Fundamentals of Securities Law
Free PodCast
Listen to "Non-Public and Small Offerings; Private Offerings, Regulation D, NSMIA; Intrastate Offerings and Regulation A; Offerings to Employees – Rule 701; Regulation S; Integration; Questions and Answers" from the program Fundamentals of Securities Law originally presented June 12-13, 2008
Why Attend?
Scan the news any day - the securities law field is bustling. Whether you’re just beginning a securities law practice or need to learn about the field because it impacts your practice area, this course, featuring national experts teaching the basics of the federal securities laws, is for you!
For more than 25 years, ALI-ABA has educated lawyers on the basic structure and concepts of federal securities laws. Securities law—including the minefields laid by Sarbanes-Oxley—is an intensely complex field with enormous influence on the law and the economy, and this is the best course to guide attorneys and other professionals who wish to gain familiarity with the regulatory scheme. 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. There’s no better way to enter or remain competitive in this difficult field than to learn from the best — the most experienced teachers, practitioners, authors, and leaders.
Bringing experience unsurpassed in the securities field and an academic perspective essential to understanding these rules, this faculty is without equal in both refreshing knowledgeable securities practitioners and guiding newcomers. Moreover, 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 audience is what makes this course one of ALI-ABA’s best.
Registrants are encouraged to indicate special areas of interest that will then be integrated into the presentations.
What You Will Learn
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
Effects of recent turmoil in the financial system
HIGHLIGHTS
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
Securities Act of 1933: The Start of It AllStructure 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, DisclosurePreparation 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
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
Who Should Attend
This course is for YOU if:
You are interested in the proposed tectonic shift in the nature of federal oversight of the securities markets.
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
Planning Chairs
Alan J. Berkeley, K & L Gates LLP, Washington, D.C. and London
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 20 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.
Professor Thomas Lee Hazen, Cary C. Boshamer Distinguished Professor of Law, University of North Carolina School of Law, Chapel Hill, North Carolina
Professor Hazen has authored leading treatises and numerous law review articles focusing on securities regulation, corporate law, and corporate governance. His books include a six-volume treatise on the law of securities regulation, a three-volume treatise on corporate law, and a casebook on securities regulation.
Faculty
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.
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 & Hartson LLP, New York, New York
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.
Professor Kevin V. Haynes, Visiting Assistant Professor, University of North Carolina School Of Law, Chapel Hill, North Carolina
Formerly an associate in the Palo Alto, California, office of Wilson Sonsini Goodrich and Rosati, working in the Corporate Finance and Corporate Law and Governance practice areas, Professor Haynes teaches courses on Business Associations, Mergers and Acquisitions, Contracts, and Property.
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 more than 15 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 DC Bar Section on Corporation Finance and Securities Law.
ALI-ABA Staff Attorney: Kevin J. O’Connor, Senior Assistant Director, Office of Courses of Study
Program Schedule
THURSDAY, APRIL 30, 2009
8:00 a.m. Registration and Continental Breakfast
WEBCAST SEGMENT A
9:00 a.m. Morning Session
- Overview
- Definition of "Security"
- Relation to Other Laws
- Role and Functions of the SEC
- 1933 Act-Overview of Section 5 and Exemptions
10:30 a.m. Networking Break
10:45 a.m. Morning Session (continued)
- Non-Public and Small Offerings
- Regulation D, Rule 1001, NSMIA
- Intrastate Offerings
- Regulation A
- Offerings to Employees – Rule 701
- Regulation S
- Questions and Answers
12:15 p.m. Lunch Break
WEBCAST SEGMENT B
1:45 p.m. Afternoon Session
- Overview
- Integration
- Underwriter Concept
- Rule 144
- Section 4 (1-1/2) and Rule 144A
- Activities During Registration; Gun Jumping, Quiet Period
- Preparation of the Registration Statement (selecting underwriter, setting price, educating company)
- The SEC Review Process
- Questions and Answers
3:15 p.m. Networking 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
- Questions and Answers
5:15 p.m. Adjournment for the Day
FRIDAY, MAY 1, 2009
8:00 a.m. Networking Session
WEBCAST SEGMENT C
8:30 a.m. Morning Session
- Overview
- Registration under the Exchange Act
- Continuous Reporting Requirements
- Informal Disclosure Requirements
- Regulation FD
- Proxy Solicitation
- Questions and Answers
10:00 a.m. Networking 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 and in the Federal Role in Financial and Securities Regulation
- Enforcement Initiatives and Developments
- Questions and Answers
12:00 p.m. Lunch Break
WEBCAST SEGMENT D
1:15 p.m. Afternoon Session
- Rule 10b-and Civil Liabilities
- Insider Trading
- Section 16
2:35 p.m. Networking Break
2:50 p.m. Afternoon Session (continued)
- Sarbanes-Oxley
- Overview of Ethics and Professional Responsibility
- General Discussion of Hypothetical
- Questions and Answers
4:00 p.m. Adjournment
Total 60-minute hours of instruction: 12, including one hour of ethics
Suggested Prerequisite: Graduation from law school
Educational Objective: Development of initial level of competency as a practitioner
Level of Instruction: Basic
Here's what registrants have said about this course:
“I thought the course was excellent – thorough, interesting, and helpful. The speakers were all great. The materials are absolutely incredible. I would definitely recommend this course to securities practitioners.”
“The course was an excellent refresher with terrific reference materials for future use - exactly what I expect from an ALI-ABA course.”
“A well presented course that served as a good intro to the basic laws and concepts of governing securities. The outlines will be invaluable as references for me. The faculty members had obvious enthusiasm for the topics and seemed eager to share their knowledge and pragmatic lessons gained from their own personal experience.”
