Drafting Securities Filings 2010

Overview

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

Why You Should Attend

This two day, hands-on program will analyze in detail the principal forms used for filings with the SEC under the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), with particular emphasis on the mechanics of and timing for putting particular filings together.  Each segment of the program will include practical tips and/or interactive drafting exercises.  Ethics credit and recent and proposed SEC rule changes affecting disclosure obligations will be woven within the topics covered, which will include:

• Overview of the disclosure cycle and the integrated disclosure system; Regulations S-K, S-X and M-A
• Exchange Act Registration and Reporting, including Forms 10-K, 10-Q, 8-K and more
• Securities Act registration statements, including discussion of eligibility, the drafting process, incorporation by reference, “experts”, consents and shelf registration
• Securities Act Section 5 - the communication rules and related filings
• Drafting MD&A and CD&A
• Broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process, year-end timing and filing issues, including the e-proxy rules
• Securities filings used in mergers, acquisitions and other significant corporate transactions
• Section 16 filings
• Mechanics and implications of risk disclosures under both Securities Act and Exchange Act filings
• Review procedures in the SEC’s Division of Corporation Finance

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 commonly used for filings with the SEC.

Special Features

• All attorneys may earn up to one full hour of ethics credit examining ethical considerations encountered in SEC practice
• NY Transitional attorneys can earn up to two hours of skills credit

Live Webcast

The San Francisco sessions of this program are available live via the web:

• Print the Course Handbook
• Submit questions electronically
• Get “real-time” education right from your PC!

For more information click on the Live Webcast link in the Related Items box (to the right).

If you have any questions please call PLI’s Customer Relations Department at (800) 260-4PLI.

Special Bonus to all Registrants

All attendees receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this 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

Day One:  9:00 a.m - 5:00 p.m.

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

9:00  Introduction and Opening Remarks

Steven V. Bernard

9:15  Overview of the Federal Securities Laws

• Securities Act of 1933 and related forms
• Securities Exchange Act of 1934 and related forms
• Integrated disclosure system
• Regulation S-K - Summary of Line Item Disclosure
• Regulation S-X

Steven V. Bernard, N. Adele Hogan

10:15  Effects of ’34 Act Registration

• Filing requirement "triggers" – Sections 12(b), 12(g) and 15(d)
• Filing requirements under Section 13
• Filing requirements under Section 14
• Filing requirements under Section 16
• Third party filings (e.g., Schedules 13D, 13G, Forms 3, 4 and 5)

Steven V. Bernard, Janet L. Fisher
 
11:15  Networking Break

11:30  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, Jeffrey S. Hochman

12:30  Lunch

Afternoon Session:  1:30 p.m. - 5:00 p.m.

1:30  Proxy Statements

• Overview of rules
• Preliminary and definitive filings
• Shareholder proposal process
• Annual meeting timetables
• Drafting CD&A and related compensation disclosures
• E-proxy rules

Mark A. Borges

2:30  Networking Break

2:45  The Disclosure Cycle

A. The Duty to Disclose

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

B. Quarterly Earnings Cycle

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

C. Form 10-K Disclosure Requirements

• Summary of contents
• Coordination with proxy materials

Steven V. Bernard

4:00  Current Report on Form 8-K

• Events triggering obligation to file
• Use of 8-K to satisfy other filing requirements
• “Furnished” vs. “filed” reports
• The “safe harbor”
• 8-K “traps”
• Recent changes

Janet L. Fisher

5:00  Adjourn

Day Two:  9:00 a.m - 12:30 p.m.

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

9:00  Preparing and Filing the Registration Statement; the Regulatory Process

• Form eligibility considerations (e.g., S-1, S-3)
• The drafting process and how to add value
• Making the initial filing
• Confidential treatment requests
• Incorporation by reference
• “Experts” and consents
• Section 5 and the communication rules
• Liability issues
• Risk disclosure
  - Drafting risk factors
  - PSLRA safe harbor rules
  - "Bespeaks caution" doctrine
• Review Procedures in the Division of Corporation Finance
  - Brief overview of the division
  - Processing '33 Act filings
  - Current Staff focus

Jean E. Hanson, Jay Ingram, Gideon Schor

11:00  Networking Break

11:15  Preparing and Filing the Registration Statement; the Regulatory Process (Cont’d)

Jean E. Hanson, Jay Ingram, Gideon Schor

12:30  Lunch

Afternoon Session:  1:30 p.m. -  5:00 p.m.

1:30  Current Issues in Securities Practice

• Recent legislative developments affecting the federal securities laws
• Recent judicial developments
• Review of recent and proposed SEC rule changes

Gary M. Brown, Edward H. Fleischman and Panel

2:45  Networking Break

3:00  Ethical Dilemmas in Preparation and Review of SEC Filings

• Ethical considerations in SEC practice
• Lawyers as “gatekeepers”
• The SEC’s “reporting up” rules
• 2(e) (now 102(e)) proceedings

Gary M. Brown, Jay Ingram
 
4:00  Securities Filings in M&A Transactions

• ’33 Act Issues - Form S-4
• Tender Offers - Schedules TO and 14D-9
• ”Going Private” Transactions - Schedule 13E-3
• Regulation M-A
• Exempt offerings in M&A transactions
  - Regulation D and fairness hearings

John A. Bick

5:00  Adjourn

Faculty

Co-Chair(s)

Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, PC
Gary M. Brown, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Speaker(s)

John A. Bick, Davis Polk & Wardwell LLP
Mark A. Borges, Principal, Compensia, Inc.
Janet L. Fisher, Cleary Gottlieb Steen & Hamilton LLP
Edward H. Fleischman, Linklaters LLP
Jean E. Hanson, Fried, Frank, Harris, Shriver & Jacobson LLP
Jeffrey S. Hochman, Willkie Farr & Gallagher LLP
N. Adele Hogan, Cadwalader, Wickersham & Taft LLP
Jay Ingram, Legal Branch Chief, Office of Manufacturing and Construction, Division of Corporation Finance, U.S. Securities and Exchange Commission
Gideon Schor, Wilson Sonsini Goodrich & Rosati, PC

Program Attorney(s)

Danielle T. Bersofsky, Program Attorney, Practising Law Institute

CLE Credit

Travel Information

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 N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field 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.