Register Online at www.pli.edu/CHU5 or Call (800) 260-4PLI

Satisfy Your CLE, CPE and CPD Requirements!

Securities Filings 2015:Practical Guidance in aChanging Environment• Get an overview of the disclosure cycle and the integrated disclosure system; Regulations S-K, S-X and M-A

• Review Exchange Act registration and reporting, including Forms 10-K, 10-Q, 8-K and more

• Explore Securities Act registration statements, including discussion of eligibility, the draftingprocess, incorporation by reference, “experts,” consents, and “shelf” registration, as well asthe confidential filing process for “emerging growth companies”

• Examine Securities Act Section 5 — the communication rules and related filings and how those were and will continue to be affected by the JOBS Act

• Gain a broad overview of proxy statements, including when preliminary filings are required,the shareholder proposal process, and year-end timing and filing issues, including the “say-on-pay” rules, exchange listing standards for compensation committee members, and compensation adviser disclosures

• Discuss securities filings used in mergers, acquisitions and other significant corporate transactions

• Receive up to one hour of CLE Ethics credit

October 5-6, 2015San Francisco

September 3-4, 2015New York City

Boston, Cleveland and New BrunswickGroupcast Locations

Live WebcastNovember 12-13, 2015Chicago

This is an approved New York transitional program

Register Online at www.pli.edu/CHU5 or Call (800) 260-4PLI

Why You Should AttendThis popular program will analyze in detail the principal forms used for filings with the SEC under theSecurities Act of 1933 (“Securities Act”), and the Securities Exchange Act of 1934 (“Exchange Act”),with particular emphasis on the mechanics of and timing for assembling particular filings. Each segmentof the program will incorporate practical tips and/or interactive drafting exercises. Ethics credit andrecent legislation and SEC rule changes affecting disclosure obligations, in particular those resultingfrom the Dodd-Frank and JOBS Acts, will be woven within the topics covered.

What You Will Learn• Overview of the disclosure cycle and the integrated disclosure system; Regulations S-K, S-X and M-A

• Exchange Act registration and reporting, including Forms 10-K, 10-Q, 8-K and more

• Securities Act registration statements, including discussion of eligibility, the drafting process,incorporation by reference, “experts,” consents, and “shelf” registration, as well as the confidentialfiling process for “emerging growth companies”

• Securities Act Section 5 — the communication rules and related filings and how those were and will continue to be affected by the JOBS Act

• Broad overview of proxy statements, including when preliminary filings are required, the shareholder proposal process, and year-end timing and filing issues, including the “say-on-pay” rules, exchange listing standards for compensation committee members, and compensation adviser disclosures

• Securities filings used in mergers, acquisitions and other significant corporate transactions

• Section 16 filings

• Mechanics and implications of risk disclosures in both Securities Act and Exchange Act filings

• Review procedures in the SEC’s Division of Corporation Finance

• Current issues in securities filings resulting from the Dodd-Frank Wall Street Reform and ConsumerProtection Act, including new compensation and governance disclosures (e.g., CEO pay ratio andclawback policy disclosure)

Who Should AttendPractitioners interested in learning about and understanding the securities laws, as well as those who would like a review of the area. This course may also be suitable for other corporate,litigation and business law attorneys who handle cases where issues under the securities laws can arise.

Special Feature• Earn one hour of Ethics credit

Securities Filings 2015:Practical Guidance in a Changing Environment

What Past Attendees Have Said“These were experienced and involved instructors, commenting on a subject with which they were intimately familiar — and it showed!!”

“Excellent survey of the subject.”– 2014 Attendees

Morning Session: 9:00 a.m. – 12:30 p.m.

9:00Introduction and Opening RemarksNYC, SF, BOS, CLE, NB & WEB: Steven V. BernardCHI: Gary M. Brown

9:15Overview of the Federal Securities Laws• Securities Act of 1933 and related forms• Securities Exchange Act of 1934 and related forms• Integrated disclosure system• Regulation S-K — summary of line-item disclosure• Regulation S-XNYC, BOS, CLE, NB & WEB: Steven V. Bernard, N. Adele Hogan SF: Steven V. Bernard, Heidi E. Mayon, Allison SpinnerCHI: Gary M. Brown

10:15Filings Under the ’34 Act• Registration, deregistration and filing “triggers” — effects of the JOBS Act

• Section 13 filing requirements• Section 14 filing requirements• Section 16 filing requirements• Company versus third-party filingsNYC, BOS, CLE, NB & WEB: Keir D. GumbsSF: Heidi E. Mayon, Allison SpinnerCHI: Mark D. Wood

11:15 Networking Break

11:30The Disclosure Cycle and Related FilingsA. The Duty to Disclose• Disclosure beyond the line items: the sources of the duty to disclose

• Duty to update and duty to correct• Missing guidance — breaking the bad news

B. Quarterly Earnings Cycle• Earnings announcements and related filings;investor/analyst webcasts and providing “guidance”

• Regulations G and FD and their effects on filings• Quarterly report on Form 10-Q

C. Form 10-K Disclosure Requirements• Summary of contents• Coordination with proxy materialsNYC, SF, BOS, CLE, NB & WEB: Steven V. BernardCHI: Carol Anne Huff

12:30 Lunch

Afternoon Session: 1:30 p.m. – 5:00 p.m.

1:30Current Report on Form 8-K• Events triggering obligation to file• Use of 8-K to satisfy other filing requirements• “Furnished” vs. “filed” reports• The “safe harbor”• 8-K “traps” and the importance of corporate planning• Recent SEC enforcement activityNYC, BOS, CLE, NB & WEB: Julie Bell LindsaySF: Jackie LiuCHI: Keir D. Gumbs

2:30MD&A and the Annual Report to Shareholders• Relationship to financial statements and financial disclosure

• Current Commission focus on MD&A topics• Enforcement actions• Additional disclosure items for the annual report to shareholders

• MD&A drafting pointersNYC, BOS, CLE, NB & WEB: Steven V. Bernard, Jeffrey S. HochmanSF: Steven V. Bernard, Bradley Weber CHI: James J. Junewicz

3:45 Networking Break

4:00Proxy Statements• Up-to-the-minute overview of rules• Preliminary and definitive filings• Shareholder proposal process – effects of the Wal-Mart and Whole Foods decisions

• Drafting CD&A and related compensation disclosuresNYC, SF, CHI, BOS, CLE, NB & WEB: Mark A. Borges

5:00 Adjourn

Day One: 9:00 a.m. – 5:00 p.m.

Program Schedule

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.

Morning Session: 9:00 a.m. – 12:30 p.m.

9:00Deconstructing the Registration Statement; the Regulatory Process• Form eligibility considerations (e.g., S-1, S-3)• The drafting process and how to add value• The confidential review process for “emerging growth companies”

• Making the initial filing• Responding to SEC comments• Confidential treatment requests• Incorporation by reference• Section 5 and the communication rules• “Testing the waters”• Electronic road shows• Liability issues and considerations• Risk disclosure– Drafting risk factors– PSLRA safe harbor rules– “Bespeaks caution” doctrine

• Review procedures in the Division of Corporation Finance– Brief overview of the division– Processing ‘33 Act filings, including confidential submissions

– Current Staff focusNYC, BOS, CLE, NB & WEB: Stuart H. Gelfond, Gideon Schor, SEC Representative (Invited)SF: William F. Alderman, Ruben A. Garcia, SEC Representative (Invited)CHI: Cathy A. Birkeland, Jennifer Durham King, SEC Representative (Invited)

11:00 Networking Break

11:15 Deconstructing the Registration Statement; the Regulatory Process (Continued)NYC, BOS, CLE, NB & WEB: Stuart H. Gelfond, Gideon Schor, SEC Representative (Invited)SF: William F. Alderman, Ruben A. Garcia, SEC Representative (Invited)CHI: Cathy A. Birkeland, Jennifer Durham King, SEC Representative (Invited)

12:30 Lunch

Afternoon Session: 1:30 p.m. – 5:00 p.m.

1:30Current Issues in Securities Practice• Continuing implications of the Dodd-Frank and JOBS Acts

• Current and proposed SEC rulemaking• Recent SEC enforcement activity relative to “insiders”• Recent judicial developmentsDiscussion among the panelists and the audience of current issues affecting securities practice in general and securities filings in particularNYC, BOS, CLE, NB & WEB: Steven V. Bernard and PanelSF: Bruce K. Dallas and PanelCHI: Gary M. Brown and Panel

2:45 Networking Break

3:00Securities Filings in M&A Transactions• ’33 Act Issues — Form S-4, Rule 144 and resaleregistration rights

• Tender offers — Schedules TO, 14D-9 andproxy/information statements

• “Going private” transactions — Schedule 13E-3• Disclosure of merger negotiations — basic principlesNYC, BOS, CLE, NB & WEB: William J. ChuddSF: Michael S. DorfCHI: Elizabeth Clough Kitslaar

4:00Ethical Dilemmas in Preparation and Review of SEC Filings • Ethical considerations in SEC practice• Lawyers as “gatekeepers” and targets• The SEC’s “reporting up” rules• 2(e) (now 102(e)) proceedings• Experience under the Dodd-Frank whistleblower rulesNYC, BOS, CLE, NB & WEB: Charles F. WalkerSF: Amy BomseCHI: Lori B. Metrock

5:00 Adjourn

Day Two: 9:00 a.m. – 5:00 p.m.

Mark A. BorgesPrincipalCompensia, Inc.Corte Madera, California

William J. ChuddDavis Polk & Wardwell LLPNew York City

Stuart H. GelfondFried FrankNew York City

Keir D. GumbsCovington & Burling LLPWashington, D.C.

Jeffrey S. HochmanWillkie Farr & Gallagher LLPNew York City

N. Adele HoganWatson Farley & WilliamsNew York City

Julie Bell LindsayManaging Director and

General CounselCitigroup Inc.Washington, D.C.

Gideon SchorWilson Sonsini Goodrich &

Rosati, PCNew York City

Charles F. Walker Skadden, Arps, Slate,

Meagher & Flom LLPNew York City

SEC Representative(Invited)Division of Corporation FinanceU.S. Securities and

Exchange CommissionWashington, D.C.

NEW YORK CITY, GROUPCAST LOCATIONS AND LIVE WEBCAST

Program Attorney: Willis Goodmoore

Facul ty

SAN FRANCISCO

William F. AldermanOrrick, Herrington &

Sutcliffe LLPSan Francisco

Amy BomseArnold & Porter LLPSan Francisco

Mark A. BorgesPrincipalCompensia, Inc.Corte Madera, California

Bruce K. DallasDavis Polk & Wardwell LLPMenlo Park, California

Michael S. DorfShearman & Sterling LLPSan Francisco

Ruben A. GarciaJones DayPalo Alto

Jackie LiuMorrison & Foerster LLPSan Francisco

Heidi E. MayonPillsburySan Francisco

Allison SpinnerWilson Sonsini Goodrich &

Rosati, PCPalo Alto

Bradley WeberGoodwin Procter LLPMenlo Park, California

SEC Representative(Invited)Division of Corporation FinanceU.S. Securities and

Exchange CommissionWashington, D.C.

Steven V. BernardWilson Sonsini Goodrich

& Rosati, PCPalo Alto

Chair:

CHICAGO

Cathy A. BirkelandLatham & Watkins LLPChicago

Mark A. BorgesPrincipalCompensia, Inc.Corte Madera, California

Keir D. GumbsCovington & Burling LLPWashington, D.C.

Carol Anne HuffKirkland & Ellis LLPChicago

James J. JunewiczWinston & Strawn LLPChicago

Jennifer Durham KingVedder Price P.C.Chicago

Elizabeth Clough KitslaarJones DayChicago

Lori B. MetrockBaker DonelsonNashville

Mark D. WoodKatten Muchin Rosenman LLPChicago

SEC Representative(Invited)Division of Corporation Finance U.S. Securities and

Exchange Commission Washington, D.C.

Gary M. BrownChief Executive OfficerCMG Life Services Inc.Naples, Florida

Chair:

Steven V. BernardWilson Sonsini Goodrich

& Rosati, PCPalo Alto

Chair:

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and 1 credit hour can be applied toward the Ethics requirement.California: This activity is approved for MCLE credit in the amount of 12.75 hours, of which 1 hour will apply to legal ethics.

Recommended CPE Credit: 15 credit hours (14 Accounting and 1 Regulatory Ethics). Program Level: Overview. Practising Law Institute is registered with the National Association of State Boards ofAccountancy (NASBA), as a sponsor of continuing professional education on the National Registry of CPE Sponsors. For PLI’s officialNational Registry Statement, please visit www.pli.edu/credit.

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