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November 12 – 13, 2008 - The Hilton Hotel - New York City
Wednesday, November 12, 2008
Registration, Breakfast & Networking
7:30 AM
7:30 AM
The State of the Market: A 360° Analysis of Current Pricing & Trends from The PIPEs Report
8:45 - 9:00 AM
The "state of the market" includes statistics from DealFlow Media's PrivateRaise service and incorporates commentary on the latest developments in both mega-PIPEs and mainstream private placements. You'll learn about recent pricing and deal dynamics with a view toward how financings will morph through the end of 2008 and into 2009.
8:45 - 9:00 AM
The "state of the market" includes statistics from DealFlow Media's PrivateRaise service and incorporates commentary on the latest developments in both mega-PIPEs and mainstream private placements. You'll learn about recent pricing and deal dynamics with a view toward how financings will morph through the end of 2008 and into 2009.
Getting Deals Done in a Turbulent Market: Making a Rational Assessment of Risk & Reward
9:05 - 9:55 AM
This panel of prominent dealmakers discuss ways you should approach new issuances in the current market environment and also how to manage securities purchased in previously-issued placements. Panelists focus on some logical steps investors and issuers should take when considering the risk/reward profile of negotiated offerings, with a particular view toward mitigating risk through innovative deal structure.
MODERATOR: ERIC COHEN, Winston & Strawn
PANELISTS: DANIEL GOLDBERG, DLA Piper; ANDY MERKATZ, Vision Opportunity Capital Management; STEVEN SIESSER, Lowenstein Sandler; BYRON ROTH, Roth Capital Partners; Additional Panelists TBA
9:05 - 9:55 AM
This panel of prominent dealmakers discuss ways you should approach new issuances in the current market environment and also how to manage securities purchased in previously-issued placements. Panelists focus on some logical steps investors and issuers should take when considering the risk/reward profile of negotiated offerings, with a particular view toward mitigating risk through innovative deal structure.
MODERATOR: ERIC COHEN, Winston & Strawn
PANELISTS: DANIEL GOLDBERG, DLA Piper; ANDY MERKATZ, Vision Opportunity Capital Management; STEVEN SIESSER, Lowenstein Sandler; BYRON ROTH, Roth Capital Partners; Additional Panelists TBA
Networking Break
10:00 - 10:25 AM
10:00 - 10:25 AM
The Latest Developments in SEC Enforcement and Civil Litigation
10:25 - 11:15 AM
This panel of former SEC Enforcement Division attorneys and leading civil litigators discuss the hottest areas of PIPEs litigation and government enforcement efforts. Panelists focus on how you can avoid government scrutiny and what you can do when targeted, as well as steps you can take to provide additional investment protections in today's troubled markets. Panelists also give their insight on Section 5 insider trading cases, rumor-mongering, naked short selling, and redemption litigation.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: NICOLAS MORGAN, CARYN SCHECHTMAN, ROBERT D. WEBER, DLA Piper; Additional Panelists TBA
10:25 - 11:15 AM
This panel of former SEC Enforcement Division attorneys and leading civil litigators discuss the hottest areas of PIPEs litigation and government enforcement efforts. Panelists focus on how you can avoid government scrutiny and what you can do when targeted, as well as steps you can take to provide additional investment protections in today's troubled markets. Panelists also give their insight on Section 5 insider trading cases, rumor-mongering, naked short selling, and redemption litigation.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: NICOLAS MORGAN, CARYN SCHECHTMAN, ROBERT D. WEBER, DLA Piper; Additional Panelists TBA
The Law vs. The Lore
11:20 - 11:40 AM
This presentation highlights the apparent contradiction between legal obligations and commonly held beliefs concerning what, if any, duty a placement agent owes an investor.
SPEAKER: REEVES CARTER, Guzov Ofsink
11:20 - 11:40 AM
This presentation highlights the apparent contradiction between legal obligations and commonly held beliefs concerning what, if any, duty a placement agent owes an investor.
SPEAKER: REEVES CARTER, Guzov Ofsink
Alternatives to Agents: How Law Firms Are Providing Direct Access to Capital
11:45 - 12:05 PM
A growing number of law firms are diversifying their businesses by setting up broker-dealer affiliates. These affiliated groups - the law firm and the broker-dealer - can then offer a "one-stop shop" for companies in need of financing. This presentation covers the concepts surrounding this business model, why it's likely to gain in popularity amidst turmoil in the banking sector, and addresses the conflicts and ethical concerns that are likely to arise.
SPEAKER: ADAM GOTTBETTER, Gottbetter Partners
11:45 - 12:05 PM
A growing number of law firms are diversifying their businesses by setting up broker-dealer affiliates. These affiliated groups - the law firm and the broker-dealer - can then offer a "one-stop shop" for companies in need of financing. This presentation covers the concepts surrounding this business model, why it's likely to gain in popularity amidst turmoil in the banking sector, and addresses the conflicts and ethical concerns that are likely to arise.
SPEAKER: ADAM GOTTBETTER, Gottbetter Partners
Lunch & Networking Opportunity
12:10 - 1:20 PM
12:10 - 1:20 PM
Operating as a Finder Under Federal and State Law: What You Should Know if You are Not a Registered Broker-Dealer
1:20 - 2:10 PM
For years the SEC has contemplated a new way to regulate unregistered deal-finders and money-raisers. Meanwhile, states are moving forward with new ways to allow some finders to engage in capital raising activities without registering as broker-dealers. Find out how regulatory changes may make it easier for people to consult, advise, and raise capital without violating federal or state law.
MODERATOR: FAITH COLISH, Carter Ledyard & Milburn
PANELISTS: DENISE VOIGT CRAWFORD, Texas Securities Commissioner and NASAA President-Elect; ELLEN LIEBERMAN, Debevoise & Plimpton
1:20 - 2:10 PM
For years the SEC has contemplated a new way to regulate unregistered deal-finders and money-raisers. Meanwhile, states are moving forward with new ways to allow some finders to engage in capital raising activities without registering as broker-dealers. Find out how regulatory changes may make it easier for people to consult, advise, and raise capital without violating federal or state law.
MODERATOR: FAITH COLISH, Carter Ledyard & Milburn
PANELISTS: DENISE VOIGT CRAWFORD, Texas Securities Commissioner and NASAA President-Elect; ELLEN LIEBERMAN, Debevoise & Plimpton
A Recipe for Success during Periods of Market Turmoil
2:15 - 2:30 PM
In the current economic crisis, small cap companies need to take certain steps to maintain and grow their market share. This presentation explores some short term goals, that mitigate any further losses to market capitalization, and longer term goals designed to take advantage of competitors with weak or non-existent strategies and capitalize on current opportunities.
SPEAKER: GEORGE TSIOLIS, Agoracom
2:15 - 2:30 PM
In the current economic crisis, small cap companies need to take certain steps to maintain and grow their market share. This presentation explores some short term goals, that mitigate any further losses to market capitalization, and longer term goals designed to take advantage of competitors with weak or non-existent strategies and capitalize on current opportunities.
SPEAKER: GEORGE TSIOLIS, Agoracom
Accounting and Valuation Issues: Examining the New Rules on Determining Fair Value of Securities
2:35 - 3:25 PM
This panel highlights the effects of FAS 157 and the more stringent valuation issues in PIPE transactions. Panelists discuss the importance of a clearly defined process, thorough due diligence, and the increasing need for independence to avoid unforeseen fiduciary pitfalls that can be encountered.
MODERATOR: ESPEN ROBAK, Pluris Valuation Advisors
PANELISTS: KARL D'CUNHA, Houlihan Smith & Company; CHRIS JOHNSON, Crowe Horwath; ELE KLEIN, Schulte Roth & Zabel; NEIL PINCHUK, Bernstein & Pinchuk
2:35 - 3:25 PM
This panel highlights the effects of FAS 157 and the more stringent valuation issues in PIPE transactions. Panelists discuss the importance of a clearly defined process, thorough due diligence, and the increasing need for independence to avoid unforeseen fiduciary pitfalls that can be encountered.
MODERATOR: ESPEN ROBAK, Pluris Valuation Advisors
PANELISTS: KARL D'CUNHA, Houlihan Smith & Company; CHRIS JOHNSON, Crowe Horwath; ELE KLEIN, Schulte Roth & Zabel; NEIL PINCHUK, Bernstein & Pinchuk
Networking Break 3:25 - 3:50 PM
Investing in Reverse Merger Companies: Navigating Rule 144
3:50 - 4:40 PM
This year the SEC adopted significant changes to securities law designed to improve the regulatory environment for smaller public companies. Now that these rules have been in place for some time, new strategies have emerged for investors. This panel explores the various approaches to investing in newly-reverse merged companies, positioning private companies for the public market, and covers what investors need to know in the post-Rule 144 environment.
MODERATOR: RICH ANSLOW, Anslow & Jaclin
PANELISTS: DAVID FELDMAN, Feldman Weinstein & Smith; HARVEY KESNER, Haynes Boone; SAMUEL KRIEGER, Krieger & Prager; MARAT ROSENBERG, Halter Financial
3:50 - 4:40 PM
This year the SEC adopted significant changes to securities law designed to improve the regulatory environment for smaller public companies. Now that these rules have been in place for some time, new strategies have emerged for investors. This panel explores the various approaches to investing in newly-reverse merged companies, positioning private companies for the public market, and covers what investors need to know in the post-Rule 144 environment.
MODERATOR: RICH ANSLOW, Anslow & Jaclin
PANELISTS: DAVID FELDMAN, Feldman Weinstein & Smith; HARVEY KESNER, Haynes Boone; SAMUEL KRIEGER, Krieger & Prager; MARAT ROSENBERG, Halter Financial
Crisis in the Public Markets?
4:45 - 5:30 PM
The unprecedented turmoil in the U.S. economy has created havoc in the public marketplace, the debt side, the equity side and everything in between. Companies, even entire industries, have suffered major damage and are yet to reformulate how to conduct business in the event our economy slips into recession. However, within the public-market chaos there are tremendous opportunities in the private marketplace for those companies positioned to take advantage of them.
MODERATOR: BARRY SILBERT, SecondMarket
PANELISTS: DAN BURSTEIN, Millennium Technology Ventures; SHAWN FAUROT, Deutsche Bank Distressed Products Group; EUGENE SONG, W Capital Partners
4:45 - 5:30 PM
The unprecedented turmoil in the U.S. economy has created havoc in the public marketplace, the debt side, the equity side and everything in between. Companies, even entire industries, have suffered major damage and are yet to reformulate how to conduct business in the event our economy slips into recession. However, within the public-market chaos there are tremendous opportunities in the private marketplace for those companies positioned to take advantage of them.
MODERATOR: BARRY SILBERT, SecondMarket
PANELISTS: DAN BURSTEIN, Millennium Technology Ventures; SHAWN FAUROT, Deutsche Bank Distressed Products Group; EUGENE SONG, W Capital Partners
Closing Remarks
5:30 PM
5:30 PM
The PIPEs Cocktail Reception
5:45 - 7:15 PM
5:45 - 7:15 PM
Thursday, November 13, 2008
Registration, Breakfast & Networking
8:00 - 9:00 AM
8:00 - 9:00 AM
Day two of the conference offers a new and exciting format with an interactive, town-hall style layout, featuring leading authorities in the business.
The PIPEs Legal Roundtable features top attorneys discussing the latest legal issues and regulatory concerns, followed by The PIPEs Agent Roundtable which features top placement agents providing their insight into deal structure and placement trends. Rounding out the day is The PIPEs Investor Roundtable, the largest gathering of active PIPE investors ever together on one stage. All three sessions offer a double-sized panel format and interactive Q&A session designed to engage the audience in active discussion.
* PIPEs Legal Roundtable *
9:00 - 11:00 AM
MODERATOR: ELE KLEIN, Schulte Roth Zabel
PANELISTS: CHRISOPHER AUGUSTE; Kramer Levin ; JACK HOGOBOOM, Lowenstein Sandler; MICHAEL MALINE; Goodwin Procter; MITCH NUSSBAUM, Loeb & Loeb; JEFFREY RINDE, Hodgson Russ; GREGORY SICHENZIA, Sichenzia Ross Friedman Ferrence; JOE SMITH; Feldman Weinstein Smith; MARK WOOD. Katten Muchin
9:00 - 11:00 AM
MODERATOR: ELE KLEIN, Schulte Roth Zabel
PANELISTS: CHRISOPHER AUGUSTE; Kramer Levin ; JACK HOGOBOOM, Lowenstein Sandler; MICHAEL MALINE; Goodwin Procter; MITCH NUSSBAUM, Loeb & Loeb; JEFFREY RINDE, Hodgson Russ; GREGORY SICHENZIA, Sichenzia Ross Friedman Ferrence; JOE SMITH; Feldman Weinstein Smith; MARK WOOD. Katten Muchin
Networking Break
11:00 - 11:30 AM
11:00 - 11:30 AM
* PIPEs Agent Roundtable *
11:30 - 1:00 PM
MODERATOR: STUART BRESSMAN, Proskauer Rose
PANELISTS: ED CHIANG, Banc of America Securities; CHRISTOPHER COLLEGE, Stifel, Nicolaus & Company; RICHARD GORMLEY, Lazard Freres & Co.; AMIR HESHMATPOUR, AFH Holdings; PHILIP MARCHAL, BMO Capital Markets Corp.; ERIC NOLL, Susquehanna; MARK WEISSMAN, Jefferies & Company
11:30 - 1:00 PM
MODERATOR: STUART BRESSMAN, Proskauer Rose
PANELISTS: ED CHIANG, Banc of America Securities; CHRISTOPHER COLLEGE, Stifel, Nicolaus & Company; RICHARD GORMLEY, Lazard Freres & Co.; AMIR HESHMATPOUR, AFH Holdings; PHILIP MARCHAL, BMO Capital Markets Corp.; ERIC NOLL, Susquehanna; MARK WEISSMAN, Jefferies & Company
Networking Luncheon
1:00 - 2:15 PM
1:00 - 2:15 PM
* PIPEs Investor Roundtable *
2:15 - 4:15 PM
MODERATOR: MICHAEL FEIN, RAM Capital
PANELISTS: MATT BALAKER, Bristol Capital Advisors; MICHAEL FINKELSTEIN, Whalehaven Fund; COREY RIBOTSKY; NIR Group ; PETER SIRIS, Guerrilla Capital Management; JOSHUA THOMAS, Midsummer Capital
2:15 - 4:15 PM
MODERATOR: MICHAEL FEIN, RAM Capital
PANELISTS: MATT BALAKER, Bristol Capital Advisors; MICHAEL FINKELSTEIN, Whalehaven Fund; COREY RIBOTSKY; NIR Group ; PETER SIRIS, Guerrilla Capital Management; JOSHUA THOMAS, Midsummer Capital
Closing Remarks
4:15 PM
4:15 PM
If you would like to be considered for a speaking slot at this event, contact Eric Salvarezza at eric@dealflow.com.
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