Whether you are new to the field or seeking a quick refresher or an update, this is a securities law primer that you won’t want to miss. This program will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners and key SEC representatives. Emphasis will be placed on the interplay among the Securities Act of 1933 and the Securities Exchange Act of 1934 and related SEC regulations; how those laws were affected by the Sarbanes-Oxley Act, the Dodd-Frank Act, and the controversial Jumpstart Our Business Startups (“JOBS”) Act, which created the concept of “emerging growth companies”; and on how securities lawyers can solve practical problems that arise under those laws in the contexts of public and private offerings, SEC reporting, mergers and acquisitions, and other common corporate transactions.
Lecture Topics [Total time 13:10:37]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Program Introduction: Opening Remarks* [00:03:20]
N. Adele Hogan
- Introduction to Securities Laws [01:37:20]
Kenneth L. Josselyn, N. Adele Hogan
- Registering Securities Under the Securities Act of 1933 [01:30:13]
James Lopez, N. Adele Hogan
- Reporting Under the Securities Exchange Act of 1934 [01:00:33]
Richard F. Langan, Jr., Raymond Y. Lin, Christopher C. Paci
- Disclosure Basics [01:00:50]
Robert Evans III
- Securities Act Exemptions/Private Placements [01:16:04]
Anna T. Pinedo
- Insiders and Affiliates - Reporting and Resales [00:59:13]
Francis C. Marinelli, Rosa A. Testani
- Registration of Proxy Solicitations [01:15:35]
David K. Boston, Linda E. Rappaport, Robert B Lamm
- Ethics and Professionalism in Securities Law [00:59:25]
Iris Chiu, Laurence S. Moy
- Liability for Securities Law Violations [01:27:15]
Douglas Koff, Meredith E. Kotler, Bryan J. Rose
- Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions [00:59:59]
Dennis J. Block, Trevor S. Norwitz, Ann Beth Stebbins
- Inside Counsels' Perspective on Securities Law Issues [01:00:50]
Andrew Siegel, Kenneth L. Josselyn, Darla C. Stuckey
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- Chapter 1: Approaching Securities Law, Practising Law Institute, Soderquist on the Securities Laws, 5th Edition
Gary M. Brown
- Chapter 3: Regulatory Framework of Securities Act Registration, Practising Law Institute, Soderquist on the Securities Laws, 5th Edition
Gary M. Brown
- Chapter 5: Reach of Securities Act Regulation, Practising Law Institute, Soderquist on the Securities Laws, 5th Edition
Gary M. Brown
- Effects of the "JOBS" Act
Gary M. Brown
- Chapter 9: Registration and Periodic Reporting Under the Exchange Act, Practising Law Institute, Soderquist on the Securities Laws, 5th Edition
Gary M. Brown
- Registering Securities Under the Securities Act of 1933
R. Cabell Morris, Jr.
- Periodic and Other Reporting Obligations Under the Securities Exchange Act of 1934
Richard F. Langan, Jr., Christopher C. Paci, Raymond Y. Lin
- Congress Liberalizes Securities Offering Regulation, Sidley Austin LLP
Gary D. Gerstman
- Disclosure Basics
Robert Evans III, Pamela M Gibson
- Is Nothing Private Anymore?
Anna T. Pinedo, James R. Tanenbaum
- SEC Adopts New FINRA Rule 5123 on Private Placements
Anna T. Pinedo
- Frequently Asked Questions About PIPEs
Anna T. Pinedo, James R. Tanenbaum
- "Insiders" and "Affiliates"--Reporting and Resales
Francis C. Marinelli
- Executive and Director Compensation Disclosure
Linda E. Rappaport
- Regulation of Proxy Solicitation
David K. Boston
- Whistleblower Claims Under the Sarbanes-Oxley Act of 2002
Laurence S. Moy
- Liability for Securities Law Violations
Douglas Koff
- Understanding the Basics of Private Securities Litigation Claims Under Section 11 and 10(B)
Tracy A. Nichols
- Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions
Dennis J. Block
- U.S. Securities and Exchange Commission: SEC Enforcement Actions: FCPA Cases
N. Adele Hogan
- SEC Office of Investor Education and Advocacy: Investor Bulletin: The Foreign Corrupt Practices Act--Prohibition of the Payment of Bribes to Foreign Officials
N. Adele Hogan
- SEC's Charges Against Noble Execs--A Noble Pursuit?
N. Adele Hogan
- U.S. Securities and Exchange Commission: Jumpstart Our Business Startups Act Frequently Asked Questions: Confidential Submission Process for Emerging Growth Companies
N. Adele Hogan
- U.S. Securities and Exchange Commission: SEC Enforcement Actions Insider Trading Cases
N. Adele Hogan
- Introduction to Securities Law (PowerPoint Slides)
Gary M. Brown
- Understanding the Securities Laws (PowerPoint Slides)
Gary D. Gerstman
- "Plain English" for SEC Reporting (PowerPoint Slides)
Irma Villarreal
- Index to Understanding the Securities Laws 2012
Presentation Material
- Introduction to the U.S. Securities Laws
Kenneth L. Josselyn
- The Integrated Disclosure System, Registration and Periodic Reports under the Securities Exchange Act of 1934
Richard F. Langan, Jr., Raymond Y. Lin, Christopher C. Paci
- Securities Act Exemptions/Private Placements December 2012
Julie M. Allen, Anna T. Pinedo
- “Insiders” and “Affiliates” – Reporting and Resales
- Regulation of Proxy Solicitation
David K. Boston
- Executive and Director Compensation Disclosure
Linda E. Rappaport
- Liability for Securities Law Violations
Douglas Koff, Meredith E. Kotler, Bryan J. Rose
- Securities Law Aspects of Mergers and Acquisitions
Dennis J. Block, Trevor S. Norwitz, Ann Beth Stebbins
Co-Chair(s)
Speaker(s)
Iris Chiu ~ Executive Director, Morgan Stanley
Kenneth L. Josselyn ~ Managing Director, General Counsel-Finance & Corporate, Goldman, Sachs & Co.
James Lopez ~ Legal Branch Chief, Disclosure Operations, Division of Corporation Finance, U.S. Securities and Exchange Commission
Andrew Siegel ~ Partner and General Counsel, Perella Weinberg Partners
Darla C. Stuckey ~ Vice President & Assistant Secretary, Society of Corporate Secretaries & Governance Professionals
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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.