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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 an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements in order to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including what triggers the “duty to disclose,” the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability.
This Workshop is also a great refresher for any lawyers who desire to keep their SEC reporting skills up to date.
What You Will Learn
- Key disclosures in and issues regarding Forms 10-K, 10-Q, and 8-K and the proxy statement
- How to communicate with the public within the constraints of the SEC’s rules and guidance, including Regulation FD (“fair disclosure”) and Item 10(e) of Regulation S-K and Regulation G (“non-GAAP financial measures”)
- How to implement stock buyback programs (including pursuant to Rules 10b-18 as well as issuer tender offers)
- The various theories of insider trading and how to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
- The process of registering securities for offer and sale under the Securities Act of 1933 and certain of the exemptions from registration
- The requirements for resales of securities under Rule 144
- How to ensure compliance with Section 16 reporting and disclosure requirements
- How to write an effective MD&A, including implementing the SEC’s November 2020 MD&A updates
- Latest developments in SEC reporting, including climate change, Nasdaq’s diversity requirements and ESG disclosure
- How to deal with the SEC staff and understand their “hot buttons,” including frequent comment areas such as disclosures about the impact of COVID-19, known trends and uncertainties, executive compensation matters, non-GAAP measures, contingencies, cybersecurity, revenue recognition and segments
What You Should Bring
Bring your company’s or a client’s most recent public disclosures: 10-K, 10-Q, recent 8-K, proxy statement and one or more press releases. If you work with a company that is not yet public, filings from a company in the same industry are a reasonable alternative.
Program Level: Basic
Intended Audience: Attorneys, general counsel, in-house counsel and corporate legal staff, investor relations professionals, and others involved in the preparation of SEC filings.
Prerequisites: We recommend some prior experience with the SEC reporting process and use of the Instructions to Forms and Regulations S-K and S-X.
Advanced Preparation: None