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SEC Basics is an intensive, interactive workshop that examines the workings and structure of the U.S. Securities and Exchange Commission, the U.S. securities laws and the SEC’s rules and regulations. The workshop is suitable for those with little or no knowledge of the U.S securities laws, the SEC and the SEC’s rules and regulations.

The workshop is led by Mark Berman of CompliGlobe Ltd, a former SEC lawyer who advises on SEC practice and international financial services regulation.

The SEC Basics workshop is held in conjunction with InvestoRegulation's 8th annual conference featuring speakers from the US Securities & Exchange Commission, Hong Kong Securities & Futures Commission, the Indian regulator SEBI and more.

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Solicitors Regulation Authority: CPD - 7 hours 30 minutes
New York and California: CLE - 9 hours
Hong Kong Law Society accreditation applied for

Agenda for the day:
08.30 Registration
09.00 Workshop commences
10.30 Morning coffee break
12.30 Luncheon
15.00 Afternoon coffee break
17.00 End of workshop


SEC Basics will cover:
The SEC:
• What is the SEC? Where does it get its powers and how does it operate?
• What are the U.S. securities laws and the SEC’s rules and regulations?
• How can the SEC apply the U.S. securities laws and its own rules outside the U.S?
• How does the SEC interact with non-U.S. governments, regulators and exchanges?
The Credit Crisis:
• What are the roots of the credit crisis?
• How are commercial banking, investment banking, insurance, commodities, pension plans and derivatives regulated?
• How did regulation change in and since 1999 to spark current market conditions?
• What might be done to address laws and regulations to address the current situation?
Offerings and Private Placements:
• How are securities offered to the public?
• What are the pre-filing, waiting and post-filing periods, and what can one do during them?
• What is the review and comment process?
• What can I do and say outside the United States before a non-U.S. offering? Before a non-U.S. offering with a U.S. tranche?
• How does an issuer list its securities? What are EDGAR, XBRL and IDEA? What is a private placement?
• What are the differences between Regulation D private placements and Regulation S non-U.S. offerings?
• How are Rule 144 restricted securities re-sold?
• How do ADR programmes work?
• What’s involved with the “roadmap” to end IFRS-U.S. GAPP reconciliations?
Continuing Obligations, Sarbanes-Oxley:
• What are the continuing obligations for foreign private issuers?
• What is the difference between “filing” and “furnishing”?
• What is the Sarbanes-Oxley Act? How does it apply outside the United States?
• What do I need to know about the new guidance for ICFR? What is a “significant deficiency”? A “material weakness”?
• What are beneficial ownership reports, Schedule 13Ds and 13Gs?
• How does one de-list from an exchange and de-register with the SEC?
Tender Offers, Exchange Offers and Going Private Transactions:
• How does the SEC regulate issuer and third party offers?
• What is Regulation M-A?
• What other U.S. laws and requirements apply to tender and exchange offers?
• How do issuers “go private”?
Liability: • What is fraudulent, manipulative or deceptive behaviour?
• What is a material misstatement or omission and when does liability arise?
• How does the SEC investigate and bring enforcement actions?
• What do I need to know about the Foreign Corrupt Practices Act?
Marketing Securities to U.S. Persons:
• How do non-U.S. banks, brokers, dealers and money managers offer securities and products to U.S. persons?
• What is Rule 15a-6?
• What compliance obligations are imposed on non-U.S. firms that engage in this activity?
• How does the USA Patriot Act work?
• Prime brokers and conflicts of interest.
Money Management:
• Can a non-U.S. firm manage funds for U.S. persons and not be SEC registered?
• How is "U.S. Person" defined?
• Can a non-U.S. firm manage ERISA money and what does this entail?
• How will the SEC enforce the new anti-fraud rule for advisers of pooled investment vehicles?
• How does one structure hedge funds and feeder structures?


SEC Regulation Outside the United States, 24th March 2010
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The 8th annual SEC Regulation Outside the United States, explores the effects of the credit crisis, the SEC?s response and how the SEC regulates capital markets. A faculty of current and former senior SEC officials, non-US regulators and distinguished industry leaders will guide you through the developments that have had an incalculable impact on the world?s markets and the ?real economy? ? and the SEC?s role in this.

The world remains seized by the credit crisis: how are the SEC and other regulators responding?

Attend SEC Regulation Outside the United States and hear directly from key representatives at the SEC how they legislate and enforce US securities laws, and how these affect companies outside the US.

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