Stay current on disclosure requirements and developments affecting annual disclosure documents and proxy soliciting materials prepared by SEC reporting companies. Hear from the SEC staff and our faculty who will focus on current “hot issues,” best practices and practical pointers. 2012 appears headed towards being another interesting year with significant events and uncertainties covering a wide spectrum of matters affecting public company disclosures - including, for example, the JOBS Act; the Dodd-Frank Act mandated rulemaking by the SEC (in particular executive compensation, compensation committees and advisers, conflict minerals and government payments by companies in resource extractive industries); domestic and international economic, political and regulatory uncertainties and developments; and cybersecurity, weather trends, and the continuing convergence towards a global accounting standard. Ethics and whistleblower developments impose even further challenges on both in-house and outside counsel. Our faculty will discuss key areas of staff comment, staff review priorities and interpretations, disclosure drivers and best practices, and “must know” accounting developments affecting financial disclosures documents.
Lecture Topics [Total time 12:56:05]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Corporation Finance Developments and Priorities [00:54:08]
Abigail Arms, Mary J. Mullany, Amanda Ravitz, Todd J. Russo
- Disclosure Developments and Challenges [00:59:53]
Amanda Ravitz, Sandra L. Flow, Keir D. Gumbs, Mneesha Ohri Nahata, Christoph A. Pereira, Todd J. Russo
- Emerging Growth Companies [01:17:08]
Mary J. Mullany, Amanda Ravitz, Sandra L. Flow, Keir D. Gumbs
- Accounting and Financial Reporting Developments and Priorities [01:14:50]
Abigail Arms, Todd J. Russo, Sandra L. Flow, Amy J. Dorfmeister, Amanda Ravitz
- Insider Trading, FCPA and Securities Offerings Developments [01:02:02]
Abigail Arms, Joan E. McKown, Mary J. Mullany, Keir D. Gumbs, Deborah C. Lofton, Amanda Ravitz
- Ethics: Developments and Challenges [00:57:53]
Abigail Arms, Joan E. McKown
- Say-on-Pay - The 2012 Experience and Preparing for 2013 [00:59:50]
Deborah C. Lofton, Mary J. Mullany, Christoph A. Pereira, Amanda Ravitz, Stephen L. Brown
- Developments and Best Practices in Executive Compensation [01:13:09]
Deborah C. Lofton, Mary J. Mullany, Christoph A. Pereira, Melissa L. Burek, Keir D. Gumbs, Doreen E. Lilienfeld
- Annual Reporting Practices and Shareholder Meeting [01:00:47]
Deborah C. Lofton, Mary J. Mullany, Christoph A. Pereira, Ronald O. Mueller
- Corporate Governance and Shareholder Proposals [01:19:35]
Christoph A. Pereira, Marc H. Folladori, Richard H. Grubaugh, Stephen L. Brown
- Solicitation Issues [00:57:34]
Deborah C. Lofton, Ronald O. Mueller, Richard H. Grubaugh, Gary Hewitt
- Case Study [00:59:16]
Deborah C. Lofton, Mary J. Mullany, Melissa L. Burek, Doreen E. Lilienfeld, Ronald O. Mueller, Richard H. Grubaugh, Gary Hewitt
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- Dodd-Frank Wall Street Reform and Consumer Protection Act--U.S. Securities and Exchange Commission Rulemaking
Mary J. Mullany
- The JOBS Act--Will It Kick Start Employment Growth?
Mary J. Mullany
- One Step Closer to Internet Advertisements for Private Offerings
William L. Tolbert, Jr.
- Selected Compliance & Disclosure Interpretations Related to Regulation S-K
Todd J. Russo
- Conflict Minerals Reporting: A Step-By-Step Guide to the SEC's Rules
William L. Tolbert, Jr.
- Management's Discussion and Analysis and Other Financial Information
Abigail Arms
- Living with Regulation FD
Abigail Arms
- Dodd-Frank Update: SEC Adopts Rules on Compensation Committee Independence and Compensation Advisers
Keir D. Gumbs
- Political Spending Shareholder Activism in 2012 and Beyond
Keir D. Gumbs
- SEC Guidance on Disclosure Related to Cybersecurity
Keir D. Gumbs
- SEC Adopts Conflict Minerals Rule
Keir D. Gumbs
- SEC Adopts Resource Extraction Payment Rules
Keir D. Gumbs
- SEC Proposes to Permit Public Communications in Private Placement Rules
Keir D. Gumbs
- The Jumpstart Our Business Startups Act
Mary J. Mullany
- Comparison of Annual Disclosure Obligations for Emerging Growth Companies, Smaller Reporting Companies and Traditional Reporting Companies
Lawrence D. Levin
- The Jumpstart Our Business Startups Act Reforms the Securities Offering Framework
Abigail Arms
- PCAOB Adopts New Audit Standard on Communications with Audit Committees
Ronald O. Mueller
- Insider Trading and SEC Rule 10B5-1(c) Trading Plans
Mary J. Mullany
- The JOBS Act: New Rules for Emerging Growth Companies, Private Placements and "Crowdfunding"
Keir D. Gumbs
- Insider Trading Enforcement: The SEC's Focus on Corporate Insiders
Joan E. McKown
- Dodd-Frank Act--Say-On-Pay
Mary J. Mullany
- 2012 "Failed" Say on Pay Votes
Edward A. Hauder
- ISS Releases Technical Document With Pay-for-Performance Methodology for 2012
Edward A. Hauder
- SEC Advises on Proxy Card Presentation of Say-On-Pay Vote
Laura D. Richman
- Executive Compensation Disclosure for the 2013 Proxy Season
Mary J. Mullany
- SEC Issues Final Rules on Independence of Compensation Committees and Their Advisers
Edward A. Hauder
- ISS Issues Final 2012 Policies
Edward A. Hauder
- SEC Adopts Compensation Committee Listing Standards and Compensation Consultant Disclosure Rules
Laura D. Richman
- Annual Report on Form 10-K, Proxy Statement and Annual Report to Shareholders
Mary J. Mullany
- Directors' and Officers' Questionnaire
Mary J. Mullany
- 2012 Annual Reporting; May 2013 Annual Meeting Proposed Timeline
Mary J. Mullany
- NYSE Limits Broker Discretionary Voting on Corporate Governance Proposals
Laura D. Richman
- Preparing for the 2012 Proxy and Annual Reporting Season
Laura D. Richman
- Shareholder Proposals
Marc H. Folladori
- SEC Staff Guidance on Shareholder Proposals During 2012 Proxy Season
Ronald O. Mueller
- Shareholder Communications and Solicitations
Mary J. Mullany
- What Are the Latest Trends in Governance Practices?
Abigail Arms, Mary J. Mullany
- How Has Compensation Governance Evolved?
Abigail Arms, Mary J. Mullany
- 2012 Accounting and Auditing Update
Christopher L. Bruner
- Index to Annual Disclosure Documents 2012: Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments
Presentation Material
- Disclosure Developments and Challenges
Amanda Ravitz, Sandra L. Flow, Keir D. Gumbs, Mneesha Ohri Nahata, Christoph A. Pereira, Todd J. Russo
- Emerging Growth Companies - Practical Overview and Recent Developments
Mary J. Mullany, Keir D. Gumbs
- 2012 SEC and Financial Reporting Update
Abigail Arms
- Executive Compensation Trends – PLI Annual Disclosure Documents
Melissa L. Burek
- Developments and Best Practices in Executive Compensation
Doreen E. Lilienfeld
- 2012 Shareholder Proposal Review
Richard H. Grubaugh
- Case Study
Doreen E. Lilienfeld
Co-Chair(s)
Speaker(s)
Stephen L. Brown ~ Senior Director of Corporate Governance & Associate General Counsel, TIAA-CREF
Deborah C. Lofton ~ Vice President, General Counsel and Secretary, Qlik Technologies, Inc.
Amanda Ravitz ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Todd J. Russo ~ Vice President, General Counsel & Secretary, Buckeye Partners, L.P.
PLI makes every effort to accredit its On-Demand Web Programs and Segments. Please check the CLE Calculator above for CLE information specific to your state.
On-Demand Web Programs and Segments are approved in:
Alabama1, Alaska, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois , Iowa2*, Kansas, Kentucky*, Louisiana, Maine*, Mississippi, Missouri3, Montana, Nebraska, Nevada, New Hampshire4, New Jersey, New Mexico5, New York6, North Carolina7, North Dakota, Ohio8, Oklahoma9, Oregon*, Pennsylvania10, Rhode Island11, South Carolina, Tennessee12, Texas, Utah, Vermont, Virginia13, Washington, West Virginia, Wisconsin14 and Wyoming*.
Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.
Minnesota approves live webcasts ONLY
Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.
*PLI will apply for credit upon request. Louisiana and New Hampshire: PLI will apply for credit upon request for audio-only on-demand web programs.
1Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.
2Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.
3Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.
4New Hamphsire: The approval is for three years from recorded date.
5New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.
6New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
7North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.
8Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
9Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.
10Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.
11Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.
12Tennessee: The approval is for the calendar year in which the live program was presented.
13Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
14Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, call Customer Service (800) 260-4PLI (4754) or e-mail info@pli.edu.