13-Hour Program

See Credit Details Below

Overview

Why You Should Attend

Many lawyers learn SEC reporting through on-the-job training that often is piecemeal at best. This Workshop is intended to replace that ad-hoc learning process by helping participants develop an in-depth understanding of the reporting requirements of the U.S. federal securities laws. Workshop participants will build the foundational knowledge and practical experience necessary to understand, prepare and review periodic and current reports and proxy statements to comply with the SEC’s detailed disclosure requirements. Participants will also learn important rules and techniques for communicating with the public, including during public offerings of securities as well as what triggers the “duty to disclose,” the importance of “insider trading” policies, and the art of drafting disclosure documents and press releases with a view toward limiting potential liability. This Workshop will include discussion of current and emerging SEC focus areas and is perfect for beginners or as a refresher for experienced SEC reporting professionals. 

What You Will Learn

After completing this Workshop, participants will be able to:

  • Address key disclosure and reporting issues in Forms 10-K, 10-Q and 8-K, and proxy statements
  • Understand how to make public communications within the constraints of the SEC’s rules and guidance, including Regulation FD (“fair disclosure”), Item 10(e) of Regulation S-K and Regulation G (“non-GAAP financial measures”)
  • Implement stock buyback programs (including pursuant to Rule 10b-18 as well as issuer tender offers)
  • Enumerate and explain the various theories of insider trading and how to protect the company and executives from charges of insider trading, including through the use of insider trading policies and Rule 10b5-1 plans
  • Understand the process of registering securities for offer and sale under the Securities Act of 1933 (“Securities Act”) and certain of the exemptions from registration
  • Comply with Securities Act requirements for resales of securities, including Rule 144
  • Advise on compliance with Section 16 reporting and disclosure requirements
  • Draft and review an effective MD&A
  • Discuss the latest developments in SEC reporting, including new disclosures for cybersecurity risks and events, 10b5-1 plans and insider trading policies, “clawbacks” and “pay versus performance”
  • Review developments on climate-related matters
  • Deal with the SEC staff and understand their “hot buttons,” including frequent comment areas such as supply chain disruptions, known trends and uncertainties, executive compensation matters, non-GAAP measures, contingencies, revenue recognition and segments

What You Should Bring

Bring your company’s or a client’s most recent public disclosures: 10-K, 10-Q, recent 8-K, proxy statement and one or more press releases. If you work with a company that is not yet public, filings from a company in the same industry are a reasonable alternative.

Who Should Attend

This Workshop is geared to beginners or as a refresher for experienced SEC reporting professionals. Attorneys, general counsel, in-house counsel and corporate legal staff, investor relations professionals, and others involved in the preparation of SEC filings will take away valuable practical information and skills necessary to satisfy SEC reporting requirements. For accountants and auditors, we recommend taking our SEC Reporting Skills Workshop for Financial Professionals, which includes a more in-depth analysis of financial reporting issues in SEC reporting.

Program Level

Basic

Prerequisites

Although geared for beginners, we recommend some prior experience with the SEC reporting process and use of the Instructions to Forms and Regulations S-K and S-X.

Advanced Preparation

None

Topics
Accounting and financial reporting Financial reporting (Accounting and financial reporting) Disclosures (Securities and other financial products) Regulation, compliance, and enforcement (Securities and other financial products) Form 10-K
Industries
Accounting and Auditing Securities

Program Expired

The full program is no longer available, but certain segment(s) of the program may still be available below.

Program ID: 387493

Credit Details

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Credit Details For All Jurisdictions For This Program

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Program Faculty
Instructors
Gary M. BrownNelson Mullins Riley & Scarborough LLP
George M. WilsonSEC Institute, a Division of PLI
Program Attorney
Robin D. Goldstein
Program Segments

Overview of the SEC's Requirements

1:18:15
This session examines and provides an overview of the key statutes governing reporting by public companies and reviews the related regulatory framework and requirements. After completing this session, participants will be able to:
  • Understand the differences in as well as the inter-relationships of the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act” or “1934 Act”)
  • Appreciate how to utilize the SEC’s integrated disclosure system, including Regulations S-K and S-X, as the foundation for preparing SEC filings
  • Locate and utilize key SEC resources, including Staff Accounting Bulletins, Staff Legal Bulletins, Compliance and Disclosure Interpretations (C&DIs) and SEC releases, in the research and report preparation process

Program ID: 412337

Disclosure Basics

1:30:59
This session discusses basic disclosure issues faced by public companies, including when a “duty to disclose” exists, materiality considerations, Regulation FD compliance and the protection afforded by risk factor disclosure as well as certain “safe harbors” for forward-looking information. After completing this session, participants will be able to:
  • Understand and be able to differentiate between the “duty to disclose,” the “duty to update” and the “duty to correct”
  • Appreciate issues to be addressed in determining materiality
  • Prepare and review appropriate risk factor disclosures
  • Understand techniques to avoid liability for “forward-looking” statements using the 1995 Private Securities Litigation Reform Act as well as other regulatory and judicial constructs
  • Provide advice on Regulation FD compliance and related communication issues
  • Assist in building a comprehensive communication policy


Program ID: 412336
Credit Details For This Segment
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Credit Details For All Jurisdictions For This Program

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Registering Securities for Sale Under the Securities Act

1:01:01
This session reviews the steps to register securities for sale under the Securities Act, including a brief discussion of certain exemptions from registration. After completing this session, participants will be able to:
  • Understand the basic Securities Act rule: unless exempt, register
  • Be aware of the primary exemptions from registration, including Regulation “A+”
  • Determine whether certain communications comply with Section 5’s “communication rules” – and understand the consequences of “gun jumping”
  • Understand the differences between registration on Forms S-1 and S-3
  • Know basic SEC review procedures
  • Be prepared to advise clients on basic Securities Act liability issues

Program ID: 412335

Drafting and Reviewing 1934 Act Periodic Reports – Forms 10-K and 10-Q

2:15:38
This session addresses reporting on Forms 10-K and 10-Q. Topics include filer status determination, deadlines, and possible extensions of time. Discussion includes how to draft and review the required disclosures in each report, including human capital resources, properties, legal proceedings, and control evaluations. After completing this session, participants will be able to:
  • Understand how to prepare and review Forms 10-K and 10-Q
  • Recognize and address new and key reporting challenges including disclosures for climate change, cybersecurity risks, “clawbacks”, rule 10b5-1 plans and share repurchases
  • Appreciate and articulate the importance of disclosure controls in the reporting process
  • Appreciate the importance of ensuring conformity between the financial statements and non-financial disclosures
  • Understand CEO/CFO certification requirements
  • Determine the exhibit requirements of the various forms
  • Understand how to work with the SEC in the filing review process and review frequent SEC comment areas

Program ID: 412334

Ethical Dilemmas in Preparation and Review of SEC Filings

1:00:38
This session addresses ethical requirements and considerations in practicing securities law, including the SEC reporting process. After completing this session, participants will be able to:
  • Understand ethical considerations in SEC practice
  • Be able to apply real-life example case studies to their practice
  • Appreciate the role of lawyers as “gatekeepers” and targets
  • Explain the SEC’s “reporting up” rules
  • Understand SEC Rule 2(e) (now 102(e)) proceedings
  • Learn about experiences under the whistleblower rules and how they apply

Program ID: 412333

Current Reports on Form 8-K

1:31:07
This session examines the structure and required disclosures of Form 8-K. Topics include deadlines, a discussion of the most common triggering events and which Form 8-Ks are “furnished” versus “filed.” After completing this session, participants will be able to:
  • Determine events that trigger a Form 8-K filing obligation
  • Understand the distinction between “furnished” versus “filed” reports
  • Appreciate Form 8-K filing deadlines and the consequences of late or missed filings
  • Understand how the “safe harbor” works and which items it applies to
  • Understand the quarterly earnings release and Form 8-K disclosure process
  • Provide advice on developing effective disclosure controls to ensure timely Form 8-K filings
  • Avoid certain Form 8-K “traps” and the importance of corporate planning

Program ID: 412332

Proxy Statements and Annual Reports to Shareholders

1:31:12
This session addresses the requirements for proxy statements, including the drafting process and executive compensation disclosures. After completing this session, participants will be able to:
  • Understand the proxy process and information requirements
  • Plan details and develop a timeline for an annual shareholders meeting
  • Coordinate use of the Form 10-K as the annual report to shareholders required to accompany the proxy materials
  • Understand when preliminary proxy materials are required
  • Recognize basic (but important) aspects of proxy statement disclosure and proxy solicitation
  • Determine the “named executive officers” for compensation disclosure
  • Enumerate the issues in drafting CD&A and related compensation disclosures
  • Understand the basics of the shareholder proposal process

Program ID: 412331

Management's Discussion and Analysis (MD&A)

2:00:46
This session addresses MD&A including the underlying principles, sources of guidance and required disclosures for results of operations, liquidity and capital resources and critical accounting estimates. Focus areas include quantitative and qualitative information, unusual and infrequent events, and known trends and uncertainties. After completing this session, participants will be able to:
  • Understand and apply SEC guidance for MD&A structure and content
  • Appreciate key issues required when discussing results of operations
  • Assess required information and conclusions when discussing liquidity and capital resources
  • Enumerate the issues presented in omitting the earliest year from MD&A
  • Apply key lessons from SEC comment letters and SEC enforcement actions
  • Discuss the SEC’s guidance on non-GAAP measures and metrics

Program ID: 412330

Stock Trading – Company Buybacks; Trading by Officers and Directors

1:31:00
This session addresses the various stock trading issues, including company buy backs, insider trading, Section 16 reporting requirements, and liability provisions applicable to “insiders.” Discussion includes suggestions for establishing an effective insider trading program. After completing this session participants will be able to:
  • Understand the issues associated with company stock repurchases
  • Rule 10b-18, Regulation M, and issuer tender offers
  • Understand “insider trading” – what it is and how to avoid liability
  • Describe key insider trading case law and the various theories of liability
  • Understand the importance of insider trading policies
  • Advise on the adoption of Rule 10b5-1 plans and “non 10b5-1 trading arrangements” for insiders
  • Discuss resales of securities and compliance with Rule 144
  • Recognize the requirements of Exchange Act Section 16 to report officer and director stock transactions on Forms 3, 4 and 5 and how to assist officers and directors in avoiding “short swing profit liability”
  • Understand “clawback” policies

Program ID: 412329