Fundamentals of Securities Law - WEBCAST
January 2009
Fundamentals of Securities Law
Live Webcast Information
For more information on participating via webcast, go to:
Information and instructions regarding connecting to the webcast will be e-mailed to you approximately 5-10 business days before the webcast.
Program highlights:
What You Will Learn:
·Overview of Securities Laws (Federal and Colorado)
·Sarbanes-Oxley
·How Transactions in Securities are Registered Under the Securities Act of 1933
·Exemptions from Registration - “Private Placements”
·Reporting Requirements of the Securities Exchange Act of 1934
·Legal Ethics Issues When Registering Securities and Engaging in Reporting Activities
·Liability for Violating Securities Laws and How to Avoid Violating the Securities Laws
·Legal Ethics and Insider Trading
Who Should Attend:
·Attorneys Entering into a Securities Law Practice
·Business Law Attorneys Who Need a Good Working Knowledge of Securities Law
·Broker-Dealers and Other Securities Industry Professionals
·Corporate Management
·Anyone Who Needs to Get Up to Speed Fast on the Most Important Concepts in Securities Law!
Program Description
There is no better time than now to introduce yourself to the fascinating world of securities law! From securities registration, exemptions from registration, and reporting requirements, to liability for securities law violations and the legal ethics issues that come up in the world of securities law, our experts will demystify the concepts and terminology that sometimes sounds like a foreign language to non-securities specialists.
Our experts take a full day to lead you, step-by-step, from the basic definitions to more advanced concepts in securities law. Our program provides a full hour of ethics instruction, so that you can avoid making professional responsibility mistakes as you navigate the world of securities. Sarbanes-Oxley Act and other reporting issues will be covered, giving you a comprehensive view of the compliance issues of securities law.
Our program includes a segment on how to help your clients (and you) avoid violating the securities laws.
Whether you are new to securities law matters or just need a refresher, you owe it to yourself to attend this superb program.
Register for Securities Law Fundamentals TODAY!
Agenda
8:30 AM – 9:00 AM
Registration
9:00 AM – 9:05 AM
Welcome and Introduction
Extended by Scott A. Berdan, Esq.
9:05 AM – 9:55 AM
Overview of Securities Law (Federal and Colorado)
- What is a security?
- What is NOT a security?
Investment contracts
Equity and Debt instruments
- The Securities Act of 1933
- The Securities Exchange Act of 1934
- The Sarbanes-Oxley Act
- How the integrated disclosure system works
- “Offer,” “Sale,” and “Prospectus” defined
- Underwriters
- Introduction to the Colorado Securities Act
Presented by Jeffrey A. Sherman, Esq.
10:00 AM – 10:25 AM
Preparing for Registration Under the Securities Act of 1933
- Pre-filing issues
- Section 5 of the Securities Act of 1933
- Listing requirements
- Sarbanes-Oxley impact
Officer loans
404 compliance
- EDGAR
- Cheap stock issues
- Choice of jurisdiction
- Gun-Jumping
Presented by Jeffrey A. Sherman, Esq. and Scott A. Berdan, Esq.
10:25 AM – 10:40 AM
Break (15 minutes)
10:40 AM – 11:05 AM
Registration Under the Securities Act of 1933
- Basic procedures for registration
- Role of the SEC
- Electronic offerings
- What is a “road show”?
- Accounting
- Due diligence
- “Shelf” registration
- Preparing registration documents
- Disclosure obligations
Presented by Jeffrey A. Sherman, Esq. and Scott A. Berdan, Esq.
11:10 AM – 12:00 PM
Exemptions from Registration and “Private Placements”
- Exempt securities vs. exempt transactions
- Regulation D
- Rule 144
- NSMIA
- Rule 701 and offerings to employees
- Private Placements
- Section 4(1), 4(2) and 4(1 ½)
Presented by Scott A. Berdan, Esq.
12:00 PM – 1:15 PM
Lunch (On Your Own)
1:15 PM – 2:20 PM
Reporting Requirements of the Securities Exchange Act of 1934
- Forms 10-K, 10-Q, 8-K
- Forms 3, 4, and 5
- Duty to disclose; Duty to update
- Regulation FD
- Press Releases and Other Public Disclosures
- Proxy Statements
- Form Checks
- The Sarbanes-Oxley Act
- Regulation G
Presented by Jason Day, Esq.
2:20 PM – 2:30 PM
Break (10 minutes)
2:30 PM – 3:30 PM
Legal Ethics: Securities Law Violations Liability and How to Avoid Violating the Securities Laws; Ethical Insider Trading
- Securities Act Violations
·Section 11
·Section 12
·Section 15
·Section 17
·Indemnification and contribution issues
- Exchange Act Violations
·Section 10
·Secondary actor liability and the Stoneridge decision
·Insider trading
·Selective disclosure issues
- Avoiding liability by using Rule 10b5-1 trading plans
- Enforcement of violations
- Liability under the Colorado Securities Act
Presented by Herrick K. Lidstone, Jr., Esq. and Cliff Stricklin, Esq.
3:30 PM
Adjourn
Faculty:
Scott Berdan, Esq.
Holland & Hart, LLP
Boulder, CO
Jason Day, Esq.
Faegre & Benson, LLP
Denver, CO
Herrick K. Lidstone, Jr., Esq.
Burns, Figa & Will, PC
Greenwood Village, CO
Jeffrey A. Sherman, Esq.
Faegre & Benson, LLP
Denver, CO
Cliff Stricklin, Esq.
Holland & Hart, LLP
Denver, CO
Planning Committee:
Scott Berdan, Esq.
Holland & Hart, LLP
Boulder, CO
Jeffrey A. Sherman, Esq.
Faegre & Benson, LLP
Denver, CO
Video Replays: February 26, 2009
Denver: CLE Classroom, 1900 Grant Street, Suite 300
Grand Junction: 1250 East Sherwood Drive
Colorado Springs: 421 South Tejon Street, Suite 100
Registration Fees
| $299.00 | |
| CBA | $249.00 |
| CORP | $229.00 |
| $209.00 | |
| $209.00 |
- General Credits: 6.00
- Ethics Credits: 1.20
- EDI Credits:
To join the CBA or add a Section to your membership click