Gain an understanding on the new SEC guidance due to COVID-19 and how to disclose its effects on your company.
The current pandemic caused by COVID-19 has major implications for public companies under the federal securities laws. These implications include the appropriate disclosures to be made regarding the effect of the virus on company operations, relief provided by the SEC on the timing of required filings such as the Annual Report on Form 10-K and the Quarterly Report on Form 10-Q when a timely filing under current rules cannot be made because of the virus, whether annual or special shareholder meetings should be held, and what types of disclosure and guidance does the SEC staff have for either holding or postponing a public company meeting. These and other issues will be discussed in light of current SEC rules, official SEC pronouncements and SEC staff guidelines as to how a public company may comply with the federal securities laws in unprecedented economic and social conditions.
Learning Objectives
- You will be able to define 33 Act registration issues.
- You will be able to describe public company reporting duties (in normal times).
- You will be able to discuss the SEC’s response to COVID-19.
- You will be able to explain guidance from the Division of Corporation Finance.
Agenda
Public Company Reporting Duties (in Normal Times)
- The Securities Act of 1933
- The Securities Exchange Act of 1934
- Ongoing Reporting Obligations
The SEC's Response to COVID-19
- Official Commission Statements (March 25, 2020)
- Filing Relief Until July 1, 2020
- What Filings the Relief Covers (and Does Not)
- What Conditions the Issuer Must Satisfy to Obtain Relief
- Proxy Solicitations
Guidance From the Division of Corporation Finance
- Topic No. 9-Practical Disclosure Issues (March 25, 2020)
- Key Disclosure Areas Due to COVID-19
- Insider Trading
- Duty to Correct
33 Act Registration Issues
- Incorporation by Reference Availability With Delayed Filings
- Signature Requirements on Filings (Staff Guidance March 24, 2020)
The Impact on Shareholder Meetings
- In-Person vs. Virtual and Hybrid Meetings (to Hold or Not to Hold)
- Staff Guidance From Division of Corporation Finance (March 13, 2020)
- Application of Rule 14a-8(h) If Proponent Cannot Attend Meeting
Recent Developments (Since April 6, 2020)
Speakers
Michael D. Waters,
Jones Walker LLP- Partner in the Birmingham, Alabama office of Jones Walker LLP
- Practiced securities law for 38 years, representing companies in IPOs, and public companies in secondary offerings, mergers and acquisitions, proxy solicitations, annual and periodic reporting and exempt offerings
- Advised buyers and sellers in approximately 110 bank acquisitions, ranging from small community banks to the acquisition of a $34 billion institution
- Adjunct professor of law at the University of Alabama Law School where he taught banking law for 20 years and has taught mergers and acquisitions for the last 25 years
- Speaks at seminars on a variety of topics involving corporate, securities and bank regulatory issues, and is author of Proxy Regulation, a book published by the Practising Law Institute in New York in 1992 as part of its series on corporate and securities law
- Served as legal advisor to Governor Fob James of Alabama in 1979-1980
- Listed in Chambers USA, Alabama Super Lawyers, The Best Lawyers in America, and the Birmingham Magazine, Top Attorneys
- J.D. degree, University of Alabama School of Law; M.A. degree, Rhodes Scholar, Oxford University; B.A. degree, Duke University
Who Should Attend
This live webinar is designed for accountants, CFOs, controllers, tax managers, presidents, vice presidents, business owners and managers, bookkeepers, enrolled agents and tax preparers.
