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Upcoming Webinars

Changes to the Securities Offering Process: Confidential Submissions, Test the Waters and Direct Listings

Direct listings as an alternative to traditional IPOs has generated increased attention in recent months. U.S. or foreign-domiciled companies can choose to register its securities under the ’34 Act and list its stock directly on a national securities exchange without offering its securities at the same time. The SEC’s Division of Corporation Finance recently changed its policy and now allows an issuer to submit for confidential review a Form 10 or Form 20-F for this purpose. Join our experts for a free, Intelligize-sponsored CLE* webcast on Wednesday, August 12, 2020 at 1 p.m. EDT, “Changes to the Securities Offering Process: Confidential Submissions, Test the Waters and Direct Listings.” During this Intelligize webinar, we will cover:

  • Expanded Confidential Review of Registration Statements
  • Expanded Ability to Engage in Test the Waters Communications
  • Overview of Direct Listings
  • Documentation Requirements for a Direct Listing
  • Current Exchange Requirements, and Proposed Exchange Rules to Allow Fundraising in Direct Listings
  • Securities Liability, Tracing Requirements, and Related Considerations in Connection with a Direct Listing
  Speakers:   Brian Hirshberg Counsel, Mayer Brown   Anna Pinedo Partner, Mayer Brown

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Past Webinars

Developments affecting social media usage by issuers and regulated entities

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper.

This webinar addresses how federal regulation of securities has evolved in the face of the growing use of social media by investors, securities issuers, broker-dealers, investment advisers and investment companies.

Specific topics that will be covered include,

  • Regulation FD and disclosing material nonpublic information;
  • Securities offering communications, non-GAAP measures, key performance indicators (KPIs), and liabilities for misstatements or omissions;
  • FINRA and social media rules applicable to broker-dealers; and
  • NFA advertising rules applicable to CPOs and other NFA regulated parties.

After this session, attendees will:

  • Understand the evolution of federal securities laws addressing social media use.
  • Understanding the implications of social media use for public companies as well as general guidelines on what to avoid when using social media.
  • Understand Regulation FD and disclosure of material nonpublic information
  • Be familiar with federal regulations of securities offering communications and key performance indicators (KPIs) and understand liabilities for misstatements or omissions.
  • Understand guidance surrounding FINRA and social media rules applicable to broker-dealers.
  • Understand NFA advertising rules applicable to CPOs and other NFA regulated parties
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Mind the Non-GAAP: A Look at Recent SEC Guidance on Non-GAAP Financial Measures

Public companies using non-GAAP financial measures continue to draw regulatory scrutiny and media attention.

Though these companies use the measures to provide what they believe is relevant supplemental information to GAAP numbers, the SEC repeatedly cautions the use of non-GAAP must be for appropriate purposes.

Join our experts for a free Intelligize-sponsored webinar on Wednesday, April 29, 2020 at 1 p.m. EDT to:

  • Revisit the nature and purpose of non-GAAP financial measures
  • Review the current regulatory framework, including Regulation G, item 10(e) of Regulation S-K and the C&DIs issued by the SEC’s Division of Corporation Finance
  • Examine recent SEC guidance on key performance indicators (KPIs) and metrics used in MD&A and other company disclosures
  • Examine recent SEC guidance on non-GAAP financial measures in COVID-19 disclosures
  • Examine recent SEC comment letters on non-GAAP financial measures and KPIs and identify areas of concern of the SEC’s Division of Corporation Finance
  • Look at SEC enforcement actions related to non-compliance
  • Examine audit committee and management roles in compliance and effective disclosure controls
  • Offer practical suggestions for ongoing compliance with SEC rules and guidance on non-GAAP financial measures, KPIs and metrics

Speakers:

Ryan Castillo
Counsel, Mayer Brown LLP

Laura D. Richman
Counsel, Mayer Brown LLP

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COVID-19 considerations for SEC reporting companies

The COVID-19 pandemic has raised a number of issues specific to public companies that file reports with the Securities and Exchange Commission.  Among the issues impacted by COVID-19 that we will discuss in this webcast will be:

  • Risk factors and forward-looking information disclosures
  • Other SEC disclosure topics
  • Earnings releases, earnings calls and guidance
  • Considerations for correcting or updating disclosures
  • Regulation FD issues
  • Insider trading and share repurchase issues
  • Shareholder meeting logistics
  • SEC filing deadline relief
  • SEC comment period extensions

Tuesday, April 7, 2020
1 p.m. EDT

 

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SEC and FASB Developments

During this session, we will discuss the learnings from SEC comments relating to the implementation of the revenue recognition and lease accounting standards.  We also will discuss trends relating to critical audit matters, or CAMs.  Looking ahead, we will discuss the CECL standard and accounting issues to consider as a result of the phase-out of LIBOR.  In addition, we will discuss SEC guidance relating to key performance indicators, or KPIs, and the continued focus on the use of non-GAAP financial measures, as well as the SEC’s proposed amendments to MD&A.

Thursday, March 26, 2020
1 p.m. EDT

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LIBOR – What to do now

Please join us for a discussion of the upcoming cessation of LIBOR quotations and the market’s transition to the Secured Overnight Financing Rate (SOFR).  On Wednesday, February 19, 2020 at 1 p.m. EST, we will discuss what market participants should expect to see in 2020, including:

  • promulgation of spread adjustment methodologies by ISDA and the ARRC
  • publication of SOFR averages
  • loans priced at a rate based on SOFR
  • regulatory demands
  • a possible legislative solution

After this session, attendees will:

  • Understand the implications of the transition away from LIBOR and its market impact.
  • Understand spread adjustment methodologies and loans priced at rates based on SOFR.
  • Understand the increased regulatory demands that may arise as well as possible legislative solutions to the problem.

*CLE is approved or in the process of approval for 60 minutes of CLE credit.  The type of credit requested is General/Skills.  The type of credit allowed is determined by the state governing MCLE Board.  If you are licensed in New York, this content is appropriate for both newly admitted and experienced attorneys.  Although this content is appropriate for all New York attorneys, newly admitted attorneys cannot earn CLE credit for the completion of the course when presented via webinar or webcast.

Please Note: Recordings of CLE webinars do not qualify for CLE credit.  This program may be available as a LexisNexis CLE On-Demand program at a later date at www.lexisnexis.com/university.

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CLE* Webinar Preparing for Proxy and Annual Reporting Season

It’s time to get ready for the 2020 proxy and annual reporting season. Advance preparations are key to producing proxy statements and annual reports that not only comply with disclosure requirements but also serve as tools for shareholder engagement.

Join our experts for a free CLE* webinar:

Title: Preparing for the US Proxy and Annual Reporting Season
Date: Wednesday, December 11, 2019
Time: 1 p.m. EST

After this session, you’ll be able to:

  •  Understand the disclosure requirements for Critical Audit Matters, hedging, ESG, pay ratio and other compensation matters, and more.
  • Understand disclosure amendments impacting annual reports
  •  Counsel clients on SEC guidance and process for shareholder proposals
  • Identify shareholder proposal trends

Plus, when you attend the webcast, you’ll get a copy of our new 2020 10-K and Proxy prep checklists!

Speakers:

Anna T. Pinedo
Partner, Mayer Brown LLP

Laura D. Richman
Counsel, Mayer Brown LLP

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