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.
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.
Cancellations
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.
Day One: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Introduction and Opening Remarks
Steven V. Bernard
9:15 Overview of the Federal Securities Laws
- Securities Act of 1933 and related forms
- Securities Exchange Act of 1934 and related forms
- Integrated disclosure system
- Regulation S-K – summary of line item disclosure
- Regulation S-X
Armando Castro, Ann Yvonne Walker
10:15 Filings Under the ’34 Act
- Registration, deregistration and filing “triggers” – effects of the JOBS Act
- Section 13 filing requirements
- Section 14 filing requirements
- Section 16 filing requirements
- Company versus third-party filings
Armando Castro, Ann Yvonne Walker
11:15 Networking Break
11:30 The Disclosure Cycle and Related Filings
A. The Duty to Disclose
- Disclosure beyond the line items: the sources of the duty to disclose
- Duty to update and duty to correct
- Missing guidance – breaking the bad news
B. Quarterly Earnings Cycle
- Earnings announcements and related filings; investor/analyst webcasts and providing “guidance”
- Regulations G and FD and their effects on filings
- Quarterly report on Form 10-Q
C. Form 10-K Disclosure Requirements
- Summary of contents
- Coordination with proxy materials
Steven V. Bernard
12:30 Lunch Break
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30 Current Report on Form 8-K
- Events triggering obligation to file
- Use of 8-K to satisfy other filing requirements
- “Furnished” vs. “filed” reports
- The “safe harbor”
- 8-K “traps” and the importance of corporate planning
Jackie Liu
2:30 MD&A and the Annual Report to Shareholders
- Relationship to financial statements and financial disclosure
- Current Commission focus on MD&A topics
- Enforcement actions
- Additional disclosure items for the annual report to shareholders
- MD&A drafting pointers
Steven V. Bernard, Brooks Stough
3:45 Networking Break
4:00 Proxy Statements
- Up-to-the-minute overview of rules
- Preliminary and definitive filings
- Shareholder proposal process
- Drafting CD&A and related compensation disclosures
Mark A. Borges
5:00 Adjourn
Day Two: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Deconstructing the Registration Statement; the Regulatory Process
- Form eligibility considerations (e.g., S-1, S-3)
- The drafting process and how to add value
- The confidential review process for “emerging growth companies”
- Making the initial filing
- Responding to SEC comments
- Confidential treatment requests
- Incorporation by reference
- Section 5 and the communication rules
- “Testing the waters”
- Electronic road shows
- Liability issues and considerations
- Risk disclosure
- Drafting risk factors
- PSLRA safe harbor rules
- “Bespeaks caution” doctrine
- Review procedures in the Division of Corporation Finance
- Brief overview of the division
- Processing ‘33 Act filings, including confidential submissions
- Current staff focus
William F. Alderman, Stephen E. Gillette, Celeste M. Murphy
11:00 Networking Break
11:15 Deconstructing the Registration Statement; the Regulatory Process (Continued)
William F. Alderman, Stephen E. Gillette, Celeste M. Murphy
12:30 Lunch Break
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30 Current Issues in Securities Practice
- Continuing implications of the Dodd-Frank and JOBS Acts
- Current and proposed SEC rulemaking
- Recent judicial developments
- Discussion among the panelists and the audience of current issues affecting securities practice in general and securities filings in particular
Bruce K. Dallas and Panel
2:45 Networking Break
3:00 Securities Filings in M&A Transactions
- ’33 Act issues – Form S-4, Rule 144 and resale registration rights
- Tender offers – Schedules TO, 14D-9 and proxy/information statements
- “Going private” transactions – Schedule 13E-3
- Disclosure of merger negotiations – basic principles
Michael S. Dorf
4:00 Ethical Dilemmas in Preparation and Review of SEC Filings
- Ethical considerations in SEC practice
- Lawyers as “gatekeepers” and targets
- The SEC’s “reporting up” rules
- 2(e) (now 102(e)) proceedings
- Experience under the Dodd-Frank whistleblower rules
Pamela Phillips
5:00 Adjourn
Chairperson(s)
Speaker(s)
Program Attorney(s)
PLI California Center, 685 Market Street, San Francisco, California 94105. (415) 498-2800
San Francisco Hotel Accommodations
The Palace Hotel, 2 New Montgomery Street, San Francisco, California 94105. Call (800) 917-7456 seven days a week from 6:00 am to 12:00 am (PDT) and mention you are attending this program at Practising Law Institute to receive the preferred rate. For online reservations, go to www.sfpalace.com/pli to receive the preferred rate.
Due to high demand we recommend reserving hotel rooms as early as possible.