UCLA Law Review Fall Conference, co-hosted by the Lowell Milken Institute

DEFINING THE BOUNDARIES OF INSIDER TRADING 9:00am W E L C O M E

Brian Li-A-Ping, Editor-in-Chief, UCLA Law Review Vice Dean Russell Korobkin

9:15 – 10:30am TR E N D S I N IN S I D E R TR A D I N G EN F O R C E M E N T Moderated by Professor James Park

James Bowman Partner, O’Melveny & Myers; Former Deputy Chief, Major Frauds Section, U.S. Attorney’s Office for the Central District of California Michele Wein Layne Regional Director of the SEC’s Los Angeles Regional Office Lorin Reisner Partner, Paul, Weiss, Rifkind, Wharton & Garrison; Former SEC Deputy Director of Enforcement; Former Chief of the Criminal Division, U.S. Attorney’s Office for the Southern District of New York Anjan Sahni Partner, Wilmer Hale; Former Chief of the Securities and Commodities Fraud Task Force, U.S. Attorney’s Office for the Southern District of New York

10:45am – 12:00pm TH E SE C O N D C I R C U I T ’S DE C I S I O N I N U.S. V . NE W M A N Moderated by Professor James Park

Stephen Bainbridge William D. Warren Professor of Law, UCLA School of Law Donna Nagy C. Ben Dutton Professor of Law, Indiana University Maurer School of Law Adam Pritchard Frances and George Skestos Professor of Law, University of Michigan Law School

12:00 – 1:00pm LU N C H 1:00 – 2:30pm AC A D E M I C TH E O R I E S A N D IN S I D E R TR A D I N G LA W Moderated by Professor George S. Georgiev

Michael Guttentag Professor of Law, John T. Gurash Fellow in Corp. Law & Business, Loyola Law School Sung Hui Kim Professor of Law, UCLA School of Law Richard Painter S. Walter Richey Professor of Corporate Law, University of Minnesota Law School Yesha Yadav Associate Professor of Law, Vanderbilt Law School    

STEPHEN BAINBRIDGE is the William D. Warren Distinguished Professor of Law at UCLA School of Law, where he currently teaches Business Associations, Mergers and Acquisitions, and a seminar on corporate governance. In past years, he has also taught Advanced Corporation Law, Corporate Finance, Securities Regulation, and Unincorporated Business Associations. Professor Bainbridge previously taught at the University of Illinois Law School (1988-1996). He has also taught at Harvard Law School as the Joseph Flom Visiting Professor of Law and Business (2000-2001), and as

a visiting professor at La Trobe University in Melbourne (2005 and 2007) and at Aoyama Gakuin University in Tokyo (1999). In 2008, Bainbridge received the UCLA School of Law's Rutter Award for Excellence in Teaching. In 1990, the graduating class of the University of Illinois College of Law voted him "Professor of the Year." Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 90 law review articles which have appeared in such leading journals as the Harvard Law Review, Virginia Law Review, Northwestern University Law Review, Cornell Law Review, Stanford Law Review, and Vanderbilt Law Review.

JAMES A. BOWMAN is a partner in O’Melveny’s Los Angeles office and a member of the White Collar Defense & Corporate Investigations Practice. Jim is a former federal prosecutor who served as a Deputy Chief in the Major Frauds Section and as the Securities Fraud Coordinator in the United States Attorney’s Office in Los Angeles. During his eight years as a federal prosecutor, Jim tried numerous cases, all as lead or co-lead counsel, argued numerous appeals, and was the lead prosecutor on several high-profile cases involving complex financial crimes, including securities fraud, health care

fraud, money laundering, tax evasion, and art theft. For his work, Jim received awards from the Department of Justice, the Federal Bureau of Investigation, the Los Angeles Police Department, and other federal and local agencies. He also received the U.S. Department of Justice’s prestigious Director’s Award for Superior Performance, which was presented by the Attorney General at a ceremony in Washington, D.C. in 2012. As a Deputy Chief, Jim supervised a team of prosecutors in the Major Frauds Section (one of the largest white collar prosecution units in the country), overseeing the investigation and prosecution of dozens of cases in the Section. He also served as a mentor to several new prosecutors during trial. Before becoming a federal prosecutor, Jim spent six years as an associate and counsel at O’Melveny, where he worked on complex civil litigation and white collar criminal defense.

GEORGE S. GEORGIEV is a Visiting Assistant Professor and LMI Business Law & Policy Fellow at UCLA School of Law. His primary teaching and research interests reside in the areas of corporate law, corporate governance, securities regulation, antitrust law, and comparative business law. At UCLA, he teaches doctrinal courses, such as Corporate Governance, and transactional courses, such as Corporate Finance Transactions and M&A Transaction Planning. Professor Georgiev received his J.D. from Yale Law School, and also holds an M.A. in Economics from the University of Munich

and a B.A., summa cum laude, in Economics and International Relations from Colgate University. Prior to arriving at UCLA, he spent close to six years in private practice with Sullivan & Cromwell LLP and Clifford Chance LLP. Professor Georgiev’s research appears in the Yale Journal on Regulation, the Utah Law Review, the Yale Journal of International Law, and UCLA Law Review, among others. His current work examines the regulatory treatment of large public companies by the securities laws and the SEC.

MICHAEL GUTTENTAG’S scholarship focuses primarily on securities regulation. He has used a variety of methods to better understand how financial markets should be regulated, including conducting experiments and developing mathematical models. Prior to his career in academia, Michael Guttentag worked as an executive in the public and private sectors, where he held senior management positions in the Internet, entertainment, and financial services industries. From 2005 to 2008, he was a member of the faculty of the Boyd School of Law, UNLV, and has visited at the Emory University School of

Law, UCLA School of Law, and the University of Southern California Law School. He joined the Loyola Law School faculty in 2008. Guttentag is a member of the American Law and Economics Association, the Society for Empirical Legal Studies and the Bar of the State of California. He received his MBA, with distinction, from Harvard Business School, and his JD from Yale Law School, where he was an Olin Scholar of Law and Economics.

SUNG HUI KIM is Professor of Law, UCLA School of Law and the Director of the Program on In-House Counsel, Lowell Milken Institute for Business Law and Policy, UCLA School of Law. She has taught Business Associations, Contracts, Professional Responsibility, Securities Regulation, and seminars on the psychology of modern legal practice and legal ethics. Her current research interests lie at the intersections of professional responsibility, securities regulation, and corporate governance. She has written about the role of in-house counsel in corporate compliance, federal insider trading law, sovereign

debt, and supermajority provisions in the United States Constitution. Her scholarship has appeared in the Capital Markets Law Journal, Cornell Law Review, Florida Law Review, Fordham Law Review, Georgetown Journal of Legal Ethics, North Carolina Law Review, UCLA Law Review, Proceedings of the American Philosophical Society, Securities Law Review, SMU Law Review, and University of Chicago Press. She holds a J.D. from Harvard Law School and a B.A. and M.A. in History from Emory University. Following law school, she was a fellow of the Robert Bosch Foundation in Germany. After six years in private practice as a transactional lawyer, she joined Red Bull North America, Inc. as its first general counsel. From 2013-14, she was an Emile Noël Fellow of the Jean Monnet Center for International and Regional Economic Law & Justice, NYU School of Law.

MICHELE W. LAYNE is the Regional Director the Los Angeles Regional Office of the Securities and Exchange Commission and oversees its enforcement and examination programs. Prior to becoming the Regional Director, Ms. Layne was the co-head of the Los Angeles office's enforcement program, where she lead numerous high-profile and significant cases involving financial reporting and accounting misconduct, subprime lending, stock options backdating, mutual fund and hedge fund abuses, investment adviser and broker-dealer violations, offering frauds, market manipulation, auditor

misconduct, FCPA violations and insider trading. Prior to joining the Commission in 1995, Ms. Layne spent eleven years in private practice at the law firms of Dewey & LeBoeuf, and Buchalter, Nemer. Her practice concentrated on complex business litigation. Ms. Layne graduated magna cum laude and Phi Beta Kappa from the University of California at Los Angeles and her law degree from the University of Southern California.

DONNA M. NAGY is the Executive Associate Dean and C. Ben Dutton Professor of Law at Indiana University Maurer School of Law in Bloomington, Indiana. She teaches and writes in the areas of securities litigation, securities regulation, and corporations. Her scholarship includes two co-authored books, one on the law of insider trading (with Ralph Ferrara and Herbert Thomas) and a casebook on Securities Litigation and Enforcement (with Margaret Sachs and Richard Painter). She has written extensively on matters including, most recently, the selective disclosure of government information;

government officials and financial conflicts of interest; and insider trading and fiduciary principles. She is also a frequent speaker on securities regulation and litigation topics at law schools and professional conferences. Professor Nagy is a member of the American Law Institute and serves as an appointed member to the ABA Corporate Laws Committee. She also served a three-year term as a member of the National Adjudicatory Council of the Financial Industry Regulatory Authority (FINRA).

RICHARD PAINTER is the S. Walter Richey Professor of Corporate Law at the University of Minnesota Law School. He received his B.A., summa cum laude, in history from Harvard University and his J.D. from Yale University, where he was an editor of the Yale Journal on Regulation. Following law school, he clerked for Judge John T. Noonan Jr., of the United States Court of Appeals for the Ninth Circuit and later practiced at Sullivan & Cromwell in New York City and Finn Dixon & Herling in Stamford, Connecticut. He has served as a tenured member of the law faculty at the University of

Oregon School of Law and the University of Illinois College of Law, where he was the Guy Raymond and Mildred Van Voorhis Jones Professor of Law from 2002 to 2005. From February 2005 to July 2007, he was Associate Counsel to the President in the White House Counsel’s office, serving as the chief ethics lawyer for the President, White House employees and senior nominees to Senate-confirmed positions in the Executive Branch. He is a member of the American Law Institute and is an advisor for the new ALI Principles of Government Ethics. He has also been active in the Professional Responsibility Section of the American Bar Association. Professor Painter has also been active in law reform efforts aimed at deterring securities fraud and improving ethics of corporate managers and lawyers.

JAMES PARK is Professor of Law at the UCLA School of Law. His teaching and research interests include securities regulation and corporate law. Before joining the UCLA Law faculty, Park was a member of the Brooklyn Law School faculty, where he was an assistant professor from 2007-2010, and an associate professor from 2010-2013. He visited at UCLA Law in the fall of 2012. Professor Park received his B.A. summa cum laude from Miami University of Ohio in 1996, and his J.D. from Yale Law School in 2000. Upon graduating from law school, he clerked for Judge John G. Koeltl of the U.S.

District Court, Southern District of New York, and then for Judge Robert A. Katzmann, U.S. Court of Appeals for the Second Circuit. Following his clerkships Park was an associate at Wachtell, Lipton, Rosen & Katz and then served as an Assistant Attorney General in the Investor Protection Bureau of the New York State Attorney General’s Office.

ADAM PRITCHARD, the Frances and George Skestos Professor of Law at University of Michigan Law School, teaches corporate and securities law. He is the author, with Stephen J. Choi, of Securities Regulation: Cases and Analysis, currently in its fourth edition. His research focuses on securities class actions, Securities and Exchange Commission (SEC) enforcement, and the history of securities law in the U.S. Supreme Court. His articles have appeared in the Journal of Legal Studies, American Law & Economics Review, the Journal of Empirical Legal Studies, the Journal of Finance, the Journal of

Law, Economics, and Organizations, and various law reviews. Prof. Pritchard holds BA and JD degrees from the University of Virginia, as well as an MPP from the Harris School of Public Policy at the University of Chicago. While at Virginia, he was an Olin Fellow in Law and Economics and served as articles development editor of the Virginia Law Review. After graduation, he clerked for the Hon. J. Harvie Wilkinson III of the U.S. Court of Appeals for the Fourth Circuit and served as a Bristow Fellow in the Office of the Solicitor General at the U.S. Department of Justice. After working in private practice, Prof. Pritchard served as senior counsel in the Office of the General Counsel of the SEC, where he wrote appellate briefs and studied the effect of recent reforms in the areas of securities fraud litigation. He received the SEC's Law and Policy Award for his work in United States v. O'Hagan, in which the U.S. Supreme Court upheld the misappropriation theory of insider trading.

LORIN L. REISNER is a litigation partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York where his practice emphasizes white collar criminal matters, government investigations and complex business litigation. From January 2012 through June 2014, Mr. Reisner served as Chief of the Criminal Division of the U.S. Attorney’s Office for the Southern District of New York, where he supervised the investigation and prosecution of federal crimes by a team of more than 160 Assistant U.S. Attorneys. The areas under his supervision included securities and commodities fraud, complex fraud and

cybercrime, public corruption, terrorism and violent crime. From 2009 until his appointment as Chief of the Criminal Division, Mr. Reisner served as the Deputy Director of the Enforcement Division of the U.S. Securities and Exchange Commission in Washington, DC. In that position, he helped set enforcement priorities, supervised the work of more than 900 investigative professionals nationwide and oversaw the trial and related litigation activity of the Enforcement Division. From 1996 through 2009, Mr. Reisner was a litigation partner at Debevoise & Plimpton LLP in New York. Mr. Reisner served as an Assistant U.S. Attorney in the Southern District of New York from 1990-1994. He served as a law clerk to the Honorable Milton Pollack of the Southern District of New York from 1986-1987, received his undergraduate degree from Brandeis University in 1983 and his J.D. from Harvard Law School in 1986.

ANJAN SAHNI is a highly experienced litigator who has overseen some of the most significant white collar and securities fraud prosecutions in recent years. Mr. Sahni rejoined the firm after more than a decade as a federal prosecutor in the United States Attorney’s Office for the Southern District of New York, where he recently served as Chief of the Securities and Commodities Fraud Task Force and Co-Chief of the Terrorism and International Narcotics Unit. As Chief of the Securities and Commodities Fraud Task Force, Mr. Sahni supervised investigations and prosecutions involving

insider trading, accounting fraud, corporate fraud, market manipulation, commodities fraud, investment advisory fraud, violations of the Bank Secrecy Act and Foreign Corrupt Practices Act, and fraud involving complex financial instruments. In that role, he regularly coordinated criminal investigations with an array of different civil regulators, including the SEC, CFTC, Federal Reserve, FINRA, OCC, FinCEN and NYDFS. Prior to supervising the Securities and Commodities Fraud Task Force, Mr. Sahni served as the Co-Chief of the Terrorism and International Narcotics Unit. In that role, he oversaw investigations and prosecutions involving domestic and international terrorism, arms trafficking, counterintelligence, piracy, money laundering, violations of export controls and economic sanctions laws, and global narcotics trafficking. He was the co-prosecutor of notorious arms dealer Viktor Bout and oversaw the successful prosecution of would-be Times Square bomber Faisal Shahzad. After receiving his law degree from Yale Law School, Mr. Sahni clerked for the Honorable Pierre N. Leval of the United States Court of Appeals for the Second Circuit, after which he joined WilmerHale as a litigation associate.

YESHA YADAV’S research interests lie in the area of financial and securities regulation, notably with respect to the evolving response of regulatory policy to innovations in financial engineering, market microstructure and globalization. Before joining Vanderbilt's law faculty in 2011, Professor Yadav worked as legal counsel with the World Bank in its finance, private-sector development and infrastructure unit, where she specialized in financial regulation and insolvency and creditor-debtor rights. Before joining the World

Bank in 2009, she practiced from 2004-08 in the London and Paris offices of Clifford Chance, in the firm's financial regulation and derivatives group. She earned an M.A. in law and modern languages with First Class honors at the University of Cambridge, after which she earned an LL.M. at Harvard Law School, where she focused on financial and capital markets regulation, payment systems and terrorist financing.