Why you should attend
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 provides 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.” Panelists will provide practical guidance on how securities lawyers can address issues that arise under those laws in the contexts of public and private offerings, SEC reporting, mergers and acquisitions, and other corporate transactions.
What you will learn
- Overview of the integrated disclosure system and the regulatory scheme as a whole, including annual reporting obligations and common triggers of the “duty to disclose”
- Registering securities under the Securities Act and exemptions from registration, including recent and proposed changes resulting from the JOBS Act
- Registration and reporting under the Exchange Act and how the JOBS Act changes that
- Regulation of proxy solicitations, including recent rule changes and scaled executive compensation disclosure for “emerging growth companies”
- Securities issues confronting corporate “insiders,” including Section 16 reporting and liability, and guidance regarding 10b5-1 trading plans
- Liability for securities law violations, including insider trading
- Derivatives and structured products - the basics
- Securities law issues triggered by M&A and other corporate transactions
- Other public company disclosure issues
Special Feature
Earn up to one full hour of Ethics credit
Who should attend
Attorneys with the need to expand their knowledge and keep up with all aspects of securities laws, including senior in-house attorneys, attorneys with expertise in other fields and all attorneys interested in understanding securities laws and the latest best practices. Additionally, this course may be suitable for other corporate, litigation and business law attorneys who handle cases in which 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.
Day One: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Program Introduction: Opening Remarks
N. Adele Hogan
9:15 Introduction to Securities Laws
- Sources of securities law
- How to approach securities law
- Securities Act of 1933
- Securities Exchange Act of 1934
- Integrated disclosure system
- New rules for “emerging growth companies”
- What is a “security”?
- What is an “offer,” a “sale,” and a “prospectus”?
- Who is an “underwriter”?
N. Adele Hogan, Kenneth L. Josselyn
10:45 Networking Break
11:00 Registering Securities Under the Securities Act of 1933
- Advantages/disadvantages of “going public” and the alternatives
- Section 5 and the communication rules – effect of the JOBS Act
- Regulation S-K and Regulation S-X
- The mechanics of securities registration
- The confidential review process for “emerging growth companies”
- Electronic offerings and road shows
- Due diligence
- Shelf registration
N. Adele Hogan, James Lopez
12:30 Lunch Break
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30 Reporting Under the Securities Exchange Act of 1934
- Triggers for Exchange Act reporting obligations – effect of the JOBS Act
- Mechanics of Exchange Act registration
- Forms 10-K, 10-Q and 8-K
- “Conflict minerals” and resource extraction payment disclosure
- Disclosure of “Iran-related” activities
Richard F. Langan, Raymond Y. Lin
2:30 Disclosure Basics and Current Hot Topics
- The duty to disclose
- Materiality
- Contingent events
- SAB 99
- Regulation FD and dealing with analysts
- Stock exchange disclosure requirements
- Rumors and leaks
- Loss contingencies
- Projections/safe harbor for forward-looking statements
- Disclosure on the Internet/company websites
- Financial reporting developments
- Current developments in securities law, including the status of Commission rulemaking under the Dodd-Frank and JOBS Acts
Robert Evans III
3:30 Networking Break
3:45 Securities Act Exemptions/Private Placements
- Exempt securities versus exempt transactions
- Regulation D offerings and recent and proposed changes, including removing the ban on general solicitation in Rule 506 offerings
- The new “crowdfunding” exemption and related filings
- Intrastate offerings
- The new Regulation “A+” exemption
- Rule 144A high yield and other offerings and the proposed removal of the ban on general solicitation in Rule 506 offerings
- Regulation S offerings to “non-U.S. persons” – effects of proposed changes to Rules 144A and 506
Anna T. Pinedo
5:00 Adjourn
Day Two: 9:00 a.m. - 5:15 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 “Insiders” and “Affiliates” – Reporting and Resales
- Section 16 reporting and “short-swing” trading liability
- Schedules 13D and 13G
- Related party transactions and disclosure
- Implications of delinquent filings and minimizing their impact
- Resale limitations and affiliate and control securities under Rule 144
- Rule 10b5-1 trading plans, including recent scrutiny into potential abuse
Julie M. Allen, Francis C. Marinelli
10:00 Regulation of Proxy Solicitations
- Regulatory scheme
- Annual reports
- Executive compensation disclosure, including scaled disclosure for “emerging growth companies”
- Compensation committee and adviser requirements and disclosure driven by recent exchange listing requirements
- Shareholder proposals and how to handle them, including lessons from the recent Apple decision
- Proxy contests
- Recent trends in litigation relative to compensation disclosures
David K. Boston, Linda E. Rappaport
11:15 Networking Break
11:30 Ethics and Professionalism in Securities Law
- Lawyers as targets – special issues facing securities lawyers
- SEC investigations
- Foreign Corrupt Practices Act (“FCPA”)
- Attorney reporting responsibility
- Practical guidance for addressing difficult ethical issues
N. Adele Hogan
12:30 Lunch Break
Afternoon Session: 1:30 p.m. - 5:15 p.m.
1:30 Liability for Securities Law Violations
- Securities Act
- Sections 11, 12, 15 and 17
- Effect of the JOBS Act
- Indemnification and contribution
- Exchange Act
- Section 10 and Rule 10b-5
- Insider trading and selective disclosure
- “Controlling person” liability
- Evaluating litigation risk, settlement strategy and mediation
- Commission enforcement actions
- Criminal liability
Douglas Koff, Meredith E. Kotler, Mark E. Segall
3:00 Networking Break
3:15 Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions
- How the federal securities laws are triggered
- Cash vs. stock consideration
- Mergers
- Third-party tender offers
- Issuer tender offers and going private transactions
Dennis J. Block, Trevor S. Norwitz, Ann Beth Stebbins
4:15 Inside Counsels’ Perspective on Securities Law Issues
- Inside counsels’ role in the disclosure process – interacting with other members of management
- Interacting with outside counsel
- Addressing SEC comments
- Dealing with shareholder proposals and executive compensation matters
- Practical advice on current deal and securities law issues, developments and trends
- Concerns about cybersecurity and how companies are dealing with them
Kenneth L. Josselyn, Andrew Siegel, Darla C. Stuckey
5:15 Adjourn
Chairperson(s)
Speaker(s)
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
Program Attorney(s)
New York City Seminar Location
PLI New York Center, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. You can also
make reservations online to access PLI's rates.