Webinars

Past Webinars

September 30, 2021

SEC & FASB Developments

During this session focusing on recent developments and trends with the SEC and FASB, Mayer Brown partners, Anna Pinedo and Brian Hirshberg, and Ernst & Young managing director, Polia Nair, will examine the following topics:

  • The SEC’s amendments to MD&A and financial disclosure requirements
  • Experience with early adoption of the amendments
  • Disclosure requirements related to liquidity and critical accounting estimates
  • Areas of frequent SEC Staff comment on MD&A
  • The SEC’s amendments to Form 10-K and disclosure practice
  • Key performance indicators (KPIs) and non-GAAP measures, SEC Staff comments, and enforcement actions
  • Subpart 1400 of Regulation S-K (the successor to Industry Guide 3)

After this session, attendees will:

  • Become familiar with the SEC’s amendments to MD&A and financial disclosure requirements and hear about recent experience with early adoption of the amendments
  • Become familiar with disclosure requirements related to liquidity and critical accounting estimates
  • Understand areas of frequent SEC Staff comment on MD&A
  • Become familiar with the SEC’s amendments to Form 10-K and disclosure practices
  • Understand key performance indicators (KPIs) and non-GAAP measures, as well as SEC Staff comments, enforcement actions, and Subpart 1400 of Regulation S-K (the successor to Industry Guide 3)
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July 9, 2021

Best Practices for Earnings Calls and Investor Updates

Practices for public companies relating to earnings calls, earnings guidance and investor updates vary. Especially in uncertain and volatile markets, preparing for these important communications requires careful consideration of a number of factors, including the recent statements and guidance from the Securities and Exchange Commission and SEC Staff.

During this session, we will address:

  • Materiality and when an issuer has a duty to disclose;
  • Trend information and earnings guidance;
  • Non-GAAP financial measures and KPIs;
  • Forward-looking statements and cautionary statements;
  • SEC guidance related to COVID-19; and
  • Financings after earnings announcements and before quarterly reports are filed.

Please join our experts as they provide best practices for incorporating recent statements and guidance from the SEC into communications with investors and shareholders.

After this session, attendees will:

  • Become familiar with materiality; knowing what, when, and how issuers should disclose information
  • Understand the background and scope of Regulation Fair Disclosure (“Regulation FD”)
  • Become familiar with earnings releases’ content and what the SEC expects of issuers
  • Recognize best practices of complying with Regulation FD and appropriate language for disclosures and communication to the public

*CLE is approved or in the process of approval for CLE credit. The type of credit allowed will be determined by the state governing MCLE Board. Contact cle@lexisnexis.com regarding state accreditation status. 

NOTE:  If you are licensed in New York, this content is appropriate for both newly admitted and experienced New York 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.

David Freed
Partner
Mayer Brown
Laura Richman
Counsel
Mayer Brown
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May 12, 2021

IBOR Transition: Current Status of US Federal Tax Guidance

Interbank Offered Rates (IBORs), including the London Interbank Offered Rate (LIBOR), serve as widely accepted benchmark interest rates that represent the cost of short-​term, unsecured, wholesale borrowing by large globally active banks.

For US federal tax purposes, the main consideration for replacing an interbank offered rate (IBOR) with a fallback rate (like SOFR) is that this alteration could result in a deemed exchange of the instrument (resulting in tax implications for both the issuer and the holder of the instrument).

We’ll break down the guidance for addressing the US federal tax consequences of replacing an IBOR with a successor rate into three areas:

  • Older rules for addressing the US tax consequences for amendments to debt in general
  • Treasury Regulations initially proposed in 2019, and
  • An IRS Revenue Procedure released in 2020

Join our experts for a free, Intelligize-sponsored CLE* webinar: IBOR Transition: Current Status of US Federal Tax Guidance (Wednesday, May 12, 2021 at 11 a.m. EDT).

In this session, you will:

  • Gain (or refresh) an understanding of the general federal tax considerations applicable to amending debt instruments
  • Understand Treasury guidance (including proposed regulations) addressing the US federal tax considerations for replacing an interbank offered rate with a fallback rate or adding a fallback rate to an existing instrument, along with some open points left unaddressed by the regulations
  • Understand the latest IRS guidance on this subject

 

Speakers:

Thomas Humphreys

Partner, Mayer Brown

 

Brennan Young

Associate, Mayer Brown

 

*CLE is approved or in the process of approval for CLE credit. The type of credit allowed will be determined by the state governing MCLE Board. Contact cle@lexisnexis.com regarding state accreditation status. NOTE: If you are licensed in New York, this content is appropriate for both newly admitted and experienced New York 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.

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March 17, 2021

COVID-19 Considerations for SEC Reporting Companies

In 2021, the COVID-19 pandemic continues to raise a number of issues specific to public companies that file reports with the U.S. Securities and Exchange Commission.

During this webinar, our experts will address these issues, specifically among the following:

  • SEC COVID-19 guidance
  • SEC disclosure topics
  • Risk factors and forward-looking information disclosures
  • Non-GAAP COVID-19 measures
  • Considerations for correcting or updating disclosures
  • Earnings releases, earnings calls
  • Regulation FD issues
  • Insider trading, share repurchase and enforcement issues
  • Shareholder meeting logistics

After this session, attendees will be able to:

  • Identify several ways in which the COVID-19 pandemic impacts public company disclosure
  • Understand guidance that the SEC has provided with respect to the COVID-19 pandemic
  • Consider whether adaptation or initiation is needed for any corporate procedures in light of the COVID-19 pandemic

*CLE is approved or in the process of approval for CLE credit. The type of credit allowed will be determined by the state governing MCLE Board. Contact cle@lexisnexis.com regarding state accreditation status. 

NOTE:  If you are licensed in New York, this content is appropriate for both newly admitted and experienced New York 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.

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January 25, 2021

A Whirlwind Recap of the SEC’s Principal 2020 Rulemakings

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

After this session, attendees will:

  • 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

*CLE is approved or in the process of approval for CLE credit. The type of credit allowed will be determined by the state governing MCLE Board. Contact cle@lexisnexis.com regarding state accreditation status. 

NOTE:  If you are licensed in New York, this content is appropriate for both newly admitted and experienced New York 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. (NY has issued a temporary ruling that newly admitted attorneys can receive Skills credit via webinar or webcast through January 31, 2021 due to COVID-19.)

Please Note: Recordings of CLE webinars do not qualify for CLE credit.  

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December 9, 2020

Time to Get Ready: Preparing for the 2021 US Proxy & Annual Reporting Season

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.

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