NON-PROFIT ORGANIZATIONU.S. POSTAGE

PAIDPRACTISING LAW

INSTITUTE

Practising Law Institute1177 Avenue of the AmericasNew York, NY 10036

Register Today!Call (800) 260-4PLI or visit www.pli.edu/CHR5for more details.

PRIORITY CODE: CHR5

New York City, July 23-24, 2015

New York City, July 23-24, 2015

Register Today! Call (800) 260-4PLI or visit www.pli.edu/CHR5 for more details.

Satisfy Your CLE, CPE and CPD Requirements!

• Receive an overview of the integrated disclosure system, including annual reporting obligations• Learn how the JOBS Act is affecting registration of securities under the ’33 and ’34 Acts• Analyze exemptions from registration, including SEC rulemaking on Regulation “A+” • Examine the regulation of proxy solicitations, including scaled executive compensation disclosure for“emerging growth companies”

• Explore securities issues confronting corporate “insiders,” including Regulation D rules and Section 16 reporting• Understand the securities law issues triggered by M&A and other corporate transactions• Evaluate liability for securities law violations, including insider tradingSpecial Features: • Earn up to two full hours of Ethics credit• NY transitional attorneys: Earn Professional Skills credit

New York City, July 23-24, 2015

Why You Should AttendWhether 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 anddiscussion 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 theinterplay among the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the JOBS Act and related SEC regulations, and onhow 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 othercommon corporate transactions.

Satisfy Your CLE, CPE and CPD Requirements!

Register Today! Call (800) 260-4PLI or visit www.pli.edu/CHR5 for more details.

Stuart D. FishmanManaging Director and

Associate General CounselJ.P. Morgan Chase & Co.

Adam FleisherCleary Gottlieb Steen & Hamilton LLP

Alice G. Givens VP, Associate General Counsel J. Crew Group Inc.

Savaria B. HarrisDLA Piper LLP (US)

Barbara JacobsAssistant DirectorDivision of Corporation FinanceU.S. Securities and

Exchange Commission

Kenneth L. JosselynManaging DirectorGeneral Counsel - Finance & CorporateGoldman, Sachs & Co.

Douglas Koff Paul Hastings LLP

Brian S. KornManatt, Phelps & Phillips, LLP

Richard F. Langan, Jr.Nixon Peabody LLP

Andrea LowenthalSenior AttorneyAustralia and New Zealand

Banking Group

Eileen McCarthyDirector, Corporate CounselJetBlue Airways Corporation

Jennifer L. NadbornySimpson Thacher & Bartlett LLP

Trevor S. NorwitzWachtell, Lipton, Rosen & Katz

James E. OdellBlank Rome LLP

Anna T. PinedoMorrison & Foerster LLP

Andrew J. Pitts Cravath, Swaine & Moore LLP

Linda E. Rappaport Shearman & Sterling LLP

Anjan SahniNew York City

Andrew N. SiegelPartner and General CounselPerella Weinberg Partners

Thomas W. Yang Managing Director & Associate

General CounselBank of America Merrill Lynch

Chair

Program Attorney: Danielle B. Cohen

FACULTY

What’s on the Agenda?Introduction to Securities Laws• The integrated disclosure system• New rules for “emerging growth companies”• Working with the SECRegistering Securities Under the Securities Act of 1933 – The Skills Neededby Securities Lawyers• Section 5 and the communication rules and the effect of the JOBS Act• Interpreting Regulation S-K and Regulation S-X requirements• Approaching due diligence and disclosure obligations• Drafting securities registration statementsSecurities Act Exemptions/Private Placements• Exempt securities vs. exempt transactions• Regulation D and Regulation A offerings and changes resulting from the JOBS Act • “Crowdfunding”• Stock option grants and related issues• Rule 144A high yield and other offerings• Regulation S offerings to “non-U.S. persons”Reporting Under the Exchange Act• Forms 8-K, 10-Q and 10-K• Reporting requirements of third parties, including Schedule 13Ds• “Duty to disclose”• Regulations FD and GLiability for Securities Law Violations • Securities Act

– Sections 11, 12, 15 and 17– Indemnification and contribution

• Exchange Act– Section 10 and Rule 10b-5– Insider trading and selective disclosure

• “Controlling person” liability• The latest on Rule 10b-5 liability

What’s on the Agenda?“Insiders” and “Affiliates” – Section 16, Resales and Other Securities Law Issues• Section 16 reporting and liability – short-swing profit rules• Schedules 13D, 13G and 13F• Tracking related party transactions• Resale limitations and affiliate and control securities under Rule 144 Regulation of Proxy Solicitations• Regulatory scheme• Annual reports• Executive compensation disclosure, including scaled disclosure for

“emerging growth companies”• Governance disclosure• Security holder proposals and how to handle them• Recent and proposed proxy rule changes, including those resulting from the JOBS ActSecurities Law Aspects of Mergers, Acquisitions and Other Corporate Transactions• How the federal securities laws are triggered• Cash vs. stock consideration• Mergers• Third-party tender offers• Issuer tender offers and going private transactions• Fairness and other “expert” opinionsDisclosure Challenges, Deal Alternatives and Current Hot Topics • Analyzing materiality and SAB 99• Disclosing loss contingencies, and handling rumors and stock exchange trading • Drafting social media/company website policies and cybersecurity disclosure • Advising on spin-offs, carve-outs and reverse mergers • Identifying and dislosing PIPEs, registered direct offerings, block trades, DRIPs and

registration rights agreements

New York City, #58999; Program Fee: $1,695

N. Adele Hogan Watson Farley &

Williams LLP

Julie M. AllenProskauer Rose LLP

David K. BostonWillkie Farr & Gallagher LLP

Richard De RoseManaging DirectorHoulihan Lokey