This is a webcast of the live New York session.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.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
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.
All times are E.D.T.
Day One: 9:00 a.m. - 5:00 p.m. (E.D.T.)
Morning Session: 9:00 a.m. - 12:30 p.m. (E.D.T.)
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
Steven V. Bernard, N. Adele Hogan
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
Keir D. Gumbs
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. (E.D.T.)
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
Janet L. Fisher
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, Laura L. Delanoy
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. (E.D.T.)
Morning Session: 9:00 a.m. - 12:30 p.m. (E.D.T.)
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
Dietrich A. King, Michael Nordtvedt, Gregg L. Weiner
11:00 Networking Break
11:15 Deconstructing the Registration Statement; the Regulatory Process (Continued)
Dietrich A. King, Michael Nordtvedt, Gregg L. Weiner
12:30 Lunch Break
Afternoon Session: 1:30 p.m. - 5:00 p.m. (E.D.T.)
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
Steven V. Bernard 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
William J. Chudd
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
Charles F. Walker
5:00 Adjourn
Chairperson(s)
Speaker(s)
Dietrich A. King ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Program Attorney(s)
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.
*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video 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.
3Ohio: To confirm that the live webcast 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 biennial 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.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
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.
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, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
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.