Understanding New Compliance & Disclosure Interpretations ("C&DIs")

Summary:

The SEC’s Office of Corporation Finance issues interpretations of SEC disclosure requirements in guidance documents known as Compliance & Disclosure Interpretations (C&DIs). Although these staff-written interpretations, written in response to requests dealing with specific circumstances, are non-binding and informal in nature, they are closely watched as general guidance on how the SEC staff is currently interpreting U.S. securities laws. The SEC staff currently is updating and reformatting its interpretive positions, and accounting and finance staff, consultants, and corporate lawyers need to understand how to find and use the newly formatted information.

A panel of government officials and corporate disclosure experts will discuss the latest C&DI guidance and the new format in a LIVE two-hour Webcast presented by the Knowledge Congress.

Course Level: Intermediate
Prerequisite: None
Method Of Presentation: Group-Based-Internet
Developer: The Knowledge Conference
Recommended CLE/CPE Hours: 2.0
(Please note, your State Bar or Accounting Board will make the final determination with respect to continuing education credit.)
Advance Preparation: Print and review course materials
Course Code: 093869

SEGMENT 1:

David M. Lynn, Partner, Co-Chair-Global Public Companies Practice , Morrison & Foerster LLP

- Evolution of the Division of Corporation Finance's interpretive material from Telephone Interpretations
- FAQs and other assorted formats into the new C&DI format
- Explanation of how they are supposed to work, and the context in which they should be taken
- The Process how C&DIs are created
- Notable Interpretations

SEGMENT 2:

Dennis Bertron, Partner, Behar Bertron PLLC

- 10b5-1 Plans
- Going Private Transactions
- Executive Compensation

SEGMENT 3:

Colin Diamond, Partner, Capital Markets Practice, White & Case LLP

C&DIs related to the Securities Act
- Private placements and PIPEs (134.01; 139.11, 214.02)
- Integration of public and private offerings (139.25)
- Immediate takedowns from Form S-3 (628.01)
- Resales by limited partners in a distribution under Rule 144 (533.05)

SEGMENT 4:

Thomas O. Gorman, Chair- Securities Litigation practice group, Porter Wright Morris & Arthur LLP

- The purpose of Section 13(d)
- The differences between the two forms
- The Corp Fin interpretations
- The ruling in CSX v. The Children's Investment Fund re filing a Schedule 13D
- Analysis and conclusions

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Who Should Attend?

- Public Companies
- Accounting & Finance Executives
- M&A Consultants
- Attorneys

Why Attend?

This is a must attend event to everyone to hear the up-to-the minute updates, issues and developments concerning compliance & disclosure interpretations.
- New guidance explained by the most qualified key leaders & experts
- Hear directly from key regulators & thought leaders
- Interact directly with panel during Q&A

Understanding New Compliance & Disclosure Interpretations ("C&DIs")
LIVE Webinar

Wednesday, July 1, 2009
12:00pm to 2:00pm (ET)