Friday, September 15, 2017 | 9:00 am – 1:00 pm
Program Chair
N. Adele Hogan
Former Director
Deutsche Bank
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The stock market is hot, so help your clients jump in and be compliant! Top professionals will explain the capital markets basics of public offerings and SEC reporting. The program will serve as an instructional guide on key aspects of the IPO registration process, due diligence, comfort letters, underwriting agreements, permitted and prohibited types of communications, executive compensation, corporate governance and SEC procedures.
This introductory program is designed for lawyers at all levels who want to advise clients on getting ready for an IPO and then executing efficiently on that strategy. Financial statement issues and derivatives in offerings will be covered. Best practices in IPOs and private placement will be highlighted. There will be a one hour segment on handling some of the ethical issues of preventing and detecting SEC violations and other capital markets matters.
Lawyers (corporate and litigation), private equity professionals, audit professionals, compliance professionals and investors should attend to broaden their skills.
Live Program: $239 Member | $339 Nonmember
In-House Counsel: $169 Member | $269 Nonmember -
Kenneth G. Alberstadt
Akerman LLPFred Knecht
Executive Vice President & Deputy General Counsel
BNY MellonKristine M. Koren
Skadden, Arps, Slate, Meagher & Flom LLPLeslie Lowenbraun
Deutsche BankAndrea Lowenthal
Head of Legal, America
Australia and New Zealand Banking Group LimitedRisë Norman
Simpson Thacher & Bartlett LLPAnna Pinedo
Morrison Foerster LLPThomas Seaman
General Counsel & Chief Compliance Officer
Hometeam, Inc.Lori Zyskowski
Gibson, Dunn & Crutcher LLP -
9:00 am – 10:00 am SEC Registration Process - What is a security and when does it have to be registered
- How does registration with the SEC work
- Offering process
- Reporting process
- Law: Securities Acts, Reg. S-K, Reg. S-X, Reg. FD
- Debt vs. Equity – Trust Indenture Act
- Due Dilligence
- Document reviews
- Auditor Comfort Letters
- Site Visits
- How to avoid common, costly mistakes and unintended consequences
Risë Norman, Thomas Seamon
10:00 am – 10:45 am Private Placements and Exemptions - How to identify exemptions and do a private placement
- Reg. D, Reg. A and other exemptions and safe harbors
Anna Pinedo
10:45 am – 11:00 am Break 11:00 am – 12:00 pm Reporting under 1934 Act – Annual Reports (10-K) Quarterly Reports (10-Q) and Current Reports (8-K) - What are the filing obligations
- How to get filings done
- What are the best practices for SEC reporting
Lori Zyskowski
12:00 pm – 1:00 pm Ethics Related to Capital Markets - Liability for securities law violations
- Investigations and ethics around who is the client, confidentiality and privilege
- Reg. D – ethics around who is the client
- Communications during offering periods – industry conferences, interviews, social media, press releases and email – ethics competence
- Pressure to File with the SEC – consents, signed documents, back dating
- Confidentiality and Privacy – responding to government quests
Kenneth Alberstadt, Fred Knecht, Kristine Koren, Leslie Lowenbraun, Andrea Lowenthal
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NY: 4.0 total: 3.0 professional practice, 1.0 ethics
NJ: 4.5 total: 3.3 general, 1.2 professional responsibility
CA: 4.0 total: 3.0 general, 1.0 professional responsibility
PA: 3.5 total: 2.5 general, 1.0 professional responsibility -
Sponsoring Association Committees:
Financial Reporting | David S. Huntington, Chair
Securities Regulation | Marc M. Rossell, ChairSponsorship Opportunities are Available! Please Contact:
Maricela Alfonso| Membership and CLE Relations Associate | (212) 382-6608 | MAlfonso@nycbar.org
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