Understanding the Securities Laws 2009

Overview

Recently admitted NY attorneys: This program is accredited for transitional CLE credit

Why You Should Attend

Knowledge of securities law is essential to avoid crippling and time-consuming litigation. This program will provide you with an up-to-the-minute understanding of the basic underpinnings and interplay of the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Sarbanes-Oxley Act, and related SEC regulations. Emphasis will be both on the substance of these acts and their rules and on how a securities lawyer can solve practical problems. The faculty will include experienced securities lawyers and SEC staff.

What You Will Learn

• Securities law “basics” - including determining when an investment scheme constitutes a federal “security”
• Regulatory framework of the Securities Act
• Securities Act registration process, including Forms S-1 and S-3
• Securities Act exemptions
• Resales of securities
• Liability for securities law violations, including Rule 10b-5
• Registration and reporting under the Exchange Act, including Forms 10-K, 10-Q and 8-K
• Regulation of proxy solicitation and executive compensation
• Regulation of M&A transactions and going private transactions
• Section 16 - reporting and short-swing trading liability
• New session! How the current economic environment affects securities practice; including clawbacks and regulation of bonuses

Who Should Attend

Practitioners interested in learning about and understanding the securities laws, as well as those who would like a review of the area. This course may also be suitable for other corporate and business law attorneys who handle cases and other matters in which securities issues arise.

Special Features

Live Webcast - Simultaneous live webcast of the December New York session is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.

For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

All attendees will receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment the program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount.  For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Schedule

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.

Day One:  9:00 a.m. - 5:00 p.m.

• Sources of securities law
• How to approach securities law
• Securities Act of 1933
• Securities Exchange Act of 1934
• Integrated disclosure system
• What is a security?
• What is an “offer,” a “sale,”a “prospectus”?
• Who is an “underwriter”?

Gary M. Brown

10:30  Networking Break

10:45  Registering Securities Under the Securities Act of 1933

• Section 5 and the communication rules
• How securities are registered
• Roles of lawyers and the SEC
• Electronic offerings and road shows
• Dealing with accounting issues
• Due diligence
• Shelf registration

N. Adele Hogan, Jonathan A. Ingram

12:15  Lunch

• Exempt securities vs. exempt transactions
• Regulations A and D and proposed changes
• Intrastate offerings
• Rule 701
• Regulation S

• Control and restricted securities
• Rules 144 and 144A
• Private resales - the “4(1-1/2)” exemption
• Regulation S resales
• Registration rights

• Triggering Exchange Act reporting obligations 
• Forms 8-K, 10-Q and 10-K
• Other reporting requirements
• Duty to disclose
• Regulation FD

Morning Session:  9:00 a.m. - 12:30 p.m.

9:00  Securities Law Implications of Executive Compensation

• Proxy statement disclosure
• 8-K and other disclosure obligations
• Tax issues that securities lawyers must know
• Resale limitations; insider trading;trading plans
• Section 16
• Option exchange offers/repricing

Anthony J. Horan, Francis C. Marinelli, Linda Rappaport

10:00  Regulation of Proxy Solicitations

• Regulatory scheme
• Annual reports
• Executive compensation disclosure
• Security holder proposals
• Proxy contests
• Electronic availability of proxy statements

David K. Boston, Carol V. Schwartz

11:15  Networking Break

11:30  Ethics and Professionalism in Securities Law

• Special position of securities lawyers
• Attorney reporting responsibility
• Recent emphasis on attorney conduct

Gene A. Capello, Laurence S. Moy

12:30  Lunch

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
   - Indemnification and contribution
• Exchange Act:
   - Section 10 and Rule 10b-5
   - Secondary actor liability after Stoneridge
   - Insider trading and selective disclosure

• Mergers
• Third-party tender offers
• Issuer tender offers
• Going private transactions
• Recent amendments to Rule 145

• TARP/TALF
• Recovery Act/Stimulus Package
• “Say on Pay” Initiatives
• Liquidity issues - future of banks/underwriters
• Recent and pending legislative and regulatory actions
• Recent enforcement activity

Faculty

Chairperson(s)

Speaker(s)

Program Attorney(s)

CLE Credit

Travel Information