Seminar  Workshop

SEC Reporting and Practice Skills Workshop for Lawyers 2018


Select a Location:

Why You Should Attend

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

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

What You Will Learn

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

What You Should Bring

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

Who Should Attend

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

Prerequisites:  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 inter-relationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K, 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 the new Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms – S-1 and S-3
  • Size matters – WKSIs and “Emerging Growth Companies”
  • Confidential treatment requests
  • 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
  • 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
  • Review the new SEC rule for pay ratio disclosures
  • Review the status of the SEC’s pay vs. performance disclosure rule proposal and other Dodd-Frank projects
  • Preliminary and definitive proxy filing requirements
  • Drafting CD&A and related compensation disclosures
  • Proxy statements required for other shareholder votes, acquisitions, etc.
  • 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

  • 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
  • Resale of securities and compliance with Rule 144
  • “Insider trading” – what it is and how to avoid liability
    • “Insider trading” policies
    • Use and importance of 10b5-1 plans for insiders
  • Sarbanes-Oxley and Dodd-Frank “clawback” rules
(CFE Field of Study: Fraud)

4:00 Adjourn

Instructor(s)
Gary M. Brown ~ Chief Executive Officer, CMG Life Services Inc.
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 Hotel 2017.

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

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

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

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.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

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.

Why You Should Attend

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

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

What You Will Learn

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

What You Should Bring

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

Who Should Attend

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

Prerequisites:  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 inter-relationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K, 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 the new Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms – S-1 and S-3
  • Size matters – WKSIs and “Emerging Growth Companies”
  • Confidential treatment requests
  • 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
  • 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
  • Review the new SEC rule for pay ratio disclosures
  • Review the status of the SEC’s pay vs. performance disclosure rule proposal and other Dodd-Frank projects
  • Preliminary and definitive proxy filing requirements
  • Drafting CD&A and related compensation disclosures
  • Proxy statements required for other shareholder votes, acquisitions, etc.
  • 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

  • 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
  • Resale of securities and compliance with Rule 144
  • “Insider trading” – what it is and how to avoid liability
    • “Insider trading” policies
    • Use and importance of 10b5-1 plans for insiders
  • Sarbanes-Oxley and Dodd-Frank “clawback” rules
(CFE Field of Study: Fraud)

4:00 Adjourn

Instructor(s)
Gary M. Brown ~ Chief Executive Officer, CMG Life Services Inc.
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 (at 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 rate code PLII. You can also Book Online- Kimpton.

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. You can also book online.

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

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

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

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.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

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.

Why You Should Attend

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

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

What You Will Learn

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

What You Should Bring

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

Who Should Attend

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

Prerequisites:  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 inter-relationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K, 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 the new Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms – S-1 and S-3
  • Size matters – WKSIs and “Emerging Growth Companies”
  • Confidential treatment requests
  • 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
  • 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
  • Review the new SEC rule for pay ratio disclosures
  • Review the status of the SEC’s pay vs. performance disclosure rule proposal and other Dodd-Frank projects
  • Preliminary and definitive proxy filing requirements
  • Drafting CD&A and related compensation disclosures
  • Proxy statements required for other shareholder votes, acquisitions, etc.
  • 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

  • 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
  • Resale of securities and compliance with Rule 144
  • “Insider trading” – what it is and how to avoid liability
    • “Insider trading” policies
    • Use and importance of 10b5-1 plans for insiders
  • Sarbanes-Oxley and Dodd-Frank “clawback” rules
(CFE Field of Study: Fraud)

4:00 Adjourn

Instructor(s)
Gary M. Brown ~ Chief Executive Officer, CMG Life Services Inc.
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 Hotel 2017.

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

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

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

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.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

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.

Why You Should Attend

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

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

What You Will Learn

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

What You Should Bring

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

Who Should Attend

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

Prerequisites:  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 inter-relationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K, 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 the new Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms – S-1 and S-3
  • Size matters – WKSIs and “Emerging Growth Companies”
  • Confidential treatment requests
  • 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
  • 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
  • Review the new SEC rule for pay ratio disclosures
  • Review the status of the SEC’s pay vs. performance disclosure rule proposal and other Dodd-Frank projects
  • Preliminary and definitive proxy filing requirements
  • Drafting CD&A and related compensation disclosures
  • Proxy statements required for other shareholder votes, acquisitions, etc.
  • 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

  • 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
  • Resale of securities and compliance with Rule 144
  • “Insider trading” – what it is and how to avoid liability
    • “Insider trading” policies
    • Use and importance of 10b5-1 plans for insiders
  • Sarbanes-Oxley and Dodd-Frank “clawback” rules
(CFE Field of Study: Fraud)

4:00 Adjourn

Instructor(s)
Gary M. Brown ~ Chief Executive Officer, CMG Life Services Inc.
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 (at 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 rate code PLII. You can also Book Online- Kimpton.

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. You can also book online.

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

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

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

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.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

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.

Why You Should Attend

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

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

What You Will Learn

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

What You Should Bring

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

Who Should Attend

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

Prerequisites:  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 inter-relationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K, 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 the new Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms – S-1 and S-3
  • Size matters – WKSIs and “Emerging Growth Companies”
  • Confidential treatment requests
  • 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
  • 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
  • Review the new SEC rule for pay ratio disclosures
  • Review the status of the SEC’s pay vs. performance disclosure rule proposal and other Dodd-Frank projects
  • Preliminary and definitive proxy filing requirements
  • Drafting CD&A and related compensation disclosures
  • Proxy statements required for other shareholder votes, acquisitions, etc.
  • 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

  • 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
  • Resale of securities and compliance with Rule 144
  • “Insider trading” – what it is and how to avoid liability
    • “Insider trading” policies
    • Use and importance of 10b5-1 plans for insiders
  • Sarbanes-Oxley and Dodd-Frank “clawback” rules
(CFE Field of Study: Fraud)

4:00 Adjourn

Instructor(s)
Gary M. Brown ~ Chief Executive Officer, CMG Life Services Inc.
George M. Wilson, MBA, CPA ~ Director, SEC Institute, a Division of PLI
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI
The Fairmont Hotel, 1717 N. Akard Street, Dallas, TX 75201

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

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

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

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.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

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.

Why You Should Attend

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

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

What You Will Learn

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

What You Should Bring

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

Who Should Attend

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

Prerequisites:  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.

222138 Lawyers SEC Rep Wk2018CHI 10/25/2018-10/26/2018

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 inter-relationships
  • Learn how the SEC’s integrated disclosure system, including Regulations S-X and S-K, 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 the new Regulation “A+”
  • Communication rules – “gun jumping”
  • Registration Forms – S-1 and S-3
  • Size matters – WKSIs and “Emerging Growth Companies”
  • Confidential treatment requests
  • 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
  • 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
  • Review the new SEC rule for pay ratio disclosures
  • Review the status of the SEC’s pay vs. performance disclosure rule proposal and other Dodd-Frank projects
  • Preliminary and definitive proxy filing requirements
  • Drafting CD&A and related compensation disclosures
  • Proxy statements required for other shareholder votes, acquisitions, etc.
  • 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

  • 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
  • Resale of securities and compliance with Rule 144
  • “Insider trading” – what it is and how to avoid liability
    • “Insider trading” policies
    • Use and importance of 10b5-1 plans for insiders
  • Sarbanes-Oxley and Dodd-Frank “clawback” rules
(CFE Field of Study: Fraud)

4:00 Adjourn
Instructor(s)
Gary M. Brown ~ Chief Executive Officer, CMG Life Services Inc.
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

University of Chicago Gleacher Center, 450 N. Cityfront Plaza Drive, Chicago, Il 60611. (312) 464-8787.

Hotel Accommodation

Intercontinental Hotel Chicago, 505 N. Michigan Avenue, Chicago, IL 60611. (312) 944-4100. Please contact the hotel directly for the preferred rate and mention Practising Law Institute or Corporate ID 100312169.  You may also book online at PRACTISING LAW INSTITUTE.    Please note that the rate is a corporate and not a group rate. 

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

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

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

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.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

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.

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