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
: 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
Gary M. Brown, Mark D. Wood
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”? A “prospectus”?
- Who is an “underwriter”?
Gary M. Brown
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 new confidential review process for “emerging growth companies”
- Electronic offerings and road shows
- Due diligence
- Shelf registration
R. Cabell Morris, Jr.
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
- CEO/CFO certification and other Sarbanes-Oxley matters - new rules for “emerging growth companies”
- XBRL coding of SEC filings
Gary D. Gerstman
2:30 Disclosure Basics
- The duty to disclose
- 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
Mark D. Wood
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 those resulting from the JOBS Act
- The new “crowdfunding” exemption and related filings
- 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”
Jennifer Durham King
DAY TWO: 9:00 a.m. - 12:30 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
10:00 Regulation of Proxy Solicitations
- Regulatory scheme
- Annual reports
- Executive compensation disclosure, including scaled disclosure for “emerging growth companies”
- Governance disclosure
- Shareholder proposals and how to handle them
- Proxy contests
- Recent and proposed proxy rule changes, including those resulting from the JOBS Act
Theodore A. Peto
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
Michael J. Diver
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
- International issues
Tracy A. Nichols, John J. Sikora, Jr.
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
- Third-party tender offers
- Issuer tender offers and going private transactions
Kimberly A. deBeers
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
Mark J. Ohringer, Ram Padmanabhan, Robert N. Sacks, Irma Villarreal
Mark J. Ohringer
~ Global General Counsel and Corporate Secretary, Jones Lang LaSalle Incorporated
~ Vice President and Chief Counsel / Corporate, Aon Corporation
~ Executive Vice President and General Counsel, Standard Parking Inc
John J. Sikora, Jr.
~ Assistant Director, Chicago Regional Office, Asset Management Unit, U.S. Securities and Exchange Commission
~ Chief Securities Counsel and Assistant Corporate Secretary, Kraft Foods Inc.
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's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state 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.
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.