Fundamentals of. Securities Law. Securities Law. The most comprehensive securities fundamentals course on the market!

Transcription

1 Securities Law Annual ALI-ABA Course of Study for Inside and Outside Counsel American Law Institute American Bar Association Continuing Leadership in Professional Education Fundamentals of Securities Law PASS THIS BROCHURE ALONG TO YOUR IN-HOUSE COUNSEL Thursday-Friday, May 31-June 1, 2012 San Francisco (Bar Association of San Francisco (BASF) Conference Center) Live Video Webcast The most comprehensive securities fundamentals course on the market! This course is designed for in-house counsel, business lawyers in private practice, and commercial litigators who are unfamiliar with current federal securities regulation and who want to learn securities law from the best teachers and practitioners. It s also perfect for those who want a refresher course in securities law or an update on recent developments. Taught by giants in the field, this course covers all the key topics, including: Structure of the federal securities regulatory system Regulation of public and private offerings Corporate disclosure and conduct requirements Transactions by corporate insiders Liabilities under antifraud provisions Recent revisions and expansions of federal oversight of the securities markets Get this vital information 8 different ways! See inside.

2 Planning Chairs (also on faculty) Alan J. Berkeley, K&L Gates LLP, Washington, D.C., London, and Sao Paulo Mr. Berkeley has more than 40 years of experience as counsel in corporate and business transactions and securities enforcement matters, and extensive professional association and academic activities. He has served for more than 25 years as co-chair of the annual ALI-ABA Course of Study, Regulation D Offerings and Private Placements. His presentations are noted for their clarity, perspective, and practical guidance and his interactions with other panel members test and highlight key issues. Thomas Lee Hazen, Cary C. Boshamer Distinguished Professor of Law, University of North Carolina School of Law, Chapel Hill Professor Hazen has authored leading treatises and numerous law review articles focusing on securities regulation, corporate law, and corporate governance. His books include a sevenvolume treatise on the law of securities regulation, a four-volume treatise on corporate law, and a casebook on securities regulation. He also has served as an expert witness in several high profile securities cases. Faculty Denis R. Cade, Senior Vice President, General Counsel and Corporate Secretary, SunCoke Energy, Lisle, Illinois Ms. Cade joined SunCoke Energy in March Prior to joining SunCoke Energy, Ms. Cade was with PPG Industries, Inc., most recently as assistant general counsel, Securities and Finance, and corporate secretary. She also served as the company s chief mergers and acquisition counsel and general counsel for the Glass and Fiber Glass division. Ms. Cade began her legal career in private practice in Washington, D.C., where she was a partner at Shaw Pittman LLP. Martin P. Dunn, O Melveny & Myers, LLP, Washington, D.C.; former Deputy Director, Division of Corporation Finance, U.S. Securities and Exchange Commission Mr. Dunn practiced with the Division of Corporation Finance for almost 20 years and served as special counsel, deputy chief counsel, chief counsel, associate director (disclosure operations), associate director (legal), and most recently as its Deputy Director. He was long regarded as one of the SEC s most effective speakers and is highly regarded for his down-to-earth presentations of sometimes difficult concepts and his willingness to respond candidly to all manner of questions. Amy Bowerman Freed, Hogan Lovells US LLP, New York and Baltimore Ms. Freed represents issuers and investment banks in private and public offerings. She counsels boards of directors of public and private companies on corporate governance issues and provides advice on disclosure and other requirements of the securities laws. Her practice focuses on Sarbanes-Oxley Act compliance issues. Previously, Ms. Freed was the deputy chief counsel of the Securities and Exchange Commission s Division of Corporation Finance. Prior to that, Ms. Freed was special counsel in the Division s Office of Chief Counsel and an examiner of registration statements, periodic reports, and other SEC filings. Robert B. Robbins, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C. Mr. Robbins, chair of the firm s Corporate Securities practice section, has more than 30 years of experience in corporate securities transactions, corporate governance, and private investment funds. He has published widely on securities law topics and has served for 20 years as co-chair of the annual ALI-ABA Course of Study, Regulation D Offerings and Private Placements. He is a former chair of the steering committee of the D.C. Bar Section on Corporation Finance and Securities Law. Additional speaker to be confirmed ALI-ABA Staff Attorney: Thomas M. Hennessey, Assistant Director, Office of Courses of Study

3 Program All Times Pacific Time Thursday, May 31, :00 a.m. Registration and Continental Breakfast 8:55 a.m. Welcome and Announcements ALI-ABA Staff Video Webcast Segment A $299 9:00 a.m. Morning Session Overview Definition of Security Relation to Other Laws and State Regulation Role and Functions of the SEC New Regulatory Initiatives, Including Dodd-Frank 10:30 a.m. Networking and Refreshment Break 10:45 a.m. Morning Session (continued) 1933 Act - Overview of Section 5 and Exemptions Non-Public and Small Offerings Regulation D, Rule 1001, NSMIA Regulation S The Special Problem of PIPEs Intrastate Offerings Regulation A and Crowd-Funding Offerings to Employees Rule :15 p.m. Lunch Break Video Webcast Segment B $299 1:45 p.m. Afternoon Session Overview Integration Underwriter Concept Rule 144 Section 4(1½) So-Called Rule 144A Offerings Activities During Registration; Gun Jumping, Quiet Period Preparation of the Registration Statement and the Roles of the Parties and Issues To Be Resolved The SEC Review Process 3:15 p.m. Networking and Refreshment Break 3:30 p.m. Afternoon Session (continued) Shelf Registration and Rule 430A Disclosure Requirements Regulations S-K and S-B MD&A Materiality, Soft and Forward Looking Information, Safe Harbors Plain English Requirements 5:15 p.m. Adjournment for the Day Friday, June 1, :00 a.m. Networking Session and Continental Breakfast ALI-ABA Curriculum Securities Law ALI-ABA s securities law courses are renowned for their sophistication and practicality embodied in an extraordinarily talented faculty. A dozen core courses cover the fundamentals and complexities, bolstered by more than a dozen update, hot topic, and specialty programs. To learn from the most knowledgeable sources in this turbulent economy, the top practitioners rely on ALI-ABA for authoritative, balanced guidance. Robust CLE offerings in corporate, tax, and banking law provide further educational enrichment opportunities. And extending the practical value of in-person and webcast courses is free online access to the archived program and study materials. Additional guidance abounds in ALI-ABA s acclaimed ethics, lawyering skills, and law practice offerings available by webcast and on demand.

4 Video Webcast Segment C $299 8:30 a.m. Morning Session Overview Registration under the Exchange Act Continuous Reporting Requirements Informal Disclosure Regulation FD Proxy Solicitation and the Annual Meeting 10:00 a.m. Networking and Refreshment Break 10:15 a.m. Morning Session (continued) Shareholder Proposals Annual Report to Shareholders Beneficial Ownership Reports Tender Offers/Going Private Issuer Purchases: Rule 10b-18, Regulation M Current Developments at the SEC, Shareholder Activism, Shareholders Role in Executive Compensation, the Respective Roles of the SEC and the CFTC, the SEC s Expanded Role in Municipal Finance, the Expanded Role of State Regulators Enforcement Initiatives and Developments, Remedies, and Clawbacks 12:00 noon Lunch Break Video Webcast Segment D $299 1:15 p.m. Afternoon Session Rule 10b-5 and Civil Liabilities Insider Trading Section 16 and Short-Swing Profit Recovery 2:35 p.m. Networking and Refreshment Break 2:50 p.m. Ethics and Professional Responsibility Sarbanes-Oxley Overview of Ethics and Professional Responsibility General Discussion of Ethics Hypothetical 4:00 p.m. Adjournment Total hours of instruction: 12, including one hour of ethics 14 CPE credit hours in Business Law (live program and group internet based program) Here s what registrants have said about recent presentations of this course: Crisp, well paced delivery by a panel of experienced lawyers and professors using well organized materials that will be an excellent in-office resource. Thanks for an excellent program. The presenters were among the best I have ever heard: Knowledgeable, concise, excellent speaking ability, good teaching skills. One of the best CLE courses I ve ever taken. Course was very good, especially enjoyed hearing from those who helped write the rules to get insight into what they were thinking.

5 Who Should Attend This course is designed for general counsel, business lawyers, and commercial litigators who want to learn securities law from the best teachers. This course is for you if: You advise corporate insiders about their securities transactions or are called upon to deal with allegations of misconduct You are interested in the proposed tectonic shift in federal oversight of the securities markets With the recovery in the securities markets and revival of venture capital and public financing opportunities, you expect to be called upon to counsel clients subject to SEC regulation You are just getting into corporate practice and being exposed to the complexities of the federal securities laws You advise public companies, even if not on SEC matters You advise or work with private companies that intend to 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 and want practical and up-to-date insight You work for securities lawyers or a public company You represent companies either as in-house or outside counsel that are drawn into or affected by recent securities and financial system developments and initiatives You hear about the SEC and want to understand what it s all about 8 On-site: Maximize your CLE experience. Learn from the best and network with serious practitioners. Register one person from your firm for this course and get all subsequent registrations at 50% off. Up to 50% off ways to satisfy your CLE requirements Video Webcast: Can t attend? Register for the live webcast or any of its segments and participate by asking questions online, in real time, and get our famous course materials via searchable PDF. Interrupt your viewing at any time and catch up later with the free online archive. Get all the information you need, and satisfy your CLE needs, without leaving your office. $899/$299 Group Webcasts: Schedule a convenient group viewing of this course for two or more people and save on tuition. Provide your firm or department with access to the finest legal talent and train more people at a lower cost without the additional expense or time constraints of travel. Up to 30% off Online (on demand/archive) CLE: Online audio and/or video and searchable (PDF) course materials are available 24/7 for every course and course segment. Free To Registrants DVD / CD-ROM / Audio MP3 Watch or listen to ALI-ABA s renowned courses in your car, home, or office on your computer, DVD player, or MP3 player at your own pace. $749 / $549 Printed + Online Course Materials ALI-ABA s acclaimed course materials are available in print or electronically and can be purchased before or after the course. $149

6 how to register online phone CLE NEWS fax mail return the form on the back panel of this brochure to: REGISTRAR, ALI-ABA, 4025 Chestnut Street, Philadelphia, PA GET MANDATORY CLE AND CPE CREDIT Virtually all ALI-ABA programs receive CLE credit in AK, AL, AR, AZ, CA, CO, DE, FL, GA, HI, IA, IL, IN, KS, KY, LA, ME, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VT, WA, WI, and WV. Upon request, ALI-ABA will apply for CLE credit in ID, OR, and WY. This course is expected to qualify for 12 credits, including one ethics credit, in 60-minute MCLE jurisdictions; and for 14.4 credits, including 1.2 ethics credits, in 50-minute MCLE jurisdictions. In NY, this course is appropriate for both newly admitted and experienced attorneys. For specific information on CLE, CPE, or other professional accreditation in your state, please the MCLE Team at go to or call CLE-NEWS. NASBA ALI-ABA is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: For more information regarding ALI-ABA s administrative policies, such as complaint and refund, please call Customer Service at (800) CLE-NEWS. CPE credit hours for this course: 14 in Business Law (live program and group internet based program). Learning Objective: Development of initial level of competency as a practitioner Suggested Prerequisite: Limited experience in general practice or completion of CLE/CPE Orientation Course Level of Instruction: Basic COURSE LOCATION AND HOTEL ACCOMMODATIONS The course will be presented at the Bar Association of San Francisco (BASF) Conference Center, 301 Battery Street, 3 RD Floor, San Francisco. A limited block of rooms has been reserved at the nearby Le Meridien San Francisco. Room rate: $229 per night, single or double occupancy. These rooms will be held as a block, unless exhausted, until April 30, at which time they will be released to the general public. Registrants must make their own hotel reservations and indicate that they are attending the ALI-ABA Course of Study to qualify for rooms in the block. Room reservations may be made by calling Le Meridien San Francisco, 333 Battery Street, San Francisco, CA 94111, phone or Confirmations will be sent by the hotel. Please read the cancellation policy carefully. Go to for more info about: registration/cancellation/requirements for persons with disabilities/scholarships NETWORKING OPPORTUNITIES Networking is an important reason to attend this and every other ALI-ABA course of study. The registrants for last year s presentation of this course came from 26 states! ALSO FROM ALI-ABA: Regulation D Offerings and Private Placements March 15-17, 2012 Scottsdale, AZ and Live Video Webcast follow us on

7 Fundamentals of Securities Law This is the only securities law course to guide attorneys and other professionals who wish to gain familiarity with the regulatory scheme and put 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. This condensed, two-day program, comprising 12 full hours of instruction, covers all the key topics, including: Securities Laws: What You Need To Know 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; the effect of recent market turmoil and the resulting statutory and regulatory revisions Securities Act of 1933: The Start of It All Structure of the 1933 Act; the registration concept; the exemptions for non-public and small offerings, intrastate offerings, offerings to employees, offerings outside the U.S., and secondary transactions; liability under 11 and 12 The Underwriter Concept Section 2(a)(11); resales of restricted and control securities; Rule 144 and Section 4(1½) ; Rule 144A Public Offerings, Registration Statements, Disclosure 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 Securities Exchange Act of 1934: Periodic Disclosure and Antifraud Provisions Structure of the 1934 Act; 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; civil liability under the antifraud provisions; liability for insider trading; liability for corporate misstatements; broker-dealer and investment adviser regulation; SEC regulatory developments Sarbanes-Oxley Act of 2002: An Indispensable Overview CEO and CFO certifications; new rules for audit committees; new lawyer responsibilities The Dodd-Frank Wall Street Reform and Consumer Protection Act: Key Securities Provisions An overview of the Act and the most significant expansions and enhancements of federal securities regulation, plus specific attention to the changes in private placements, the re-emergence of state securities regulation, broadened liability provisions, shareholder access to corporate decision-making, and compensation matters Ethics and Professional Responsibility (one hour) Counsel s obligations in SEC matters; SEC expectations and enforcement actions against lawyers; discussion of hypothetical Civil Liability, Insider Trading, and SEC Enforcement 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

8 Online Phone CLE NEWS FAX Mail Registrar, ALI-ABA, 4025 Chestnut Street, Philadelphia, PA Fundamentals of Securities Law San Francisco, May 31-June 1, 2012 $1,099 G G Please enter registration(s) CT046 G G I am a full-time employee of the federal, a state, or a local government or a government agency. Tuition: $769. CT046GOV Video Webcast $899/$299 G G The entire program. Tuition: $899 WAT046 G G Webcast Segment A. Tuition: $299 WAT046A G G Webcast Segment B. Tuition: $299 WAT046B G G Webcast Segment C. Tuition: $299 WAT046C G G Webcast Segment D. Tuition: $299 WAT046D Can t attend? You don t have to miss anything! Order the: G G DVD (video), including a complimentary MP3 CD-ROM and PDFs of the course materials $749 AT046V G G Audio MP3 CD-ROM (including PDFs of the course materials) $549 AT046 G G Printed course materials ONLY $149 ST046 Tuition discounts G G I am a recent law school graduate (< 5 years) or retired senior lawyer (65 or older). Payment is in the amount of the stated tuition, minus 50%. PA residents only, add 8% sales tax to total amount (excluding course registrations). $ Total j Check enclosed (payable to ALI-ABA) Please charge to my credit card: j AMEX j DISCOVER j MasterCard j VISA Card no.: Card expiration date: / signature address (required for webcasts and online subscriptions) CT046 American Law Institute-American Bar Association Continuing Professional Education 4025 Chestnut Street, Philadelphia, PA NONPROFIT ORG U.S. Postage PAID ALI-ABA