University of Chicago Gleacher Center
450 N. Cityfront Plaza Drive
Chicago, IL 60611
October 25-26, 2012

Why you should attend

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 and the Securities Exchange Act of 1934 and related SEC regulations; how those laws were affected by the Sarbanes-Oxley Act, the Dodd-Frank Act, and the controversial Jumpstart Our Business Startups (“JOBS”) Act, which created the concept of “emerging growth companies”; and on how securities lawyers can solve practical problems that arise under those laws in the contexts 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
  • Other public company disclosure issues

Special Feature: Earn up to one full hour of Ethics credit

Partner David Schuette will present on Day 2 on the topic of “Insiders” and “Affiliates" - Reporting and Resales.” For more information and to register, please click here.