12-Hour Program

See Credit Details Below

Overview

Why you should attend

This popular program will analyze in detail the principal forms used for filings with the SEC under the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), with particular emphasis on the mechanics of and timing for assembling particular filings. Each segment of the program will incorporate practical drafting and disclosure tips. Ethics credit and recent legislation and SEC rule changes affecting disclosure obligations, in particular those resulting from the JOBS Act, will be woven within the topics covered.

What you will learn

  • Overview of the disclosure cycle and the integrated disclosure system; Regulations S-K, S-X and M-A
  • Exchange Act registration and reporting, including Forms 10-K, 10-Q, 8-K and more
  • Securities Act registration statements, including discussion of eligibility, the drafting process, incorporation by reference, “experts,” consents, and “shelf” registration, as well as the new confidential filing process for “emerging growth companies”
  • Securities Act Section 5 – the communication rules and related filings and how those were and will continue to be affected by the JOBS Act
  • Broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process, and year-end timing and filing issues, including the “say-on-pay” rules, new exchange listing standards for compensation committee members, and compensation adviser disclosures
  • Securities filings used in mergers, acquisitions and other significant corporate transactions
  • Section 16 filings
  • Mechanics and implications of risk disclosures in both Securities Act and Exchange Act filings
  • Review procedures in the SEC’s Division of Corporation Finance
  • Current issues in securities filings resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act, including “conflict minerals” disclosure

Special Features

  • Earn one hour of Ethics credit

Who should attend

Practitioners interested in learning about and understanding the securities laws, as well as those who would like a review of the area. This course may also be suitable for other corporate, litigation and business law attorneys who handle cases where issues under the securities laws can arise.

Credit Details