Why you should attend
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 “working effectively with the SEC,” the current SEC agenda affecting the registration process, including current approaches to disclosure, publicity restrictions and the evolution of the JOBS Act. 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.
What you will learn
This program simulates a public offering from start to finish: from an introduction to fundamental securities law concepts along with a focus on how the law translates into the mechanics of doing a public offering, to working with the SEC and applicable stock exchange, to the closing dinner. The “how to do it” approach includes the preparation of registration statements, the SEC review and comment process, stock exchange listing and pricing mechanics. Throughout the day, the course will focus on current “hot topics” impacting the offering process.
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. - 1:00 p.m.
9:00 Introduction to the Law of Securities Offerings
- Understand the legal framework for securities offerings under the Securities Act, including definitions and regulations of “offers” and “sales” of “securities”
- Understand the different types of issuers recognized under the Securities Act for public offerings and how issuer status plays out under the Securities Act
D. Scott Bennett, LizabethAnn R. Eisen, Robert Evans III
10:00 Working Effectively with the SEC: Preparing Your Registration Statement
- Preparation of the registration statement
- 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)
- Substantive disclosure and other problem areas relevant to securities offerings
- Discussion of current SEC areas of focus and impact on the registration process
D. Scott Bennett, LizabethAnn R. Eisen, Joseph H. Kaufman, Pamela A. Long
11:45 Networking Break
12:00 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
D. Scott Bennett, LizabethAnn R. Eisen, Randol Justice, Joseph H. Kaufman
1:00 Lunch Break
Afternoon Session: 2:00 p.m. - 5:00 p.m.
2:00 Preparation of Key Securities Offering Documentation
- Preparation of the Underwriting Agreement, including an analysis of the key provisions
- Behind the scenes: the agreement among underwriters - what is it and how does it work?
- Working with FINRA, including obtaining a “no objections” letter in a timely manner
- NYSE/NASDAQ listing mechanics
David K. Boston, LizabethAnn R. Eisen
3:00 Networking Break
3:15 Ethics, Due Diligence and the Offering Process
- Liability provisions and remedies under the Securities Act
- Importance of ethics in due diligence in the offering process, including comfort letters, 10b-5 statements and in-house counsel considerations
- Role of participants in the offering process, including avoiding ethical pitfalls
- Ethical issues in the underwriting process: Lawyers as gatekeepers
David K. Boston, John Buretta, LizabethAnn R. Eisen, Robert Evans III, John B. Meade, Hannah Greenwald Ross
5:00 Program Adjourns
Pamela A. Long
~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
New York City Seminar Location
PLI New York Center, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.
The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute. You can also book online at https://gc.synxis.com/rez.aspx?Hotel=26750&Chain=10179&promo=PRLW.
Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. You can also book online at https://gc.synxis.com/rez.aspx?Hotel=11533&Chain=5303&promo=PLAW.
Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.
PLI seminars qualify for credit in all states that require mandatory continuing legal education for attorneys. Please be sure to check with your state.
Please check the Credit Information box to the right of each product description for credit 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. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.
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.