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 will provide 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”; and on how securities lawyers can solve practical problems that arise under those laws in the contexts of public and private offerings, SEC reporting, mergers and acquisitions, and other common 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
- Reporting under the Exchange Act on Forms 10-K, 10-Q and 8-K, 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 common 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.
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
- What is a “security”?
- What is an “offer,” A “sale”? A “prospectus”?
- Who is an “underwriter”?
Kenneth L. Josselyn, Thomas W. Yang
10:45 Networking Break
11:00 Registering Securities Under the Securities Act of 1933 and Disclosure Basics
- Advantages/disadvantages of “going public” and the alternatives
- Section 5 and the communication rules
- Regulation FD and dealing with securities analysts
- Regulation S-K and Regulation S-X
- The mechanics of securities registration
- Electronic offerings and road shows
- Due diligence and disclosure basics
- Shelf registrations
Karen J. Garnett, N. Adele Hogan
12:30 Lunch
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30 Securities Act Exemptions/Private Placements
- Exempt securities versus exempt transactions
- Regulation D and Regulation A offerings and proposed changes
- Intrastate offerings
- Rule 701
- Stock option grants and related issues
- Rule 144A high yield and other offerings
- Regulation S offerings to "non-U.S. persons"
Stephen P. Farrell, Richard D. Smith, Lawrence G. Wee
2:30 Reporting Under the Exchange Act
- Triggers for Exchange Act reporting obligations
- Forms 8-K, 10-Q and 10-K
- Reporting requirements of third parties, including schedule 13Ds
- Duty to disclose
- XBRL coding of SEC filings
Donna Dabney, Eileen McCarthy, Andrew J. Pitts, Ann Robertson
3:30 Networking Break
3:45 Liability for Securities Law Violations and Exam Priorities
- Securities Act
- Sections 11, 12, 15 and 17
- Indemnification and contribution
- Exchange Act
- Section 10 and Rule 10b-5
- Insider trading and selective disclosure
- “Controlling person” liability
- The latest on “aiding and abetting”
- Considerations if you are facing an SEC regulatory exam
Larry Byrne, Ken C. Joseph, Douglas Koff, Marc D. Powers
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
"Insiders" and "Affiliates" - Reporting and Resales
- Section 16 reporting and “short-swing” trading liability
- Schedules 13D and 13G
- Related party transactions
- Implications of delinquent filings and minimizing their impact
- Resale limitations and affiliate and control securities under Rule 144
- Planned sales under 10b5-1 plans
Richard F. Langan, Jr., Francis C. Marinelli, Rosa A. Testani
10:00
Regulation of Proxy Solicitations
- Regulatory scheme
- Annual reports
- Executive compensation disclosure
- Governance disclosure
- Security holder proposals and how to handle them
- Proxy contests
- Recent and proposed proxy rule changes
David K. Boston, Linda E. Rappaport, Robert B. Lamm
11:15
Networking Break
11:30
Technology and Social Media Developments - Evolving Ethics and Professionalism Requirements
- Cybersecurity, cloud computing and social media ethics
- Foreign Corrupt Practices Act (“FCPA”) considerations
- Attorney reporting responsibility
- Practical guidance for addressing difficult ethical issues
Mark A. Egert, N. Adele Hogan
12:30
Lunch
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30
Derivatives, Structured Notes and Other Alternatives to Traditional Securities Offerings
- Derivatives transactions related to securities
- Structured notes and medium-term note programs
- Spin-offs, carve outs and reverse mergers to go public
- PIPES – private investments in public equity
- Registered direct offerings and block trades
- DRIPs – dividend reinvestment plans
- Registration rights agreements
Adam Fleisher, Kenneth L. Josselyn, Tracy L.H. Oley
2:30
Networking Break
2:45
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, John A. Marzulli, Jr.
4:00
Inside Counsels’ Perspective on Securities Law Issues
- Inside counsels’ role in the disclosure process – interacting with other members of management
- Addressing SEC comments
- Dealing with shareholder proposals and executive compensation matters
- Practical advice on current deal and securities law trends
- Interacting with outside counsel
Andrew Siegel, Kenneth Josselyn, Darla C. Stuckey
5:00
Adjourn
Chairperson(s)
Speaker(s)
Donna Dabney ~ Executive Director of the Governance Center, The Conference Board, Inc.
Harold B. Dichter ~ Senior Vice President and Associate General Counsel, Aramark Corporation
Shelley J. Dropkin ~ Managing Director, Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup Inc.
Mark A. Egert ~ Chief Compliance Officer, Brown Brothers Harriman & Co.
Karen Garnett ~ Associate Director, Disclosure Operations, United States Securities and Exchange Commission, Division of Corporate Finance
Jonathan M. Gottsegen ~ Senior Vice President, General Counsel & Corporate Secretary, United Rentals, Inc.
Ken C. Joseph ~ Associate Regional Director, Investment Management, New York Regional Office, U.S. Securities and Exchange Commission
Kenneth L. Josselyn ~ Managing Director, General Counsel-Finance & Corporate, Goldman, Sachs & Co.
Ann Robertson ~ Vice President, Associate General Counsel and Corporate Secretary, Saks Incorporated
Andrew Siegel ~ Partner and General Counsel, Perella Weinberg Partners
Thomas W. Yang ~ Managing Director & Associate General Counsel, Bank of America Merrill Lynch
Program Attorney(s)
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com.