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Securities Regulation Institute (46th Annual)
Author(s):
Carmen J. Lawrence, Alan L. Beller, David M. Lynn
Practice Area:
Corporate & Securities
Published:
Nov 2014
ISBN:
9781402423291
PLI Item #:
51743
CHB Spine #:
B2134, B2135
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Table of Contents
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Front Matter
Faculty Bios
Table of Contents to Vol. 1
Table of Contents to Vol. 2
Chapter 1. Redemption Provisions in Investment Grade Corporate Debt Securities
Chapter 2. Division of Corporation Finance, Revised Statement on Well-Known Seasoned Issuer Waivers, April 24, 2014
Chapter 3. SEC Public Statement: Commissioner Kara M. Stein, Dissenting Statement in the Matter of The Royal Bank of Scotland Group, plc, Regarding Order Under Rule 405 of the Securities Act of 1933, Granting a Waiver From Being an Ineligible Issuer, April 28, 2014
Chapter 4. Division of Corporation Finance, Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act for Morgan Stanley, July 24, 2014
Chapter 5. Division of Corporation Finance, Waiver of Disqualification Under Rules 505 and 506 of Reg. D for Diamond Foods, Inc., March 6, 2014
Chapter 6. Division of Corporation Finance, C&DI re Rule 134 and Re-Transmission of E-Notices, April 21, 2014
Chapter 7. Division of Corporation Finance, C&DI re Rule 506(c) of Reg. D (switching from 506(b) to (c)), January 23, 2014
Chapter 8. The Jumpstart Our Business Startups Act of 2012
Chapter 9. Latham & Watkins Client Alert, “You Talkin’ to Me?” FAQs About the SEC’s New General Solicitation, Regulation D and Bad Actor Rules, Number 1569, July 25, 2013
Chapter 10. Selected Links from the Division of Corporation Finance Website
Chapter 11. Selected Issues in Shareholder Activism
Chapter 12. Social Media and Shareholder Communications
Chapter 13. Excerpt from Enforcement Manual, pp. 1–4, Securities and Exchange Commission, Division of Enforcement, October 9, 2013
Chapter 14. SEC Speech: Keynote Address at Compliance Week 2014, Commissioner Kara M. Stein, Washington D.C., May 19, 2014
Chapter 15. Speech by SEC Chairman: Remarks Before the Annual Meeting of the American Bar Association’s Business Law Section, Chairman Harvey L. Pitt, Washington, D.C., August 12, 2002
Chapter 16. Gibson Dunn, Effective Crisis Management and Response, August 2014
Chapter 17. Testimony Before the Senate Commerce, Science, and Transportation Subcommittee on Consumer Protection, Product Safety and Insurance, Transcript of Hearing on General Motors Recalls and Corporate Culture, July 17, 2014
Chapter 18. Peter J. Beshar, “Protecting Personal Consumer Information from Cyber Attacks and Data Breaches,” Testimony Before the United States Senate Committee on Commerce, Science and Transportation, March 26, 2014
Chapter 19. Testimony Before the Senate Judiciary Committee on Cybercrime and Privacy, February 4, 2014
Chapter 20. SEC Release #2014-172, Bank of America Admits Disclosure Failures to Settle SEC Charges, August 21, 2014
Chapter 21. SEC Release #2014-152, SEC Charges Company CEO and Former CFO with Hiding Internal Controls Deficiencies and Violating Sarbanes-Oxley Requirements, July 30, 2014
Chapter 22. United States Securities and Exchange Commission, Schedule 14D–9, Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 15), Allergan, Inc.
Chapter 23. SEC Speech: A Few Things Directors Should Know About the SEC, Chair Mary Jo White, Stanford University Rock Center for Corporate Governance Twentieth Annual Stanford Directors’ College, Stanford, CA, June 23, 2014
Chapter 24. SEC Speech: Financial Reporting and Accounting Fraud, Andrew Ceresney, American Law Institute Continuing Legal Education, Washington, D.C., Sept. 19, 2013
Chapter 25. SEC Speech: Remarks at the Securities Enforcement Forum, Chair Mary Jo White, Washington D.C., Oct. 9, 2013
Chapter 26. SEC Speech: Remarks at the Financial Accounting Foundation Trustees Dinner, Chair Mary Jo White, Washington, D.C., May 20, 2014
Chapter 27. PCAOB Staff Audit Practice Alert No. 12, Matters Related to Auditing Revenue in an Audit of Financial Statements, September 9, 2014
Chapter 28. Remarks of James L. Kroeker, Vice Chairman, Financial Accounting Standards Board, 33rd Annual SEC and Financial Reporting Institute Conference, University of Southern California Leventhal School of Accounting, Pasadena, California, June 5, 2014
Chapter 29. FASB In Focus, Accounting Standards Update—Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, August 27, 2014
Chapter 30. FASB In Focus, Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), May 28, 2014
Chapter 31. PCAOB Speech: Developments in the Relationship Between Audit Committees and Auditors, James R. Doty, Chairman, Northwestern University School of Law 34th Annual Ray Garrett Jr. Corporate and Securities Law Institute, Chicago, IL, May 2, 2014
Chapter 32. PCAOB Speech: Keynote Address, James R. Doty, Chairman, Baruch College 13th Annual Financial Reporting Conference, New York, NY, May 1, 2014
Chapter 33. PCAOB Staff Guidance on Economic Analysis in PCAOB Standard Setting, February 14, 2014
Chapter 34. PCAOB Information Concerning the Quality Control Remediation Process Under PCAOB Rule 4009
Chapter 35. PCAOB Staff Consultation Paper, Auditing Accounting Estimates and Fair Value Measurements, August 19, 2014
Chapter 36. Third Report on the Progress of the Interim Inspection Program Related to Audits of Brokers and Dealers, PCAOB Release No. 2014-003, August 18, 2014
Chapter 37. Information for Audit Committees About the PCAOB Inspection Process, PCAOB Release No. 2012-003, August 1, 2012
Chapter 38. PwC Audit Committee Excellence Series, Achieving Excellence: Overseeing Financial Reporting, May 2014
Chapter 39. PwC Point of View, Financial Statement Disclosures, Enhancing Their Clarity and Understandability, April 2014
Chapter 40. PwC Regulatory and Standard-setting Developments, June 18, 2014
Chapter 41. Skadden Insights: Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014
Chapter 42. Skadden Securities Regulation and Compliance Alert: Planning for the 2014 Annual Meeting and Reporting Season, December 2013
Chapter 43. The Corporate Governance Advisor: The Landscape of CEO Succession Issues, September/October 2013, Volume 21, Number 5
Chapter 44. SEC Report on Review of Disclosure Requirements in Regulation S-K, As Required by Section 108 of the Jumpstart Our Business Startups Act, December 2013
Chapter 45. SEC Interpretation: Management’s Discussion and Analysis of Financial Condition and Results of Operations; Certain Investment Company Disclosures, 17 CFR Parts 211, 231, 241 and 271, Release Nos. 33-6835; 34-26831; IC-16961; FR-36
Chapter 46. Commission Statement about Management’s Discussion and Analysis of Financial Condition and Results of Operations, SEC Release Nos. 33-8056; 34-45321; FR-61
Chapter 47. SEC Final Rule: Disclosure in Management’s Discussion and Analysis about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, 17 CFR Parts 228, 229 and 249, Release Nos. 33-8182; 34-47264; FR-67 International Series Release No. 1266 File No. S7-42-02
Chapter 48. Summary by the Division of Corporation Finance of Significant Issues Addressed in the Review of the Periodic Reports of the Fortune 500 Companies
Chapter 49. SEC Interpretation: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations, 17 CFR Parts 211, 231, and 241, Release Nos. 33-8350; 34-48960; FR 72
Chapter 50. SEC Sample Letter Sent to Public Companies on MD&A Disclosure Regarding Provisions and Allowances for Loan Losses
Chapter 51. SEC Sample Letter Sent to Public Companies on Accounting and Disclosure Issues Related to Potential Risks and Costs Associated with Mortgage and Foreclosure-Related Activities or Exposures
Chapter 52. CF Disclosure Guidance: Topic No. 4, European Sovereign Debt Exposures, Division of Corporation Finance, January 6, 2012
Chapter 53. CF Disclosure Guidance: Topic No. 5, Staff Observations Regarding Disclosures of Smaller Financial Institutions, Division of Corporation Finance, April 20, 2012
Chapter 54. SEC Proposed Rule: Short-term Borrowings Disclosure, 17 CFR Parts 229 and 249, Release Nos. 33-9143; 34-62932; File No. S7-22-10
Chapter 55. SEC Interpretation: Presentation of Liquidity and Capital Resources Disclosures in Management’s Discussion and Analysis, 17 CFR Parts 211, 231 and 241, Release Nos. 33-9144; 34-62934; FR-83
Chapter 56. Compensia Thoughtful Pay Alert, 10 Tips for Enhancing Your 2014 Executive Compensation Disclosure, February 5, 2014
Chapter 57. Sustainability Reporting Initiatives
Chapter 58. SEC Speech: Disclosure Effectiveness: Remarks Before the American Bar Association Business Law Section Spring Meeting, Keith F. Higgins, Director, Division of Corporation Finance, April 11, 2014
Chapter 59. SEC Press Release 2013-269: SEC Issues Staff Report on Public Company Disclosure, Dec. 20, 2013
Chapter 60. SEC Report on Review of Disclosure Requirements in Regulation S-K, As Required by Section 108 of the Jumpstart Our Business Startups Act, December 2013 [See Chapter 44]
Chapter 61. SEC Speech: Remarks at the Financial Accounting Foundation Trustees Dinner, Chair Mary Jo White, Washington, D.C., May 20, 2014 [See Chapter 26]
Chapter 62. SEC Speech: The Path Forward on Disclosure, Chair Mary Jo White, National Association of Corporate Directors—Leadership Conference 2013 in National Harbor, Md., Oct. 15, 2013
Chapter 63. Ethics in the Deal Context, Hypotheticals
Chapter 64. Ethics in the Deal Context, Selected Sources of Material
Chapter 65. Trends in SEC Enforcement & Internal Investigations
Chapter 66. Juggling Criminal, Civil, and Multinational Investigations
Chapter 67. The False, Honest Opinion: Is There Really Such A Thing? The Supreme Court’s Coming Review of Omnicare v. Laborers, September 8, 2014
Chapter 68. Significant Securities Decisions of the Last Year
Chapter 69. Going Private Transactions—MFW’s Bumpy Road to Business Judgment Review
Chapter 70. Takeover Law and Practice: Selected Sections Presented for the 2014 PLI Annual Institute on Securities Regulation, Mergers and Acquisitions . . . Always Something New
Chapter 71. Recent Developments in Delaware Corporate Law
Chapter 72. Skadden Insights: US M&A: Looking Back at 2013 and Forward to a Brighter 2014
Chapter 73. Skadden Insights: Antitrust and Competition: Surveying Global M&A Enforcement Trends
Chapter 74. Skadden Insights: Asia M&A: Understanding the Differences Between English and US Approaches to Negotiated Acquisition Agreements
Chapter 75. Skadden Memorandum: China Introduces Simplified Merger Review Provisions to Improve Process, February 25, 2014
Chapter 76. Skadden Insights: Delaware Continues to Influence US M&A
Chapter 77. Skadden Memorandum: Delaware Court of Chancery Recognizes Potential Benefits of Shareholder Rights Plans in Addressing Shareholder Activism, May 12, 2014
Chapter 78. Skadden Memorandum: Delaware Supreme Court Establishes New Standard of Review for Controlling Stockholder Going-Private Mergers, March 14, 2014
Chapter 79. Skadden Memorandum: French Government Extends Its Veto Rights on Foreign Investments in Country’s Strategic Sectors, May 16, 2014
Chapter 80. Skadden Insights: Health Care and Life Sciences: Affordable Care Act Rollout to Impact M&A and Enforcement Activity
Chapter 81. Skadden Insights: National Security Reviews of Foreign Investments in US Businesses Show No Signs of Slowdown in 2014
Chapter 82. Skadden Memorandum: Navigating Today’s Shareholder Activism Landscape: What Companies Should Consider, June 26, 2014
Chapter 83. Skadden Memorandum: Proposed Amendments to the Delaware General Corporation Law, April 17, 2014
Chapter 84. Skadden Memorandum: Shareholder Activism in the US Banking Industry, November 12, 2013
Chapter 85. Skadden Memorandum: Fee-Shifting Bylaws: The Delaware Supreme Court Decision in ATP Tour, Its Aftermath and the Potential Delaware Legislative Response, May 22, 2014
Chapter 86. Skadden Insights: The New Barbarians—Shareholder Activists Have Europe in Their Sights
Chapter 87. Skadden Memorandum: The SEC’s Renewed Scrutiny on Accounting Cases: Expected Focus Areas and How Companies Can Prepare, September 23, 2013
Chapter 88. Skadden Insights: Trends to Watch and Opportunities to Catch in Latin America
Chapter 89. 2014 Update on the SEC’s Lawyer Disciplinary Program
Chapter 90. Zealous Advocacy and Offending the SEC: The SEC’s Lawyer Discipline Program, INSIGHTS, The Corporate & Securities Law Advisor, Volume 26, Number 10, October 2012
Chapter 91. Ethical Considerations in Enforcement Actions and Investigations
Chapter 92. Ethical Considerations in Enforcement Actions and Investigations
Chapter 93. List of Supplemental Materials: Ethical Considerations in Enforcement Actions and Investigations
Index
Appendix A. Crisis Management—Event Horizons and Black Holes: Cram Sheet
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