Registration, Breakfast & Networking
8:00 - 9:00 AM

The State of the Market
9:00 - 9:20 AM
The annual state of the market presentation includes statistics from DealFlow Media's PrivateRaise service and commentary on the latest developments in the industry. The presentation will include discussion about recent pricing and deal dynamics and a view of what's ahead in 2010.

Confidentially Marketed Public Offerings (CMPOs) and Underwritten Registered Directs
9:25 - 10:25 AM
Investment bankers have increasingly been arranging these hybrid deals.CMPOs and Underwritten Registered Directs provide the benefits of private placements while meeting the regulatory and exchange requirements of public offerings.  This panel explores the elements of these transactions, reasons why companies are utilizing these structures, and the future of this market.
MODERATOR: MICHAEL MALINE, Goodwin Procter
PANELISTS: STUART BRESSMAN, Proskauer Rose; RICHARD CONKLIN, Robert W. Baird & Co.; RICHARD GORMLEY, Lazard; SUSANNE MULLIGAN, Deutsche Bank Securities; DAVID STADINSKI, Piper Jaffray & Co.

At the Market Offerings under SEC Rule 415
10:30 - 10:50 AM
The SEC has long permitted "at-the-market" or "ATM" offerings, which essentially gives the issuer of exchange-traded common stock the ability to time the market in its own stock. This presentation examines how amendments to the rules governing ATM offerings have made them a more popular method of financing for liquid issuers.
SPEAKER: JOE SMITH, Weinstein Smith

Trends in Structure and Pricing: The Current Options for Public Companies
11:10 - 12:00 PM
As the market rebounds, investors have new criteria for structuring and pricing deals that they are involved with. This panel examines the latest developments in structure and pricing of today's PIPE deals, including registered directs, private placements involving public shells, warrant structures, pricing discounts, and equity lines.
MODERATOR: ELE KLEIN, Schulte Roth & Zabel
PANELISTS: BRENDAN CARROLL, Victory Park Capital Advisors; JONATHAN LOWENBERG, Merriman Curhan Ford

Understanding the Auditor/Issuer Relationship & How to Avoid 'Crossing the Line'
12:05 -12:25 PM
This presentation examines what an auditor really can do for public company clients, including assisting with accounting problems, planning for SOX, assisting with risk assessment for financial reporting and interviewing prospective accounting staff and audit committee directors. The presentation will also include observations from recent PCAOB and SEC enforcement actions against auditors.
SPEAKER: JOHN MALONE, Malone & Bailey

Recent Developments in SEC Enforcement, White Collar & Civil Litigation
1:35 - 2:25 PM
This panel of leading civil litigators discuss the hottest areas of civil litigation and government enforcement efforts concerning PIPEs and hedge fund investments, including insider trading, short selling, redemption litigation and valuations. 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.
MODERATOR: PERRIE WEINER, DLA Piper
PANELISTS: SAM PUATHASNANON, Securities and Exchange Commission; NICOLAS MORGAN, CARYN SCHECHTMAN, ROBERT WEBER, DLA Piper

Keeping up with the Regulators: How FINRA, the SEC & Governing Bodies will affect the PIPE Market in 2010
2:30 - 3:20 PM
Will the recent flurry of proposed regulation have an impact on the PIPE market? This panel explores FINRA's new fixed priced offering rule, the proposal of a limited registration category for investment banking professionals, changes to short selling regulations, the future of dark pools, and block trading of illiquid stocks.
MODERATOR: SAM KRIEGER, Krieger & Prager
PANELISTS: JOSEPH CORSO, E*Trade Capital Markets; CHRIS STONE, FINRA; Additional Panelists TBA

Price Discovery for Restricted Securities in the Private Secondary Market
3:25 - 3:40 PM
This presentation explores the key factors and current trends used to determine the buy-side appetite for restricted securities, including evaluating private companies and other "under the radar" issuers, and internal and external costs.
SPEAKER: PHILIP REICHERZ, SecondMarket

Challenges for Small-Market Cap Issuers: Is this the End of the Bulletin Board PIPE?
3:45 - 4:35 PM
With the lack of liquidity on the Bulletin Board, what can unlisted companies do to raise capital? This panel explores the future of Bulletin Board issuers in the PIPE market.
MODERATOR: RICH ANSLOW, Anslow & Jaclin
PANELISTS: CHARLES ALLEN, TriPoint Global Equities; JOHN BORER, Rodman & Renshaw; THOMAS FOLEY, XChange; GREG SICHENZIA, Sichenzia Ross Friedman & Ference; CHRIS STONE, FINRA

Cutting Edge APO Tactics & Trends in Reverse Mergers
4:40 - 5:30 PM 
Companies contemplating going public are using creative strategies to get their deal done. This panel examines the latest trends including how Rule 144 changes have impacted the market, regulatory actions regarding footnote 32/172 shells, a greater acceptance of Form 10 shells for Chinese transactions, and the increase of the use of the WRASP-type structure.
MODERATOR: DAVID FELDMAN, Feldman LLP
PANELISTS: ALAN DONENFELD, Paragon Capital; ADAM GOTTBETTER, Gottbetter & Partners; JEFF JENSON, Tryant

Rebound in China: Exploring Recent Regulatory Changes that Encourage Foreign-Invested RMB Funds
9:15 - 10:05 AM
Recent regulatory changes have made it easier for foreign venture capital and private equity investors to explore opportunities in China. Panelists examine MOFCOM's decentralization of approval authority, new incentives to create more inbound investments, and increased legislative efficiency designed to encourage foreign investment.
MODERATOR: JAMES CHAPMAN, Nixon Peabody
PANELISTS: JUDY DENG, Pillsbury; JAS HAYRE, China Select Capital Partners; FRASER MENDEL, Schwabe, Williamson & Wyatt

Tracking the Trends & Deal Preferences of Private Equity Investment in the PIPE Market
10:10 - 11:00 AM
Private equity investors pursuing PIPEs are showing a preference for structured transactions. Are PIPEs suited for fundamental investors? This panel explores the recent trend of private equity funds using highly complex PIPE deals to deploy capital.
MODERATOR: MATT HOFFMAN, Lowenstein Sandler;
PANELISTS: ERIC COHEN, Winston & Strawn; TODD MAZUR, Greenberg Traurig; ROBERT O'SHEA, Latham & Watkins

The Foreign Corrupt Practices Act: An Independent Monitor's Perspective
11:25 - 11:50 AM
Aggressive international efforts to battle corruption have resulted in a significant number of highly publicized convictions and fines.  The Foreign Corrupt Practices Act ("FCPA") is the tool utilized by the United States Government, with increasing cooperation with foreign governments, to combat corrupt payments to foreign officials by U.S companies.  This presentation provides an overview of the FCPA laws, summarizes recent FCPA cases, discusses an FCPA investigation that developed from an M&A transaction, and provides a "view from the trenches" from a former FCPA monitor.
FEATURED SPEAKER: DAN RAY, Hemming Morse

Digging for Gold in Canadian Companies
11:55 - 12:45 PM
This panel provides an overview of the Canadian PIPEs market, along with opportunities and challenges facing Canadian issuers and their investors.
MODERATOR: MARK WOOD, Katten Muchin Rosenman
PANELISTS: JAMES CLARE, Fraser Milner; BRIAN GROVES, Skygold Ventures; RAM PADMANABHAN, Katten Muchin Rosenman; KENT PEARSON, COS-Eland Corporation

The PIPE Investors Roundtable
1:45 - 2:45 PM
This interactive town-hall style panel is the largest gathering of active PIPE investors in one place. Panelists participate in an open Q&A session designed to engage the audience in active discussion.
MODERATOR: MICHAEL CHILL, Roth Capital Partners
PANELISTS: BRAD ACKERMAN, Hull Capital; MATT BALAKER, Mickelson Investment Management; MICHEAL FEIN, RAM Capital Resources; MICHAEL FINKELSTEIN, Whalehaven Funds; GREG GOLDBERG, Professional Capital Partners Management; KEVIN RAIDY, Ramius; JOSHUA THOMAS, Midsummer Capital; Additional Panelists TBA

Securities Purchase Agreements, Equity Lines & Surrogate Structures
2:50 - 3:40 PM
Private placement issuers and investors have embraced tranched and serial issuance structures as a way to limit liquidity risk and price volatility. This panel discusses recent innovations in this area.
PANELISTS: CHRISTOPHER AUGUSTE, Kramer Levin; ALLEN SILBERTSTEIN, AGS Capital