12-Hour Program

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Overview

This popular 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 assembling particular filings. Each segment of the program will
incorporate practical tips and/or interactive drafting exercises. Ethics credit and recent legislation and SEC rule
changes affecting disclosure obligations will be woven within the topics covered.

• Get an overview of the disclosure cycle and the integrated disclosure system; Regulations S-K, S-X and M-A
• Learn about Exchange Act registration and reporting, including Forms 10-K, 10-Q, 8-K and more
• Explore Securities Act registration statements, including discussion of eligibility, the drafting process, incorporation by reference, “experts,” consents, and “shelf” registration, as well as the new confidential filing process for “emerging growth companies”
• Take a broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process after Wal-Mart, Whole Foods and SLB 14H, and the pay-for-performance, pay ratio and incentive pay “clawback” rules
• Look at the securities filings used in mergers, acquisitions and other significant corporate transactions
• Discuss the mechanics and implications of risk disclosures in both Securities Act and Exchange Act filings
• Review procedures in the SEC’s Division of Corporation Finance

Credit Details