On-Demand   On-Demand Web Programs

How to Prepare an Initial Public Offering 2015

Released on: Apr. 24, 2015
Running Time: 06:29:52

CPE credit (NASBA QAS Self-Study) is available by completing and passing the program’s CPE Review & Exam.

While this program offers CPE (NASBA) credit, it has expired for CLE credit in many states. Please check the credit calculator to the right. No CLE certificate will be issued if credit has expired in your state.

Upon the successful completion of this program, the participant will be able to:

  • Recognize the legal restrictions on publicity prior to and during an initial public offering and the associated risks for violations thereof.
  • Recall the SEC’s review process for initial public offerings and some associated issuer considerations.
  • Identify the implications of the JOBS Act on the SEC’s disclosure requirements for initial public offerings.

Course Overview:

This program will focus on:

  • Communications during the IPO registration process.
    • Prohibited and permissible communications.
    • Applicability of restrictions.
    • Risks associated with violations.
    • The JOBS Act and “testing the waters.”
  • The SEC’s IPO review process.
    • Overview of the Division of Corporation Finance.
    • The SEC’s filing review process.
    • Maximizing effective issuer interactions with the SEC.
  • The JOBS Act and the SEC’s IPO disclosure requirements.
    • Purpose of the JOBS Act.
    • Implications for SEC disclosure requirements.

CPE Program Level: Overview

Intended Audience: CPA’s, auditors, public company directors, audit committee members, lawyers, and other public company advisors who deal regularly in initial public offerings.

Prerequisites: None

Advanced Preparation: None

Instructional Method: QAS Self-Study

Updated: June 2018

Credit Information: 1 CPE credit is available upon completion of this program’s 3 content review questions and a minimum passing score of 70% on the 5-question final exam.

The IPO market is as hot as ever. Given the continued uptick in activity, this program is extremely timely.  In almost any market, however, understanding the IPO process is an essential skill for both legal and business advisors.

Hear from an experienced faculty, including attorneys, an underwriter, and a member of the Securities and Exchange Commission staff, who will analyze the nuts and bolts of an initial public offering. The speakers will guide you through the initial public offering process and highlight issues presented by new regulations and the current state of the market.

The program is designed for both in-house and outside counsel, as well as executives, accountants and others interested in gaining an in-depth view of the process of preparing an initial public offering.

Lecture Topics [Total time 06:29:52]
Segments with an asterisk (*) are available only with the purchase of the entire program.
  • Opening Remarks* [00:04:53]
    Robert A. Freedman, Sophia E. Hudson
  • An Overview of the IPO Registration Process [01:06:54]
    Robert A. Freedman, Sophia E. Hudson
  • Potential Liabilities and Establishing Due Diligence [01:05:31]
    John J. Clarke, Jr., Lisa Firenze
  • Underwriting Agreements, Comfort Letters and Accounting Considerations [01:07:29]
    Robert A. Freedman, Charles S. Kim
  • Communications During Registration and the SEC’s Role in the IPO Process [01:01:14]
    Sophia E. Hudson, Mara L. Ransom
  • The Underwriter’s Perspective [01:04:41]
    Eric Wooley
  • Executive Compensation, Corporate Governance and Other Hot Topics in the IPO Process [00:59:07]
    Shawn E. Lampron, Ning S Chiu

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

  • Pre-Offering Planning (April 2015)
    Robert A. Freedman
  • How to Prepare an Initial Public Offering: The Registration Process—Overview and Selected Considerations (January 2015)
    Sophia E. Hudson
  • How to Prepare an Initial Public Offering: Potential Liabilities (January 2015)
    John J. Clarke, Jr.
  • Underwriting Agreements in Initial Public Offerings
    Charles S. Kim
  • How to Prepare an Initial Public Offering: The FINRA Review Process and Other Relevant FINRA Rules (April 2015)
    Robert A. Freedman
  • Prospectus Financial Information and Other IPO Accounting Considerations (April 2015)
    Laird H. Simons III, Robert A. Freedman
  • Comfort Letters in Initial Public Offerings
    Charles S. Kim
  • Memorandum: Legal Restrictions on Publicity Prior to and During Public Offerings of Securities (January 2015)
    Sophia E. Hudson
  • How to Prepare an Initial Public Offering: The Underwriters’ Perspective (2015)
    Eric Wooley
  • Corporate Governance Practices in IPOs (July/August 2014)
    Richard J. Sandler, Joseph A. Hall
  • IPO Program Equity Design
    Shawn E. Lampron
  • How to Prepare an IPO: Potential Liabilities (PowerPoint slides)
    John J. Clarke, Jr.

Presentation Material

  • Considerations at the Planning Stage
    Robert A. Freedman
  • The Registration Process
    Sophia E. Hudson
  • Potential Liabilities
    John J. Clarke, Jr.
  • Due Diligence
    Lisa Firenze
  • Accounting Considerations in IPOs
    Robert A. Freedman, Charles S. Kim
  • FINRA Review Process
    Robert A. Freedman, Charles S. Kim
  • Comfort Letters
    Robert A. Freedman, Charles S. Kim
  • Underwriting Agreements
    Robert A. Freedman, Charles S. Kim
  • Legal Restrictions on Publicity Prior to and During an IPO
    Sophia E. Hudson
  • The Underwriter’s Perspective
    Eric Wooley
  • Corporate Governance Practices in U.S. Initial Public Offerings
    Ning S Chiu
  • Executive Compensation, Corporate Governance and Other Hot Topics in the IPO Process
    Shawn E. Lampron
Chairperson(s)
Robert A. Freedman ~ Fenwick & West LLP
Sophia Hudson ~ Partner, Kirkland & Ellis LLP
Speaker(s)
Ning S Chiu ~ Davis Polk & Wardwell
John J. Clarke, Jr. ~ DLA Piper LLP (US)
Lisa Firenze ~ WilmerHale
Charles S. Kim ~ Cooley LLP
Shawn E. Lampron ~ Fenwick & West LLP
Mara L. Ransom ~ Assistant Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

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


U.S. MCLE States

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

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

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

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

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

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

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

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

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

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

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

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

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

Indiana:  PLI’s on-demand web programs qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period. Effective January 1, 2019, the limit of distance education per reporting period will increase from 9 to 18 credits.

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

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

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

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

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

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

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

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

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

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

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

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

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

New York

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

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

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

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

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

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

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

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

Puerto Rico:  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 on-demand web programs qualify as “video replay” credit. Attorneys are limited to 6 video replay credits per reporting period.

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

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

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

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

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

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

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

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

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

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

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


CPD Jurisdictions

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

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

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

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

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

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

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

Dubai (CLPD-DUBAI):  PLI’s on-demand web programs may fulfill CLPD credit requirements.


Other Credit Types

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

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

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

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

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

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

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

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

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

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

Certified Financial Planners (CFP):  PLI’s on-demand web programs are not approved for CFP credit.

 

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