This is a webcast of the live New York session.
Why you should attend
This course will provide a solid understanding of the legal framework for securities offerings under the Securities Act of 1933. Topics covered include the basics, such as definitions and regulations of “offers” and “sales” of “securities” and the distinctions between public and private offerings, including the need to register public offerings (and how that is done) and basic exemptions from registration. It will also cover important and ever-evolving topics, such as “working effectively with the SEC,” the current SEC agenda affecting the registration process, including current approaches to disclosure, publicity restrictions and the evolution of the JOBS Act. The course will also cover the critical financial information that forms the backbone of disclosures in securities offerings, including: annual and interim financial statements, management’s discussion & analysis, the SEC’s rules concerning disclosure of so-called “non-GAAP financial measures” and other developments in disclosure documents.
What you will learn
This program simulates a public offering from start to finish: from an introduction to fundamental securities law concepts along with a focus on how the law translates into the mechanics of doing a public offering, to working with the SEC and applicable stock exchange, to the closing dinner. The “how to do it” approach includes the preparation of registration statements, the SEC review and comment process, stock exchange listing and pricing mechanics. Throughout the day, the course will focus on current “hot topics” impacting the offering process.
Who should attend
This program is intended for counsel to issuers and underwriters and other attorneys whose practice involves public securities offerings and Rule 144A offerings.
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 email@example.com or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at firstname.lastname@example.org for more details.
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.
Morning Session: 9:00 a.m. - 1:00 p.m. (E.D.T.)
9:00 Introduction to the Law of Securities Offerings
- Understand the legal framework for securities offerings under the Securities Act, including definitions and regulations of “offers” and “sales” of “securities”
- Understand the different types of issuers recognized under the Securities Act for public offerings and how issuer status plays out under the Securities Act
D. Scott Bennett, LizabethAnn R. Eisen, Robert Evans III
10:00 Working Effectively with the SEC: Preparing Your Registration Statement
- Preparation of the registration statement
- Discussion of registration process, including SEC review and comment process (including the public posting of those comments and processes for requesting confidential treatment of materials sent to the SEC)
- Substantive disclosure and other problem areas relevant to securities offerings
- Discussion of current SEC areas of focus and impact on the registration process
D. Scott Bennett, LizabethAnn R. Eisen, Joseph H. Kaufman, Pamela A. Long
11:45 Networking Break
12:00 Important Financial Statements and Accounting Disclosures
- Discussion of the critical financial information that forms the backbone of disclosures in securities offerings, including annual financial statements, interim financial statements, management’s discussion & analysis and pro formas
- Substantive financial disclosure and accounting problem areas relevant to securities offerings
- Discussion of rules on use of non-GAAP measures such as EBITDA
D. Scott Bennett, LizabethAnn R. Eisen, Randol Justice, Joseph H. Kaufman
1:00 Lunch Break
Afternoon Session: 2:00 p.m. - 5:00 p.m. (E.D.T.)
2:00 Preparation of Key Securities Offering Documentation
- Preparation of the Underwriting Agreement, including an analysis of the key provisions
- Behind the scenes: the agreement among underwriters - what is it and how does it work?
- Working with FINRA, including obtaining a “no objections” letter in a timely manner
- NYSE/NASDAQ listing mechanics
David K. Boston, LizabethAnn R. Eisen
3:00 Networking Break
3:15 Ethics, Due Diligence and the Offering Process
- Liability provisions and remedies under the Securities Act
- Importance of ethics in due diligence in the offering process, including comfort letters, 10b-5 statements and in-house counsel considerations
- Role of participants in the offering process, including avoiding ethical pitfalls
- Ethical issues in the underwriting process: Lawyers as gatekeepers
David K. Boston, LizabethAnn R. Eisen, Robert Evans III, John B. Meade, Debbie Weintraub
5:00 Program Adjourns
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, Indiana1
, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York2
, Oklahoma, Oregon*, Pennsylvania4
, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia5
, 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.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.
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.
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: email@example.com.
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.