Cancelled - Fundamentals of Securities Law 2011 - WEBCAST
May 2011
Fundamentals of Securities Law 2011 - WEBCAST
For more information on viewing the webcast please click on this link. http://www.cba-cle.org/webcast_tips.html
Program Highlights
- Overview of Securities Law (Federal and Colorado)
- Registration Under the Securities Act of 1933
- Exemptions from Registration and “Private Placements”
- Reporting Requirements of the Securities Exchange Act of 1934
- Securities Law Violations Liability
- Legal Ethics
Take a look inside for more details!
Attend this year's Rocky Mountain Securities Conference on May 6, now in its 43rd successful year! Featuring some of the country's leaders in the profession, this is one event you don't want to miss.
Program Description
The world of investing is fascinating and complex. But unlike the banking world, there are no guarantees. So as more of your clients turn to the markets to help secure their futures, knowing the basics is more important than ever.
The best way to protect yourself and your clients is to gain sound knowledge and ask questions. Attend this program to get the timely, comprehensive, and accurate information on such SEC fundamentals as registration, exemptions, reporting requirements, liability, and much more. Interact with your distinguished faculty, learn from their vast experience, and leave with solid information so crucial to your success.
Register today!
Agenda
8:15 - 8:45 am
Registration
8:45 - 9:30 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
- How the integrated disclosure system works
- “Offer,” “sale,” and “prospectus” defined
- Underwriters
- Introduction of the Colorado Securities Act
Presented by Jason Day, Esq.
9:30 - 10:45 am
Registration Under the Securities Act of 1933
- The registered offering process and typical timeline
- Role of the SEC
- Registration statements
- Selecting the appropriate form
- Preparation and content of the disclosure documents
- Electronic offerings
- What is a “road show”?
- Communication during the offering
- Accounting issues
- Liability and the due diligence process
- Underwritten offerings
Presented by Garth Jensen, Esq.
10:45 - 11:00 am
Networking Break
11:00 - 12:00 pm
Exemptions from Registration and “Private Placements”
- Exempt securities vs. exempt transactions
- Regulation D
- NSMIA
- Structuring private placements
- Rule 701 and offerings to employees
- Regulation S and sales outside the U.S.
- Rule 144, Rule 144A and Section 4(1 ½)
Presented by Brian Boonstra, Esq.
12:00 - 1:00 pm
Lunch (On your own)
1:00 - 2:00 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
- Dodd-Frank Act
- Regulation G
Presented by Jason Day, Esq.
2:00 - 2:15 pm
Networking Break
2:15 - 3:30 pm
Securities Law Violations Liability
- Overview
- Multiple regulators (SEC, states and SROs)
- Private litigants
- Civil and criminal liability
- Statutory claims
- Federal claims (Securities Act, Exchange Act and Investment Company Act)
- General antifraud provisions (Sections 17(a), 10(b) and Rule 10b-5 - false statements and insider trading
- False statements in registration statements and prospectuses (Sections 11 and 12)
- False statements by broker-dealers Section 15(a))
- Securities registration violations (Section 5)
- Unregistered broker-dealer (Section 15(b))
- Unregistered investment adviser (Section 203)
- State Claims (Colorado Securities Act)
- §11-51-501 and 11-51-604, C.R.S.
- Common law claims - fraud, negligent misrepresentation, breach of duty
- Damages and sanctions - private litigation versus government
- Secondary liability - aiding and abetting and control person
- Private litigation issues - the PSLRA, Stoneridge and Tellabs
- Indemnification and contribution
- D&O Insurance
Presented by Michael MacPhail, Esq.
3:30 - 4:30 pm
Legal Ethics
- Who is the client?
- Rule 1.5 - Fees and fee agreements - can an attorney take equity as an investment or for fees?
- Rule 1.13 and Rule 1.6 - Representation of organizations and reporting up or out
- Rule 4.4 - Respect for rights of third persons
- Formal Opinion 113 - Ethical duties to disclose errors to the client
Presented by Herrick Lidstone, Esq.
4:30 pm
Adjourn
Program Chair
Jason Day, Esq.
Faegre & Benson, LLP
Denver, CO
Faculty
Brian Boonstra, Esq.
Davis Graham & Stubbs, LLP
Denver, CO
Garth B. Jensen, Esq.
Holme Roberts & Owen, LLP
Denver, CO
Herrick K. Lidstone, Jr.
Burns, Figa & Will, PC
Greenwood Village, CO
Michal R. MacPhail, Esq.
Holme Roberts & Owen, LLP
Denver, CO
Video Replays: May 26, 2011
Denver: CLE Classroom, 1900 Grand Street, Suite 300
Grand Junction: 1250 East Sherwood Drive
Colorado Springs: 421 South Tejon Street, Suite 100
Registration Fees
| Non Member | $339.00 |
| CBA | $289.00 |
| CBA | $259.00 |
| New Lawyer | $239.00 |
| CBA | $239.00 |
- General Credits: 7.00
- Ethics Credits: 1.20
- EDI Credits:
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