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SEC Basics is an intensive, interactive workshop that examines the workings and structure of the US Securities & Exchange Commission, the US securities laws and the SEC's rules and regulations. This workshop is suitable for those with no or limited knowledge of the US 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. He will be joined by a senior representative of the SEC's Division of Investment Management.

The SEC Basics workshop is held in conjunction with InvestoRegulation's 15th annual conference SEC Regulation Outside the United States featuring speakers from the US Securities & Exchange Commission, Hong Kong Securities & Futures Commission, the Indian regulator SEBI and more.

Download last year's brochure

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:
08.00 Registration
08.30 Workshop commences
10.30 Morning coffee break
12.30 Luncheon
15.00 Afternoon coffee break
17.30 End of workshop


SEC Basics will cover:

Morning Session

The SEC:
• What is the SEC? Where does it get its powers and how does it operate?
• What are the US securities laws and the SEC’s rules and regulations?
• How can the SEC apply the US securities laws and its own rules outside the United States?
• How does the SEC interact with non-US governments, regulators and exchanges?

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?
• How does the SEC review and comment process work?
• What can I do and say outside the United States before a non-US offering? Before a non-US offering with a US tranche?
• What are EDGAR and XBRL?
• What is a private placement? Regulation D private placements? Regulation S non-US offerings?
• What are Rule 144 restricted securities and how are they re-sold?
• How do ADR programmes work?
• What’s involved with the “roadmap” to end IFRS-US GAAP reconciliations?

Continuing Obligations and Sarbanes-Oxley:
• What are the continuing obligations for foreign private issuers?
• What is the Sarbanes-Oxley Act? How does it apply outside the United States?
• How do US exchanges impose corporate governance requirements on non-US listed companies?
• What do I need to know about ICFR? What is a “significant deficiency”? A “material weakness”?
• What are beneficial ownership reports? Whate are Schedule 13Ds and 13Gs?

Liability:
• What is fraudulent, manipulative or deceptive behaviour?
• What is a material misstatement or omission and when does liability arise?
• How does the SEC bring enforcement actions?
• What do I need to know about the Foreign Corrupt Practices Act?

The Markets and Marketing Securities to US Persons:
• How do non-US banks, brokers, dealers - and money managers - offer securities and products to US persons and avoid SEC registration?
• What is Rule 15a-6?
• What compliance obligations are imposed on non-US firms that engage in this activity?
• Dodd-Frank developments re SEC and CFTC jurisdiction

Afternoon Session

Advisers Act registration and the New SEC Exemptions from Registration
• Can a non-US firm manage funds for US persons and not have to be SEC registered?
• Who is a US person?
• From ADV and the registration process
  - full registration or exempt reporting advisers
• The new exemptions from registration
  - Private fund adviser
  - Foreign private adviser
  - Family offices
  - Advisers to venture capital funds
• Advisers Act requirements for registered and exempt advisers
• How to leverage local requirements to satisfy SEC needs
• Can a non-US firm manage ERISA money and what does this entail?
• The role and responsibilities of Chief Compliance Officers
• How to conduct a "not less than annual" review
• SEC Inspections and CCOs
  - How are funds and advisers risk-assessed and selected for inspection
  - How can you prepare for an inspection?
  - Inspections of non-US entities: what the SEC staff is looking for
  - how do they identify which advisers to review and how do they conduct an examination
• How does the SEC liaise with other regulators?




SEC Regulation Outside the United States, 31st May 2012
Programme | Speakers | Sponsors & Partners | Venue | Register
The 15th 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.

Download last year's brochure