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This two-day program on the securities laws is a fundamental primer for securities attorneys. Our faculty of experts will illuminate how securities lawyers can solve practical problems that arise in the context of public and private offerings, SEC reporting, mergers and acquisitions, and other common corporate transactions.
An in-depth review of the basic aspects of the U.S. federal securities laws will be expanded upon with the faculty’s own experience and war stories. Emphasis will be placed on the interplay among the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the JOBS Act, the securities-related provisions of the FAST Act, related SEC regulations and significant legislative and regulatory changes and proposals.
This course is particularly beneficial for corporate associates in their early years of practice. It also may be suitable for other corporate, litigation, and business law attorneys who handle matters in which issues under the securities laws can arise.
What You Will Learn
- Introduction to securities laws: An overview of the Securities Act of 1933 and Securities Exchange Act of 1934
- Interrelationship of securities laws with state corporate laws and stock exchange requirements
- What is a “security”? What are an “offer,” a “sale” and a “prospectus”?
- Guidance on working with the SEC
- What's new in securities law? An in-depth look at current issues in cybersecurity, epidemics (coronavirus), Brexit, LIBOR phase-out, climate change, and more
- How should securities lawyers approach due diligence and disclosure obligations?
- What are the benefits of becoming a “public company”?
- Analysis of exempt securities versus exempt transactions
- What are the triggers for Exchange Act reporting obligations?
- Sarbanes-Oxley and Dodd-Frank “clawback” provisions — where do things stand today?
- How to minimize insider trading liability risk using 10b5-1 plans
- Review of the regulatory scheme for proxy solicitations
- Takeaways from the initial season of the SEC’s new protocol for handling shareholder proposals
- Complying with ethics and professional responsibility rules in SEC practice
- Earn one hour of ethics credit
- Earn one hour of skills credit
Program Level: Overview
Intended Audience: All attorneys interested in understanding securities laws and the latest best practices.
Advanced Prep: None