partners, LLC - Houston, TX
Panelist: Cameron Rees, Macquarie Private Wealth Inc. - Calgary, AB

Information about capital pool companies in the context of an overall growth strategy for an energy company, first through the Canadian capital markets for larger, more seasoned companies and then through the U.S. capital markets. This panel of experts discuss their experiences with the TSX, the U.S. OTC markets and other major U.S. market makers.

Moderator: Carol Bavousett Mattick, Attorney at Law - San Antonio, TX
Panelist: Leonard J. Amoruso, Knight Capital Group, Inc. - Jersey City, NJ
Panelist: William Van Horne, Blake, Cassels & Graydon LLP - Calgary, AB
Panelist: Daniel Zinn, OTC Markets Group Inc. - New York, NY

Continue learning and make valuable contacts at the Thursday reception sponsored by Blake, Cassels & Graydon LLP, Knight Capital Group, Inc., Macquarie Private Wealth Inc., and 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 sponsors. 

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 have 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 tensions in the executive compensation process when the company faces insolvency, as well as Director oversight duties. 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
Panelist: Mark A. Morton, Potter Anderson & Corroon LLP - Wilmington, DE
Panelist: Hon. Myron T. Steele, Supreme Court of Delaware - Dover, DE

Moderator: Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Panelist: Mark A. Morton, Potter Anderson & Corroon LLP - Wilmington, DE
Panelist: Hon. Myron T. Steele, Supreme Court of Delaware - Dover, DE

Coverage of the myriad issues that arise when minority stockholders in closely held corporations file claims against controlling persons alleging mistreatment.

Moderator: Byron F. Egan, Jackson Walker L.L.P. - Dallas, TX
Panelist: Paul R. Genender, K&L Gates LLP - Dallas, TX
Panelist: Douglas K. Moll, University of Houston Law Center - Bellaire, TX
Panelist: Hon. Myron T. Steele, Supreme Court of Delaware - Dover, DE

Included in conference registration.

Commission Troy A. Paredes, U.S. Securities and Exchange Commission - Washington, DC

Auditing is now global and the regulatory framework that oversees the integrity of auditing is transforming—the better to protect investors.

James R. Doty, Public Company Accounting Oversight Board - Washington, DC

A review of recent case law impacting confidentiality agreements and standstill agreements with practical guidance on the drafting and negotiation of these agreements.

Moderator: Stephen Mark Gill, Vinson & Elkins - Houston, TX
Patricia O. Vella, Morris, Nichols, Arsht & Tunnell LLP - Wilmington, DE

The SEC is becoming increasingly interested in cyber security risk. A look at corporate governance risk management and public company reporting compliance obligations.

Panelist: Stephanie Louise Chandler, Jackson Walker L.L.P. - San Antonio, TX
Panelist: Steve Jacobs, Jackson Walker L.L.P. - San Antonio, TX
Panelist: Christopher J. Volkmer, Volkmer Law Firm LLC - Dallas, TX