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ECOA Members-Only Webcast

"Dodd-Frank is Blowing the Whistle: How Will You Respond?"

Presented by

Gary M. Brown
Shareholder
Baker Donelson Bearman
Caldwell & Berkowitz, P.C.

Tuesday, January 11,

2:00 - 3:00 p.m. EST

If you thought Sarbanes-Oxley was bad, brace yourself for the Dodd-Frank Wall Street Reform and Consumer Protection Act. Compare 66 pages to 2,300+ pages, with hundreds of rule-making initiatives for various federal agencies, new and old. Corporate directors and executives will confront a barrage of "best practices," most notably in the area of executive compensation. An examination of the rule-making reveals the haste with which Dodd-Frank was cobbled together as well as its ambiguities.

A great example of the law of unintended consequences is found in the Current Report on Form 8-K of Newmont Mining Corporation filed on September 1, 2010, (CLICK HERE to view), which reads, in part: "Section 1503(b)(1) of the [Dodd-Frank] Act requires a Current Report on Form 8-K if a company is issued an imminent danger order under * * * the Federal Mine Safety * * * Act * * * by the federal Mine Safety and Health Administration. On August 28, 2010, Newmont * * * received an Order stating that an employee * * * was observed accessing a piece of mine equipment while carrying a lunch box. The employee attached the box to his body without incident, which immediately terminated the Order." Again, brace yourself.

This webcast will give a brief overview of the circumstances leading to the passage of Dodd-Frank (explaining why some of its provisions were enacted), deliver a high-level overview of what Dodd-Frank includes, give a more-detailed analysis of the act's provisions relating to corporate governance and executive compensation, and finish by focusing on the now (in)famous "whistleblower" provisions and ensuing considerations for companies as the SEC's provisions and rules become effective.

Gary M. Brown
Shareholder
Baker Donelson

Gary M. Brown, shareholder in Baker Donelson's Nashville office, focuses his practice on advising public companies and their officers and directors on corporate governance, securities and other compliance issues. Since 1994, he has been listed in Best Lawyers in America and is also listed in Chambers - America's Leading Business Lawyers. He serves as general counsel to the Ethics and Compliance Officer Association, the world's largest organization of ethics and compliance professionals.

During 2002, Gary served as Special Counsel (Minority) to the U.S. Senate's Governmental Affairs Committee in the Enron investigation and also worked with the Committee's Permanent Subcommittee on Investigations ("PSI"), providing advice on aspects of the Sarbanes-Oxley Act while the legislation was being debated in the Senate. During 2010, he was retained to assist PSI in its investigation, "Wall Street and the Financial Crisis," which formed some of the backdrop for the Dodd-Frank Wall Street and Consumer Protection Act.

Since 1994, Gary has taught corporate and securities law at the Vanderbilt Law School and co-chairs two national securities programs for the Practising Law Institute. He is the author of numerous publications including "PLI's Guide to the SEC's New Executive Compensation Disclosure Rules," and PLI's book, Soderquist on the Securities Laws (formerly Understanding the Securities Laws. He received both his undergraduate and law degrees from Vanderbilt University, where he graduated Order of the Coif in 1980.

What topic would you like presented at a future ECOA webcast?

We welcome your suggestions!

Please e-mail Janel Heilbrunn at jheilbrunn@theecoa.org with your suggestions, feedback, or questions.

Upcoming ECOA Members-Only Webcasts

Please e-mail Janel Heilbrunn at jheilbrunn@theecoa.org for information on upcoming webcasts.

Webcast Information

Webcast Price Points
	MSPR/ MSPA	Non-member (from a MSPR organization only)*	Emeritus Member	Basic Member	Government Full	Government Basic

LIVE	FREE	$150	FREE	$150	FREE	$125
RECORDING	FREE	N/A	FREE	$50	FREE	$40
*one-time / calendar year only
Webcast Information
1. The ECOA uses Microsoft Live meeting as its webcast provider. 2. You need a telephone plus a computer connected to the Internet. 3. One day prior, you will receive an email with links to the conference website, phone number, meeting codes, and link for an advance systems check. 4. Please log-in, and/or dial in, 5 minutes prior to the conference.

Past Webcasts

Members, please contact Maria Sonin at msonin@theecoa.org if you need assistance obtaining copies of the webcast materials (PDFs).

November 16, 2010 "Behavioral Ethics: New Research Insights and Ideas for Implementation" Presented by Dr. Fransesca Gino Harvard Business School

October 28, 2010 "Beyond Compliance in Monitoring and Education: the Executive Branch Approach" Presented by Matthew Cross, Associate Director for Education Patricia Zemple, Associate Director, Program Review Division United States Office of Government Ethics

September 30, 2010 "Using an Oath of Office, or Your Code of Conduct, to 'Power Up' Your Ethics and Compliance Program" Presented by Mary Roodkowsky, Special Adviser, Ethics, UNICEF

August 5, 2010 "Connecting Ethics and Compliance and Corporate Social Responsibility" Presented by PricewaterhouseCoopers LLP with representatives from Schwan Food Company and Target Corporation

June 24, 2010 "Trouble in Lawyer Land: Issues for Compliance Officers under the Rules for Professional Responsibility" Presented by Russ A. Berland, Stinson Morrison Hecker LLP

May 20, 2010 "Leveraging the Warning Signs of Fraud to Strengthen Ethical Conduct" Presented by Amitai Touval, ITAP International

April 29, 2010 "The OECD Good Practice Guidance for Anti-Bribery Ethics and Compliance Programs: A New Global Standard of Good Corporate Citizenship" Presented by Jeff Kaplan and Rebecca Walker Kaplan & Walker LLP

March 24, 2010 "Overcoming FCPA Compliance Challenges in Latin America: Understanding the Importance of Culture" Presented by Clivetty Martinez, PhD, Senior Director, Latin America Region, Worldwide Office of Healthcare Compliance & Privacy, Johnson & Johnson

December 9, 2009 "Getting Started: Building an Awareness and Education Program from Scratch" Presented by Tina Wyder, Global Ethics and Compliance Program Education and Awareness Manager, Accenture

November 18, 2009 "Introducing ECOA Connects: A Preview of the ECOA's New Member Resource and Networking Center" Presented by Maria Sonin and Bob Olson, ECOA.

September 29, 2009 "Building a Culture of Ethics and Compliance" Presented by Sven Erik Holmes, Executive Vice Chair, Legal and Compliance, KPMG LLP

August 25, 2009 "Conscious Capitalisim" Presented by Rajendra Sisodia, Professor of Marketing, Bentley University

July 29, 2009 "Global Ethics & Integrity Benchmarks Report"

June 25, 2009 "APEX" - Advanced Practitioner in Ethics and Compliance Certification

May 5, 2009 "Corporate Integrity and Copyright Clearance"

March 10, 2009 "Supercharging Cultural Change: Organizational Transformation Using Large Group Methods from an Ethics Practitioner's Perspective" Presented by Earnie Broughton, Executive Director, Ethics Program Coordinator, USAA and ECOA Board Member

February 12, 2009 "The Ethics of Moral Hazard" Presented by Steve Henn, SmartPros Legal & Ethics Ltd.

January 13, 2009 “Anti-Money Laundering and the Foreign Corrupt Practices Act – Are You Ready?” Presented by Daylight Forensic & Advisory LLC

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