Why you should attend
This course tracks a public offering from the initial kickoff meeting to the closing dinner. The session has a practical focus on translating the law of securities offerings into the actual mechanics of starting and completing a public offering. The “how to do it” approach includes the preparation of registration statements, the SEC review and comment process, stock exchange listing and pricing mechanics. The course will also highlight “hot” topics in the current environment including two segments on the recently enacted Jumpstart Our Business Startups Act.
What you will learn
This course will provide a solid understanding of the legal framework for securities offerings under the Securities Act of 1933. Topics covered include the basics, such as definitions and regulations of “offers” and “sales” of “securities” and the distinctions between public and private offerings, including the need to register public offerings (and how that is done) and basic exemptions from registration. It will also cover important and ever-evolving topics, such as the current SEC agenda affecting the registration process, publicity restrictions and the evolution of the JOBS Act and information practices, including free writing prospectuses, and road shows, both live and electronic. The course will also cover the critical financial information that forms the backbone of disclosures in securities offerings, including: annual and interim financial statements, management’s discussion & analysis, the SEC’s rules concerning disclosure of so-called “non-GAAP financial measures” and other developments in disclosure documents.
Who should attend
This program is intended for counsel to issuers and underwriters and other attorneys whose practice involves public securities offerings and Rule 144A offerings.
Morning Session: 9:00 a.m. - 1:15 p.m.
9:00 Introduction to the Law of Securities Offerings
- Understanding the legal framework for securities offerings under the Securities Act, including definitions and regulations of “offers” and “sales” of “securities,” the different types of issuers recognized under the Securities Act for public offerings and how issuer status plays out under the Securities Act
- The "Quiet" Period, the "Waiting Period" and the "Post-Effective" Periods and the differences among them
- Publicity restrictions and information practices, including free writing prospectuses, road shows and the use of the Internet and electronic dissemination of information
LizabethAnn R. Eisen, Robert Evans III, Joseph H. Kaufman
10:00 Preparing Your Registration Statement, Negotiating the Underwriting Agreement and Offering Mechanics
- Preparation of the registration statement and the underwriting agreement
- Discussion of registration process, including SEC review and comment process (including the public posting of those comments and processes for requesting confidential treatment of materials sent to the SEC)
- NYSE/NASDAQ listing, FINRA filings
- Pricing day
David K. Boston, LizabethAnn R. Eisen, William V. Fogg, K. So Young Lee, Pamela A. Long
11:30 Networking Break
11:45 Due Diligence and the Offering Process
- Liability provisions and remedies under the Securities Act
- Importance of due diligence in the offering process, including comfort letters and 10b-5 statements
- Role of participants in the offering process
- Ethical issues in the underwriting process: Lawyers as gatekeepers
Sarah E. Beshar, LizabethAnn R. Eisen, Robert Evans III, William V. Fogg, William C. Fredericks, Joseph H. Kaufman, K. So Young Lee
1:15 Lunch Break
Afternoon Session: 2:15 p.m. - 5:00 p.m.
2:15 Important Financial Statements and Accounting Disclosures
- Discussion of the critical financial information that forms the backbone of disclosures in securities offerings, including annual financial statements, interim financial statements, management’s discussion & analysis and pro formas
- Substantive financial disclosure and accounting problem areas relevant to securities offerings
- Discussion of rules on use of non-GAAP measures such as EBITDA
LizabethAnn R. Eisen, Joseph H. Kaufman, Debbie O’Connell
3:45 Networking Break
4:00 Hot Topics
- Implementation and evolution of the JOBS Act, including confidential submissions of emerging growth companies
- Conflict minerals disclosure
- Other developments in the offering process
LizabethAnn R. Eisen, Robert Evans III, William V. Fogg, Joseph H. Kaufman
5:00 Program Adjourns
K. So Young Lee
~ Director and Assistant General Counsel, Bank of America Merrill Lynch
Pamela A. Long
~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
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 0495741. You can also make reservations
online 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: firstname.lastname@example.org
Sheraton New York Hotel & Towers
, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book online
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.