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Overview
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 the proxy statement
- 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 climate change, Nasdaq’s diversity requirements, cybersecurity, ESG and “pay for performance” disclosures
- Deal with the SEC staff and understand their “hot buttons,” including frequent comment areas such as supply chain disruptions, the impact of COVID-19, known trends and uncertainties, executive compensation matters, non-GAAP measures, contingencies, revenue recognition and segments