Seminar  Seminar

Understanding the Securities Laws 2013


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 provides 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.” Panelists will provide practical guidance on how securities lawyers can address issues that arise under those laws in the contexts of public and private offerings, SEC reporting, mergers and acquisitions, and other 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
  • Registration and reporting under the Exchange Act 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 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” and 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- effect of the JOBS Act
  • Regulation FD and dealing with securities analysts
  • Regulation S-K and Regulation S-X
  • Due diligence and disclosure basics
  • The mechanics of securities registration
  • The confidential review process for “emerging growth companies”
  • Electronic offerings and road shows
  • Developments with stock exchanges and trading
  • SEC developments

Karen J. Garnett, N. Adele Hogan, David Weild IV

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 changes, resulting from the JOBS Act
  • Crowd funding exemptions and related filings
  • Rule 701
  • Stock option grants and related issues
  • Rule 144A high yield and other offerings
  • Regulation S offerings to "non-U.S. persons"

Adam Fleisher, Lawrence G. Wee

2:30 Reporting Under the Exchange Act

  • Triggers for Exchange Act reporting obligations-effect of the JOBS Act
  • 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, Richard F. Langan Jr., Eileen McCarthy, Andrew J. Pitts

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

Mary Gail Gearns, Douglas Koff

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” – Section 16, Resales and Other Securities Law

  • Section 16 reporting and liability – short-swing profit rules
  • Schedules 13D, 13G and 13F
  • Tracking 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, William A. Newman, James Odell

10:00 Regulation of Proxy Solicitations

  • Regulatory scheme
  • Annual reports
  • Executive compensation disclosure, including scaled disclosure for “emerging growth companies”
  • Governance disclosure
  • Security holder proposals and how to handle them
  • Proxy contests
  • Recent and proposed proxy rule changes, including those resulting from the JOBS Act

David K. Boston, Shelley J. Dropkin, Linda E. Rappaport

11:15 Networking Break

11:30 Evolving Ethics and Professionalism Requirements

  • Labor and employment issues
  • Cybersecurity, cloud computing and social media ethics
  • Foreign Corrupt Practices Act (“FCPA”) considerations
  • Compliance and legal – different ways to draw the lines
  • Attorney reporting responsibilities
  • Practical guidance for addressing difficult ethical issues

N. Adele Hogan, Brian Korn, Paul Salvatore

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, including new reporting and clearing obligations
  • 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, Anna T. Pinedo

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

Andrea Lowenthal, Andrew Siegel

5:00 Adjourn

Chairperson(s)
N. Adele Hogan ~ Hogan Law Associates PLLC
Speaker(s)
Dennis J. Block ~ Greenberg Traurig, LLP
David K. Boston ~ Willkie Farr & Gallagher LLP
Donna Dabney ~ Executive Director of the Governance Center, The Conference Board, Inc.
Shelley J. Dropkin ~ Managing Director, Deputy Corporate Secretary and General Counsel, Corporate Governance, Citigroup Inc.
Adam Fleisher ~ Cleary Gottlieb Steen & Hamilton LLP
Karen J. Garnett ~ Associate Director, Disclosure Operations, United States Securities and Exchange Commission, Division of Corporate Finance
Mary Gail Gearns ~ Bingham McCutchen LLP
Kenneth L. Josselyn ~ Managing Director, General Counsel-Finance & Corporate, Goldman, Sachs & Co.
Douglas Koff ~ Paul Hastings LLP
Brian Korn ~ Pepper Hamilton LLP
Richard F. Langan, Jr. ~ Nixon Peabody LLP
Andrea Lowenthal ~ Senior Attorney, Australia and New Zealand Banking Group
Francis C. Marinelli ~ Simpson Thacher & Bartlett LLP
John A. Marzulli, Jr. ~ Shearman & Sterling LLP
Eileen McCarthy ~ Director, Corporate Counsel, JetBlue Airways Corporation
William A. Newman ~ Barton LLP
James Odell ~ Former General Counsel of UBS Investment Bank and Citi Investment Bank
Anna T. Pinedo ~ Morrison & Foerster LLP
Andrew J. Pitts ~ Cravath, Swaine & Moore LLP
Linda E. Rappaport ~ Shearman & Sterling LLP
Paul Salvatore ~ Partner, Proskauer Rose LLP
Andrew Siegel ~ Partner and General Counsel, Perella Weinberg Partners
Lawrence G. Wee ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
David Weild IV ~ Founder & Chairman, Weild & Co.
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 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: res.ny@warwickhotels.com

Sheraton New York Times Square Hotel, 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.

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Item# 43164
Location:  New York, NY
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Seminar attendance includes course handbook and associated course materials. A downloadable course handbook will also be available several days prior to the program start for your review.