See Credit Details Below
Overview
Why You Should Attend
Whether you are new to the field or seeking a quick refresher or an update, this is the securities law primer that you won’t want to miss. This program will provide an in depth review of the basic aspects of the U.S. federal securities laws. 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.
Our expert faculty, including leading in-house and law firm practitioners as well as members of the SEC, will show 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.
What You Will Learn
- How the integrated disclosure system and the regulatory scheme work as a whole, including annual reporting obligations and common triggers of the “duty to disclose”
- Issues related to registering securities under the Securities Act, including the advantages and disadvantages of “going public”
- Exchange Act reporting on Forms 10-K, 10-Q and 8-K
- Issues relating to proxy solicitation in an age of corporate activism, including key takeaways from pay ratio disclosures
- Securities law issues confronting corporate executives and officers
- Securities offerings that are exempt from Securities Act registration, including private placements, Regulation A+ offerings and crowdfunding
- Liabilities that exist for securities law violations, including insider trading
- Securities law issues triggered by M&A and other strategic transactions
Special Features
- “What’s New in Securities Law? Traps for the Unwary”
- Earn up to two full hours of Ethics credit
- NY Transitional Attorneys: Earn Professional Skills credit
Who Should Attend
Attorneys with the need to keep up with all aspects of securities laws, regardless of their years of experience, will find this program and its best practices invaluable. This course is particularly beneficial for corporate associates in their early years of practice and can serve as part of a comprehensive corporate training program. 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.
Program Level: Basic
Intended Audience: All attorneys interested in understanding securities laws and the latest best practices. This course is particularly beneficial for corporate associates in their early years of practice.
Prerequisites: None
Advanced Prep: None
Lecture Topics [Total time 00:13:30]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Opening Remarks* [00:03:57]
N. Adele Hogan - Introduction to Securities Laws [01:35:49]
N. Adele Hogan, Kenneth L. Josselyn - Registering Securities Under the Securities Act of 1933 – the Skills Needed by Securities Lawyers [01:31:21]
N. Adele Hogan, Daniel Klausner, Raphael M. Russo - Securities Act Exemptions [01:15:30]
Anna T. Pinedo - Reporting Under the Exchange Act [00:59:47]
Richard F. Langan, Jr. - Liability for Securities Law Violations [01:00:29]
Elaine H. Mandelbaum, Douglas I. Koff, Justin Alfano, Seth L. Levine - Liability for Corporate Executives and Officers [01:03:07]
Bradley J. Bondi, Jennifer L. Nadborny - Proxy Solicitations in an Age of Corporate Activism [00:58:55]
David K. Boston, Gillian E. Moldowan - Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions [01:01:17]
Dennis J. Block, Keith Hallam - What’s New in Securities Law? Traps for the Unwary [01:01:11]
Catherine M. Clarkin, Adam E. Fleisher - Navigating Ethics and Professionalism Requirements in Securities Law Practice [02:00:11]
N. Adele Hogan, Ashley Gillespie, Andrew N. Siegel
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- Complete Course Handbook
- Gary M. Brown, Ch. 1: Approaching Securities Law, Practising Law Institute, Securities Law and Practice Deskbook (6th Edition) (April 2017)
Gary M. Brown - Gary M. Brown, Ch. 3: Regulatory Framework of Securities Act Registration, Practising Law Institute, Securities Law and Practice Deskbook (6th Edition) (September 2018)
Gary M. Brown - Gary M. Brown, Ch. 5: Reach of Securities Act Regulation, Practising Law Institute, Securities Law and Practice Deskbook (6th Edition) (March 2019)
Gary M. Brown - Gary M. Brown, Ch. 9: Registration and Periodic Reporting under the Exchange Act, Practising Law Institute, Securities Law and Practice Deskbook (6th Edition) (March 2019)
Gary M. Brown - Registering Securities under the Securities Act of 1933 (Outline) (April 2019)
R. Cabell Morris - Paul, Weiss, Rifkind, Wharton & Garrison LLP, Consequences of Becoming a Public Company (October 2018)
Raphael M. Russo - U.S. Securities and Exchange Commission, Regulation S-K: Questions and Answers of General Applicability (Updated February 6, 2019)
N. Adele Hogan - U.S. Securities and Exchange Commission, Final Rule: Selective Disclosure and Insider Trading, 17 CFR Parts 240, 243, and 249 (2000)
N. Adele Hogan - Mayer Brown LLP, Investor Status
Anna T. Pinedo - Mayer Brown LLP, Deciding Among Exempt Offering Alternatives
Anna T. Pinedo - Mayer Brown LLP, Regulation A Tier 2 vs. EGC On-Ramp IPO
Anna T. Pinedo - Mayer Brown LLP, Financial Intermediary Comparison for Crowdfunded Offerings
Anna T. Pinedo - Mayer Brown LLP, Recap of Rule 144
Anna T. Pinedo - Mayer Brown LLP, Comparison of Financing Alternatives
Anna T. Pinedo - Mayer Brown LLP, Registered Direct Offerings
Anna T. Pinedo - Anna T. Pinedo and Joanne Sur-Young, LexisNexis, Lexis Practice Advisor, Top 10 Practice Tips: Registered Direct Offerings
Anna T. Pinedo - LexisNexis, Market Trends 2017/18: Registered Direct Offerings
Anna T. Pinedo - Anna T. Pinedo and James R. Tanenbaum, Ch. 2: Private Placements—An Overview, Practising Law Institute, Exempt and Hybrid Securities Offerings (3rd Edition) (September 2017)
Anna T. Pinedo - Anna T. Pinedo and James R. Tanenbaum, Ch. 3: Rule 506 Offerings, Practising Law Institute, Exempt and Hybrid Securities Offerings (3rd Edition) (September 2017)
Anna T. Pinedo - Anna T. Pinedo and James R. Tanenbaum, Ch. 15: Traditional PIPE Transactions, Practising Law Institute, Exempt and Hybrid Securities Offerings (3rd Edition) (September 2017)
Anna T. Pinedo - Anna T. Pinedo and James R. Tanenbaum, Ch. 16: Structured PIPE Transactions, Practising Law Institute, Exempt and Hybrid Securities Offerings (3rd Edition) (September 2017)
Anna T. Pinedo - Periodic and Other Reporting Obligations under the Securities Exchange Act of 1934 (April 2019)
Richard F. Langan - Kelly D. Babson, Nixon Peabody LLP, Securities Law Alert, Now + Next, Recent SEC Rule Changes Update and Simplify Disclosure Requirements (September 13, 2018)
Richard F. Langan - David R. Brown and Erensu Altan, Nixon Peabody LLP, Securities Law Alert, Now + Next, Rule Changes Mean More Public Companies Qualify for “Smaller Reporting Company” Relief (September 14, 2018)
Richard F. Langan - Lloyd H. Spencer, Kelly D. Babson and Pierce Haesung Han, Nixon Peabody LLP, Securities Law Alert, Now + Next, SEC Amends Rules to Update and Simplify Disclosure Requirements (April 2, 2019)
Richard F. Langan - Sidley Austin LLP, Client Alert, SEC Adopts Amendments to Modernize and Simplify Its Disclosure Requirements as Mandated by the FAST Act (March 28, 2019)
Gary D. Gerstman - The Basics of Private Actions for Securities Law Violations (Outline) (April 22, 2019)
Lisa R. Bugni - Liability for Securities Law Violations (Substantive Outline) (Updated May 1, 2019)
Kelly Koscuiszka,Jacqueline Srour,Douglas I. Koff - Overview of Section 16 of the Securities Exchange Act of 1934
Erin Reeves McGinnis - Stock Ownership by Insiders: Section 16 and Rule 10B5-1 Trading Plans
Erin Reeves McGinnis - “Segment 16 Insiders—Reporting and Liability”—Overview of Section 16 of the Exchange Act
Jennifer L. Nadborny - Use of SOX Clawback for Executives Who Did Not Engage in Misconduct (March 4, 2013)
Bradley J. Bondi,Emily J. Rockwood - Cahill Gordon & Reindel LLP, Press Release, Supreme Court Upholds Securities Fraud Liability for Defendant Who Did Not “Make” False Statements (April 3, 2019)
Bradley J. Bondi - Regulation of Proxy Solicitation (Outline) (May 2019)
David K. Boston - Practical Considerations for your First Annual Meeting (April 2019)
Christopher M. Hayden - Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions (Outline) (April 22, 2019)
Craig T. Alcorn,Hagen J. Ganem - Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions (Outline) (April 22, 2019)
Craig T. Alcorn,Hagen J. Ganem - Nicolas Grabar, Sandra L. Flow, Andrea M. Basham and Patrick Courtien, Cleary Gottlieb, Alert Memorandum, SEC Simplifies Some Disclosure Requirements for Public Companies (April 4, 2019)
Adam E. Fleisher - Colin D. Lloyd, Pamela L. Marcogliese, Michael H. Krimminger, Giovanni P. Prezioso, Zachary L. Baum and Jim Wintering, Cleary Gottlieb, Alert Memorandum, SEC Expands on Its Digital Asset Guidance: At Inception, (Nearly) Every New Token Is a Security (April 5, 2019)
Adam E. Fleisher - An Ethics Checklist for Securities Lawyers Representing Issuers and Other Entities
Matthew J. O'Hara - U.S. Securities and Exchange Commission, Framework for “Investment Contract” Analysis of Digital Assets (April 3, 2019)
N. Adele Hogan - Jonathan A. Ingram, Response of the Division of Corporation Finance, Re: TurnKey Jet, Inc., Incoming Letter Dated April 2, 2019 (April 3, 2019)
N. Adele Hogan - Jay Clayton, Chairman, U.S. Securities and Exchange Commission, Testimony on Virtual Currencies: The Roles of the SEC and CFTC, Testimony before the Committee on Banking, Housing, and Urban Affairs, U.S. Senate, Washington, D.C. (February 6, 2018)
N. Adele Hogan - U.S. Securities and Exchange Commission, Cyber Enforcement Actions (Modified April 5, 2019)
N. Adele Hogan - Jay Clayton, Chairman, U.S. Securities and Exchange Commission, Public Statement on Cryptocurrencies and Initial Coin Offerings (December 11, 2017)
N. Adele Hogan - New York City Bar Association, Formal Opinion 2018-4: Duties When an Attorney Is Asked to Assist in a Suspicious Transaction
N. Adele Hogan - U.S. Department of the Treasury, Anti-Money Laundering (AML) Source Tool for Mutual Funds (February 15, 2019)
N. Adele Hogan - U.S. Department of the Treasury, Press Release, U.S. Treasury Department Announces Settlement with UniCredit Group Banks (April 15, 2019)
N. Adele Hogan - U.S. Department of the Treasury, Press Release, U.S. Treasury Department Announces Settlement with Standard Chartered Bank (April 9, 2019)
N. Adele Hogan - Roger A. Cooper, Victor L. Hou, Alexander Janghorbani, Leslie N. Silverman, Robin M. Bergen and Matthew Solomon, Cleary Gottlieb, Alert Memorandum, Supreme Court Finds That Rule 10b-5’s “Scheme Liability” Provisions Reach Someone Who Deceptively Uses—But Does Not Make—False Statements of Another (April 1, 2019)
Adam E. Fleisher - Sullivan & Cromwell LLP, Client Alert, Deputy Attorney General Rod Rosenstein Announces Revisions to Yates Memo (November 30, 2018)
Catherine M. Clarkin - U.S. Securities and Exchange Commission, Office of Investor Education and Advocacy, Investor Bulletin: The Foreign Corrupt Practices Act—Prohibition of the Payment of Bribes to Foreign Officials (October 2011)
N. Adele Hogan - Jay Clayton, Chairman, U.S. Securities and Exchange Commission, Opening Remarks at the Securities Regulation Institute, Washington, D.C. (January 22, 2018)
N. Adele Hogan
Presentation Material
- Introduction to the U.S. Securities Laws
N. Adele Hogan, Kenneth L. Josselyn - Capital Markets Overview
Daniel Klausner - Registering Securities Under the Securities Act - The Skills Needed by Securities Lawyers
Raphael M. Russo - Securities Laws 2019
Anna T. Pinedo - The Integrated Disclosure System, Registration and Periodic Reports under the Securities Exchange Act of 1934
Richard F. Langan, Jr. - Liability for Securities Law Violations
Justin Alfano , Douglas I. Koff, Seth L. Levine, Elaine H. Mandelbaum - Liability for Corporate Executives and Officers
Bradley J. Bondi, Jennifer L. Nadborny - Regulation of Proxy Solicitation
David K. Boston - Executive Compensation Proxy Disclosure and Activism
Gillian E. Moldowan - Securities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions
Dennis J. Block, June S. Dipchand, Keith Hallam - What's New in Securities Law?
Catherine M. Clarkin, Adam E. Fleisher - Navigating Ethics and Professionalism Requirements in Securities Law Practice
Ashley Gillespie, N. Adele Hogan, Andrew N. Siegel - HANDOUT 1: In the Matter of WalMart Inc.
Ashley Gillespie, N. Adele Hogan, Andrew N. Siegel - HANDOUT 2: Subtitle B - Increasing Regulatory Enforcement and Remedies
Ashley Gillespie, N. Adele Hogan, Andrew N. Siegel - HANDOUT 3: Whistleblower Protections
Ashley Gillespie, N. Adele Hogan, Andrew N. Siegel - HANDOUT 4: SEC Press Release "SEC Awards $50 Million to Two Whistleblowers" (March 26, 2019)
Ashley Gillespie, N. Adele Hogan, Andrew N. Siegel - HANDOUT 5: SEC Chairman Jay Clayton, Speech, "SEC Rulemaking Over the Past Year..." (December 6, 2018)
Ashley Gillespie, N. Adele Hogan, Andrew N. Siegel - HANDOUT 6: Ethics Handouts Summary
Ashley Gillespie, N. Adele Hogan, Andrew N. Siegel
Why You Should Attend
Whether you are new to the field or seeking a quick refresher or an update, this is the securities law primer that you won’t want to miss. This program will provide an in depth review of the basic aspects of the U.S. federal securities laws. 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.
Our expert faculty, including leading in-house and law firm practitioners as well as members of the SEC, will show 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.
What You Will Learn
- How the integrated disclosure system and the regulatory scheme work as a whole, including annual reporting obligations and common triggers of the “duty to disclose”
- Issues related to registering securities under the Securities Act, including the advantages and disadvantages of “going public”
- Exchange Act reporting on Forms 10-K, 10-Q and 8-K
- Issues relating to proxy solicitation in an age of corporate activism, including key takeaways from pay ratio disclosures
- Securities law issues confronting corporate executives and officers
- Securities offerings that are exempt from Securities Act registration, including private placements, Regulation A+ offerings and crowdfunding
- Liabilities that exist for securities law violations, including insider trading
- Securities law issues triggered by M&A and other strategic transactions
Special Features
- “What’s New in Securities Law? Traps for the Unwary”
- Earn up to two full hours of Ethics credit
- NY Transitional Attorneys: Earn Professional Skills credit
Who Should Attend
Attorneys with the need to expand their knowledge and keep up with all aspects of securities laws, including senior in-house attorneys, attorneys with expertise in other fields and all attorneys interested in understanding securities laws and the latest best practices. This course is particularly beneficial for corporate associates in their early years of practice and can serve as part of a comprehensive corporate training program. 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.
Program Level: Basic
Intended Audience: All attorneys interested in understanding securities laws and the latest best practices. This course is particularly beneficial for corporate associates in their early years of practice.
Prerequisites: None
Advanced Prep: None