Speaking Engagement

PLI's Understanding the Securities Laws 2013

Thursday, July 25, 2013 - Friday, July 26, 2013

1:00 PM BST - 1:00 PM BST


Whether you are new to the field or seeking a quick refresher or an update, PLI presents 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 securities lawyers 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, including recent and proposed changes resulting from the JOBS Act

  • Reporting under the Exchange Act on Forms 10-K, 10-Q and 8-K and how the JOBS Act changes that

  • Regulation of proxy solicitations, including recent rule changes and scaled executive compensation disclosure for “emerging growth companies”

  • 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

  • Derivatives and structured products - the basics

  • Securities law issues triggered by M&A and other common corporate transactions

  • Labor and employment issues, FCPA issues, cyber-security and other substantive areas with ethical implications (1 hour ethics credit)

  • Other public company disclosure issues

Paul Hastings partner Doug Koff is a featured panelist on Day One at 3:45 pm to discuss "Liability for Securities Law Violations and Exam Priorities." Discussion topics include:

  • Securities ActSections 11, 12, 15 and 17Indemnification and contribution

  • Exchange ActSection 10 and Rule 10b-5Insider trading and selective disclosure

  • “Controlling person” liability

  • The latest on “aiding and abetting”

  • Considerations if you are facing an SEC regulatory exam

For additional information and to regisiter, visit the PLI site here.

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