Northwest Securities Institute

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1 29th Annual Northwest Securities Institute Cosponsored by the Oregon State Bar Securities Regulation Section, the Washington State Bar Association Business Law Section, and in association with WSBA CLE and the Northwest State-Federal-Provincial Securities Conference February 6 7, 2009 Embassy Suites Portland Downtown Portland, Oregon Oregon: 9.75 General CLE credits and 1 Ethics credit Washington: 9 General CLE credits and 1 Ethics credit Law Society of British Columbia: 9.5 General CLE credits and 1 Ethics credit

2 The 29th Annual Northwest Securities Institute is the best opportunity in the Pacific Northwest for securities lawyers and professionals to receive the latest information on SEC enforcement and corporate finance developments and regional regulatory updates. The 2009 institute will also feature presentations on interacting with the SEC, market communications, shareholder activism, risk management ethics, and accounting, securities litigation, and broker-dealer developments. Keynote speaker Thomas C. Franco, a partner with the private equity firm Clayton Dubilier & Rice, Inc., will discuss the global financial crisis and its effect on private equity and capital formation. Register by January 16, 2009 and save $20. Call the OSB CLE Service Center at or toll-free in Oregon at , ext. 413 for personal assistance. ACCOMMODATIONS Special rates at the Embassy Suites Downtown Portland start at $159 single or double occupancy and are available through January 14w, Call (503) and request the Oregon State Bar Northwest Securities Institute rate.

3 29th Annual Northwest Securities Institute Thursday, February 5, :30 Welcome Reception The Wine Cellar, Embassy Suites Downtown Portland Featuring a no-host reception and complimentary heavy hors d oeuvres, this is a great opportunity to renew old acquaintances and develop new contacts. Friday, February 6, :00 Registration and Continental Breakfast 8:50 Institute Welcome David S. Matheson, Perkins Coie LLP, Portland, OR 9:00 State and Provincial Regulatory Update Kevin C. Anselm, Chief of Enforcement and Securities, Oregon Division of Finance and Corporate Securities, Salem, OR Martin Eady, Director, Corporate Finance, British Columbia Securities Commission, Vancouver, BC Michael E. Stevenson, Director, Securities Division, Department of Financial Institutions, Olympia, WA 10:00 Corporate Finance Developments Mauri Osheroff, Associate Director (Regulatory Policy), Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC 11:00 Break 11:15 PCAOB and Accounting Issues; Sharing Information with Auditors Moderator: Thomas P. Palmer, Tonkon Torp LLP, Portland, OR Raymond Hamm, Deputy Director, Division of Enforcement & Investigations, Public Company Accounting Oversight Board, Washington, DC Janet Lee Hoffman, Hoffman Angeli LLP, Portland Roger Mills, PricewaterhouseCoopers LLP, Portland, OR Al Winterroth, Ernst & Young LLP, Seattle, WA 12:30 Lunch Keynote Address: After the Financial Meltdown Is There a Future for Private Equity? Thomas C. Franco, Clayton Dubilier & Rice, New York, NY Mr Franco is a partner with Clayton Dubilier & Rice, Inc., one of the oldest and most respected private equity firms, where he manages the firm s critical external relationships. In recent months he has traveled worldwide, meeting with limited partners, portfolio companies, and others in response to the global financial crisis. Prior to joining Clayton Dubilier & Rice, Mr. Franco served as chairman and CEO of Broadgate Consultants, Inc., a consulting and communications firm, and he earlier practiced corporate law. 1:45 SEC Enforcement and Judicial Development Update Marc J. Fagel, Regional Director, San Francisco Regional Office, U.S. Securities and Exchange Commission, San Francisco, CA 2:30 Effective Interaction with the SEC Moderator: Roy W. Tucker, Perkins Coie LLP, Portland, OR Michael Dicke, Associate Regional Director for Enforcement, San Francisco Regional Office, U.S. Securities and Exchange Commission, San Francisco, CA Mauri Osheroff, Associate Director (Regulatory Policy), Division of Corporation Finance, U.S. Securities and Exchange Commission, Washington, DC

4 Cosponsored by the Oregon State Bar Securities Regulation Section, the Washington State Bar Association Business Law Section, and in association with WSBA CLE and the Northwest State-Federal-Provincial Securities Conference Friday, February 6, 2009, 9 a.m. 5:30 p.m., and Saturday, February 7, 2009, 8:30 a.m. Noon Oregon: 9.75 General CLE credits and 1 Ethics credit Washington: 9 General CLE credits and 1 Ethics credit Law Society of British Columbia: 9.5 General CLE credits and 1 Ethics credit Embassy Suites Portland Downtown 319 SW Pine Street Portland, Oregon 3:00 Soft Market Communications Risks, Rewards and Best Practices Barry M. Kaplan, Wilson Sonsini Goodrich & Rosati PC, Seattle, WA Stewart M. Landefeld, Perkins Coie LLP, Seattle, WA 4:00 Break With great appreciation and thanks to the law firm of Stikeman Elliott LLP, Vancouver, BC, for sponsoring the Afternoon Break. 4:15 Shareholder Activism Moderator: John J. Halle, Stoel Rives LLP, Portland, OR Mary Ann Frantz, Miller Nash LLP, Portland, OR Patrick McGurn, RiskMetrics Group, Rockville, MD David Nierenberg, Nierenberg Investment Management Co., Camas, WA 5:30 Adjourn/Hosted Reception Relax and visit with colleagues and professionals from around the Northwest. Saturday, February 7, :00 Late Registration and Continental Breakfast 8:30 Why Rules Matter: Professional Responsibility/Risk Management Lawyers Study the Causes and Implications of the Financial Collapse Jay G. Baris, Karmer Levin Naftalis & Frank LLP, New York, NY Peter R. Jarvis, Hinshaw & Culbertson LLP, Portland, OR 9:30 Securities Litigation Developments Moderator: Richard L. Baum, Foster Pepper LLP, Portland, OR Meyer Eisenberg, Columbia and Willamette University Law Schools, New York, NY, and Salem, OR Curt Roy Hineline, Dorsey & Whitney LLP, Seattle, WA Lois O. Rosenbaum, Stoel Rives LLP, Portland, OR 10:45 Break 11:00 Recent Broker-Dealer Developments in FINRA Regulation and Securities Arbitration and Litigation Robert S. Banks, Jr., Banks Law Office PC, Portland, OR Thomas C. Sand, Miller Nash LLP, Portland, OR Christopher B. Wells, Lane Powell PC, Seattle, WA Noon Adjourn Institute Planning Committee F Judith L. Anderson, U.S. Securities & Exchange Commission, San Francisco, CA F David S. Matheson, Perkins Coie LLP, Portland, OR F Douglas J. Siddoway, Randall & Danskin PS, Spokane, WA F Daniel E. Steiner, Stikeman Elliott LLP, Vancouver, BC OSB CLE Seminars Attorney F Karen Lee, klee@osbar.org, (503)

5 29th Annual Northwest Securities Institute February 6 7, 2009 Name Bar # Firm Name Phone Fax Address City State Zip Code INSTITUTE REGISTRATION $405 Early registration (received by 1/16/09)... $ Vegetarian lunch $425 Regular registration (received after 1/16/09)... $ Vegetarian lunch $0 50-year OSB members, Oregon judges and their lawyer staff please call the OSB CLE Service Center at (503) or toll-free in Oregon at (800) , ext. 413, to register. Course materials (please select one): $0 USB flash drive version (no extra charge) $0 Printed version (no extra charge) $40 Both USB flash drive and printed version... $ TOTAL REGISTRATION FEES (NWSI09) (710)... $ INSTITUTE PRODUCT ORDERS Audio CDs and course materials will be available approximately 2 weeks after the live program. Please call the OSB CLE Service Center at (503) or toll-free in Oregon at (800) , ext. 413, to place your order. PAYMENT OPTIONS: Check Enclosed: Payable to Oregon State Bar Credit Card (VISA or MasterCard only) All information below required when paying by credit card. WB Credit Card Number Expiration Date Name on Credit Card (please print) Credit Card Billing Address City State Zip Code Authorized Signature FOUR WAYS TO REGISTER OR ORDER: Registrations will not be processed without payment. 1. ONLINE at 2. PHONE: , or toll-free in Oregon at , ext FAX with VISA or MasterCard number: MAIL with check: Oregon State Bar, CLE Registration, P.O. Box , Tigard, OR General Information: Questions? Call the CLE Service Center at , or toll-free in Oregon at , ext For information about upcoming seminars, please visit the CLE Calendar at Cancellations: Cancellations must be received in writing at least 48 hours before the start of the seminar. Fax your request to , Attn: CLE Cancellations. There is a $20 cancellation fee. Dietary Restrictions or Special Accommodations: Call , or toll-free in Oregon, , ext Oregon State Bar Unauthorized taping of CLE programs is prohibited.

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