
November 8 – 10 • Wynn Resort & Casino • Las Vegas
Tuesday, November 9, 2010
Registration, Breakfast & Networking
8:00 - 9:00 AM
8:00 - 9:00 AM
The State of the Market
9:00 - 9:10 AM
9:00 - 9:10 AM
The Debate over Unregistered vs. Registered Securities
9:15 - 10:15 AM
This panel tackles the key issues involved with unregistered and registered deals, while comparing what might be the wisest course of action. Given the current illiquid market environment and the increase in registered offerings, what is the future of the PIPE market for unregistered shares? Have funds created new portfolio strategies that will no longer focus on restricted stock? What are the options for issuers that are not shelf-eligible?
MODERATOR: ELE KLEIN, Schulte Roth & Zabel
PANELISTS: STUART BRESSMAN, Proskauer Rose; RICHARD GORMLEY, Lazard; MICHAEL MALINE, Goodwin Procter; CHARLIE MATHER, Janney Montgomery Scott; JOHN WINKLER, Deutsche Bank
9:15 - 10:15 AM
This panel tackles the key issues involved with unregistered and registered deals, while comparing what might be the wisest course of action. Given the current illiquid market environment and the increase in registered offerings, what is the future of the PIPE market for unregistered shares? Have funds created new portfolio strategies that will no longer focus on restricted stock? What are the options for issuers that are not shelf-eligible?
MODERATOR: ELE KLEIN, Schulte Roth & Zabel
PANELISTS: STUART BRESSMAN, Proskauer Rose; RICHARD GORMLEY, Lazard; MICHAEL MALINE, Goodwin Procter; CHARLIE MATHER, Janney Montgomery Scott; JOHN WINKLER, Deutsche Bank
The Impact of Volatility on Pricing Terms & Provisions
10:20 - 11:10 AM
As the market rebounds and volatility subsides, this panel explores how pricing has changed in the last year. Panelists provide an in-depth analysis of the latest developments in structure and pricing of today's PIPE deals, including registered directs, warrant structures, pricing discounts, and equity lines.
MODERATOR: TODD MAZUR, Greenberg Traurig
PANELISTS: MATT BALAKER, Micropipe US; JONATHAN LOWENBERG, Morgan Joseph; JONATHAN SCHECHTER, Chardan Capital Markets; JOHN ZIEGELMAN, Carpe Diem Capital Management
10:20 - 11:10 AM
As the market rebounds and volatility subsides, this panel explores how pricing has changed in the last year. Panelists provide an in-depth analysis of the latest developments in structure and pricing of today's PIPE deals, including registered directs, warrant structures, pricing discounts, and equity lines.
MODERATOR: TODD MAZUR, Greenberg Traurig
PANELISTS: MATT BALAKER, Micropipe US; JONATHAN LOWENBERG, Morgan Joseph; JONATHAN SCHECHTER, Chardan Capital Markets; JOHN ZIEGELMAN, Carpe Diem Capital Management
Networking Break
11:10 - 11:30 AM
11:10 - 11:30 AM
China Update: Examining the Current Market for Chinese Deals
11:30 - 12:35 PM
China's ever growing presence on the global financial stage continues to rise. Are audits and accounting more of a concern now than ever before? Will the SEC prohibit public company audits by foreign firms that refuse to cooperate with PCAOB examinations? Is there a resurgence of retail broker/dealers involved in these transactions? This panel will answer some of the most important questions for anyone with an interest in China.
MODERATOR: CROCKER COULSON, CCG
PANELISTS: RICH ANSLOW, Anslow & Jaclin; MICHAEL CHRISTIANSEN, WestPark Capital; RICHARD A. FRIEDMAN, Sichenzia Ross Friedman Ference; JEFF HOUSTON, GBH CPAs, PC; DAN MCCLORY, Hunter Wise; MITCH NUSSBAUM, Loeb & Loeb
11:30 - 12:35 PM
China's ever growing presence on the global financial stage continues to rise. Are audits and accounting more of a concern now than ever before? Will the SEC prohibit public company audits by foreign firms that refuse to cooperate with PCAOB examinations? Is there a resurgence of retail broker/dealers involved in these transactions? This panel will answer some of the most important questions for anyone with an interest in China.
MODERATOR: CROCKER COULSON, CCG
PANELISTS: RICH ANSLOW, Anslow & Jaclin; MICHAEL CHRISTIANSEN, WestPark Capital; RICHARD A. FRIEDMAN, Sichenzia Ross Friedman Ference; JEFF HOUSTON, GBH CPAs, PC; DAN MCCLORY, Hunter Wise; MITCH NUSSBAUM, Loeb & Loeb
Presentation: The River of Three Sorrows
12:35 - 12:55 PM
This presentation explains how the mainstream media business model has led to a failure in critical investigative reporting on the financial and operational prospects of publicly-traded corporations. Using AIG as a prime example, the presentation dissects how far a publicly traded company can fall when no one critically analyzes its operations.
SPEAKER: RODDY BOYD, TheFinancialInvestigator.com
12:35 - 12:55 PM
This presentation explains how the mainstream media business model has led to a failure in critical investigative reporting on the financial and operational prospects of publicly-traded corporations. Using AIG as a prime example, the presentation dissects how far a publicly traded company can fall when no one critically analyzes its operations.
SPEAKER: RODDY BOYD, TheFinancialInvestigator.com
Networking Luncheon
12:55 - 2:00 PM
12:55 - 2:00 PM
PIPEs Legal Update: Current Developments and Trends
2:05 - 2:55 PM
This panel of legal experts examines the latest in deal trends, pricing fluctuations and terms. Panelists discuss the developments in Nasdaq and Amex public offering interpretations, the apparent death of the SEC's Rule 415 interpretation, changes in the accredited investor definition and the change in SOX requirements for smaller public companies.
MODERATOR: JACK HOGOBOOM, Lowenstein Sandler
PANELISTS: PETER BLUM, Ladenburg Thalmann; STEVEN SIESSER, STEVEN SKOLNICK, Lowenstein Sandler
2:05 - 2:55 PM
This panel of legal experts examines the latest in deal trends, pricing fluctuations and terms. Panelists discuss the developments in Nasdaq and Amex public offering interpretations, the apparent death of the SEC's Rule 415 interpretation, changes in the accredited investor definition and the change in SOX requirements for smaller public companies.
MODERATOR: JACK HOGOBOOM, Lowenstein Sandler
PANELISTS: PETER BLUM, Ladenburg Thalmann; STEVEN SIESSER, STEVEN SKOLNICK, Lowenstein Sandler
Registered Directs & Firm Commitment Underwritten Public Offerings
3:00 - 3:50 PM
This panel examines the different marketing efforts, net capital issues and risks assumed by investment banks regarding registered directs and firm commitment underwritten public offerings. Additionally, panelists discuss the FINRA process, customization of deal terms and stock exchange listing issues.
MODERATOR: JOSEPH SMITH, Weinstein Smith
PANELISTS: CHRISTOPHER COLLEGE, Stifel Nicolaus Weisel; ALI PANJWANI; Pillsbury RICHARD SERRANO, Brean Murray, Carret & Co.
3:00 - 3:50 PM
This panel examines the different marketing efforts, net capital issues and risks assumed by investment banks regarding registered directs and firm commitment underwritten public offerings. Additionally, panelists discuss the FINRA process, customization of deal terms and stock exchange listing issues.
MODERATOR: JOSEPH SMITH, Weinstein Smith
PANELISTS: CHRISTOPHER COLLEGE, Stifel Nicolaus Weisel; ALI PANJWANI; Pillsbury RICHARD SERRANO, Brean Murray, Carret & Co.
Networking Break
3:50 - 4:10 PM
3:50 - 4:10 PM
FINRA Unlisted Equity Initiative Overview and Current Developments
4:15 - 4:35 PM
A presentation on FINRA's unlisted equity initiative implementation, including a status report on FINRA's new issuer corporate action processing changes, the OTCBB sale, the Quotation Consolidation Facility (QCF) launch, and new National Market System (NMS) principled trading rule roll out.
SPEAKER: CHRIS STONE, FINRA
4:15 - 4:35 PM
A presentation on FINRA's unlisted equity initiative implementation, including a status report on FINRA's new issuer corporate action processing changes, the OTCBB sale, the Quotation Consolidation Facility (QCF) launch, and new National Market System (NMS) principled trading rule roll out.
SPEAKER: CHRIS STONE, FINRA
Recent International Developments in PIPEs Litigation Involving U.S. and Chinese Targets
4:40 - 5:30 PM
This panel of international litigators discusses the latest important rulings in SEC enforcement actions concerning insider trading and short sales in connection with PIPE offerings, and will also explain the growing trend of civil litigation and government enforcement efforts directed towards foreign issuers. Panelists will focus on how to avoid becoming a target, as well as steps you can take to provide additional investment protections.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: NICK MORGAN, CARYN SCHECHTMAN, ROBERT WEBER, DLA Piper; MICHELE W. LAYNE, Securities and Exchange Commission Enforcement Attorney
4:40 - 5:30 PM
This panel of international litigators discusses the latest important rulings in SEC enforcement actions concerning insider trading and short sales in connection with PIPE offerings, and will also explain the growing trend of civil litigation and government enforcement efforts directed towards foreign issuers. Panelists will focus on how to avoid becoming a target, as well as steps you can take to provide additional investment protections.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: NICK MORGAN, CARYN SCHECHTMAN, ROBERT WEBER, DLA Piper; MICHELE W. LAYNE, Securities and Exchange Commission Enforcement Attorney
Closing Remarks
5:35 PM
5:35 PM
The PIPEs Conference Cocktail Reception
5:45 - 7:15 PM
5:45 - 7:15 PM
Wednesday, November 10, 2010
Registration, Breakfast & Networking
8:30 - 9:30 AM
8:30 - 9:30 AM
The Impact of FINREG on PIPE Funds
9:30 - 10:20 AM
The passing of Financial Regulation will have widespread impact on all aspects of the financial community. This panel covers the deadlines for completing SEC investigation and examination, smaller issuers exempted from SOX 404(b), disclosure regarding hedging policies (short sale positions), beneficial ownership and short-swing profit reporting.
MODERATOR: KEN NORENSBERG, FINRA Board of Governors
PANELISTS: RON GEFFNER, Sadis & Goldberg; SAM KRIEGER, Krieger & Prager; LAURA LANZA TYSON, Baker Botts
9:30 - 10:20 AM
The passing of Financial Regulation will have widespread impact on all aspects of the financial community. This panel covers the deadlines for completing SEC investigation and examination, smaller issuers exempted from SOX 404(b), disclosure regarding hedging policies (short sale positions), beneficial ownership and short-swing profit reporting.
MODERATOR: KEN NORENSBERG, FINRA Board of Governors
PANELISTS: RON GEFFNER, Sadis & Goldberg; SAM KRIEGER, Krieger & Prager; LAURA LANZA TYSON, Baker Botts
IPO Alternatives for Smaller Companies
10:25 - 11:15 AM
This panel examines how the recent market crisis has affected APOs (Reverse Mergers with concurrent PIPEs) with and without follow-on underwritten public offerings. Panelists examine raising capital as a smaller public company post IPO & APO through PIPE and Registered Direct deals, and discuss traditional small-cap IPOs, auction IPOs and best efforts underwritings.
MODERATOR: MARK WOOD, Katten Muchin Rosenman
PANELISTS: MICHAEL CHILL, Roth Capital Partners; JAMES DONOHUE, WR Hambrecht+Co.; DAVID FELDMAN, Richardson & Patel; DAVID PENTLOW, Katten Muchin Rosenman
10:25 - 11:15 AM
This panel examines how the recent market crisis has affected APOs (Reverse Mergers with concurrent PIPEs) with and without follow-on underwritten public offerings. Panelists examine raising capital as a smaller public company post IPO & APO through PIPE and Registered Direct deals, and discuss traditional small-cap IPOs, auction IPOs and best efforts underwritings.
MODERATOR: MARK WOOD, Katten Muchin Rosenman
PANELISTS: MICHAEL CHILL, Roth Capital Partners; JAMES DONOHUE, WR Hambrecht+Co.; DAVID FELDMAN, Richardson & Patel; DAVID PENTLOW, Katten Muchin Rosenman
Networking Break
11:15 - 11:30 AM
11:15 - 11:30 AM
A Discussion of the Structures of Hedge Funds in the PIPEs Industry
11:30 - 12:20 PM
With recent market turmoil causing widespread change across the hedge fund community, this panel examines what has changed and where hedge funds are headed in terms of structure. What are the current lock-ups, redemption terms, and fee structures in the market? How has the past changed the future? Are we moving into a new era of the hybrid private/public equity fund?
MODERATOR: DAN LONKEVICH, DealFlow Media
PANELISTS: BRAD ACKERMAN, Hull Capital Management; STEWART FLINK, Next View Capital LP; ADAM GOTTBETTER, Gottbetter Capital; STEVE WINTERS, Gemini Strategies, LLC
11:30 - 12:20 PM
With recent market turmoil causing widespread change across the hedge fund community, this panel examines what has changed and where hedge funds are headed in terms of structure. What are the current lock-ups, redemption terms, and fee structures in the market? How has the past changed the future? Are we moving into a new era of the hybrid private/public equity fund?
MODERATOR: DAN LONKEVICH, DealFlow Media
PANELISTS: BRAD ACKERMAN, Hull Capital Management; STEWART FLINK, Next View Capital LP; ADAM GOTTBETTER, Gottbetter Capital; STEVE WINTERS, Gemini Strategies, LLC
The New Tiered Structure of the OTC Markets
12:25 - 1:15 PM
This panel examines the new tiered structure of the OTC Markets and how the new direction of these markets will affect market makers and investors that trade in the space. Are investors rewarding issuers in the higher tiers with more liquidity and cheaper capital?
MODERATOR: CROMWELL COULSON, Pink OTC Markets
PANELISTS: JOHN BORER, Rodman & Renshaw; JOSEPH CORSO, E*Trade; BARRY SCADDEN ArcaEdge; MATT TABACK, Knight Capital Group
12:25 - 1:15 PM
This panel examines the new tiered structure of the OTC Markets and how the new direction of these markets will affect market makers and investors that trade in the space. Are investors rewarding issuers in the higher tiers with more liquidity and cheaper capital?
MODERATOR: CROMWELL COULSON, Pink OTC Markets
PANELISTS: JOHN BORER, Rodman & Renshaw; JOSEPH CORSO, E*Trade; BARRY SCADDEN ArcaEdge; MATT TABACK, Knight Capital Group
Networking Luncheon
1:15 - 2:15 PM
1:15 - 2:15 PM
Presentation: SPACs - Generation III
2:15 - 2:40 PM
The panel will discuss the status of the SPAC market and recent structural changes; including the legal impact of the tender offer rules as an alternative to the traditional proxy regime, sponsor ownership, warrant pricing and a look into the impact on foreign private issuer SPACs.
SPEAKER: DOUG ELLENOFF, Ellenoff Grossman & Schole
2:15 - 2:40 PM
The panel will discuss the status of the SPAC market and recent structural changes; including the legal impact of the tender offer rules as an alternative to the traditional proxy regime, sponsor ownership, warrant pricing and a look into the impact on foreign private issuer SPACs.
SPEAKER: DOUG ELLENOFF, Ellenoff Grossman & Schole
The Canadian "Bad Actor" Rules: Are they having a Chilling Effect on Canadian Involvement in PIPEs?
2:45 - 3:05 PM
In 2008, to discourage abusive and illegal market activity involving BC-connected OTC quoted issuers, the BC Securities Commission enacted rules making them reporting issuers. The rest of Canada's securities regulatory authorities are expected to follow suit. Learn how these rules operate and the effect they have had on cross border business. Make sure you know the obligations, restrictions and scrutiny that come with investing in a BC-connected OTC issuer before you do.
SPEAKER: ADRIANNE MARSKELL, British Columbia Securities Commission
2:45 - 3:05 PM
In 2008, to discourage abusive and illegal market activity involving BC-connected OTC quoted issuers, the BC Securities Commission enacted rules making them reporting issuers. The rest of Canada's securities regulatory authorities are expected to follow suit. Learn how these rules operate and the effect they have had on cross border business. Make sure you know the obligations, restrictions and scrutiny that come with investing in a BC-connected OTC issuer before you do.
SPEAKER: ADRIANNE MARSKELL, British Columbia Securities Commission
PIPEs Investor Discussion: The Latest Trends & Issues Facing Investors Today
3:05 - 4:05 PM
Panelists participate in an open session designed to engage the audience in active discussion. They will look at the most pressing issues that investors encounter in today's climate including serial issuance, multi-tranched deals, investing with less liquidity, and a host of other topics.
MODERATOR: FRED JOHNSON, William Blair & Co.
PANELISTS: SUNNY J. BARKATS, JSBarkats PLLC; ANDREW COHEN, Ramius; JUSTIN KEENER, JMJ Financial; PAUL KESSLER, Bristol Capital Advisors; DANIEL NYE, CIM Investment Management Ltd.; JOSH SCHEINFELD, Lincoln Park Capital
3:05 - 4:05 PM
Panelists participate in an open session designed to engage the audience in active discussion. They will look at the most pressing issues that investors encounter in today's climate including serial issuance, multi-tranched deals, investing with less liquidity, and a host of other topics.
MODERATOR: FRED JOHNSON, William Blair & Co.
PANELISTS: SUNNY J. BARKATS, JSBarkats PLLC; ANDREW COHEN, Ramius; JUSTIN KEENER, JMJ Financial; PAUL KESSLER, Bristol Capital Advisors; DANIEL NYE, CIM Investment Management Ltd.; JOSH SCHEINFELD, Lincoln Park Capital
Closing Remarks
4:10 PM
4:10 PM
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