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Seattle, WA
Wednesday, June 3, 2009
8:30am - 4:30pm

The Spring 2009 SEC Hot Topics will update you on latest interpretations and practices in corporate governance, accounting developments and enforcement issues as well as discuss the impact on issuers and their advisers.

Click here to view the program schedule and written materials for the event.
Click here for CLE and CPE information.

Co-Chairs:

Stewart M. Landefeld, Partner, Firmwide Chair, Business Practice, Perkins Coie
John Seethoff, Deputy General Counsel, Corporate, Microsoft Corporation

Keynote:

Brian McAndrews
Mr. McAndrews is a former Senior Vice President, Advertiser & Publisher Solutions Group at Microsoft Corporation. Prior to its acquisition by Microsoft Corporation in August 2007, Mr. McAndrews ran aQuantive, Inc., a global digital marketing company, serving as Chief Executive Officer and a Director since September 1999, and as President since January 2000. Mr. McAndrews serves on the board of directors for Clearwire (NASDAQ: CLWR); Fisher Communications Inc (NASDAQ: FSCI); WhitePages.com Inc.; and for the Seattle-Northwest Chapter of the National Association of Corporate Directors.

Speakers:

C. Kent Carlson, Partner, K&L Gates LLP
Jeff Christianson, Senior Vice President and General Counsel, F5 Networks, Inc.
Michael Deal, Vice President and Associate General Counsel, Amazon.com, Inc.
Sonya F. Erickson, Partner, Cooley Godward Kronish LLP
Stephen M. Graham, Partner, Fenwick & West LLP
George E. Greer, Partner, Orrick, Herrington & Sutcliffe LLP
Michael Hutchings, Partner, Regional Head, Corporate and Securities, DLA Piper
Richard Leigh, Senior Vice President and Legal Counsel, Motricity, Inc.
Keith Loveless, Vice President - Legal and Corporate Affairs, General Counsel and Corporate Secretary, Alaska Air Group, Inc.
Drew G. Markham, Associate, Wilson Sonsini Goodrich & Rosati
Andrew B. Moore, Partner, Perkins Coie LLP
J. Sue Morgan, Partner, Perkins Coie LLP
Ronald O. Mueller, Partner, Gibson, Dunn & Crutcher LLP
Casey M. Nault, Of Counsel, Graham & Dunn PC
Lauren Neiswender, General Counsel, Blue Nile, Inc.
Patrick J. Schultheis, Partner, Wilson Sonsini Goodrich & Rosati
Stephen Sommerville, Partner, PricewaterhouseCoopers
Devin Stockfish, Corporate Counsel, Securities & Corporate Law, Starbucks Coffee Company
Brian V. Turner, Director, Microvision, Inc.; Former Chief Financial Officer, Coinstar, Inc.



Program Schedule
Click on the session name to view its written materials.

I. Inside the SEC
  1. Commission initiatives
  2. SEC staff review practices and areas of focus
  3. Responding to SEC staff comments and resolving issues
James Budge
Stephen M. Graham
II. Proxy Season Review
  1. Review of 2009 shareholder proposals
  2. Implementation of say-on-pay
  3. Shareholder access
  4. Handling of out-of-money and other down market arrangement
Click here to view session handout one

Click here to view session handout two

C. Kent Carlson
Keith Loveless
J. Sue Morgan
Ronald O. Mueller
Michael Reedich
Devin Stockfish
III. Accounting Issues
  1. New purchase accounting rules (FAS 141R)
  2. Fair value accounting under FAS 157, impairments - goodwill and long-lived assets, going concern
  3. Upcoming guidance: revenue recognition, FASB codification project
  4. International financial reporting standards update
Richard Leigh
Drew G. Markham
Stephen Sommerville
Brian V. Turner
IV. Board of Directors' Fiduciary Obligations in M&A and Restructurings
  1. Debt for equity exchanges
  2. Bought deals
  3. Fiduciary duties in M&A: Gantler and Bruckardt cases
  4. Disclosure of representations in agreements filed with the SEC: Glazer case
  5. Going private transactions
C. Kent Carlson
Sonya F. Erickson
Patrick J. Schultheis
V. Actions in Light of Current Market Conditions
  1. Stock buybacks
  2. Updating risk factors and MD&A in today's economy
  3. Going dark
    1. NASDAQ and NYSE suspension of certain continued listing requirements
    2. Recent SEC CDIs on deregistration
Click here to view session handout

Jeff Christianson
Michael Deal
Michael Hutchings
Ronald O. Mueller
Lauren Neiswender
VI. Other Developments
  1. XBRL-tagged financial statements
  2. Corporate websites
  3. Recent SEC rulemaking
Click here to view session handout

Andrew B. Moore
John Seethoff
John R. Truzzolino
VII. Enforcement Issues
  1. Enforcement manual
  2. Subprime lending
  3. Auction rate securities
  4. Manipulation and false rumors
  5. Ponzi schemes
  6. Insider trading
Tracy L. Davis
George E. Greer
Stewart M. Landefeld
Casey M. Nault

CLE and CPE Information

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