Securities Filings 2009

Overview

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

Why You Should Attend

This program will address the principal forms used for filings with the SEC and will highlight recent developments in disclosure obligations as well as pending and recently adopted SEC proposals. Topics will include annual reports to stockholders, Forms 10-K, 10-Q, 8-K, and S-1, proxy statements and executive compensation disclosure, the organization of the Division of Corporate Finance, ethics in SEC practice, issuance of securities in acquisitions, and drafting issues encountered in filings. The expert faculty, comprised of private practitioners, in-house counsel, and high-level SEC officials, will offer practical tips and insights.

What You Will Learn

An in-depth examination of the SEC’s rules and staff policies and practical guidance on these and other topics:

• Pending and recently adopted SEC proposals, including the proposed adoption of IFRS
• Overview of Regulation S-K and the requirements for smaller reporting companies
• Periodic reports under the 1934 Act, including forms 10-K, 10-Q, and 8-K requirements
• Compensation discussion and analysis, including current SEC concerns
• Proxy statements, annual reports to stockholders and the proxy rules
• SEC rules affecting the public offering process
• Issuance of securities in mergers and acquisitions
• Ethics in practice before the SEC
• Section 16

Who Should Attend

Attorneys with little to moderate experience in securities filings, in-house counsel and those interested in a review and update, as well as other professionals who need to reacquaint themselves with the forms and reports used.

Special Features

• Earn one full hour of Ethics credit examining ethical considerations encountered in SEC practice
• Participate in MD&A drafting exercise

Live Webcast

Simultaneous live webcast of the 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. - 5:15 p.m.

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

9:00  Opening Remarks and Introduction

Steven V. Bernard

9:15  Overview of the Federal Securities Laws

A. Integrated Disclosure System

B. Regulation S-K: Summary of Line Item Disclosure

• Survey of Regulation S-K, including items that must be included in Forms 10-K, 10-Q, and 8-K, annual reports to shareholders, proxy statements and ’33 Act registration statements

C. The Duty to Disclose

• Disclosure beyond the line items: the sources of the duty to disclose
• Duty to update and duty to correct

Armando Castro, Ann Yvonne Walker

10:15  Proxy Statements

• Overview of rules
• Executive compensation disclosure
• Shareholder proposals
• E-proxy rules
• The latest from the SEC on CD&A

Mark A. Borges

11:15  Networking Break

11:30  The Disclosure Cycle

A. Quarterly Earnings Cycle

• Earnings announcement; “outlook”; investor/analyst call
• Quarterly report on Form 10-Q
• Regulations G and FD

B. Form 10-K Disclosure Requirements

• Summary of contents
• Coordination with proxy materials

Steven V. Bernard

12:30  Lunch

Afternoon Session: 1:30 p.m. - 5:15 p.m.

1:30  MD&A and the Annual Report to Shareholders

• Relationship to financial statements and financial disclosure
• Commission guidance on MD&A
• Enforcement actions
• Additional disclosure items for the annual report to shareholders
• MD&A drafting exercise

Steven V. Bernard, Brooks Stough 

2:30  Current Issues in Securities Practice

• Recent developments under federal securities laws
• Review of recent and proposed SEC rule changes
• Effects of federal stimulus package and other programs (e.g. TARP, TALF, EESA)

Steven V. Bernard, Mark A. Borges, Armando Castro, Michael S. Dorf, Brooks Stough, Ann Yvonne Walker

3:45  Networking Break

4:00  Interim and Other Reporting

A.  Current Report on Form 8-K

• Events triggering obligation to file
• Use of Form 8-K to satisfy other disclosure requirements
• “Furnished” vs. “filed” reports

B.  Section 16

• Reporting requirements
• Liability issues
• Responsibilities of registrants

Ann Yvonne Walker

5:15  Adjourn

Day Two: 9:00 a.m. - 4:45 p.m.

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

9:00  The Regulatory Process

A.  The Decision to “Go Public”

• Advantages and disadvantages
• Other considerations

B. Review Procedures in the Division of Corporation Finance

• Overview of the organization of the division
• Current Staff focus
• Processing 1933 and 1934 Act filings
• Steps in the appeals process and who to ask for help
• Confidential treatment

Steven V. Bernard, Mara L. Ransom

10:00  1933 Act Overview

• Section 5 and the communication rules
• Liability issues
• Recent ‘33 Act developments

Stephen E. Gillette

11:15  Networking Break

11:30  Securities Filings in M&A Transactions

• Form S-4
• Tender Offers: Schedules TO and 14D-9
• “Going Private” Transactions
• Share repurchases and issuer tender offers
• Exchange offers
• Schedules 13D and 13G

Michael S. Dorf

12:30  Lunch

Afternoon Session: 1:30 p.m. - 4:45 p.m.

1:30  Ethical Considerations in SEC Practice

• Lawyers as “gatekeepers”
• The SEC’s “reporting up” rules
• 2(e) (now 102(e)) proceedings
• State and ABA positions

Pamela Phillips, Mara L. Ransom

2:30  Risk Disclosure

• Risk factors and “difficult” disclosure: breaking the bad news
• Drafting risk factors
• PSLRA safe harbor rules
• Rules 175 and 3b-6
• “Bespeaks Caution” Doctrine

William F. Alderman

3:30  Networking Break

3:45  Preparing the Registration Statement

• Form eligibility considerations
• Preparing and making the initial filing
• Adding value to the process
• Helpful resources for the securities lawyer

Stephen E. Gillette

4:45  Adjourn

Faculty

Chairperson(s)

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, PC

Speaker(s)

William F. Alderman, Orrick, Herrington & Sutcliffe LLP
Mark A. Borges, Principal, Compensia, Inc.
Armando Castro, Reed Smith LLP
Michael S. Dorf, Shearman & Sterling LLP
Stephen E. Gillette, Jones Day
Pamela Phillips, Howard Rice Nemerovski Canady Falk & Rabkin, PC
Mara L. Ransom, Legal Branch Chief; Division of Corporation Finance, U.S. Securities and Exchange Commission
Brooks Stough, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
Ann Yvonne Walker, Wilson Sonsini Goodrich & Rosati, PC

Program Attorney(s)

Danielle T. Bersofsky, Program Attorney, Practising Law Institute

CLE Credit

Travel Information

San Francisco Seminar Location

PLI California Center, 685 Market Street, San Francisco, California 94105. (415) 498-2800.

San Francisco Hotel Accommodations

The Palace Hotel, 2 New Montgomery Street, San Francisco, California 94105. Call (800) 917-7456 seven days a week from 6:00 am to 12:00 am (PDT) and mention you are attending this program at Practising Law Institute to receive the preferred rate. For online reservations, go to www.SFPALACE.com and enter SET No. 287179 to receive the preferred rate.

Due to high demand we recommend reserving hotel rooms as early as possible.