See Credit Details Below
Overview
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 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 to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including during public offerings of securities as well as 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 will include discussion of current and emerging SEC focus areas and is perfect for beginners or as a refresher for experienced SEC reporting professionals.
What You Will Learn
After completing this Workshop, participants will be able to:
- Address key disclosure and reporting issues in Forms 10-K, 10-Q and 8-K, and proxy statements
- Understand how to make public communications within the constraints of the SEC’s rules and guidance, including Regulation FD (“fair disclosure”), Item 10(e) of Regulation S-K and Regulation G (“non-GAAP financial measures”)
- Implement stock buyback programs (including pursuant to Rule 10b-18 as well as issuer tender offers)
- Enumerate and explain 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
- Understand the process of registering securities for offer and sale under the Securities Act of 1933 (“Securities Act”) and certain of the exemptions from registration
- Comply with Securities Act requirements for resales of securities, including Rule 144
- Advise on compliance with Section 16 reporting and disclosure requirements
- Draft and review an effective MD&A
- Discuss the latest developments in SEC reporting, including new disclosures for cybersecurity risks and events, 10b5-1 plans and insider trading policies, “clawbacks” and “pay versus performance”
- Review developments on climate-related matters
- Deal with the SEC staff and understand their “hot buttons,” including frequent comment areas such as supply chain disruptions, known trends and uncertainties, executive compensation matters, non-GAAP measures, contingencies, 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.
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 SEC reporting requirements. For accountants and auditors, we recommend taking our SEC Reporting Skills Workshop for Financial Professionals, which includes a more in-depth analysis of financial reporting issues in SEC reporting.
Program Level
Basic
Prerequisites
Although geared for beginners, 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