University of Chicago - Gleacher Center
Chicago, IL

This program will provide an overview and discussion of the interplay among the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Sarbanes-Oxley Act, and related SEC regulations. Emphasis will be placed on the substance of these laws 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. The program is well suited to all attorneys with the need to expand their knowledge and keep up with all aspects of securities laws, including senior in-house attorneys, attorneys with expertise in other fields and all attorneys interested in understanding securities laws and the latest best practices.

What You Will Learn

  • Securities law basics: What is a “security”? What is an “offer,” a “sale” and a “prospectus”? Who is an “underwriter”?
  • 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, including discussions on electronic offerings and road shows, the decision to “go public” and exemptions from registration
  • Reporting under the Exchange Act on Forms 10-K, 10-Q and 8-K
  • Securities issues confronting corporate “insiders,” including Section 16 reporting and liability
  • Regulation of proxy solicitations, including a broad discussion of executive compensation disclosure obligations
  • Securities law issues triggered by M&A and other corporate transactions, including tender offers, going private transactions and asset and stock sales
  • Liability for securities law violations, including guidance regarding 10b5-1 trading plans
  • Ethics and professionalism issues faced by securities law practitioners