Whether you are new to the field or seeking a quick refresher or an update, this is a securities law primer that you won’t want to miss. This program will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners and key SEC representatives. 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, and related SEC regulations, and on how a securities lawyer can solve practical problems that arise under them in the context of public and private offerings, SEC reporting, mergers and acquisitions, and other common corporate transactions.
What you will learn:
- Overview of the integrated disclosure system and the regulatory scheme as a whole, including annual reporting obligations and common triggers of the “duty to disclose”
- Registering securities under the Securities Act and exemptions from registration
- Reporting under the Exchange Act on Forms 10-K, 10-Q and 8-K
- Regulation of proxy solicitations, including executive compensation and governance disclosure obligations, the SEC’s whistleblower, “proxy access” and “say-on-pay” rules, and the latest Dodd-Frank developments
- Securities issues confronting corporate “insiders,” including Section 16 reporting and liability, and guidance regarding 10b5-1 trading plans
- Liability for securities law violations, including insider trading
- Securities law issues triggered by M&A and other common corporate transactions
- Other public company disclosure issues
Partner Anna Pinedo will be speaking on a panel titled, "Securities Act Exemptions/Private Placements."