Why you should attend
This workshop will analyze in detail the principal forms and certain drafting issues and techniques used in 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. Recent legislation, including the controversial Jumpstart Our Business Startups (“JOBS”) Act and recent and proposed rule changes affecting disclosure obligations will be addressed as part of the topics covered.
What you will learn
- Overview of the disclosure cycle and the integrated disclosure system; Regulation S-K
- 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
- Securities Act Section 5 - the communication rules and related filings
- Broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process, as well as year-end timing and filing issues
- 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
- The JOBS Act and continuing issues in securities filings resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act
Special Features
- Earn one hour of Ethics credit
- Earn Skills credit
Who should attend
Practitioners interested in learning about and understanding filings made under the U.S. federal 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.
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
Gary M. Brown
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
- New rules for “emerging growth companies”
Gary M. Brown
10:15 Filings Under the ’34 Act
- Registration and filing “triggers” - Sections 12(b), 12(g) and 15(d) - effect of the JOBS Act
- Section 13 filing requirements
- Section 14 filing requirements
- Section 16 filing requirements
- Company vs. third party filings
Mark D. Wood
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; “outlook”; investor/analyst call
- Quarterly report on Form 10-Q
- Regulations G and FD and their effects on filings
C. Form 10-K Disclosure Requirements
- Summary of contents
- Coordination with proxy materials
Gerald T. Nowak
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”
Keir D. Gumbs
2:30 Networking Break
2:45 Proxy Statements
- Up-to-the-minute overview of rules
- Preliminary and definitive filings
- Shareholder proposal process
- Drafting CD&A and related compensation disclosures
- Scaled executive compensation disclosures for “emerging growth companies”
Mark A. Borges
3:45 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 exercise
James J. Junewicz
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 new confidential review process for “emerging growth companies”
- Making the initial filing
- Responding to SEC comments
- Confidential treatment requests
- Incorporation by reference
- “Experts” and consents
- Section 5 and the communication rules
- 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
- Current Staff focus
Cathy A. Birkeland, Jennifer Durham King, Thomas Kluck
11:00
Networking Break
11:15
Deconstructing the Registration Statement; the Regulatory Process (Continued)
Cathy A. Birkeland, Jennifer Durham King, Thomas Kluck
12:30
Lunch Break
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30
Current Issues in Securities Practice
- The JOBS Act and other recent legislative developments
- Recent judicial developments
- Review of recent and proposed SEC rule changes
- Continuing implications of Dodd-Frank
Gary M. Brown, Laura M. Holm, James J. Junewicz, Elizabeth (Libby) Clough Kitslaar, Thomas Kluck, Mark D. Wood
2:45 Networking Break
3:00 Securities Filings in M&A Transactions
- ’33 Act issues - Form S-4 and Rule 425
- Tender offers - Schedules TO and 14D-9
- “Going Private” transactions - Schedule 13E-3
- Exempt offerings in M&A transactions
- Regulation D and fairness hearings
Elizabeth Clough Kitslaar
4:00
Ethical Dilemmas in Preparation and Review of SEC Filings
- Ethical considerations in SEC practice
- Lawyers as “gatekeepers”
- The SEC’s “reporting up” rules
- 2(e) (now 102(e)) proceedings
- Implications of and experience under the 2010 whistleblower rules
Laura M. Holm
5:00
Adjourn
Chairperson(s)
Speaker(s)
Thomas Kluck ~ Legal Branch Chief, Division of Corporation Finance, U.S. Securities and Exchange Commission
Program Attorney(s)
Chicago Seminar Location
University of Chicago Gleacher Center, 450 N. Cityfront Plaza Drive, Chicago, Il 60611. (312) 464-8787.
Chicago Hotel Accommodations
Intercontinental Hotel Chicago, 505 North Michigan Avenue, Chicago, IL 60611. 800-628-2112. Please contact directly in order to receive the preferred rate. When calling, please mention PLI and the name of the program you are attending.
Sheraton Chicago Hotel & Towers, 301 E. North Water Street, Chicago, IL 60611. (312) 464-1000.
PLI programs qualify for credit in all states that require mandatory continuing legal education for attorneys. Please be sure to check with your state and the credit calculator to the right for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
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.
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.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.