transcript   Transcript

Taking a Closer Look at Securities Opinions

Recorded on: Nov. 13, 2017
Running Time: 01:15:04

Full Transcript:

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Taken from the Web Program 49th Annual Institute on Securities Regulation recorded November 2017

Taking a Closer Look at Securities Opinions [01:15:04]

  • What is customary practice and how do I find it?
  • How are securities opinions different?
  • Understanding the SEC guidance on securities filings opinions
  • Why are resale opinions dangerous to your health?
  • What is different about opinions on debt tender offers?
  • Special considerations for cross-border capital markets opinions

Moderator: Stanley Keller
Speakers: Catherine T. Dixon, Nicolas Grabar, Ettore A. Santucci

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

  • Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions, ABA Legal Opinions Committee and Various Other Bar and Legal Groups, 63 Bus. Law. 1277 (2008)
    Stanley Keller
  • Guidelines for the Preparation of Closing Opinions, Section of Business Law of the American Bar Association, The Committee on Legal Opinions, 57 Bus. Law, 875 (2002)
    Stanley Keller
  • Legal Opinions in SEC Filings (2013 Update), Task Force on Securities Law Opinions, ABA Business Law Section, 68 Bus. Law. 1149 (2013)
    Stanley Keller
  • Negative Assurance in Securities Offerings (2008 Revision), Report of the Subcommittee on Securities Law Opinions, Committee on Federal Regulation of Securities, ABA Section of Business Law, 64 Bus. Law. 395 (2009)
    Stanley Keller
  • No Registration Opinions, Report of the Subcommittee on Securities Law Opinions (2015 Update), Federal Regulation of Securities Committee, ABA Business Law Section, 71 Bus. Law, 129 (2015–2016)
    Stanley Keller
  • SEC v. Sourlis, 851 F.3d 139 (2d Cir. 2016)
    Stanley Keller
  • Opinion dated January 11, 2006, delivered by Virginia K. Sourlis Re: Instructions—Issuance of Common Stock Underlying Convertible Promissory Notes
    Stanley Keller
  • SEC v. Frohling, 851 F.3d 132 (2d Cir. 2016)
    Stanley Keller
  • Exchange Act Rule 14e-1 Opinions for Debt Tender Offers, The Business Lawyer, ABA Subcommittee on Securities Law Opinions (April 28, 2017)
    Stanley Keller
  • Opinions of U.S. Counsel in Cross-Border Transactions
    Ettore A. Santucci
Presentation Material
  • Taking a Closer Look at Securities Opinions
    Catherine T. Dixon, Nicolas Grabar, Stanley Keller, Ettore A. Santucci
    Catherine T. Dixon ~ Weil, Gotshal & Manges LLP
    Nicolas Grabar ~ Cleary Gottlieb Steen & Hamilton LLP
    Stanley Keller ~ Locke Lord LLP
    Ettore A. Santucci ~ Goodwin Procter LLP
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