This is the most comprehensive securities fundamentals course on the market!
Securities law is changing. Basic concepts remain in place, but the Securities and Exchange Commission is revising their application and implementing regulations. Securities law is also being changed dramatically by the 2012 JOBS (Jumpstart Our Business Startups) Act, the most significant amendment to federal securities regulation since the Securities Exchange Act of 1934. With its overview of securities regulation and its review of the JOBS Act and its impact, this course is now essential for experienced corporate lawyers and securities practitioners who need to stay abreast of the sea-changes in securities regulation.
Our experts analyze the JOBS Act, which created a new simplified on-ramp for “emerging growth companies” (an entirely new classification of issuers), permits general solicitation and public advertising for many private offerings, and allows “crowdfunding” for start-up entities that will be exempt from the Securities Act’s registration provisions. The Act also provides for a new exemption, called ‘Regulation A+, for offerings up to $50 million. Moreover, in raising the threshold for mandatory registration under Section 12(g) of the Securities Exchange Act from 500 to 2,000 shareholders of record, the JOBS Act effectively created a whole new market segment: the very large private company that is funded through public advertising.
But this condensed course is not limited to a review of the JOBS Act. It also provides a comprehensive overview of federal securities regulation, particularly from the perspective of a company issuing securities and operating under the regulatory and reporting scheme imposed by the federal securities laws. This course guides attorneys and other professionals who wish to gain familiarity with the regulatory scheme and puts the relevant laws, regulations, and concepts into a workable context. If you work in this field or with companies that intersect with securities regulation, you must know where and how these laws are relevant in a general or specialized business law or emerging securities law practice.
The course is taught by recognized and experienced academics, former regulators, in-house counsel and private practitioners repeatedly rated among ALI CLE’s best CLE instructors. This veteran, specially selected team works extremely well together to lead registrants further in their practice. The faculty’s entertaining relationship with each other and the registrants is what makes this course one of ALI CLE’s best and longest-running courses.
What You Will Learn
With a condensed, two-day program comprising 12 full hours of instruction, this course provides reviews and analyses of:
Securities Laws: What You Need To Know
Basic concepts; the role of federal securities laws and the definition of “security”; jurisdictional questions; relation to other laws; role and functions of the SEC and its staff Blue Sky laws;
The JOBS Act and Its Impact on the Regulatory Scheme for Unregistered Offerings
The impact of the Act on unregistered offerings under Regulation D; new Crowdfunding Regulations A and A+; and resales of restricted securities under Rules 144 and 144A
Public Offerings and the Effect of the Jobs Act
Preparation and the SEC review and marketing process; “gun-jumping” and quiet periods; contents of the registration statement and prospectus, MD&A, executive compensation, plain English, materiality, soft and forward-looking information; safe harbors; the on-ramp for emerging growth companies under the JOBS Act
Obligations of a Public Company and the 1934 Act Reporting Scheme
Structure of the Securities Exchange Act of 1934; issuer registration; periodic reporting requirements; informal disclosure requirements; proxy solicitation; shareholder proposals; beneficial ownership reports; tender offers; “going private”; reports and liability under §16; elements of Rule 10b-5 liability; civil liability under the antifraud provisions; liability for insider trading; liability for corporate misstatements; broker-dealer and investment adviser regulation; SEC regulatory developments
Civil Liability and Insider Trading
Rule 10b-5 in concept and in application; Section 16(b) short swing profit recovery; insider trading policies and prevention programs; SEC enforcement practice and key initiatives and developments; liabilities under the:
Sarbanes-Oxley Act of 2002
Dodd-Frank Wall Street Reform and Consumer Protection Act
Ethics and Professional Responsibility (one hour)
Counsel’s obligations in SEC matters; SEC expectations and enforcement actions against lawyers; discussion of hypothetical
Who Should Attend
This accredited continuing legal education course is for both in-house and private practice lawyers and other legal professionals who want to gain a basic and up-to-date understanding of securities law from experienced practitioners. This course is for you if:
You advise corporations about raising capital and compliance with federal securities regulation on a regular or problem-solving basis.
You are getting into corporate practice and first being exposed to the day-to-day complexities of federal securities law.
You advise public companies, even if not on SEC matters.
You work with private companies that seek public or private financing.
You are exposed to SEC regulatory matters, but need to put things into a workable context.
You practice securities law but have not kept current on recent significant regulatory developments and want practical and up-to-date insight.
You work for securities lawyers or a public company.
Your client is the subject of a Securities and Exchange Commission inquiry or investigation, even if you are not directly responsible for handling the matter.
You hear about the SEC and want to understand what it's all about.
Alan J. Berkeley, K&L Gates LLP, Washington, D.C., London, and Sao Paulo (also on faculty)
Thomas Lee Hazen, Cary C. Boshamer Distinguished Professor of Law, University of North Carolina School Of Law, Chapel Hill, North Carolina (also on faculty)
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.; former Deputy Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annemarie Tierney, General Counsel and Corporate Secretary, SecondMarket Holdings,Inc., New York
ALI CLE Staff Attorney: Thomas M. Hennessey, Program Attorney, Content Production
Thursday May 16, 2013
(All times are Eastern Time.)
8:30 a.m. Registration and Continental Breakfast
9:25 a.m. Welcome and Announcements — ALI CLE Staff
Video Webcast Segment A
INTRODUCTION AND OVERVIEW OF THE SECURITIES LAWS
9:30 a.m. Approach and Schedule – Professor Hazen
9:45 a.m. Basic Concepts – Mr. Berkeley and Professor Hazan • Life Cycle
• Section 5
• Periodic reporting and disclosure
• Insider trading
• The lawyer's role
10:30 a.m. Networking and Refreshment Break
10:45 a.m. Basic Concepts (continued) – Mr. Berkeley and Professor Hazen • The Acts
• Blue Sky
• Role of SEC
• Definition of Security
THE JOBS ACT AND ITS IMPACT ON THE REGULATORY SCHEME
11:15 a.m. Unregistered Offerings – Professor Hazen and Messrs. Berkeley, Dunn, and Robbins • Regulation D
• General solicitation and public advertising in private placements
• Offers to employees under Rule 701
• Intrastate offerings
• Regulation S
12:30 p.m. Lunch Break
Video Webcast Segment B
1:45 p.m. Summary; Questions and Answers
2:00 p.m. Crowdfunding Regulations A and A+ – Professor Hazen and Messrs. Berkeley, Dunn, and Robbins When must a company register as a reporting company under the JOBS Act amendments?
2:30 p.m. Resales of Restricted Securities – Ms. Freed and Messrs. Berkeley, Dunn, and Robbins • Underwriter concept
• Rule 144
• Section 4(1.5)
• Rule 144A
3:30 p.m. Networking and Refreshment Break
PUBLIC OFFERINGS AND THE EFFECT OF THE JOBS ACT
3:45 p.m. The Public Offering Process – Ms. Freed, Professor Hazen, and Messrs. Berkeley, Dunn, and Robbins • Preparation for offering
• Gun jumping
• The registration statement
• The plain English requirement
• The on-ramp for emerging growth companies under the JOBS Act
• Confidential filings
• Key sections (MD&A, materiality, compensation, financials)
5:30 p.m. Questions and Answers
5:45 p.m. Adjournment for the Day
Friday May 17, 2013
8:30 a.m. Networking Session and Continental Breakfast
Video Webcast Segment C
OBLIGATIONS OF A PUBLIC COMPANY AND THE 1934 ACT REPORTING SCHEME
9:00 a.m. Exchange Act Periodic Reporting - Ks and Qs – Ms. Freed and Mr. Dunn
10:00 a.m. Sections 16(a)(b) and 13D – Ms. Freed
10:30 a.m. Networking and Refreshment Break
10:45 a.m. Exchange Act Shareholder Interaction – Messrs. Berkeley and Dunn • The proxy statement
• The annual meeting
• Shareholder proposals
• Informal disclosure
• Safe harbors
• Social media and the securities laws
12:00 noon Questions and Answers
12:15 p.m. Lunch Break
Video Webcast Segment D
ETHICS, CIVIL LIABILITY, AND INSIDER TRADING
1:30 p.m. Ethics – Mr. Robbins and Faculty • Overview of Ethics and Professional Responsibility
• General Discussion of Ethics Hypothetical
• Questions and Answers
2:30 p.m. Networking and Refreshment Break
2:45 p.m. Civil Liability – Professor Hazen
3:00 p.m. Insider Trading – Professor Hazan, Mr. Berkeley • Regulation FD
• Trading windows
4:15 p.m. Questions and Answers
4:30 p.m. Adjournment
Total 60-minute hours of instruction: 12.25 hours, including one hour of ethics
Suggested Prerequisite: Graduation from law school
Educational Objective: Development of initial level of competency as a practitioner