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
- New rules for “emerging growth companies”
- What is a “security”?
- What is an “offer,” A “sale”? 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 new 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
- CEO/CFO certification and other Sarbanes-Oxley matters - new rules for “emerging growth companies”
- XBRL coding of SEC filings
Richard F. Langan, Raymond Y. Lin, Christopher C. Paci
2:30 Disclosure Basics
- 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
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 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”
Anna T. Pinedo
5:00
Adjourn
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
Francis C. Marinelli, Rosa A. Testani
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
David K. Boston, Robert B. Lamm, 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
Iris Chiu, Laurence S. Moy
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
Douglas Koff, Meredith E. Kotler, Bryan J. Rose
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 Josselyn, Andrew Siegel, Darla C. Stuckey
5:15
Adjourn
Co-Chair(s)
Speaker(s)
Iris Chiu ~ Executive Director, Morgan Stanley
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, 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
Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible.
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
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.
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Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.