2-Day Program

See Credit Details Below

Overview

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training that often is piecemeal at best.  This Workshop is intended to replace that ad-hoc learning process by helping participants develop a comprehensive and in-depth understanding of the structure, organization and details of the reporting requirements of the U.S. federal securities laws, including how to use the SEC’s online resources and all related sources of guidance.  Participants will learn, understand and apply the various requirements and principles that are a challenge to any publicly reporting company.

By using interactive lecture, discussion and examples in a small group setting, Workshop participants will build the foundational knowledge and practical experience necessary to understand the requirements of, and to prepare and review, the SEC’s periodic and current reports (e.g., Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and Current Report on Form 8-K).  Participants will also learn important rules and techniques for communicating with the public, including compliance with Securities Act Section 5’s “communication rules” as well as Regulations FD and G and the guidance for using non-GAAP measures.  Participants will learn the importance of “insider trading” policies, Rule 10b5-1 plans as well as Exchange Act Section 16’s prohibitions and requirements applicable to corporate “insiders.”  The art of drafting disclosure documents and press releases with a view toward limiting potential liability, emphasizing “Risk Factor” disclosure and the PSLRA “safe harbor” for forward-looking statements, will be discussed.  Participants will also develop an understanding of how to comply with the SEC’s proxy requirements (including the new “pay ratio disclosure” rule and the proposed rule on “pay vs. performance”) and plan for the company’s annual meeting.  This Workshop is also a great refresher for any lawyers who desire to keep their SEC reporting skills up to date.

What You Will Learn

  • Key disclosures and issues in Forms 10-K, 10-Q, and 8-K and the proxy statement
  • How to communicate with the public within the constraints of the SEC’s rules, including Reg FD and the SEC Staff’s updated non-GAAP financial measures guidance
  • How to protect the company and executives from charges of insider trading, including through the use of Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments including the Dodd-Frank pay ratio and pay vs. performance disclosures
  • How to deal with the SEC staff and understand their “hot buttons,” including frequent comment areas such as executive compensation, non-GAAP measures, contingencies, cybersecurity, revenue recognition and segments

What You Should Bring

Bring your company’s or a client’s most recent public disclosures: 10-K, 10-Q, recent 8-K and one or more press releases. If you work with a company that is not yet public, filings from a company in the same industry are a reasonable alternative.

Who Should Attend

This Workshop is geared to beginners or as a refresher for experienced SEC reporting professionals.  Attorneys, general counsel, in-house counsel and corporate legal staff, investor relations professionals, and others involved in the preparation of SEC filings will take away valuable practical information and skills necessary to satisfy the current SEC reporting requirements.  For Accountants and auditors, we recommend taking our “SEC Reporting Skills Workshop 2017,” which includes a more in-depth analysis of financial reporting issues in SEC reporting.

Program Level:
Basic

Intended Audience:
Attorneys, general counsel, in-house counsel and corporate legal staff, investor relations professionals, and others involved in the preparation of SEC filings.

Prerequisites:
We recommend some prior experience with the SEC reporting process and use of the Instructions to Forms and Regulations S-K and S-X.

Advanced Preparation:
None

Credit Details

Schedule & Location