SEC Basics Workshop – June 2015, London
SEC Basics is an intensive, interactive workshop that examines the workings and structure of the US Securities & Exchange Commission, the US securities laws and the SEC’s rules and regulations. This workshop is suitable for those with no or limited knowledge of the US securities laws, the SEC and the SEC’s rules and regulations.
The workshop is led by Mark Berman of CompliGlobe, a former SEC lawyer who advises on SEC practice and international financial services regulation.
The SEC Basics workshop is held in conjunction with InvestoRegulation’s 17th annual conference in London SEC Regulation Outside the United States featuring speakers from the US Securities & Exchange Commission.
Agenda for the day:
9.00 Workshop commences
10.30 Morning break
15.00 Afternoon break
17.30 End of workshop
SEC Basics will cover the following topics:
• What is the SEC? Where does it get its powers and how does it operate?
• What are the U.S. securities laws and the SEC’s rules and regulations?
• How can the SEC apply the United States securities laws and its own rules outside the US?
• How does the SEC interact with non-U.S. governments, regulators and exchanges?
The Credit Crisis
• What are the roots of the credit crisis? How will commercial banking, investment banking, insurance, commodities, pension plans and derivatives be regulated?
Offerings and Private Placements
• How are securities offered to the public?
• What are the pre-filing, waiting and post-filing periods, and what can be done during them?
• What is the review and comment process?
• What can be said and done outside the United States before a non-U.S. offering? Before a non-U.S. offering with a U.S. tranche?
• How does an issuer list its securities?
• What is a private placement? What are the differences between Regulation D private placements and Regulation S non-U.S. offerings?
• How are Rule 144 restricted securities re-sold?
• How do American Depositary Receipt programmes work?
• What’s involved with the “roadmap” to and IFRS-U.S. GAAP reconciliations?
• What are Rule 144A re-sales?
Continuing Obligations, Sarbanes-Oxley
• What are the continuing obligations for foreign private issuers?
• What is the difference between “filing” and “furnishing”?
• What is the Sarbanes-Oxley Act? How does it apply outside the United States?
• What do I need to know about the new guidance for Internal Control over Financial Reporting?
• What is a “significant deficiency?” “A material weakness”?
• What are beneficial ownership reports, Schedule 13Ds and 13Gs?
• What is XBRL?
Tender Offers, Exchange Offers and Going Private Transactions
• How does the SEC regulate issuer and third party offers?
• What is Regulation M-A?
• What other U.S. laws and requirements apply to tender and exchange offers?
• How do issuers “go private”?
• How to de-list from an exchange and de-register with the SEC?
• What is fraudulent, manipulative or deceptive behaviour?
• What is a material misstatement or omission and when does liability arise?
• How does the SEC investigate and bring enforcement actions?
• What is the Foreign Corrupt Practices Act?
Marketing Securities to U.S. Persons
• How do non-U.S. banks, brokers, dealers and money managers offer securities and products to U.S. persons. What is Rule 15a-6?
• What compliance obligations are imposed on non-U.S. firms that engage in this activity?
• How does the USA Patriot Act work?
• Can a non-U.S. firm manage funds for U.S. persons and not be SEC registered?
• How is “U.S. Person” defined?
• Can a non-U.S. firm manage ERISA money and what does this entail?
• What will the legislative changes involving non-U.S. money managers mean to practitioners?
• How to structure hedge funds and feeder structures?