Fundamentals of Securities Law - ALI CLE

576
3:30 p.m. Registration Statement and Disclosure Requirements – Prof. Hazen, Mss.
Freed and Tierney, and Messrs. Berkeley and Dunn
• Prospectus Overview
• MD&A
• Executive Compensation
• Plain English
• Materiality
• Soft and Forward Looking Information, Safe Harbors
5:15 p.m. Questions and Answers
5:30 p.m. Adjournment for the Day
Friday, May 17, 2013
Morning Session Moderator: Berkeley
8:30 a.m. Networking Session and Continental Breakfast
9:00 a.m. The Exchange Act and Continuing Obligations – Mss. Freed and Tierney
and Messrs. Berkeley and Dunn
• Overview of Morning Session
• Registration under the Exchange Act
• Continuous Reporting Requirements
• Informal Disclosure and Regulation FD
• Beneficial Ownership Reports: 13D, 16(a)
• Tender Offers
• Questions and Answers
10:30 a.m. Networking and Refreshment Break
10:45 a.m. Proxy Solicitation and Other Regulatory Matters – Mss. Freed and
Tierney and Messrs. Berkeley and Dunn
• Proxy Statements and Proxy Solicitation
• Annual Reports to Shareholders
• Shareholder Proposals
• Broker-Dealer and Investment Adviser Regulation: SEC and FINRA
• SEC Regulatory Developments and Initiatives
• SEC Enforcement Program
12:15 p.m. Lunch Break
1:30 p.m. Ethics and Professional Responsibility – Prof. Hazen and Faculty
• Overview
• Counsel’s Obligations: Ethical and Professional Responsibilities and SEC
Expectations and Enforcement against Counsel
2:30 p.m. Networking and Refreshment Break
2:45 p.m. Civil Liabilities and Insider Trading – Prof. Hazen and Mr. Berkeley
• Civil Liabilities
• Insider Trading, Reg FD, and Trading Windows
• Section 16(b)
4:15 p.m. Questions and Answers
4:30 p.m. Adjournment
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