On-Demand   On-Demand Web Programs

Securities Offerings 2017: A Public Offering: How it is Done

Released on: Mar. 10, 2017
Running Time: 06:44:52

This course will provide a solid understanding of the legal framework for securities offerings under the Securities Act of 1933. Topics covered include the basics, such as definitions and regulations of “offers” and “sales” of “securities” and the distinctions between public and private offerings, including the need to register public offerings (and how that is done) and basic exemptions from registration.  It will also cover important and ever-evolving topics, such as “working effectively with the SEC,” the current SEC agenda affecting the registration process, including current approaches to disclosure, publicity restrictions and the evolution of the JOBS Act.  The course will also cover the critical financial information that forms the backbone of disclosures in securities offerings, including: annual and interim financial statements, management’s discussion & analysis, the SEC’s rules concerning disclosure of so-called “non-GAAP financial measures” and other developments in disclosure documents.

This program simulates a public offering from start to finish: from an introduction to fundamental securities law concepts along with a focus on how the law translates into the mechanics of doing a public offering, to working with the SEC and applicable stock exchange, to the closing dinner. The “how to do it” approach includes the preparation of registration statements, the SEC review and comment process, stock exchange listing and pricing mechanics. Throughout the program, the course will focus on current “hot topics” impacting the offering process.

Lecture Topics [Total time 06:44:52]

Segments with an asterisk (*) are available only with the purchase of the entire program.


  • Introduction to the Law of Securities Offerings [00:58:40]
    D. Scott Bennett, LizabethAnn R. Eisen, Robert Evans III
  • Working Effectively with the SEC: Preparing Your Registration Statement [01:43:36]
    D. Scott Bennett, LizabethAnn R. Eisen, Joseph H. Kaufman, Pamela A. Long
  • Important Financial Statements, Accounting Disclosures and Key Securities Offering Documentation [02:14:18]
    D. Scott Bennett, LizabethAnn R. Eisen, Joseph H. Kaufman, Nicole J. Pinder
  • Ethics, Due Diligence and the Offering Process [01:48:18]
    David K. Boston, LizabethAnn R. Eisen, Robert Evans III, Sophia Hudson, D. Scott Bennett, James A Harrod

The purchase price of this Web Program includes the following articles from the Course Handbook available online:


  • COMPLETE COURSE HANDBOOK
  • The Statutory Arrangement for Public and Private Securities Offerings Under the Securities Act of 1933 (December 1, 2015)
    Sophia Tawil, William P. Rogers, Kimberley S. Drexler, William J. Whelan, D. Scott Bennett, John W. White, LizabethAnn R. Eisen
  • “JOBs Act 2.0” Amendments to the Securities Laws (December 14, 2015)
    William P. Rogers, D. Scott Bennett, LizabethAnn R. Eisen, William J. Whelan
  • Underwriting Arrangements and Documents
    David K. Boston
  • Appendix A: Underwriting Agreement
    David K. Boston
  • Appendix B: Agreement Among Underwriters
    David K. Boston
  • Appendix C: Master Agreement Among Underwriters
    David K. Boston
  • Appendix D: Selected Dealer Agreement
    David K. Boston
  • Lawyers as Gatekeepers in the Underwriting Process (March 2017)
    Sophia Hudson

Presentation Material


  • Introduction to the Law of Securities Offerings
    D. Scott Bennett, LizabethAnn R. Eisen, Robert Evans III
  • Important Financial Statements, Accounting Disclosures and Key Securities Offerings Documentation
    D. Scott Bennett, LizabethAnn R. Eisen, Joseph H. Kaufman, Nicole J. Pinder
  • Ethics, Due Diligence and the Offering Process
    D. Scott Bennett, David K. Boston, LizabethAnn R. Eisen, Robert Evans III, James A Harrod, Sophia Hudson
  • Ethics, Due Diligence and the Offering Process
    D. Scott Bennett, David K. Boston, LizabethAnn R. Eisen, Robert Evans III, James A Harrod, Sophia Hudson
  • Ethics, Due Diligence and the Offering Process
    D. Scott Bennett, David K. Boston, LizabethAnn R. Eisen, Robert Evans III, James A Harrod, Sophia Hudson
  • Ethics, Due Diligence and the Offering Process
    D. Scott Bennett, David K. Boston, LizabethAnn R. Eisen, Robert Evans III, James A Harrod, Sophia Hudson
  • Ethics, Due Diligence and the Offering Process
    D. Scott Bennett, David K. Boston, LizabethAnn R. Eisen, Robert Evans III, James A Harrod, Sophia Hudson
  • Important Financial Statements, Accounting Disclosures and Key Securities Offerings Documentation
    D. Scott Bennett, David K. Boston, LizabethAnn R. Eisen, Robert Evans III, James A Harrod, Sophia Hudson
Chairperson(s)
LizabethAnn R. Eisen ~ Cravath, Swaine & Moore LLP
Speaker(s)
D. Scott Bennett ~ Cravath Swaine & Moore LLP
David K. Boston ~ Willkie Farr & Gallagher LLP
Robert Evans III ~ Deputy Director, Legal and Regulatory Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission
Sophia Hudson ~ Davis Polk & Wardwell LLP
Joseph H. Kaufman ~ Simpson Thacher & Bartlett LLP
Pamela A. Long ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Nicole J. Pinder ~ Principal, PwC
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered.


U.S. MCLE States

Alabama:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s on-demand web programs qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s on-demand web programs are not approved for Arkansas CLE credit.

California:  PLI’s on-demand web programs qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s on-demand web programs qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period, no more than 6 of which may be audio-only.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s on-demand web programs qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s on-demand web programs qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s on-demand web programs qualify as “unmoderated” credit. Attorneys are limited to 6 credits of unmoderated programs per reporting period.

Kansas:  PLI’s on-demand web programs qualify as “prerecorded” credit. Attorneys are limited to 6 credits of prerecorded programs per reporting period.

Kentucky:  PLI’s on-demand web programs qualify as “non-live” credit. Attorneys are limited to 6 non-live credits per reporting period.

Louisiana:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5.5 credits of self-study per reporting period.

Minnesota:  PLI’s on-demand web programs qualify as “on-demand” credit. Attorneys are limited to 15 on-demand credits per reporting period.

Mississippi:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

Montana:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5 credits of self-study per reporting period.

Nebraska:  PLI’s on-demand web programs qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s on-demand web programs qualify as “self-study” credit. There is no limit to the number of credits an attorney can earn via self-study programs.

New Hampshire:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

New Jersey:  PLI’s on-demand web programs qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional on-demand web programs can be used to fulfill the requirements for New York newly admitted attorneys. Only professional practice and law practice management credits may be earned via transitional on-demand web programs. Ethics and skills credits may not be earned via on-demand web programs.

North Carolina:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

North Dakota:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

Ohio:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s on-demand web programs qualify as “online, on-demand” credit. Attorneys are limited to 6 credits of online, on-demand programs per reporting period.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  PLI’s on-demand web programs qualify as “non-traditional” credit. Attorneys are limited to 8 credits of non-traditional programs per reporting period.

Rhode Island:  PLI’s on-demand web programs qualify as “on-demand” credit. Attorneys are limited to 3 on-demand credits per reporting period.

South Carolina:  PLI’s on-demand web programs qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 10 credits of self-study per reporting period.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s on-demand web programs qualify as “pre-recorded” credit. Attorneys are limited to 8 credits of pre-recorded programs per reporting period.

Washington:  PLI’s on-demand web programs qualify as “A/V” credit. Attorneys are limited to 22.5 credits of A/V programs per reporting period.

West Virginia:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s on-demand web programs qualify as “repeated, on-demand” credit. Attorneys are limited to 15 credits of repeated, on-demand programs per reporting period. No ethics credits can be earned via on-demand web programs.

Wyoming:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s on-demand web programs are not eligible for CPD-BC credit unless viewed with at least one other attorney or an articled student. In this case, the credit must be recorded as a “study group.”

Ontario (CPD-ON):  PLI’s on-demand web programs qualify as “recorded” credit. If viewed without a colleague, attorneys are limited to 6 credits of recorded programs per year. If viewed with at least one colleague, there is no limit to the number of credits that can be earned via recorded programs.

Quebec (CPD-QC):  PLI’s on-demand web programs can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s on-demand web programs are not approved for CPD-HK credit.

United Kingdom (CPD-UK):  PLI’s on-demand web programs can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s on-demand web programs may fulfill Australia’s CPD requirements. Credit limits for on-demand web programs vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  Select on-demand web programs qualify as “QAS Self-Study” credit. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s on-demand web programs may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s on-demand web programs may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s on-demand web programs may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s on-demand web programs may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s on-demand web programs qualify as "self-paced" credit. SHRM professionals are limited to 30 credits of self-paced programs per recertification period.

Compliance Certification Board (CCB):  PLI’s on-demand web programs qualify as “self-study” credit. Candidates are limited to 10 self-study credits per 12-month period, and certification holders are limited to 20 self-study credits per 2-year renewal period.

Certified Anti-Money Laundering Specialists Certification (CAMS):  PLI’s on-demand web programs are not approved for CAMS credit.

New York State Social Worker Continuing Education (SW CPE):  PLI’s on-demand web programs are not approved for SW CPE credit.

American Bankers Association Professional Certification (ABA):  PLI’s on-demand web programs may fulfill ABA credit requirements.

 

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