Emerging Issues in the SEC: Proposed Amendments to the Exchange Act Rules – A 2015 Perspective
Since December 2014, the Securities and Exchange Commission (SEC) has proposed several rules under the Securities Exchange Act of 1934 (Exchange Act) including a proposed rule requiring registrants to disclose the relationship between executive compensation and the financial performance of the registrant as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank), a proposed rule requiring registrants to disclose transactions that hedge or offset any decrease in the market value of the registrant’s equity securities by employees or directors as required by Dodd Frank, and a proposed rule that would reflect higher thresholds for registration, termination of registration and suspension of reporting by registrants under Exchange Act Section 12(g) that were set forth in the Jumpstart Our Business Startups Act (JOBS Act), amend the definition of “held of record” and apply the definition of accredited investor in Securities Act Rule 501(a) to determinations of which record holders are accredited investors under Exchange Act Section 12(g). In addition, in March 2015, the SEC adopted final rules which became effective June 19 introducing Regulation A+ mandated by the JOBS Act intended to be a cost-effective option for small and medium-sized companies seeking to raise capital.
In this CLE course, a panel of key thought leaders, including an alumni of the SEC, organized by The Knowledge Group will provide the audience with an overview and discussion of the critical elements of the SEC’s various amendments to the Exchange Act Rules and their potential effects on public companies, private companies seeking capital and finance institutions. Speakers will also share best practices and what companies should be doing now to prepare for these rule changes.
Key topics include:
- Details of these Amendments to the Exchange Act Rules
- Up to the minute Regulatory Developments
- Potential Adoption and Implementation Issues
- Best Compliance Practices
Olshan Frome Wolosky LLP
- Proposed Rule Regarding the Disclosure of Hedging
- Proposed Rule Regarding the Implementation of Title V and Title VI of the Jumpstart Our Business Startups Act (“JOBS Act”)
- Clawbacks and National Securities Exchanges
- Blue Sky Laws and Regulation A+
Schnader Harrison Segal & Lewis LLP
- What companies and filing must include pay versus performance disclosure
- Whose compensation is proposed to be covered and for what period
- How is the amount of executive compensation actually paid to such persons proposed to be determined
- How is the company's peer group proposed to be determined for comparative purposes
- How is the company's cumulative Total Shareholder Return (TSR) proposed to be calculated
- On what aspects of the proposed rule did the SEC request comments and what might change from the proposed rules
- What should companies be doing now to prepare for such disclosure
James R. Burns, Partner
Willkie Farr & Gallagher LLP
- Unparalleled Rulemaking
- Regulation A
- Regulation A+
- Regulation A Amendments
- Regulation A Guidance
Who Should Attend:
- Finance Professionals
- Financial Advisers
- Chief Financial Officers
- Corporate Tax Professionals & Finance Executives
- Financial Reporting Managers
- Finance Lawyers
- Banking and Finance Lawyers
- Banking and Financial Institutions
- Other Related/Interested Professionals and Organizations
James R. Burns is a partner in Willkie’s Asset Management Group, focusing on counseling investment managers, broker-dealers, self-regulatory organizations, and other registered entities on regulatory, compliance and enforcement matters. Prior to joining Willkie, Jim served most recently as Deputy Director of the SEC’s Division of Trading and Markets and previously as Deputy Chief of Staff and Counsel to Chairman Mary Schapiro. He was an adviser to Commissioner Kathy Casey and worked for many years on enforcement and regulatory matters in the securities practice at a leading law firm. He brings an acute knowledge and understanding of the equity, fixed income, and derivatives markets, having played an integral role in the development of current SEC positions and regulatory initiatives affecting those areas. Through his experience, he is able to provide clients, including asset managers, broker-dealers, and other registrants -- with insights into current issues in SEC examination and enforcement contexts, as well as strategic advice on the effects of SEC initiatives on their business operations and compliance programs.
James R. Burns is a partner in Willkie’s Asset Management Group, focusing on counseling investment managers, broker-dealers, self-regulatory organizations, and …
As a Corporate partner with Olshan, Ken is highly knowledgeable in the area of SEC reporting requirements and regulations.
Leveraging his extensive experience in securities law, Ken assists clients in fulfilling their SEC reporting requirements (including those falling under Section 16 of the Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933) and other public company obligations. He also represents public and private companies in mergers and acquisitions, and in asset purchase and stock purchase transactions.
Ken has substantial general corporate experience as well, including the negotiation and drafting of employment, stockholder, partnership, and operating agreements.
Additionally, Ken has represented underwriters and placement agents in connection with public and private offerings, and public companies in connection with initial public offerings, secondary public offerings, regulatory compliance, corporate governance and securities law issues.
As a Corporate partner with Olshan, Ken is highly knowledgeable in the area of SEC reporting requirements and regulations. Leveraging …
Sarah Hewitt is chair of Schnader Harrison Segal & Lewis LLP’s Corporate and Finance Practice Group. She represents public and private companies, including emerging companies, family businesses, women and minority-owned businesses and nonprofit corporations, in the areas of corporate and securities law, private equity and venture capital financing, mergers and acquisitions, corporate governance, and general corporate counseling. She has also represented borrowers and lenders in secured and unsecured financing transactions, including asset-based loan transactions. She advises clients in a wide range of industries, including art, energy, financial services, gaming, mining, services, software, technology, and telecommunications.
Ms. Hewitt counsels issuers, underwriters, and investors, as well as directors, executive officers, and shareholders, in a wide variety of matters including SEC registration and periodic reporting requirements, as well as stock exchange rules and regulations, public and private securities offerings, joint ventures and strategic alliances and corporate acquisitions, divestitures, restructurings and reorganizations.
Sarah Hewitt is chair of Schnader Harrison Segal & Lewis LLP’s Corporate and Finance Practice Group. She represents public and private companies, …
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Method of Presentation:
NASBA Field of Study:
Specialized Knowledge and Applications
NY Category of CLE Credit:
Areas of Professional Practice
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About Willkie Farr & Gallagher LLP
For more than a century, Willkie has delivered unparalleled legal advice and dedicated client service to individuals and companies across a wide spectrum of business areas, industries, countries, and cultures. We are an elite international law firm that delivers superior client service and provides innovative, integrated legal and business solutions. We have a number of highly successful practices whose lawyers are stars in their field. Our experience spans a wide range of industries, most particularly financial services. Our lawyers, which number approximately 650 in nine offices located in the United States and Europe, share in the firm’s tradition of skillful and creative legal representation. As a firm, we are collegial, collaborative, and client-focused.
Drawing on our more than 125 years of achievement and experience in the legal industry, our clients receive the highest level of advice and counsel. Willkie has a unique depth of business acumen and legal experience that spans across almost all business areas and industries. Our holistic approach to advising clients on legal matters, business issues, and transactions yields comprehensive client service. Our commitment to excellence in client service and care cultivates longstanding relationships with our clients.
About Olshan Frome Wolosky LLP
Olshan Frome Wolosky LLP, a law firm based in New York, represents major businesses and entrepreneurs in their most significant transactions, problems and opportunities. Olshan’s clients range from public companies, hedge, venture capital, private equity and other investment funds to entrepreneurs and private companies worldwide. Clients choose Olshan for innovative strategies and sophisticated, game-changing advice in corporate, securities law, equity investment and shareholder activism, complex commercial, corporate and securities litigation, real estate, intellectual property, bankruptcy and creditors’ rights, and advertising. Since its founding, Olshan has offered an alternative to the AmLaw 50 law firm business model with responsive, independent and client-focused legal counsel provided by the firm’s lawyers.
About Schnader Harrison Segal & Lewis LLP
Schnader Harrison Segal & Lewis LLP provides first-rate legal representation to corporations, municipalities, nonprofit organizations and individuals throughout the world. The firm’s philosophy is to tailor each representation to each client. Schnader attorneys take the time to understand clients’ business needs and priorities and respond with innovative, practical and cost-effective solutions. The firm’s clients span a wide array of industries, including aviation, manufacturing, insurance, education, banking, distribution, technology, energy, professional services, retail and real estate. With 160 attorneys located in eight offices around the United States, Schnader leverages the business acumen, litigation skills, and industry knowledge of its attorneys to provide a full suite of legal services.