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December 11-12, 2006
Faculty
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 Jeffry S Hoffman, Dechert N Adele Hogan, Linklaters
Gerald Adler, Dechert
Julie M Allen, Proskauer
Rose
Stephen
F Arcano, Skadden Arps Slate Meagher &
Flom
Gene
Capello, Attorney and
Corporate Governance Consultant
John S D'Alimonte, Willkie
Farr & Gallagher David I Gottlieb, Cleary
Gottlieb Steen & Hamilton
Don D Grubman, Hahn
& Hessen
Laurence S Moy, Outten
& Golden
Christopher C Paci, King
& Spalding
Linda E Rappaport, Shearman
& Sterling
Amy
Reich, Citigroup
Tangela
S Richter, SEC
Paul Vizcarrondo, Wachtell
Lipton Rosen & Katz
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Select Lawyer
Links Topic Pages
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Lawyer
Links Topic Pages
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Introduction to Securities Law
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Highlights
- Sources of securities law
- How to approach securities
law
- Securities Act of 1933
- Securities Exchange Act of
1934
- Sarbanes-Oxley Act of 2002
Lawyer
Links Topic Pages
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Reach of Securities Regulation
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Highlights
- What is a security?
- What is a sale?
- Regulation S
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Registering Securities Under the Securities Act of
1933
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Highlights
- How securities are registered
- Roles of lawyers and the SEC
- Impact of the securities
law reform act
- New rules about what can be
done during an offering
- Electronic offerings
- Electronic road shows
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Securities Act Registration Exemptions
SEC_CODE_REF_0090001192884
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Highlights
- Private placements
- Regulations A and D
- Intrastate offerings
- Rule 701
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Resales of Securities
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Highlights
- Control and restricted
securities
- Rules 144 and 144A
- Private resales
- Section 16(b) short-swing
trading
- Sarbanes-Oxley blackout
periods
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Liability for Securities Act Violations
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Highlights
- Criminal and other
governmental actions
- Section 11
- Section 12
- Section 15
- Section 17
- Indemnification and
contribution
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Reporting Under the Exchange Act
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Highlights
- Forms 8-K, 10-Q and 10-K
- Other general reporting
requirements
- Sarbanes-Oxley requirements
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Regulation of Proxy Solicitations
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Highlights
- Regulatory scheme
- Security holder proposals
- False and misleading
statements
- Proxy contests
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Ethics and Professionalism in Securities Law
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Highlights
- Special position of
securities lawyers
- Lessons learned from
corporate scandals
- Sarbanes-Oxley requirements
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Liability for Exchange Act Violations
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Highlights
- Section 10 and Rule 10b-5
- Insider trading and other
Rule 10b-5 problems
- Standing to sue
- Scienter and
causation-reliance
- Liability under
Sarbanes-Oxley
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Recent Developments in Securities Laws
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Highlights
- Securities Act Reform
- New Executive Compensation Rules
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Corporate Takeovers & Mergers and Acquisitions
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Highlights
- Tender offers defined
- Regulation of tender offer
- Defending against tender
offers
- Straight mergers
- Triangular mergers
- Stock acquisitions
- Assets acquisitions
- Securities law requirements
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