16th Biennial Midwest Midsouth Securities Law Conference

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16th Biennial Midwest/Midsouth

The Brown Hotel Louisville, Kentucky

Securities Law Conference

10 CLE credits, including 1 hour of ethics

Thursday and Friday February 9 & 10, 2012

February 9 & 10, 2012 The Brown Hotel Louisville, Kentucky

SECURITIES LAW CONFERENCE

The Midwest/Midsouth Securities Law Conference has enjoyed a growing reputation for over three decades. Dedicated exclusively to securities law, the 2012 conference features speakers from across the region and provides a broad overview of developments since the past biennium, including key issues covering both public and private offerings. Since 1981 this event has offered practical instruction on current developments and trends in securities law practice. Louisville’s Brown Hotel provides a comfortable, easily accessed site for both formal instruction and informal discussions among speakers and conferees.

Midwest/Midsouth

16th Biennial

10 CLE Credits, Including 1 Hour of Ethics Comments from prior Securities Law Conference Registrants: “This is the fourth or fifth of these seminars that I have attended, and I believe it is one of the finest.”

University of Kentucky Office of Continuing Legal Education University of Kentucky Office of Continuing Legal Education CLE Suite, Room 20 Law Building College of Law Lexington, KY 40506-0048

An Equal Opportunity University

“The practical examples were wonderful and very welcome.”

“An exceptional program. This has grown to become one of the best securities conferences in the nation.”

REGISTER NOW AND TAKE ADVANTAGE OF . . . • Critical insights and updates for eleven key topics in a convenient 1-1/2 day conference format

• 10 hours (or more, depending on jurisdiction) continuing education credit

• Contrasting views of many different speakers from across the region

• Quality, well-organized written materials

• Practical instruction giving you CLE you can use!

• Complimentary registrant luncheon sponsored by the KBA Business Law Section Sponsored by: University of Kentucky College of Law Office of Continuing Legal Education In Cooperation with: The KBA Business Law Section


16th

Biennial Midwest/Midsouth

SECURITIES LAW CONFERENCE

THURSDAY, FEBRUARY 9, 2012 7:30 a.m. Registration Table Opens / Continental Breakfast 8:20 a.m. Welcome & Announcements Cynthia W. Young, Conference Chair Wyatt Tarrant & Combs LLP Louisville, Kentucky 8:30 a.m. The Year in Review: Recent Developments and Current Issues Facing the Securities Practitioner C. Craig Bradley, Jr. Stites & Harbison PLLC Louisville, Kentucky

2:45 p.m. Afternoon Break 3:00 p.m. Public Companies and Good Corporate Governance: The Use of Codes of Conduct and Ethics June N. King Greenebaum Doll & McDonald PLLC Louisville, Kentucky 3:30 p.m. The Wreck of Regulation D Rutheford B Campbell, Jr. Professor, University of Kentucky College of Law Lexington, Kentucky 4:30 p.m. Recess Institute

9:30 a.m. Update from the SEC Jeffrey J. Minton US Securities and Exchange Commission Washington, D.C. 10:30 a.m. Morning Break 10:45 a.m. Preparing for the 2012 Proxy Season Kevin H. Douglas Bass, Berry & Sims PLC Nashville, Tennessee 11:30 a.m. A Review of and Suggested Updates to Listed Risk Factors Robert L. Maddox, III Dinsmore & Shohl LLP Louisville, Kentucky 12:20 p.m. Lunch Break KBA Business Law Section Annual Meeting Luncheon sponsored by the KBA Business Law Section

1:30 p.m. Post-Luncheon Break 1:45 p.m. State Securities Regulation: Kentucky, Ohio, Indiana, Tennessee Chris Naylor Indiana Securities Commissioner Indianapolis, Indiana Barbara A. Doak Department of Commerce and Insurance Nashville, Tennessee Colleen Keefe Department of Financial Institutions Frankfort, Kentucky Andrea Seidt Commissioner, Ohio Division of Securities Columbus, Ohio

8:00 a.m. Continental Breakfast

PERSONS WITH DISABILITIES We will make every effort to ensure that meetings are held at facilities which are fully accessible to persons with mobility disabilities. If you plan to attend our program and will need other special facilities or assistance relating to a disability, please contact us at (859) 257-2921.

10:30 a.m. Morning Break 10:45 a.m. Employment Benefits: A Primer on Section 409A Alison M. Stemler Frost Brown Todd LLC Louisville, Kentucky 11:35 a.m. Ethics for the Securities Law Practitioner Cynthia W. Young Wyatt Tarrant & Combs LLP Louisville, Kentucky 12:35 p.m. Conference Adjourns

Cynthia W. Young – Conference Chair Wyatt Tarrant & Combs LLP Louisville, Kentucky C. Craig Bradley, Jr. Stites & Harbison PLLC Louisville, Kentucky Kevin P. Bucknam Director, UK/CLE Lexington, Kentucky Rutheford B Campbell, Jr. Professor, University of Kentucky College of Law Lexington, Kentucky James A. Giesel Frost Brown Todd LLC Louisville, Kentucky David W. Harper Attorney at Law Louisville, Kentucky

ADDITIONAL INFORMATION Write or call the Office of Continuing Legal Education, Suite 20 Law Building, University of Kentucky, Lexington, KY 40506-0048, (859) 257-2921 or visit our website at www.ukcle.com if you need additional information or assistance.

8:30 a.m. A “Business Law” Update for the Securities Lawyer Christopher W.D. Jones Greenebaum, Doll & McDonald PLLC Louisville, Kentucky 9:30 a.m. Agreements Among Stockholders/ Investors and Issuers David W. Harper Attorney at Law Louisville, Kentucky

Program Planning Committee

SEMINAR LOCATION AND ACCOMMODATIONS The conference will be held at The Brown Hotel, located at 335 West Broadway in downtown Louisville. Parking is available in a city garage connected to the hotel by an enclosed walkway. The Garage can be entered from 3rd St. going south or 4th St. going north. A room block has been reserved at The Brown Hotel. The room block will expire January 9, 2012. Reservations can be made by calling (502) 583-1234 or 1-888-888-5252. Please be sure to identify yourself as being with University of Kentucky Continuing Legal Education.

CONTINUING EDUCATION CREDIT This course should qualify for 10 hours of credit, including 1 ethics credit, for 60 minute states including, Kentucky, Indiana, and Tennessee. 50 minute states (including West Virginia) should confirm approximately 12 hours, including 1 ethics hour.

FRIDAY, FEBRUARY 10, 2012

% UK/CLE wishes to thank the KBA Business Law Section for its sponsorship of funds for this conference.

REGISTRATION INFORMATION The advance registration fee includes attendance for all sessions, all course materials, Thursday’s luncheon, and refreshments. Pre-registration is strongly recommended. If you cancel, a full refund of tuition (less $50 administrative charge) is given up to 4:30 p.m. EST, February 7, 2012. If you want course materials after cancellation, they will be mailed after the seminar and the cost will be deducted from your refund. No refunds are available for cancellations after the deadline; however, materials will be forwarded immediately in full consideration for tuition paid. Registrations are transferrable and substitution of registrants may be made any time before the seminar begins.

Securities Law Conference

Clifford A. Roe, Jr. Dinsmore & Shohl LLP Cincinnati, Ohio Gary L. Stage Fleming Stage LLC Indianapolis, Indiana J. Allen Overby Bass, Berry & Sims PLC Nashville, Tennessee Manning G. Warren, III Professor, University of Louisville School of Law Louisville, Kentucky

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16th Biennial Midwest/Midsouth

June Nalley King Greenebaum Doll & McDonald PLLC Louisville, Kentucky

Rec For Office Use

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Thursday & Friday February 9 & 10, 2012 – Louisville, Kentucky Please register me for the Securities Law Conference on Thursday and Friday, February 9 & 10, 2012. I cannot attend but please send me ____ copies of the conference materials at $55.00 per copy. Choose one: ___ CD-ROM ___ hard copy

I want a hard copy of the course materials.

I enclose Conference Tuition of $375 ($400 at door). Go Green and SAVE!

(Kentucky residents, please add 6% sales tax for a total of $58.30)

I want my course materials on CD-ROM only. I enclose Conference Tuition of $325 ($385 at door). Method of Payment (circle one)

MasterCard Visa Check Sorry, we are unable to accept American Express or DiscoverCard

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For your protection, all credit card information must be taken over the phone. Please call us at (859) 257-2921 to register with a credit card.

Please note that a $25.00 fee will be charged for all returned checks.

Make checks payable to the University of Kentucky and mail to: Office of Continuing Legal Education • Suite 20 Law Building • University of Kentucky • Lexington, KY 40506-0048 PHONE: (859) 257-2921 FAX: (859) 323-9790 WEBSITE: www.ukcle.com


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