Comply with security law requirements and avoid serious legal liability issues.
This topic is designed to assist the paralegal in the client’s compliance with the securities laws. The focus will primarily be upon the Securities Act of 1933 and the Securities Exchange Act of 1934, with commentary upon registration requirements, exemptions from registration and how they work, the reporting requirements with the SEC by public companies, and merger and acquisition issues. A brief commentary on state Blue Sky Laws will be provided because Blue Sky Laws are often overlooked or considered at the last minute. How the paralegal can give practical help to the lawyer will also be covered, and this will include assistance with state corporate filings, good standing certificates, and other documents needed for transactions or closing of securities sales. Finally, how the lawyer (and therefore the paralegal) must deal with the SEC will be covered. An appendix will give brief samples of several SEC exemption rules for securities sales and the relative recent integration rules which are helpful to the client and the lawyer.
Agenda
An Overview of the Securities Act of 1933
- The Securities Act of 1933 (Offers, Sales, Registrations, and Exemptions)
- The Securities Exchange Act of 1934
- Public Company Reporting Requirements
- Officers, Director and 10% Holder Requirements
- Don’T Forget State Bluesky Laws
- Enforcement Issues (Rule 10B-5)
Paralegal’s Role in Securities Laws
- Deadlines for Filings (10-K, 10-Q, 8-K, etc.)
- Document Preparation (Questionnaires, Agendas, Checklists)
- Blue Sky Filings
- Stockholder Meetings/Proxy Statements
- Mergers and Acquisitions
- Nyse/Nasdaq Issues
General Corporate
- Forming Entities (Corporations, LLCs, Limited Partnerships
- UCC Searches
- Obtaining State Certificates for Closings
- Proofreading
The Paralegal and Law Practice
- Assisting the Lawyer With Securities Law Compliance
- Helping Clients Understand the Framework of Securities Laws
- The Lawyer’s Role Before the SEC
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 webinar is designed for paralegals, legal assistants, associates and other legal professionals.
