Seminar  Workshop

SEC Reporting and Practice Skills Workshop for Lawyers 2019


Select a Location:

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training, which often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including when the “duty to disclose” arises, the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.

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 and guidance, including Reg FD and Reg G (“non-GAAP financial measures”)
  • How to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments in SEC reporting, including expansion of the smaller reporting company system
  • 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, proxy statement 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 for Financial Professionals,” 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


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.

Day One: 9:00 a.m. - 5:15 p.m.

9:00 Opening Remarks and Introductions

9:15 Overview of the SEC's Requirements
  • Understand the Securities Act and Exchange Act and their interrelationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K and the Staff Accounting and Staff Legal Bulletins, is the foundation for preparing SEC filings
  • Learn to use SEC resources in the research and preparation process
  • Understand how to work with the SEC in the filing review process


10:30 Networking Break

10:45 Disclosure Basics  
  • Understanding the “duty to disclose”
  • Duty to update; duty to correct
  • “Materiality”
  • “Risk Factor” disclosure
  • Understanding the significance of the 1995 Private Securities Litigation Reform Act and its “safe harbor” protection from liability for forward-looking statements
  • The “bespeaks caution” doctrine
  • Regulation FD and related communication issues
  • Building a comprehensive communication policy


12:15 Networking Luncheon

12:45 Registering Securities for Sale Under the Securities Act of 1933
  • Basic rule: unless exempt, register
  • Review of primary exemptions, including Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms S-1 and S-3
  • Size matters – WKSIs, “smaller reporting companies” and “emerging growth companies”
  • SEC review procedures


2:00 Networking Break

2:15 Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q  
  • Learn how to prepare and review Forms 10-K and 10-Q
  • The expanded ”smaller reporting company” system
  • Deal with key disclosures and challenges
  • Discuss internal control over financial reporting and its importance in the reporting process
  • Discuss disclosure controls and their importance in the reporting process
  • Assuring conformity between the financial statements and non-financial disclosures
  • Working with auditors in the financial reporting process
  • Understand the impact of the PCAOB on companies and auditors
  • New accounting issues and their impact, including revenue recognition and lease accounting
  • Certification requirements
  • Exhibit requirements
  • Coordinating the 10-K with the proxy materials and annual report to shareholders


4:15 Ethical Dilemmas in Preparation and Review of SEC Filings
  • Ethical considerations in SEC practice
  • Real-life example case studies
  • Lawyers as “gatekeepers” and targets
  • The SEC’s “reporting up” rules
  • Rule 2(e) (now 102(e)) proceedings
  • Experience under the whistleblower rules

 

5:15  Adjourn



Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Current Reports on Form 8-K
  • Events triggering a Form 8-K filing obligation
  • What information must be reported
  • “Furnished” versus “filed” reports
  • Filing deadlines
  • Effects on S-3 eligibility
  • The “safe harbor”
  • The quarterly disclosure process and related 8-K for earnings releases
  • Ensuring adequate disclosure controls for timely 8-K filings
  • Detailed review of frequently used 8-K items
  • 8-K “traps” and the importance of corporate planning


10:00 Networking Break

10:15 Proxy Statements and Annual Reports to Shareholders
  • Learn the proxy process and information requirements – planning for your annual shareholders meeting
  • Preliminary and definitive filing requirements
  • Basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determining the “named executive officers”
  • Developments in “perquisite” disclosure
  • Drafting CD&A and related compensation disclosures
  • Responding to shareholder proposals


11:45 Networking Luncheon

12:15 Management's Discussion and Analysis (MD&A)
  • SEC guidance including for MD&A structure and content
  • Key SEC MD&A enforcement actions and frequent SEC review comments


2:15 Networking Break

2:30 Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
  • “Insider trading” – what it is and how to avoid liability
  • “Insider trading” policies
  • Use and importance of 10b5-1 plans for insiders
  • Resale of securities and compliance with Rule 144
  • Learn the requirements of Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to avoid the “short-swing” profit rules
  • “Clawback” policies

 

4:00 Adjourn



Instructor(s)
Gary M. Brown ~ Nelson Mullins Riley & Scarborough LLP
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

San Francisco Seminar Location

PLI California Center, 685 Market Street, San Francisco, California 94105. (800) 260-4754.

San Francisco Hotel Accommodations

Park Central Hotel, 50 Third Street, San Francisco, CA 94103. 415-974-6400. When calling, please mention PLI and SET#287179. In addition, you may book online at Park Central Hotel PLI.

Omni Hotel San Francisco, 500 California Street, San Francisco, CA 94104. 415-677-9494.  When calling, please mention Practising Law Institute.  You may also book online at PLI Omni 2018.

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

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.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  All SEC Institute products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute 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 SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  All SEC Institute products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.

Alberta (CPD-ALBERTA):  All SEC Institute products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Dubai (CLPD-DUBAI):  SEC Institute’s workshops may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops 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:  SEC Institute’s workshops 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):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  SEC Institute’s workshops may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  SEC Institute’s workshops may fulfill CFP credit requirements.

 

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training, which often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including when the “duty to disclose” arises, the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.

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 and guidance, including Reg FD and Reg G (“non-GAAP financial measures”)
  • How to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments in SEC reporting, including expansion of the smaller reporting company system
  • 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, proxy statement 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 for Financial Professionals,” 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


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.

Day One: 9:00 a.m. - 5:15 p.m.

9:00 Opening Remarks and Introductions

9:15 Overview of the SEC's Requirements
  • Understand the Securities Act and Exchange Act and their interrelationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K and the Staff Accounting and Staff Legal Bulletins, is the foundation for preparing SEC filings
  • Learn to use SEC resources in the research and preparation process
  • Understand how to work with the SEC in the filing review process


10:30 Networking Break

10:45 Disclosure Basics  
  • Understanding the “duty to disclose”
  • Duty to update; duty to correct
  • “Materiality”
  • “Risk Factor” disclosure
  • Understanding the significance of the 1995 Private Securities Litigation Reform Act and its “safe harbor” protection from liability for forward-looking statements
  • The “bespeaks caution” doctrine
  • Regulation FD and related communication issues
  • Building a comprehensive communication policy


12:15 Networking Luncheon

12:45 Registering Securities for Sale Under the Securities Act of 1933
  • Basic rule: unless exempt, register
  • Review of primary exemptions, including Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms S-1 and S-3
  • Size matters – WKSIs, “smaller reporting companies” and “emerging growth companies”
  • SEC review procedures


2:00 Networking Break

2:15 Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q  
  • Learn how to prepare and review Forms 10-K and 10-Q
  • The expanded ”smaller reporting company” system
  • Deal with key disclosures and challenges
  • Discuss internal control over financial reporting and its importance in the reporting process
  • Discuss disclosure controls and their importance in the reporting process
  • Assuring conformity between the financial statements and non-financial disclosures
  • Working with auditors in the financial reporting process
  • Understand the impact of the PCAOB on companies and auditors
  • New accounting issues and their impact, including revenue recognition and lease accounting
  • Certification requirements
  • Exhibit requirements
  • Coordinating the 10-K with the proxy materials and annual report to shareholders


4:15 Ethical Dilemmas in Preparation and Review of SEC Filings
  • Ethical considerations in SEC practice
  • Real-life example case studies
  • Lawyers as “gatekeepers” and targets
  • The SEC’s “reporting up” rules
  • Rule 2(e) (now 102(e)) proceedings
  • Experience under the whistleblower rules

 

5:15  Adjourn



Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Current Reports on Form 8-K
  • Events triggering a Form 8-K filing obligation
  • What information must be reported
  • “Furnished” versus “filed” reports
  • Filing deadlines
  • Effects on S-3 eligibility
  • The “safe harbor”
  • The quarterly disclosure process and related 8-K for earnings releases
  • Ensuring adequate disclosure controls for timely 8-K filings
  • Detailed review of frequently used 8-K items
  • 8-K “traps” and the importance of corporate planning


10:00 Networking Break

10:15 Proxy Statements and Annual Reports to Shareholders
  • Learn the proxy process and information requirements – planning for your annual shareholders meeting
  • Preliminary and definitive filing requirements
  • Basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determining the “named executive officers”
  • Developments in “perquisite” disclosure
  • Drafting CD&A and related compensation disclosures
  • Responding to shareholder proposals


11:45 Networking Luncheon

12:15 Management's Discussion and Analysis (MD&A)
  • SEC guidance including for MD&A structure and content
  • Key SEC MD&A enforcement actions and frequent SEC review comments


2:15 Networking Break

2:30 Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
  • “Insider trading” – what it is and how to avoid liability
  • “Insider trading” policies
  • Use and importance of 10b5-1 plans for insiders
  • Resale of securities and compliance with Rule 144
  • Learn the requirements of Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to avoid the “short-swing” profit rules
  • “Clawback” policies

 

4:00 Adjourn



Instructor(s)
Gary M. Brown ~ Nelson Mullins Riley & Scarborough LLP
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and Corporate Rate ID 786839408. In addition, you can book online at PLI Muse Hotel

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. In addition, you can book online at PLI Millennium Hotel .

 Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

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.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  All SEC Institute products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute 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 SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  All SEC Institute products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.

Alberta (CPD-ALBERTA):  All SEC Institute products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Dubai (CLPD-DUBAI):  SEC Institute’s workshops may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops 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:  SEC Institute’s workshops 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):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  SEC Institute’s workshops may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  SEC Institute’s workshops may fulfill CFP credit requirements.

 

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training, which often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including when the “duty to disclose” arises, the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.

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 and guidance, including Reg FD and Reg G (“non-GAAP financial measures”)
  • How to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments in SEC reporting, including expansion of the smaller reporting company system
  • 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, proxy statement 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 for Financial Professionals,” 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


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.

Day One: 9:00 a.m. - 5:15 p.m.

9:00 Opening Remarks and Introductions

9:15 Overview of the SEC's Requirements
  • Understand the Securities Act and Exchange Act and their interrelationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K and the Staff Accounting and Staff Legal Bulletins, is the foundation for preparing SEC filings
  • Learn to use SEC resources in the research and preparation process
  • Understand how to work with the SEC in the filing review process


10:30 Networking Break

10:45 Disclosure Basics  
  • Understanding the “duty to disclose”
  • Duty to update; duty to correct
  • “Materiality”
  • “Risk Factor” disclosure
  • Understanding the significance of the 1995 Private Securities Litigation Reform Act and its “safe harbor” protection from liability for forward-looking statements
  • The “bespeaks caution” doctrine
  • Regulation FD and related communication issues
  • Building a comprehensive communication policy


12:15 Networking Luncheon

12:45 Registering Securities for Sale Under the Securities Act of 1933
  • Basic rule: unless exempt, register
  • Review of primary exemptions, including Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms S-1 and S-3
  • Size matters – WKSIs, “smaller reporting companies” and “emerging growth companies”
  • SEC review procedures


2:00 Networking Break

2:15 Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q  
  • Learn how to prepare and review Forms 10-K and 10-Q
  • The expanded ”smaller reporting company” system
  • Deal with key disclosures and challenges
  • Discuss internal control over financial reporting and its importance in the reporting process
  • Discuss disclosure controls and their importance in the reporting process
  • Assuring conformity between the financial statements and non-financial disclosures
  • Working with auditors in the financial reporting process
  • Understand the impact of the PCAOB on companies and auditors
  • New accounting issues and their impact, including revenue recognition and lease accounting
  • Certification requirements
  • Exhibit requirements
  • Coordinating the 10-K with the proxy materials and annual report to shareholders


4:15 Ethical Dilemmas in Preparation and Review of SEC Filings
  • Ethical considerations in SEC practice
  • Real-life example case studies
  • Lawyers as “gatekeepers” and targets
  • The SEC’s “reporting up” rules
  • Rule 2(e) (now 102(e)) proceedings
  • Experience under the whistleblower rules

 

5:15  Adjourn



Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Current Reports on Form 8-K
  • Events triggering a Form 8-K filing obligation
  • What information must be reported
  • “Furnished” versus “filed” reports
  • Filing deadlines
  • Effects on S-3 eligibility
  • The “safe harbor”
  • The quarterly disclosure process and related 8-K for earnings releases
  • Ensuring adequate disclosure controls for timely 8-K filings
  • Detailed review of frequently used 8-K items
  • 8-K “traps” and the importance of corporate planning


10:00 Networking Break

10:15 Proxy Statements and Annual Reports to Shareholders
  • Learn the proxy process and information requirements – planning for your annual shareholders meeting
  • Preliminary and definitive filing requirements
  • Basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determining the “named executive officers”
  • Developments in “perquisite” disclosure
  • Drafting CD&A and related compensation disclosures
  • Responding to shareholder proposals


11:45 Networking Luncheon

12:15 Management's Discussion and Analysis (MD&A)
  • SEC guidance including for MD&A structure and content
  • Key SEC MD&A enforcement actions and frequent SEC review comments


2:15 Networking Break

2:30 Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
  • “Insider trading” – what it is and how to avoid liability
  • “Insider trading” policies
  • Use and importance of 10b5-1 plans for insiders
  • Resale of securities and compliance with Rule 144
  • Learn the requirements of Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to avoid the “short-swing” profit rules
  • “Clawback” policies

 

4:00 Adjourn



Instructor(s)
Gary M. Brown ~ Nelson Mullins Riley & Scarborough LLP
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

San Francisco Seminar Location

PLI California Center, 685 Market Street, San Francisco, California 94105. (800) 260-4754.

San Francisco Hotel Accommodations

Park Central Hotel, 50 Third Street, San Francisco, CA 94103. 415-974-6400. When calling, please mention PLI and SET#287179. In addition, you may book online at Park Central Hotel PLI.

Omni Hotel San Francisco, 500 California Street, San Francisco, CA 94104. 415-677-9494.  When calling, please mention Practising Law Institute.  You may also book online at PLI Omni 2018.

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

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.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  All SEC Institute products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute 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 SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  All SEC Institute products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.

Alberta (CPD-ALBERTA):  All SEC Institute products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Dubai (CLPD-DUBAI):  SEC Institute’s workshops may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops 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:  SEC Institute’s workshops 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):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  SEC Institute’s workshops may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  SEC Institute’s workshops may fulfill CFP credit requirements.

 

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training, which often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including when the “duty to disclose” arises, the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.

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 and guidance, including Reg FD and Reg G (“non-GAAP financial measures”)
  • How to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments in SEC reporting, including expansion of the smaller reporting company system
  • 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, proxy statement 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 for Financial Professionals,” 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


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.

Day One: 9:00 a.m. - 5:15 p.m.

9:00 Opening Remarks and Introductions

9:15 Overview of the SEC's Requirements
  • Understand the Securities Act and Exchange Act and their interrelationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K and the Staff Accounting and Staff Legal Bulletins, is the foundation for preparing SEC filings
  • Learn to use SEC resources in the research and preparation process
  • Understand how to work with the SEC in the filing review process


10:30 Networking Break

10:45 Disclosure Basics  
  • Understanding the “duty to disclose”
  • Duty to update; duty to correct
  • “Materiality”
  • “Risk Factor” disclosure
  • Understanding the significance of the 1995 Private Securities Litigation Reform Act and its “safe harbor” protection from liability for forward-looking statements
  • The “bespeaks caution” doctrine
  • Regulation FD and related communication issues
  • Building a comprehensive communication policy


12:15 Networking Luncheon

12:45 Registering Securities for Sale Under the Securities Act of 1933
  • Basic rule: unless exempt, register
  • Review of primary exemptions, including Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms S-1 and S-3
  • Size matters – WKSIs, “smaller reporting companies” and “emerging growth companies”
  • SEC review procedures


2:00 Networking Break

2:15 Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q  
  • Learn how to prepare and review Forms 10-K and 10-Q
  • The expanded ”smaller reporting company” system
  • Deal with key disclosures and challenges
  • Discuss internal control over financial reporting and its importance in the reporting process
  • Discuss disclosure controls and their importance in the reporting process
  • Assuring conformity between the financial statements and non-financial disclosures
  • Working with auditors in the financial reporting process
  • Understand the impact of the PCAOB on companies and auditors
  • New accounting issues and their impact, including revenue recognition and lease accounting
  • Certification requirements
  • Exhibit requirements
  • Coordinating the 10-K with the proxy materials and annual report to shareholders


4:15 Ethical Dilemmas in Preparation and Review of SEC Filings
  • Ethical considerations in SEC practice
  • Real-life example case studies
  • Lawyers as “gatekeepers” and targets
  • The SEC’s “reporting up” rules
  • Rule 2(e) (now 102(e)) proceedings
  • Experience under the whistleblower rules

 

5:15  Adjourn



Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Current Reports on Form 8-K
  • Events triggering a Form 8-K filing obligation
  • What information must be reported
  • “Furnished” versus “filed” reports
  • Filing deadlines
  • Effects on S-3 eligibility
  • The “safe harbor”
  • The quarterly disclosure process and related 8-K for earnings releases
  • Ensuring adequate disclosure controls for timely 8-K filings
  • Detailed review of frequently used 8-K items
  • 8-K “traps” and the importance of corporate planning


10:00 Networking Break

10:15 Proxy Statements and Annual Reports to Shareholders
  • Learn the proxy process and information requirements – planning for your annual shareholders meeting
  • Preliminary and definitive filing requirements
  • Basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determining the “named executive officers”
  • Developments in “perquisite” disclosure
  • Drafting CD&A and related compensation disclosures
  • Responding to shareholder proposals


11:45 Networking Luncheon

12:15 Management's Discussion and Analysis (MD&A)
  • SEC guidance including for MD&A structure and content
  • Key SEC MD&A enforcement actions and frequent SEC review comments


2:15 Networking Break

2:30 Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
  • “Insider trading” – what it is and how to avoid liability
  • “Insider trading” policies
  • Use and importance of 10b5-1 plans for insiders
  • Resale of securities and compliance with Rule 144
  • Learn the requirements of Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to avoid the “short-swing” profit rules
  • “Clawback” policies

 

4:00 Adjourn



Instructor(s)
Gary M. Brown ~ Nelson Mullins Riley & Scarborough LLP
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and Corporate Rate ID 786839408. In addition, you can book online at PLI Muse Hotel

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. In addition, you can book online at PLI Millennium Hotel .

 Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

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.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  All SEC Institute products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute 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 SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  All SEC Institute products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.

Alberta (CPD-ALBERTA):  All SEC Institute products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Dubai (CLPD-DUBAI):  SEC Institute’s workshops may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops 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:  SEC Institute’s workshops 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):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  SEC Institute’s workshops may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  SEC Institute’s workshops may fulfill CFP credit requirements.

 

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training, which often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including when the “duty to disclose” arises, the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.

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 and guidance, including Reg FD and Reg G (“non-GAAP financial measures”)
  • How to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments in SEC reporting, including expansion of the smaller reporting company system
  • 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, proxy statement 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 for Financial Professionals,” 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


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.

Day One: 9:00 a.m. - 5:15 p.m.

9:00 Opening Remarks and Introductions

9:15 Overview of the SEC's Requirements
  • Understand the Securities Act and Exchange Act and their interrelationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K and the Staff Accounting and Staff Legal Bulletins, is the foundation for preparing SEC filings
  • Learn to use SEC resources in the research and preparation process
  • Understand how to work with the SEC in the filing review process


10:30 Networking Break

10:45 Disclosure Basics  
  • Understanding the “duty to disclose”
  • Duty to update; duty to correct
  • “Materiality”
  • “Risk Factor” disclosure
  • Understanding the significance of the 1995 Private Securities Litigation Reform Act and its “safe harbor” protection from liability for forward-looking statements
  • The “bespeaks caution” doctrine
  • Regulation FD and related communication issues
  • Building a comprehensive communication policy


12:15 Networking Luncheon

12:45 Registering Securities for Sale Under the Securities Act of 1933
  • Basic rule: unless exempt, register
  • Review of primary exemptions, including Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms S-1 and S-3
  • Size matters – WKSIs, “smaller reporting companies” and “emerging growth companies”
  • SEC review procedures


2:00 Networking Break

2:15 Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q  
  • Learn how to prepare and review Forms 10-K and 10-Q
  • The expanded ”smaller reporting company” system
  • Deal with key disclosures and challenges
  • Discuss internal control over financial reporting and its importance in the reporting process
  • Discuss disclosure controls and their importance in the reporting process
  • Assuring conformity between the financial statements and non-financial disclosures
  • Working with auditors in the financial reporting process
  • Understand the impact of the PCAOB on companies and auditors
  • New accounting issues and their impact, including revenue recognition and lease accounting
  • Certification requirements
  • Exhibit requirements
  • Coordinating the 10-K with the proxy materials and annual report to shareholders


4:15 Ethical Dilemmas in Preparation and Review of SEC Filings
  • Ethical considerations in SEC practice
  • Real-life example case studies
  • Lawyers as “gatekeepers” and targets
  • The SEC’s “reporting up” rules
  • Rule 2(e) (now 102(e)) proceedings
  • Experience under the whistleblower rules

 

5:15  Adjourn



Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Current Reports on Form 8-K
  • Events triggering a Form 8-K filing obligation
  • What information must be reported
  • “Furnished” versus “filed” reports
  • Filing deadlines
  • Effects on S-3 eligibility
  • The “safe harbor”
  • The quarterly disclosure process and related 8-K for earnings releases
  • Ensuring adequate disclosure controls for timely 8-K filings
  • Detailed review of frequently used 8-K items
  • 8-K “traps” and the importance of corporate planning


10:00 Networking Break

10:15 Proxy Statements and Annual Reports to Shareholders
  • Learn the proxy process and information requirements – planning for your annual shareholders meeting
  • Preliminary and definitive filing requirements
  • Basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determining the “named executive officers”
  • Developments in “perquisite” disclosure
  • Drafting CD&A and related compensation disclosures
  • Responding to shareholder proposals


11:45 Networking Luncheon

12:15 Management's Discussion and Analysis (MD&A)
  • SEC guidance including for MD&A structure and content
  • Key SEC MD&A enforcement actions and frequent SEC review comments


2:15 Networking Break

2:30 Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
  • “Insider trading” – what it is and how to avoid liability
  • “Insider trading” policies
  • Use and importance of 10b5-1 plans for insiders
  • Resale of securities and compliance with Rule 144
  • Learn the requirements of Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to avoid the “short-swing” profit rules
  • “Clawback” policies

 

4:00 Adjourn



Instructor(s)
Gary M. Brown ~ Nelson Mullins Riley & Scarborough LLP
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

Dallas Seminar Location and Hotel Accommodations

To be Determined

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.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  All SEC Institute products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute 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 SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  All SEC Institute products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.

Alberta (CPD-ALBERTA):  All SEC Institute products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Dubai (CLPD-DUBAI):  SEC Institute’s workshops may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops 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:  SEC Institute’s workshops 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):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  SEC Institute’s workshops may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  SEC Institute’s workshops may fulfill CFP credit requirements.

 

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training, which often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including when the “duty to disclose” arises, the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.

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 and guidance, including Reg FD and Reg G (“non-GAAP financial measures”)
  • How to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments in SEC reporting, including expansion of the smaller reporting company system
  • 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, proxy statement 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 for Financial Professionals,” 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


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.

Day One: 9:00 a.m. - 5:15 p.m.

9:00 Opening Remarks and Introductions

9:15 Overview of the SEC's Requirements
  • Understand the Securities Act and Exchange Act and their interrelationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K and the Staff Accounting and Staff Legal Bulletins, is the foundation for preparing SEC filings
  • Learn to use SEC resources in the research and preparation process
  • Understand how to work with the SEC in the filing review process


10:30 Networking Break

10:45 Disclosure Basics  
  • Understanding the “duty to disclose”
  • Duty to update; duty to correct
  • “Materiality”
  • “Risk Factor” disclosure
  • Understanding the significance of the 1995 Private Securities Litigation Reform Act and its “safe harbor” protection from liability for forward-looking statements
  • The “bespeaks caution” doctrine
  • Regulation FD and related communication issues
  • Building a comprehensive communication policy


12:15 Networking Luncheon

12:45 Registering Securities for Sale Under the Securities Act of 1933
  • Basic rule: unless exempt, register
  • Review of primary exemptions, including Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms S-1 and S-3
  • Size matters – WKSIs, “smaller reporting companies” and “emerging growth companies”
  • SEC review procedures


2:00 Networking Break

2:15 Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q  
  • Learn how to prepare and review Forms 10-K and 10-Q
  • The expanded ”smaller reporting company” system
  • Deal with key disclosures and challenges
  • Discuss internal control over financial reporting and its importance in the reporting process
  • Discuss disclosure controls and their importance in the reporting process
  • Assuring conformity between the financial statements and non-financial disclosures
  • Working with auditors in the financial reporting process
  • Understand the impact of the PCAOB on companies and auditors
  • New accounting issues and their impact, including revenue recognition and lease accounting
  • Certification requirements
  • Exhibit requirements
  • Coordinating the 10-K with the proxy materials and annual report to shareholders


4:15 Ethical Dilemmas in Preparation and Review of SEC Filings
  • Ethical considerations in SEC practice
  • Real-life example case studies
  • Lawyers as “gatekeepers” and targets
  • The SEC’s “reporting up” rules
  • Rule 2(e) (now 102(e)) proceedings
  • Experience under the whistleblower rules

 

5:15  Adjourn



Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Current Reports on Form 8-K
  • Events triggering a Form 8-K filing obligation
  • What information must be reported
  • “Furnished” versus “filed” reports
  • Filing deadlines
  • Effects on S-3 eligibility
  • The “safe harbor”
  • The quarterly disclosure process and related 8-K for earnings releases
  • Ensuring adequate disclosure controls for timely 8-K filings
  • Detailed review of frequently used 8-K items
  • 8-K “traps” and the importance of corporate planning


10:00 Networking Break

10:15 Proxy Statements and Annual Reports to Shareholders
  • Learn the proxy process and information requirements – planning for your annual shareholders meeting
  • Preliminary and definitive filing requirements
  • Basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determining the “named executive officers”
  • Developments in “perquisite” disclosure
  • Drafting CD&A and related compensation disclosures
  • Responding to shareholder proposals


11:45 Networking Luncheon

12:15 Management's Discussion and Analysis (MD&A)
  • SEC guidance including for MD&A structure and content
  • Key SEC MD&A enforcement actions and frequent SEC review comments


2:15 Networking Break

2:30 Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
  • “Insider trading” – what it is and how to avoid liability
  • “Insider trading” policies
  • Use and importance of 10b5-1 plans for insiders
  • Resale of securities and compliance with Rule 144
  • Learn the requirements of Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to avoid the “short-swing” profit rules
  • “Clawback” policies

 

4:00 Adjourn



Instructor(s)
Gary M. Brown ~ Nelson Mullins Riley & Scarborough LLP
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI
Chicago Seminar Location and Hotel Accommodations

To be Determined

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.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  All SEC Institute products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute 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 SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  All SEC Institute products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.

Alberta (CPD-ALBERTA):  All SEC Institute products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Dubai (CLPD-DUBAI):  SEC Institute’s workshops may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops 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:  SEC Institute’s workshops 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):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  SEC Institute’s workshops may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  SEC Institute’s workshops may fulfill CFP credit requirements.

 

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training, which often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including when the “duty to disclose” arises, the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.

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 and guidance, including Reg FD and Reg G (“non-GAAP financial measures”)
  • How to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments in SEC reporting, including expansion of the smaller reporting company system
  • 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, proxy statement 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 for Financial Professionals,” 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


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.

Day One: 9:00 a.m. - 5:15 p.m.

9:00 Opening Remarks and Introductions

9:15 Overview of the SEC's Requirements
  • Understand the Securities Act and Exchange Act and their interrelationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K and the Staff Accounting and Staff Legal Bulletins, is the foundation for preparing SEC filings
  • Learn to use SEC resources in the research and preparation process
  • Understand how to work with the SEC in the filing review process


10:30 Networking Break

10:45 Disclosure Basics  
  • Understanding the “duty to disclose”
  • Duty to update; duty to correct
  • “Materiality”
  • “Risk Factor” disclosure
  • Understanding the significance of the 1995 Private Securities Litigation Reform Act and its “safe harbor” protection from liability for forward-looking statements
  • The “bespeaks caution” doctrine
  • Regulation FD and related communication issues
  • Building a comprehensive communication policy


12:15 Networking Luncheon

12:45 Registering Securities for Sale Under the Securities Act of 1933
  • Basic rule: unless exempt, register
  • Review of primary exemptions, including Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms S-1 and S-3
  • Size matters – WKSIs, “smaller reporting companies” and “emerging growth companies”
  • SEC review procedures


2:00 Networking Break

2:15 Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q  
  • Learn how to prepare and review Forms 10-K and 10-Q
  • The expanded ”smaller reporting company” system
  • Deal with key disclosures and challenges
  • Discuss internal control over financial reporting and its importance in the reporting process
  • Discuss disclosure controls and their importance in the reporting process
  • Assuring conformity between the financial statements and non-financial disclosures
  • Working with auditors in the financial reporting process
  • Understand the impact of the PCAOB on companies and auditors
  • New accounting issues and their impact, including revenue recognition and lease accounting
  • Certification requirements
  • Exhibit requirements
  • Coordinating the 10-K with the proxy materials and annual report to shareholders


4:15 Ethical Dilemmas in Preparation and Review of SEC Filings
  • Ethical considerations in SEC practice
  • Real-life example case studies
  • Lawyers as “gatekeepers” and targets
  • The SEC’s “reporting up” rules
  • Rule 2(e) (now 102(e)) proceedings
  • Experience under the whistleblower rules

 

5:15  Adjourn



Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Current Reports on Form 8-K
  • Events triggering a Form 8-K filing obligation
  • What information must be reported
  • “Furnished” versus “filed” reports
  • Filing deadlines
  • Effects on S-3 eligibility
  • The “safe harbor”
  • The quarterly disclosure process and related 8-K for earnings releases
  • Ensuring adequate disclosure controls for timely 8-K filings
  • Detailed review of frequently used 8-K items
  • 8-K “traps” and the importance of corporate planning


10:00 Networking Break

10:15 Proxy Statements and Annual Reports to Shareholders
  • Learn the proxy process and information requirements – planning for your annual shareholders meeting
  • Preliminary and definitive filing requirements
  • Basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determining the “named executive officers”
  • Developments in “perquisite” disclosure
  • Drafting CD&A and related compensation disclosures
  • Responding to shareholder proposals


11:45 Networking Luncheon

12:15 Management's Discussion and Analysis (MD&A)
  • SEC guidance including for MD&A structure and content
  • Key SEC MD&A enforcement actions and frequent SEC review comments


2:15 Networking Break

2:30 Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
  • “Insider trading” – what it is and how to avoid liability
  • “Insider trading” policies
  • Use and importance of 10b5-1 plans for insiders
  • Resale of securities and compliance with Rule 144
  • Learn the requirements of Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to avoid the “short-swing” profit rules
  • “Clawback” policies

 

4:00 Adjourn



Instructor(s)
Gary M. Brown ~ Nelson Mullins Riley & Scarborough LLP
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

San Francisco Seminar Location

PLI California Center, 685 Market Street, San Francisco, California 94105. (800) 260-4754.

San Francisco Hotel Accommodations

Park Central Hotel, 50 Third Street, San Francisco, CA 94103. 415-974-6400. When calling, please mention PLI and SET#287179. In addition, you may book online at Park Central Hotel PLI.

Omni Hotel San Francisco, 500 California Street, San Francisco, CA 94104. 415-677-9494.  When calling, please mention Practising Law Institute.  You may also book online at PLI Omni 2018.

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

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.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  All SEC Institute products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute 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 SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  All SEC Institute products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.

Alberta (CPD-ALBERTA):  All SEC Institute products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Dubai (CLPD-DUBAI):  SEC Institute’s workshops may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops 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:  SEC Institute’s workshops 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):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  SEC Institute’s workshops may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  SEC Institute’s workshops may fulfill CFP credit requirements.

 

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training, which often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including when the “duty to disclose” arises, the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.

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 and guidance, including Reg FD and Reg G (“non-GAAP financial measures”)
  • How to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • How to ensure compliance by executives with Section 16 reporting
  • How to write an effective MD&A
  • Latest developments in SEC reporting, including expansion of the smaller reporting company system
  • 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, proxy statement 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 for Financial Professionals,” 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


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.

Day One: 9:00 a.m. - 5:15 p.m.

9:00 Opening Remarks and Introductions

9:15 Overview of the SEC's Requirements
• Understand the Securities Act and Exchange Act and their interrelationships
• Learn how the SEC’s integrated disclosure system, including Regulations S- X and S-K and the Staff Accounting and Staff Legal Bulletins, is the foundation for preparing SEC filings
• Learn to use SEC resources in the research and preparation process
• Understand how to work with the SEC in the filing review process



10:30 Networking Break

10:45 Disclosure Basics  
  • Understanding the “duty to disclose”
  • Duty to update; duty to correct
  • “Materiality”
  • “Risk Factor” disclosure
  • Understanding the significance of the 1995 Private Securities Litigation Reform Act and its “safe harbor” protection from liability for forward-looking statements
  • The “bespeaks caution” doctrine
  • Regulation FD and related communication issues
  • Building a comprehensive communication policy


12:15 Networking Luncheon

12:45 Registering Securities for Sale Under the Securities Act of 1933
  • Basic rule: unless exempt, register
  • Review of primary exemptions, including Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms S-1 and S-3
  • Size matters – WKSIs, “smaller reporting companies” and “emerging growth companies”
  • SEC review procedures


2:00 Networking Break

2:15 Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q  
  • Learn how to prepare and review Forms 10-K and 10-Q
  • The expanded ”smaller reporting company” system
  • Deal with key disclosures and challenges
  • Discuss internal control over financial reporting and its importance in the reporting process
  • Discuss disclosure controls and their importance in the reporting process
  • Assuring conformity between the financial statements and non-financial disclosures
  • Working with auditors in the financial reporting process
  • Understand the impact of the PCAOB on companies and auditors
  • New accounting issues and their impact, including revenue recognition and lease accounting
  • Certification requirements
  • Exhibit requirements
  • Coordinating the 10-K with the proxy materials and annual report to shareholders


4:15 Ethical Dilemmas in Preparation and Review of SEC Filings
  • Ethical considerations in SEC practice
  • Real-life example case studies
  • Lawyers as “gatekeepers” and targets
  • The SEC’s “reporting up” rules
  • Rule 2(e) (now 102(e)) proceedings
  • Experience under the whistleblower rules

 

5:15  Adjourn



Day Two: 8:30 a.m. - 4:00 p.m.

8:30 Current Reports on Form 8-K
  • Events triggering a Form 8-K filing obligation
  • What information must be reported
  • “Furnished” versus “filed” reports
  • Filing deadlines
  • Effects on S-3 eligibility
  • The “safe harbor”
  • The quarterly disclosure process and related 8-K for earnings releases
  • Ensuring adequate disclosure controls for timely 8-K filings
  • Detailed review of frequently used 8-K items
  • 8-K “traps” and the importance of corporate planning


10:00 Networking Break

10:15 Proxy Statements and Annual Reports to Shareholders
  • Learn the proxy process and information requirements – planning for your annual shareholders meeting
  • Preliminary and definitive filing requirements
  • Basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determining the “named executive officers”
  • Developments in “perquisite” disclosure
  • Drafting CD&A and related compensation disclosures
  • Responding to shareholder proposals


11:45 Networking Luncheon

12:15 Management's Discussion and Analysis (MD&A)
  • SEC guidance including for MD&A structure and content
  • Key SEC MD&A enforcement actions and frequent SEC review comments


2:15 Networking Break

2:30 Staying Out of Trouble: Insider Trading and Liability Risks for Corporate Officers, Directors and Principal Shareholders
  • “Insider trading” – what it is and how to avoid liability
  • “Insider trading” policies
  • Use and importance of 10b5-1 plans for insiders
  • Resale of securities and compliance with Rule 144
  • Learn the requirements of Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to avoid the “short-swing” profit rules
  • “Clawback” policies

 

4:00 Adjourn



Instructor(s)
Gary M. Brown ~ Nelson Mullins Riley & Scarborough LLP
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

Atlanta Seminar Location and Hotel Accommodations

To be Determined

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.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  All SEC Institute products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute 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 SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  All SEC Institute products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

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

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

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

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.

Alberta (CPD-ALBERTA):  All SEC Institute products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Dubai (CLPD-DUBAI):  SEC Institute’s workshops may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops 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:  SEC Institute’s workshops 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):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  SEC Institute’s workshops may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  SEC Institute’s workshops may fulfill CFP credit requirements.

 

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