Webinars

Given that 2020 was such a tumultuous year, even the most dedicated securities lawyer may have missed a rule change or two. The Securities and Exchange Commission (SEC) was also particularly busy. Under the leadership of SEC Chair Clayton, the SEC had one of its busiest rulemaking years in history. During this session, we will provide a recap of the most significant rulemakings of 2020, covering the following:

• Financial Disclosures About Guarantors and Issuers of Guaranteed Securities
• Securities Offering Reform for BDCs and Closed-End Funds
• Amendments to Financial Disclosures about Acquired Businesses
• Amending the “Accredited Investor” Definition
• Amendments to the Exempt Offering Framework
• Modernization of Regulation S-K Items 101, 103 and 105
• Amendments to MD&A
• Modernization of Shareholder Proposal Rules/14a-8

• Understand the amendments to rules and disclosure requirements by the U.S. SEC in 2020, utilizing this knowledge on a day-to-day basis to advise/practice
• Understand these new amendments, especially amendments to Financial Disclosures about Acquired Businesses; the “Accredited Investor” definition; the Exempt Offering Framework; and MD&A, among others
• Become familiar with the updates the SEC has made to Reg S-K, specifically for Items 101, 103 and 105
• Become familiar with the updates in the SEC Shareholder Proposal Rules

Preparation is key to a successful proxy and annual report season, and with the challenges presented in 2020, it’s not too early to get started. As you evaluate how COVID-19 needs to be discussed in various contexts in annual filings with the SEC, advance planning will ensure a smoother process.

Join our experts for a free, Intelligize-sponsored CLE* webcast on Wednesday, December 9, 2020 at 1 p.m. EST, Time to Get Ready: Preparing for the 2021 US Proxy & Annual Reporting Season to discuss key considerations and unique challenges for your 2021 reporting.

Topics included:

• COVID-19 guidance
• COVID-19 proxy statement and Form 10-K disclosure considerations
• Virtual meetings
• D&O questionnaires
• Pay ratio disclosure
• Say-on-pay
• Human capital and ESG disclosures
• Shareholder proposals
• Proxy voting advice amendments
• Amendments to business, risk factors and litigation S-K items
• MD&A matters

Speakers:

Candace Jackson
Senior Associate, Mayer Brown

Christine McDevitt
Associate, Mayer Brown

Anna Pinedo
Partner, Mayer Brown

Christina Thomas
Partner, Mayer Brown

Date: Wednesday, December 09, 2020

Time: 01:00 PM Eastern Standard Time

*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.

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

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

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

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

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

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.

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

Offer debt securities efficiently and fast with Medium-term Note (MTN) programs.

Our experts will discuss these continuous offering programs and their unique documentation (rather than benchmark underwritten offerings). And most MTN programs have the ability to offer debt securities with maturities of more than 270 days to up to 30 years.

Attend our upcoming free CLE* webinar, Medium-Term Note Programs, (1 p.m. EST – Tuesday, November 12, 2019) to learn about:

• Registered MTN programs and exempt MTN programs
• Diligence procedures, distributors and dealers
• Documentation
• DTC issues, and
• Staff Legal Bulletin No. 19 and opinions

Speakers:

 David Bakst
Partner, Mayer Brown LLP

 
Bradley Berman
Counsel, Mayer Brown LLP

Across many industry sectors, issuers evaluate potential liability management transactions, which can range from debt repurchases to tender or exchange offers. And as they evaluate their LIBOR-based exposures in light of the phase out of the benchmark rate, many are considering the possibility of a consent solicitation.

In some cases, no-action letter relief may provide issuers and their advisers with greater flexibility for tender offers for non-convertible debt securities, including non-investment grade debt securities.

View our webinar, Liability Management Transactions: Debt Repurchases & Exchanges, for a discussion on:

• Disclosure issues and handling material non-public information
• Structuring repurchases to avoid the application of the tender offer rules
• The tender offer rules
• No-action letter relief for non-convertible debt securities
• Consent solicitations
• Court decisions relating to the Trust Indenture Act

Learn from senior practitioners as they provide insight and analysis on how issuers are preparing for Critical Audit Matter (CAM) requirements and possible best practices that should be pursued. The panel will explore the possible impact of CAM requirements on issuer/shareholder relationships and managing shareholder expectations.

Our experts will also shine a light on the early adopters of the lease accounting standard as we take a look at recent Comment Letters, SEC Staff guidance and interpretation, best practices from early reporters and whether there are early indicators of potential challenges.

After this session, you will be able to:

• Understand what issuers are doing to prepare for Critical Audit Matter requirements and Identify key considerations around CAMS
• Prepare for the possible impact of CAM requirements on issuer/shareholder relationships.
• Understand how the SEC is responding to early adopters of the Lease Accounting Standard

Date: Wednesday, July 10, 2019

Time: 01:00 PM Eastern Daylight Time

Duration: 1 hour

In December 2018, the US Securities and Exchange Commission  amended Regulation A in order to allow companies subject to the reporting requirements of the Exchange Act to make offerings in reliance on the Regulation A exemption. The rule changes were mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2017 (the Economic Growth Act). Especially for small-cap companies, this may prove a valuable alternative.

In this CLE* webinar, we will cover:

• Regulation A basics
• How private companies use Regulation A
• Regulation A with a listing
• The amendments to Regulation A
• Possible offering methodologies for Exchange Act reporting companies using Regulation A

*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.

Date: Wednesday, June 12, 2019

Time: 01:00 PM Eastern Daylight Time

Duration: 1 hour

Share buybacks continue to attract media and regulatory attention. During this session, we will discuss the regulatory framework relating to company share buybacks, including the Rule 10b-18 safe harbor. We will also discuss the different ways in which companies may choose to structure share repurchases, and the advantages and disadvantages associated with each.  We will weigh whether the Tax Cuts and Jobs Act of 2017 would encourage share buybacks.

Topics of this  CLE* webinar will include:

• Basics of Rule 10b-18;
• Required authorizations, disclosures, and documentation;
• Accelerated share repurchases and other modified repurchase plans;
• Tax considerations, including those arising from the Tax Cuts and Jobs Act of 2017 and
• Legislative proposals relating to 10b-18 and other recent developments.

Speakers:
Anna T. Pinedo
Partner, Mayer Brown LLP

Remmelt Reigersman
Partner, Mayer Brown LLP

Date: Wednesday, March 20, 2019
Time: 01:00 PM Eastern Daylight Time
Duration: 1 hour

*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.

How your business operates within a broad societal context is core to the longevity of your business. Larry Fink’s 2019 letter to CEOs highlights that profits and purpose are inextricably linked. When looking at ESG issues, social impacts are often lumped in with environmental and governance issues – but investors are increasingly seeking deeper information about a company’s social impacts as a stand-alone consideration.

A new generation of retail investors is increasingly concerned about topics like executive remuneration, board diversity or social and human rights issues throughout a company’s supply chain. New index products have appeared that screen for firms with good practices. Furthermore, the pool of institutional investors that integrate ESG factors into their investment and voting decisions is rapidly growing, as is the expectation for companies to incorporate a social narrative into their equity story, and disclose information on social factors – something that is notoriously hard to quantify.

Date: Thursday, March 21, 2019
Time: 12:00 PM Eastern Daylight Time
Duration: 1 hour

IR Magazine has partnered with Intelligize to deliver you this webinar. IR Magazine and Intelligize will process your personal data for purposes connected with your attendance at the webinar and may send you marketing communications and information that may be of interest to you, as permitted under applicable law. You may choose to unsubscribe at any time by email with ‘unsubscribe’ in the subject line or by clicking on the “unsubscribe” link in any email from us or Intelligize. Your data will be processed in accordance with IR Magazine’s privacy policy: https://www.irmagazine.com/privacy and Intelligize’s privacy policy: https://www.intelligize.com/privacy-policy/

Despite market volatility, 2018 has proven to be a strong year for IPOs.  Under the right circumstances, an Up-C structure implemented in connection with an IPO has the potential to deliver significant economic and tax benefits to financial sponsors and other selling shareholders.

In this CLE webinar*, we explain:

• When an “Up-C” structure might be appropriate for an IPO candidate
• Documenting the arrangements
• Addressing the tax receivable agreement
• The benefits to various stakeholders
• Life as a public company with an up-C structure and how it impacts financial and SEC reporting
• Undertaking acquisitions using an up-C structure
• Unwinding an up-C structure

After this session, attendees  will:

• Understand the components of an up-C structure and when to implement
• Counsel clients on the benefits of an up-C structure
• Understand the economic and tax benefits to financial sponsors

*CLE is approved or in the process of approval for 60 minutes of CLE credit.  The type of credit allowed will be determined by the state governing MCLE Board

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.

Date: Thursday, December 13, 2018
Duration: 1 hour

Learn from senior practitioners as they discuss the implementation of the new revenue recognition standards, lessons learned from early adopters and what’s likely to develop going forward.

Topic 842 potentially introduces substantial changes to the balance sheet of lessees and lessor accounting to align with changes in the lessee model and the new revenue recognition standard.  Our panel of experts will explore some of the key developing considerations around the new Lease Accounting standard, plus they’ll discuss how ASU 2016-13 (Topic 326) will change how companies recognize an allowance for credit losses.

After this session, you will:

• Understand what the SEC expects around revenue recognition
• Know how the Lease Accounting Standard will affect disclosures
• Recognize the changing recognition thresholds and allowances for credit losses

Our expert panel includes:

• Panelist William Andreoni, Senior Director, Pine Hill Group
• Panelist Chris Rogers, Partner, Deloitte & Touche LLP
• Panelist Cullen Walsh, Partner, Grant Thornton
• Moderator Mark Butler, Director of Thought Leadership, Intelligize

Date: Thursday, November 29, 2018 at 1 p.m. EST

Despite a rise in IPO activity, commentators continue to question whether the trend toward companies deferring initial public offerings and remaining private longer will be a new norm.  During this session, the presenters will discuss:

• Whether cross-over (or late stage) private rounds still remain an important milestone on the road to the IPO
• U.S. IPO activity (sectors, VC- and PE-backed companies, foreign private issuer activity, syndicate structures)
• Disclosure and governance trends among IPO issuers
• Direct listings
• Possible JOBS Act 3.0 changes
• Multiple share classes
• Other developments

PIPE transactions remain an important capital-raising alternative. Whether a public company is seeking to finance an acquisition, effect a recapitalization or restructuring, or facilitate a liquidity opportunity for an existing stockholder, a PIPE transaction may be the most efficient approach.  As such, attorneys must be well-informed to advise their clients when a PIPE transaction is a viable capital-raising alternative, and usher them through the process of the transaction itself.

During this session, we will discuss:

• Recent market trends
• PIPE documentation and the principal negotiating issues
• The securities exchange shareholder approval rules and proposed changes to such rules
• Using warrants and structuring approaches
• Acquisition-related PIPE transactions
• Selling stockholder PIPE transactions

After this session, attendees will:

• Understand PIPE transactions and their components
• Counsel clients by identify investors and markets who find PIPE transactions attractive
• Understand the regulations governing PIPE transactions
• Identify deals clients with financial situations best suited for PIPE transactions

Speaker:
Anna T. Pinedo
Partner, Mayer Brown LLP

*CLE is approved or in the process of approval for 60 minutes of CLE credit.  The type of credit allowed will be determined by the state governing MCLE Board.

The debate around ESG is one of the most compelling in the IR world at the moment: are governance teams at large institutional investors dictating a narrative that is unrepresentative of the broader investment community or are investors genuinely broadening their assessment of what they deem to be material for their investment process?

What is clear is that ESG is much more of a talking point on earnings calls and in other forums between investors and issuers, according to data from Intelligize. In this webinar we will explore how IR teams and corporate secretaries are working together to ensure that their company is well prepared for investor questions on ESG – whether they come from portfolio managers or governance teams.

Short, sharp and packed with expert insight, this webinar will get you up to speed on these critical issues in just 30 minutes.

Though the Trump administration promised to eliminate burdensome compliance standards and sweeping deregulation of Dodd-Frank, little has changed at the SEC under Jay Clayton thus far.

So what could be coming soon? Is deregulation on the horizon? What do you need to consider moving into upcoming filing seasons?

Find out in our free expert webinar on June 6, Deregulation Under Trump… or not?

Our experts will discuss what challenges issuers are actually facing in 2018, including:

• Tariffs and trade wars as risk factors
• ESG as a significant shareholder concern
• Growing cybersecurity challenges
• Revenue recognition, pay ratio disclosure, cryptocurrency and more

Our expert panel included:

• Panelist Scott Kimpel, Partner, Hunton Andrews Kurth
• Panelist Anna Pinedo, Partner, Mayer Brown
• Moderator Marc Butler, Director of Thought Leadership, Intelligize

Many US companies are grappling with FASB’s changes to reporting revenue. These changes have a knock-on effect for the analysts who cover you as internal models need to be updated and revenue needs to be recalculated.

At Microsoft, the IR and accounting teams recognized the risks of the revenue recognition changes early. By starting early, they were able to address investor and analyst concerns, provide dedicated resources around revenue recognition, and clearly inform their investors and analysts of what the changes meant for them. The teams were recently presented with the Pacesetters of the Year award for excellence in financial reporting. Join this webinar for practical tips on navigating this accounting change and how you, as IR professionals, can keep your investors updated.

Speakers include:

• Ben Ashwell, digital editor, IR Magazine
• Kristin Chester, senior financial manager of investor relations, Microsoft
• Stacy Harrington, director of corporate revenue assurance, Microsoft

Short, sharp and packed with expert insight, this webinar will get you up to speed on these critical issues in just 30 minutes.

Data breaches are becoming increasingly common headlines in the daily news as hackers have become more sophisticated and diligent in their efforts to disrupt the markets. The effects of the attacks are far-reaching – spanning from the loss of public trust to collapses in stock prices and executive firings.

With cybersecurity risk looming in the background, how will it affect the upcoming filing season? Join our panel of experts to discuss what new regulations might be implemented in 2018 and how the potential for the SEC to change its stance on the definition of “extraordinary events” will impact your business. We will also explore whether institutional investors will lead the charge for new regulations – or if we will see shareholder activism rise up and take on this issue. The panel will address questions including:

• How incident response has evolved with the increase in cybersecurity events;
• What others in the industry are doing in regard to cyber liability insurance;
• Timing of disclosure in periodic reports, when should you disclose and how much do you report; and
• What is the litigation path beginning to look like? What to expect?

The IR professional’s role has evolved into a significant function at large companies – especially those with an international shareholder base. From corporate sustainability and SEC disclosure effectiveness to revenue recognition and reputation management, today’s IR professionals are instrumental in value creation and are more vital to public companies than ever. With the end of each fiscal quarter comes preparation for the ubiquitous earnings announcement, where IROs must be fully versed on the issues of the day and how they impact shareholder value.

Given the vast spectrum of information they manage and the litany of regulatory and compliance standards they must consider on a day-to-day basis, IR professionals are fast-becoming a critical component of corporate management. On September 27, 2017,  we shared a number of key insights regarding the increasingly important role of IR professionals and discuss the most important issues facing public companies today.

With executive orders around Dodd-Frank, coupled with leadership changes within the SEC, our moderated panel of experts discussed the impact on the way companies do business and approach their compliance strategies, including:

• Anticipated changes and developments to current regulations under the new administration
• Likely changes to SEC reporting and disclosure requirements
• Strategies for navigating compliance in the Trump era​

The expert panel included:

• Patrick Oot, Partner, Shook, Hardy & Bacon and former Senior Special Counsel at the US Securities and Exchange Commission
• Scott Kimpel, Partner, Hunton & Williams
• Mark E. Harrington, former General Counsel, United Online

Intelligize experts Phil Brown, Rob Peters and Marc Butler shared early insights on how companies handled risk factors related to the Trump administration for the 2017 SEC reporting season and other hot topics like revenue recognition and non-GAAP reporting, to help you prepare your own filing strategy for the year.

This webinar focused on S&P 500 filings and material reporting and how those companies reacted to the uncertainties of the 2017 reporting season.