Seminar  Program

Securities Filings 2018: Practical Guidance in a Changing Environment


Select a Location:

Why You Should Attend

This popular two-day program will analyze in detail the forms used for filings with the SEC under the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), with particular emphasis on the mechanics of and timing for assembling particular filings. Each segment of the program will incorporate practical tips and/or interactive drafting exercises. Ethics credit and recent legislation and SEC rule changes affecting disclosure obligations will be woven within the topics covered.

 

What You Will Learn

• Exchange Act registration and reporting, including Forms 10-K, 10-Q, 8-K and more

• Securities Act registration statements, including discussion of eligibility, drafting, incorporation by reference, “experts,” consents, and “shelf” registration, as well as the confidential filing process for “emerging growth companies”

• A broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process, and year-end timing and filing issues, the “say-on-pay” rules, exchange listing standards for compensation committee members, and compensation adviser disclosures

• Mechanics and implications of risk disclosures in both Securities Act and Exchange Act filings

• A review of procedures in the SEC’s Division of Corporation Finance

Special Features

  • Earn one hour of Ethics credit

Who Should Attend

Practitioners interested in learning about and understanding the securities laws, as well as those who would like a review of the area will find this program useful. Securities Filings 2018 may also be suitable for other corporate, litigation, business law attorneys, and allied professionals who handle cases where issues under the securities laws can arise.

Program Level: Overview

Intended Audience: In-house counsel, outside attorneys, and other allied professionals responsible for the preparation of public reporting documents.

Prerequisites: A background in the preparation of public reporting and disclosure documents.

Advanced Preparation: None 


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

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. - 5:00 p.m.

9:00 Opening Remarks

 

Speakers: Steven V. Bernard

9:15 Overview of the Federal Securities Laws

• Securities Act of 1933 and related forms
• Securities Exchange Act of 1934 and related forms
• Integrated disclosure system
• Regulation S-K — Summary of Line Item Disclosure
• Regulation S-X

 

Speakers: Steven V. Bernard, Catherine M. Clarkin

10:15 Filings Under the ’34 Securities Act

• Registration, deregistration and filing "triggers"
• Section 13 filing requirements
• Section 14 filing requirements
• Section 16 filing requirements
• Company versus third party filings

 

Speakers: Keir D. Gumbs

11:15 Networking Break

 



11:30 The Disclosure Cycle and Related Securities Filings

A.     The Duty to Disclose
• Disclosure beyond the line items: the sources of the duty to disclose
• Duty to update and duty to correct
• Missing guidance – breaking the bad news
B. Quarterly Earnings Cycle
• Earnings announcements and related filings.  Investor/analyst webcasts and providing “guidance”
• Regulations G and FD and their effects on filings
• Quarterly report on Form 10-Q
C. Form 10-K Disclosure Requirements
• Summary of contents
• Coordination with proxy materials

 

Speakers: Steven V. Bernard

12:30 Lunch Break

 



1:30 Current Report on Securities Filing Form 8-K

• Events triggering obligation to file
• Use of 8-K to satisfy other filing requirements
• “Furnished” vs. “filed” reports
• The “safe harbor”
• 8-K “traps” and the importance of corporate planning

 

Speakers: Lillian Brown

2:30 SEC Filings: MD&A and the Annual Report to Shareholders

• Relationship to financial statements and financial disclosure
• Current Commission focus on MD&A topics
• Enforcement actions
• Additional disclosure items for the annual report to shareholders
• MD&A drafting pointers

 

Speakers: Steven V. Bernard, Jeffrey S. Hochman

3:45 Networking Break

 



4:00 SEC Filings: Proxy Statements

• Up-to-the- minute overview of rules
• Preliminary and definitive filings
• Shareholder proposal process – effects of SLB14H
• Current status of the Pay for Performance, Pay Ratio and Incentive Pay “clawback” Rules
• Drafting CD&A and related compensation disclosures

 

Speakers: Mark A. Borges

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 Deconstructing the Registration Statement; the Securities Regulatory Process

• Form eligibility considerations (e.g., S-1, S-3)
• The drafting process and how to add value
• The confidential review process for “emerging growth companies”
• Making the initial filing
• Responding to SEC comments
• Confidential treatment requests
• Incorporation by reference
• Section 5 and the communication rules
• “Testing the waters”
• Electronic road shows
• Liability issues and considerations
• Risk disclosure
- Drafting risk factors
- PSLRA safe harbor rules
- "Bespeaks caution" doctrine
• Review Procedures in the Division of Corporation Finance
- Brief overview of the division
- Processing '33 Act filings, including confidential submissions
- Current Staff focus

 

Speakers: Gideon Schor, Joshua Wechsler

11:00 Networking Break

 



11:15 Deconstructing the Registration Statement; the Securities Regulatory Process (Cont’d)

• Form eligibility considerations (e.g., S-1, S-3)
• The drafting process and how to add value
• The confidential review process for “emerging growth companies”
• Making the initial filing
• Responding to SEC comments
• Confidential treatment requests
• Incorporation by reference
• Section 5 and the communication rules
• “Testing the waters”
• Electronic road shows
• Liability issues and considerations
• Risk disclosure
- Drafting risk factors
- PSLRA safe harbor rules
- "Bespeaks caution" doctrine
• Review Procedures in the Division of Corporation Finance
- Brief overview of the division
- Processing '33 Act filings, including confidential submissions
- Current Staff focus

 

Speakers: Gideon Schor, Joshua Wechsler

12:30 Lunch Break

 



1:30 Current Issues in Securities Practice

• The new 4(a)(7) exemption and other effects of the FAST Act
• Current and proposed SEC rulemaking including proposed amendments to Rules 147 and 504
• Final crowdfunding rules
• Regulation A+ - one year later
• Recent judicial developments
Discussion among the panelists and the audience of current day issues affecting securities practice in general and securities filings in particular

 

Speakers: Steven V. Bernard, Mark A. Borges, Joshua Wechsler

2:45 Networking Break

 



3:00 Securities Filings in M&A Transactions

• ’33 Act Issues – Form S-4, Rule 144 and resale registration rights
• Tender Offers – Schedules TO, 14D-9 and proxy/information statements
• “Going Private” Transactions – Schedule 13E-3
• Disclosure of merger negotiations – Basic principles

 

Speakers: William J. Chudd

4:00 Ethical Dilemmas in Preparation and Review of SEC Filings

• Ethical considerations in SEC practice
• Lawyers as “gatekeepers” and targets
• The SEC’s “reporting up” rules
• 2(e) (now 102(e)) proceedings
• Experience under the Dodd-Frank whistleblower rules

 

Speakers: Charles F Walker

5:00 Adjourn

Chairperson(s)
Steven V. Bernard ~ Wilson Sonsini Goodrich & Rosati, PC
Speaker(s)
Mark A. Borges ~ Principal, Compensia, Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
William J. Chudd ~ Davis Polk & Wardwell LLP
Catherine M. Clarkin ~ Sullivan & Cromwell LLP
Keir D. Gumbs ~ Covington & Burling LLP
Jeffrey S. Hochman ~ Willkie Farr & Gallagher LLP
Anne Nguyen Parker ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Gideon Schor ~ Wilson Sonsini Goodrich & Rosati, PC
Charles F Walker ~ Skadden Arps Slate Meagher & Flom LLP
Joshua Wechsler ~ Partner, Fried, Frank, Harris, Shriver & Jacobson LLP
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute

New York City Seminar Location

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

New York City Hotel Accommodations

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

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

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

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

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

New York

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

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars 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):  PLI’s live seminars qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

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

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

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

Dubai (CLPD-DUBAI):  PLI’s live seminars may fulfill CLPD credit requirements.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as the “Group-Live” delivery method.

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

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

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars 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):  PLI’s live seminars qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

Why You Should Attend

This popular two-day program will analyze in detail the forms used for filings with the SEC under the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), with particular emphasis on the mechanics of and timing for assembling particular filings. Each segment of the program will incorporate practical tips and/or interactive drafting exercises. Ethics credit and recent legislation and SEC rule changes affecting disclosure obligations will be woven within the topics covered.

 

What You Will Learn

• Exchange Act registration and reporting, including Forms 10-K, 10-Q, 8-K and more

• Securities Act registration statements, including discussion of eligibility, drafting, incorporation by reference, “experts,” consents, and “shelf” registration, as well as the confidential filing process for “emerging growth companies”

• A broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process, and year-end timing and filing issues, the “say-on-pay” rules, exchange listing standards for compensation committee members, and compensation adviser disclosures

• Mechanics and implications of risk disclosures in both Securities Act and Exchange Act filings

• A review of procedures in the SEC’s Division of Corporation Finance

Special Features

  • Earn one hour of Ethics credit

Who Should Attend

Practitioners interested in learning about and understanding the securities laws, as well as those who would like a review of the area will find this program useful. Securities Filings 2018 may also be suitable for other corporate, litigation, business law attorneys, and allied professionals who handle cases where issues under the securities laws can arise.

Program Level: Overview

Intended Audience: In-house counsel, outside attorneys, and other allied professionals responsible for the preparation of public reporting documents.

Prerequisites: A background in the preparation of public reporting and disclosure documents.

Advanced Preparation: None 


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

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. - 5:00 p.m.

9:00 Opening Remarks

 

Speakers: Steven V. Bernard

9:15 Overview of the Federal Securities Laws

• Securities Act of 1933 and related forms
• Securities Exchange Act of 1934 and related forms
• Integrated disclosure system
• Regulation S-K — Summary of Line Item Disclosure
• Regulation S-X

 

Speakers: Steven V. Bernard, Catherine M. Clarkin

10:15 Filings Under the ’34 Securities Act

• Registration, deregistration and filing "triggers"
• Section 13 filing requirements
• Section 14 filing requirements
• Section 16 filing requirements
• Company versus third party filings

 

Speakers: Keir D. Gumbs

11:15 Networking Break

 



11:30 The Disclosure Cycle and Related Securities Filings

A.     The Duty to Disclose
• Disclosure beyond the line items: the sources of the duty to disclose
• Duty to update and duty to correct
• Missing guidance – breaking the bad news
B. Quarterly Earnings Cycle
• Earnings announcements and related filings.  Investor/analyst webcasts and providing “guidance”
• Regulations G and FD and their effects on filings
• Quarterly report on Form 10-Q
C. Form 10-K Disclosure Requirements
• Summary of contents
• Coordination with proxy materials

 

Speakers: Steven V. Bernard

12:30 Lunch Break

 



1:30 Current Report on Securities Filing Form 8-K

• Events triggering obligation to file
• Use of 8-K to satisfy other filing requirements
• “Furnished” vs. “filed” reports
• The “safe harbor”
• 8-K “traps” and the importance of corporate planning

 

Speakers: Lillian Brown

2:30 SEC Filings: MD&A and the Annual Report to Shareholders

• Relationship to financial statements and financial disclosure
• Current Commission focus on MD&A topics
• Enforcement actions
• Additional disclosure items for the annual report to shareholders
• MD&A drafting pointers

 

Speakers: Steven V. Bernard, Jeffrey S. Hochman

3:45 Networking Break

 



4:00 SEC Filings: Proxy Statements

• Up-to-the- minute overview of rules
• Preliminary and definitive filings
• Shareholder proposal process – effects of SLB14H
• Current status of the Pay for Performance, Pay Ratio and Incentive Pay “clawback” Rules
• Drafting CD&A and related compensation disclosures

 

Speakers: Mark A. Borges

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 Deconstructing the Registration Statement; the Securities Regulatory Process

• Form eligibility considerations (e.g., S-1, S-3)
• The drafting process and how to add value
• The confidential review process for “emerging growth companies”
• Making the initial filing
• Responding to SEC comments
• Confidential treatment requests
• Incorporation by reference
• Section 5 and the communication rules
• “Testing the waters”
• Electronic road shows
• Liability issues and considerations
• Risk disclosure
- Drafting risk factors
- PSLRA safe harbor rules
- "Bespeaks caution" doctrine
• Review Procedures in the Division of Corporation Finance
- Brief overview of the division
- Processing '33 Act filings, including confidential submissions
- Current Staff focus

 

Speakers: Gideon Schor, Joshua Wechsler

11:00 Networking Break

 



11:15 Deconstructing the Registration Statement; the Securities Regulatory Process (Cont’d)

• Form eligibility considerations (e.g., S-1, S-3)
• The drafting process and how to add value
• The confidential review process for “emerging growth companies”
• Making the initial filing
• Responding to SEC comments
• Confidential treatment requests
• Incorporation by reference
• Section 5 and the communication rules
• “Testing the waters”
• Electronic road shows
• Liability issues and considerations
• Risk disclosure
- Drafting risk factors
- PSLRA safe harbor rules
- "Bespeaks caution" doctrine
• Review Procedures in the Division of Corporation Finance
- Brief overview of the division
- Processing '33 Act filings, including confidential submissions
- Current Staff focus

 

Speakers: Gideon Schor, Joshua Wechsler

12:30 Lunch Break

 



1:30 Current Issues in Securities Practice

• The new 4(a)(7) exemption and other effects of the FAST Act
• Current and proposed SEC rulemaking including proposed amendments to Rules 147 and 504
• Final crowdfunding rules
• Regulation A+ - one year later
• Recent judicial developments
Discussion among the panelists and the audience of current day issues affecting securities practice in general and securities filings in particular

 

Speakers: Steven V. Bernard, Mark A. Borges, Joshua Wechsler

2:45 Networking Break

 



3:00 Securities Filings in M&A Transactions

• ’33 Act Issues – Form S-4, Rule 144 and resale registration rights
• Tender Offers – Schedules TO, 14D-9 and proxy/information statements
• “Going Private” Transactions – Schedule 13E-3
• Disclosure of merger negotiations – Basic principles

 

Speakers: William J. Chudd

4:00 Ethical Dilemmas in Preparation and Review of SEC Filings

• Ethical considerations in SEC practice
• Lawyers as “gatekeepers” and targets
• The SEC’s “reporting up” rules
• 2(e) (now 102(e)) proceedings
• Experience under the Dodd-Frank whistleblower rules

 

Speakers: Charles F Walker

5:00 Adjourn

Chairperson(s)
Steven V. Bernard ~ Wilson Sonsini Goodrich & Rosati, PC
Speaker(s)
Mark A. Borges ~ Principal, Compensia, Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
William J. Chudd ~ Davis Polk & Wardwell LLP
Catherine M. Clarkin ~ Sullivan & Cromwell LLP
Keir D. Gumbs ~ Covington & Burling LLP
Jeffrey S. Hochman ~ Willkie Farr & Gallagher LLP
Anne Nguyen Parker ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Gideon Schor ~ Wilson Sonsini Goodrich & Rosati, PC
Charles F Walker ~ Skadden Arps Slate Meagher & Flom LLP
Joshua Wechsler ~ Partner, Fried, Frank, Harris, Shriver & Jacobson LLP
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, 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.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

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

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

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

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

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

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

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

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

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

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

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

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

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

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

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

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

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

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

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

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

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

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

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

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

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

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

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

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

New York

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

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

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

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

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

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

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

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

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

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

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

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

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

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

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

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

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

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

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

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

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

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts 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):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

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

Dubai (CLPD-DUBAI):  PLI’s live webcasts may fulfill CLPD credit requirements.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as the “Group-Internet-Based” (GIB) delivery method.

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

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

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts 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):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live webcasts may fulfill CFP credit requirements.

 

Why You Should Attend

This popular two-day program will analyze in detail the forms used for filings with the SEC under the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”), with particular emphasis on the mechanics of and timing for assembling particular filings. Each segment of the program will incorporate practical tips and/or interactive drafting exercises. Ethics credit and recent legislation and SEC rule changes affecting disclosure obligations will be woven within the topics covered.

 

What You Will Learn

• Exchange Act registration and reporting, including Forms 10-K, 10-Q, 8-K and more

• Securities Act registration statements, including discussion of eligibility, drafting, incorporation by reference, “experts,” consents, and “shelf” registration, as well as the confidential filing process for “emerging growth companies”

• A broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process, and year-end timing and filing issues, the “say-on-pay” rules, exchange listing standards for compensation committee members, and compensation adviser disclosures

• Mechanics and implications of risk disclosures in both Securities Act and Exchange Act filings

• A review of procedures in the SEC’s Division of Corporation Finance

Special Features

  • Earn one hour of Ethics credit

Who Should Attend

Practitioners interested in learning about and understanding the securities laws, as well as those who would like a review of the area will find this program useful. Securities Filings 2018 may also be suitable for other corporate, litigation, business law attorneys, and allied professionals who handle cases where issues under the securities laws can arise.

Program Level: Overview

Intended Audience: In-house counsel, outside attorneys, and other allied professionals responsible for the preparation of public reporting documents.

Prerequisites: A background in the preparation of public reporting and disclosure documents.

Advanced Preparation: None 


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

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. - 5:00 p.m.

9:00 Opening Remarks

 

Speakers: Steven V. Bernard

9:15 Overview of the Federal Securities Laws

• Securities Act of 1933 and related forms
• Securities Exchange Act of 1934 and related forms
• Integrated disclosure system
• Regulation S-K — Summary of Line Item Disclosure
• Regulation S-X

 

Speakers: Steven V. Bernard, Catherine M. Clarkin

10:15 Filings Under the ’34 Securities Act

• Registration, deregistration and filing "triggers"
• Section 13 filing requirements
• Section 14 filing requirements
• Section 16 filing requirements
• Company versus third party filings

 

Speakers: Keir D. Gumbs

11:15 Networking Break

 



11:30 The Disclosure Cycle and Related Securities Filings

A.     The Duty to Disclose
• Disclosure beyond the line items: the sources of the duty to disclose
• Duty to update and duty to correct
• Missing guidance – breaking the bad news
B. Quarterly Earnings Cycle
• Earnings announcements and related filings.  Investor/analyst webcasts and providing “guidance”
• Regulations G and FD and their effects on filings
• Quarterly report on Form 10-Q
C. Form 10-K Disclosure Requirements
• Summary of contents
• Coordination with proxy materials

 

Speakers: Steven V. Bernard

12:30 Lunch Break

 



1:30 Current Report on Securities Filing Form 8-K

• Events triggering obligation to file
• Use of 8-K to satisfy other filing requirements
• “Furnished” vs. “filed” reports
• The “safe harbor”
• 8-K “traps” and the importance of corporate planning

 

Speakers: Lillian Brown

2:30 SEC Filings: MD&A and the Annual Report to Shareholders

• Relationship to financial statements and financial disclosure
• Current Commission focus on MD&A topics
• Enforcement actions
• Additional disclosure items for the annual report to shareholders
• MD&A drafting pointers

 

Speakers: Steven V. Bernard, Jeffrey S. Hochman

3:45 Networking Break

 



4:00 SEC Filings: Proxy Statements

• Up-to-the- minute overview of rules
• Preliminary and definitive filings
• Shareholder proposal process – effects of SLB14H
• Current status of the Pay for Performance, Pay Ratio and Incentive Pay “clawback” Rules
• Drafting CD&A and related compensation disclosures

 

Speakers: Mark A. Borges

Day Two: 9:00 a.m. - 5:00 p.m.

9:00 Deconstructing the Registration Statement; the Securities Regulatory Process

• Form eligibility considerations (e.g., S-1, S-3)
• The drafting process and how to add value
• The confidential review process for “emerging growth companies”
• Making the initial filing
• Responding to SEC comments
• Confidential treatment requests
• Incorporation by reference
• Section 5 and the communication rules
• “Testing the waters”
• Electronic road shows
• Liability issues and considerations
• Risk disclosure
- Drafting risk factors
- PSLRA safe harbor rules
- "Bespeaks caution" doctrine
• Review Procedures in the Division of Corporation Finance
- Brief overview of the division
- Processing '33 Act filings, including confidential submissions
- Current Staff focus

 

Speakers: Gideon Schor, Joshua Wechsler

11:00 Networking Break

 



11:15 Deconstructing the Registration Statement; the Securities Regulatory Process (Cont’d)

• Form eligibility considerations (e.g., S-1, S-3)
• The drafting process and how to add value
• The confidential review process for “emerging growth companies”
• Making the initial filing
• Responding to SEC comments
• Confidential treatment requests
• Incorporation by reference
• Section 5 and the communication rules
• “Testing the waters”
• Electronic road shows
• Liability issues and considerations
• Risk disclosure
- Drafting risk factors
- PSLRA safe harbor rules
- "Bespeaks caution" doctrine
• Review Procedures in the Division of Corporation Finance
- Brief overview of the division
- Processing '33 Act filings, including confidential submissions
- Current Staff focus

 

Speakers: Gideon Schor, Joshua Wechsler

12:30 Lunch Break

 



1:30 Current Issues in Securities Practice

• The new 4(a)(7) exemption and other effects of the FAST Act
• Current and proposed SEC rulemaking including proposed amendments to Rules 147 and 504
• Final crowdfunding rules
• Regulation A+ - one year later
• Recent judicial developments
Discussion among the panelists and the audience of current day issues affecting securities practice in general and securities filings in particular

 

Speakers: Steven V. Bernard, Mark A. Borges, Joshua Wechsler

2:45 Networking Break

 



3:00 Securities Filings in M&A Transactions

• ’33 Act Issues – Form S-4, Rule 144 and resale registration rights
• Tender Offers – Schedules TO, 14D-9 and proxy/information statements
• “Going Private” Transactions – Schedule 13E-3
• Disclosure of merger negotiations – Basic principles

 

Speakers: William J. Chudd

4:00 Ethical Dilemmas in Preparation and Review of SEC Filings

• Ethical considerations in SEC practice
• Lawyers as “gatekeepers” and targets
• The SEC’s “reporting up” rules
• 2(e) (now 102(e)) proceedings
• Experience under the Dodd-Frank whistleblower rules

 

Speakers: Charles F Walker

5:00 Adjourn

Chairperson(s)
Steven V. Bernard ~ Wilson Sonsini Goodrich & Rosati, PC
Speaker(s)
Mark A. Borges ~ Principal, Compensia, Inc.
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
William J. Chudd ~ Davis Polk & Wardwell LLP
Catherine M. Clarkin ~ Sullivan & Cromwell LLP
Keir D. Gumbs ~ Covington & Burling LLP
Jeffrey S. Hochman ~ Willkie Farr & Gallagher LLP
Anne Nguyen Parker ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Gideon Schor ~ Wilson Sonsini Goodrich & Rosati, PC
Charles F Walker ~ Skadden Arps Slate Meagher & Flom LLP
Joshua Wechsler ~ Partner, Fried, Frank, Harris, Shriver & Jacobson LLP
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute
New Jersey Groupcast Location

New Jersey Institute for Continuing Legal Education, One Constitution Square, New Brunswick, NJ 08901-1520. 732-249-5100.

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:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

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

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

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

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

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Dubai (CLPD-DUBAI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) 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):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

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