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Public Company Reporting (Series: Securities Law Made Simple (Not Really)

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Public Company Reporting (Series: Securities Law Made Simple (Not Really)

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Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?

In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.

To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2019/

Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures?

In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure.

To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/public-company-reporting-2019/

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Public Company Reporting (Series: Securities Law Made Simple (Not Really)

  1. 1. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Insert the cover image for this webinar on this slide entirely 1
  2. 2. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Practical and entertaining education for attorneys, accountants, business owners and executives, and investors. 2
  3. 3. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DISCLAIMER The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure the information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. About this PowerPoint: if you are looking at this PowerPoint without the benefit of listening to the conversation that surrounded it then you are doing yourself a disservice. This PowerPoint was prepared in contemplation of being viewed in conjunction with listening to a one hour webinar on the topic 3
  4. 4. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MEET THE FACULTY Moderator: Vanessa Schoenthaler – Sugar Felsenthal Grais & Helsinger Panelists: Robert Rapp – Case Western Reserve University School of Law Michael Gold – Saul, Ewing, Arnstein, & Lehr LLP Craig Mordock – Sheppard, Mullin, Richter & Hampton LLP 4
  5. 5. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS WEBINAR: Public Company Reporting Once public, a company is subject to a continuously evolving landscape of disclosure and reporting requirements. Recent disclosure developments have addressed everything from executive compensation to cybersecurity. In addition, the prevalence of social media has made it such that a company must now consider not only the nuances of what to disclose but also how to deliver that disclosure. Is your company tweeting its earnings reports; are you using your corporate Facebook page to make Regulation FD disclosures? In this webinar our expert panel provides you with a high-level overview of key public company reporting and disclosure requirements, including the latest developments brought about by the Dodd-Frank Act, JOBS Act, FAST Act and, most recently, the SEC’s Disclosure Effectiveness Initiative, as well as provide you with tangible examples and practical advice on how to comply with the ever-changing means of delivering that disclosure. 5
  6. 6. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS SERIES: Securities Law Made Simple (Not Really) The federal securities laws, made up of a interwoven collection of Congressional statutes, rules and regulations promulgated by the Securities and Exchange Commission and federal judicial precedent, play a ubiquitous role throughout a company’s life-cycle, relevant from the first issuance of founder shares at organization, to the use of equity compensation to reward and incentivize directors, employees and consultants, to offerings of equity and debt in corporate finance transactions, to initial, secondary and alternative public offerings, in mergers and acquisitions, strategic transactions and beyond. This webinar series of leading securities law experts discusses both the fundamentals of the federal securities laws and the latest developments in this ever-evolving area of law. 6
  7. 7. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe EPISODES IN THIS SERIES 2/20/19 Episode #1: Securities Law: An Overview 3/27/19 Episode #2: Private Offering Exemptions and Private Placements 4/24/19 Episode #3: Public Company Reporting 7 Dates shown are premiere dates. All webinars will be available On Demand approximately 4 weeks after they premiere.
  8. 8. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Episode #3: Public Company Reporting 8
  9. 9. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DOES AN ISSUER BECOME A REPORTING COMPANY? • An issuer becomes subject to reporting obligations under Section 13(a) or Section 15(d) the Securities Exchange Act of 1934 by having a class of securities registered under Section 12 or being subject to Section 15(d). • This creates three general categories of reporting companies: 9
  10. 10. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DOES AN ISSUER BECOME A REPORTING COMPANY? (con’t) • Securities Exchange Listing - Companies with securities listed on a national securities exchange, such as the NYSE or NASDAQ (Section 12(b)). ✓ Company must register that class of securities under the Exchange Act by filing application with exchange and a registration statement with SEC under Section 12(b). ✓ Applies to debt and equity registrations. 1 0
  11. 11. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DOES AN ISSUER BECOME A REPORTING COMPANY? (con’t) • Size Thresholds - Companies that satisfy certain size thresholds (Section 12(g)) ✓ Total assets exceeding $10 million and: o For issuers that are not banks or bank holding companies, there are 2,000 or more record holders of that class of equity securities or 500 persons who are not accredited investors; or o For banks and bank holding companies, there are 2,000 or more record holders of that class of equity securities. 1 1
  12. 12. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DOES AN ISSUER BECOME A REPORTING COMPANY? (con’t) • Size Thresholds – continued … ✓ Applies to equity securities only. ✓ Such company must file a registration statement under Section 12(g) of the Exchange Act within 120 days after the last day of its first fiscal year in which it exceeds the above thresholds. 1 2
  13. 13. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DOES AN ISSUER BECOME A REPORTING COMPANY? (con’t) • Effective ’33 Act Registration Statement - Companies that have an effective ’33 Act registration statement for debt or equity securities, even if securities are not listed on an exchange (Section 15(d)): ✓ Section 15(d) companies are subject to current and periodic reporting only (Forms 8-K, 10-Q and 10-K). ✓ Do not have to comply with other Exchange Act obligations (proxy and tender offer rules, Section 16 reporting and short-swing profit restrictions and Schedule 13 beneficial ownership reporting). 1 3
  14. 14. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DID THE JOBS ACT AND THE FAST ACT CHANGE THE THRESHOLD AND ON-RAMP FOR BECOMING A REPORTING COMPANY • Final Rules adopted May 3, 2016 - implementing JOBS Act and FAST Act changes. • “Backdoor” public company thresholds before the JOBS Act: ✓ $10 Million in assets and 500 shareholders of record. 1 4
  15. 15. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DID THE JOBS ACT AND THE FAST ACT CHANGE THE THRESHOLD AND ON-RAMP FOR BECOMING A REPORTING COMPANY (con’t) • “Backdoor” public company thresholds after the JOBS Act: ✓ $10 Million in assets and 2,000 shareholders of record, including 500 “unaccredited” investors and excluding holders of compensatory equity awards, with de-registration threshold remaining at 300 holders; or ✓ For banks and bank holding companies, $10 Million in assets and 2,000 equityholders of record, with de-registration threshold at 1,200 holders. • FAST Act changed thresholds for savings and loan holding companies to match the above. 1 5
  16. 16. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DID THE JOBS ACT AND THE FAST ACT CHANGE THE THRESHOLD AND ON-RAMP FOR BECOMING A REPORTING COMPANY (con’t) • Other main benefits created by the JOBS Act for IPO on-ramp: ✓ New “Emerging Growth Company” – EGC – category; ✓ Confidential initial registration statement filing; ✓ Two, rather than three, years of audited financials; 1 6
  17. 17. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DID THE JOBS ACT AND THE FAST ACT CHANGE THE THRESHOLD AND ON-RAMP FOR BECOMING A REPORTING COMPANY (con’t) • Other main benefits created by the JOBS Act for IPO on-ramp: ✓ Scaled executive compensation disclosures; ✓ Opportunity for “testing the waters” before or after filing; and ✓ Other benefits, opt-outs and alternative treatments. 1 7
  18. 18. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW HAS THE DEFINITION OF SMALLER REPORTING COMPANY CHANGED? • Large accelerated filers: ✓ Public float of $700 million or more • Accelerated filers: ✓ Public float of $75 million or more but less than $700 million 1 8
  19. 19. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW HAS THE DEFINITION OF SMALLER REPORTING COMPANY CHANGED? • Smaller reporting companies: 1 9
  20. 20. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE THE CONSEQUENCES OF BECOMING A REPORTING COMPANY? • Public disclosure duties - periodic reports (10-K, 10-Q, 8-K). • Annual meeting process - proxy rules, stockholder proposals. • Insider trading regulation - Rule 10b-5, Section 16 reports and short-swing trading. • Investor communications - earnings releases, Regulation FD. 2 0
  21. 21. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE THE CONSEQUENCES OF BECOMING A REPORTING COMPANY? (con’t) • SRO regulation - NYSE & Nasdaq listing standards. • Williams Act - Schedule 13D/G, tender offer regulation. • Other substantive regulations – Sarbanes-Oxley, Dodd Frank, FCPA. 2 1
  22. 22. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE SOME OF THE REQUIRED REPORTS? • Form 10-K - Annual Report; • Form 10-Q - Quarterly Report; • Form 8-K - Current Report; • Schedules 14A and 14C - Proxy and Information Statements; 2 2
  23. 23. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE SOME OF THE REQUIRED REPORTS? (con’t) • Schedule 14-F - Information Statement for Change in Majority of Directors; • Schedules 13D and 13G - 5% Beneficial Ownership; • Forms 3, 4 and 5 - Section 16 Insider Reporting; and • Schedule TO - Tender Offer Statements. 2 3
  24. 24. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SEC AMENDMENTS AND PROPOSED IDEAS TO MODERNIZE DISCLOSURE 2 4 Rule Summary Description of Amended Rules Regulation S-K, Item 303 and Form 20-F Issuers will generally be able to exclude discussion of the earliest of three years in MD&A if they have already included the discussion in a prior filing. Regulation S-K, Items 601(b)(10) and 601(b)(2) and investment company registration forms Issuers will be able to omit confidential information in material contracts and certain other exhibits without submitting a confidential treatment request to the SEC, so long as the information is (i) not material and (ii) would likely cause competitive harm to the issuer if publicly disclosed. Regulation S-K, Item 601(b)(10) Only newly reporting issuers will be required to file material contracts that were entered within two years of the applicable registration statement or report.
  25. 25. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SEC AMENDMENTS AND PROPOSED IDEAS TO MODERNIZE DISCLOSURE 2 5 Rule Summary Description of Amended Rules Regulation S-K, Item 601(a)(5) and investment company forms Issuers will not be required to file attachments to their material agreements if such attachments do not contain material information or were not otherwise disclosed. Regulation S-K, Item 102 Issuers will need to provide disclosure about a physical property only to the extent that it is material to the issuer. Forms 8-K, 10-Q, 10-K, 20-F and 40-F Issuers will be required to disclose on the form cover page the national exchange or principal U.S. market for their securities, the trading symbol, and title of each class of securities.
  26. 26. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe SEC AMENDMENTS AND PROPOSED IDEAS TO MODERNIZE DISCLOSURE 2 6 Rule Summary Description of Amended Rules Securities Act Rule 411(b)(4); Exchange Act Rules 12b-23(a)(3), and 12b-32; Investment Company Act Rule 0-4; and Regulation S-T Rules 102 and 105 Issuers will no longer be required to file as an exhibit any document or part thereof that is incorporated by reference in a filing, but instead will be required to provide hyperlinks to documents incorporated by reference. Forms 10-K, 10-Q, 8-K, 20-F and 40-F. Issuers will be required to tag all cover page data in Inline XBRL. Regulation S-T Rules 102 105, 201, 202 and 311; Form N-CSR; and investment company registration forms Investment companies will be required to file reports on Form N-CSR and registration statements and amendments thereto in HTML format and provide hyperlinks to exhibits and other information incorporated by reference.
  27. 27. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT KIND OF EXECUTIVE COMPENSATION DICLOSURE IS REQUIRED AND IN WHICH REPORTS? • Part III of Form 10-K and Proxy Statement incorporation timing • Who is covered: mainly, Named Executive Officers – based on total compensation (Summary Compensation Table) • What is covered: salary, bonuses, certain benefits and perquisites, equity awards value and change of control or termination benefits - “all compensation must be disclosed” 2 7
  28. 28. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT KIND OF EXECUTIVE COMPENSATION DICLOSURE IS REQUIRED AND IN WHICH REPORTS? (con’t) • What does it look like: CD&I, tables, narrative descriptions • JOBS Act impact – scaled disclosure for EGCs, smaller reporting companies 2 8
  29. 29. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A CURRENT REPORT AND WHEN ARE THEY FILED? • General ✓ Report intended to supplement recurring filing requirements when material events occur that should be brought to prompt attention of investing public. • Timing ✓ Company generally must file Form 8-K within four business days after occurrence of reportable event. 2 9
  30. 30. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A CURRENT REPORT AND WHEN ARE THEY FILED? (con’t) • Timing – continued … ✓ Form 8-K filed in accordance with SEC’s fair disclosure rules (Regulation FD) must be filed in time frame specified under those rules. ✓ Company may voluntarily file Form 8-K upon occurrence of any event deemed of importance to shareholders (no deadline). ✓ Don’t file late! Cannot use Registration Statement on Form S-3. 3 0
  31. 31. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A CURRENT REPORT AND WHEN ARE THEY FILED? (con’t) • Mandatory reportable items include: ✓ Entry into/amendment/termination of material definitive agreement not made in ordinary course of business; ✓ Bankruptcy events; ✓ Mine safety events; ✓ Results of operations and financial conditions; 3 1
  32. 32. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A CURRENT REPORT AND WHEN ARE THEY FILED? (con’t) • Mandatory reportable items – continued … ✓ Creation of, or acceleration or increase in, material, direct financial obligation or obligation under off-balance sheet arrangement; ✓ Costs associated with exit plan activities; ✓ Material impairments to assets; ✓ Acquisition or disposal of assets not in ordinary course of business; 3 2
  33. 33. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A CURRENT REPORT AND WHEN ARE THEY FILED? (con’t) • Mandatory reportable items – continued … ✓ Change in control; ✓ Receipt of notice of delisting or failure to satisfy continued listing rule or standard or transfer of listing from a exchange or inter-dealer quotation system; ✓ Non-reliance on financial statements or related audit report; ✓ Changes in certifying accountant; 3 3
  34. 34. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A CURRENT REPORT AND WHEN ARE THEY FILED? (con’t) • Mandatory reportable items – continued … ✓ Unregistered sales of equity securities aggregating at least 1% of the outstanding class; ✓ Material modifications to the rights of security holders; ✓ Departure of directors or principal officers; ✓ Election of directors other than by shareholder vote; 3 4
  35. 35. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A CURRENT REPORT AND WHEN ARE THEY FILED? (con’t) • Mandatory reportable items – continued … ✓ Appointment of principal officers; ✓ Certain amendments to charter or bylaws and changes in fiscal year; ✓ Temporary suspensions of trading under employee benefit plans; ✓ Amendment or waiver of Code of Ethics; ✓ Change in shell company status; 3 5
  36. 36. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A CURRENT REPORT AND WHEN ARE THEY FILED? (con’t) • Mandatory reportable items – continued … ✓ Certain shareholder director matters for companies with proxy access procedures; ✓ Shareholder voting results; ✓ Certain disclosures related to asset-backed securities; and ✓ Disclosures to satisfy Regulation FD. 3 6
  37. 37. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT DOES THE SEC’S PROCESS FOR REVIEWING AND COMMENTING ON DISCLURE ENTAIL? • Regular review by SEC – some level of review every 3 years (SOX mandate). • SEC discretionary review triggers – new registrants, outliers, largest companies. • Full review vs. limited scope review. • Public availability of SEC comments and issuer responses. • Areas of focus – MD&A, exec comp, segment reporting, goodwill, risk factors. 3 7
  38. 38. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT DOES THE SEC’S PROCESS FOR REVIEWING AND COMMENTING ON DISCLURE ENTAIL? (con’t) • Best practices: ✓ Coordination of players (management, board, auditors, counsel); ✓ Careful analysis of comments and tailored response; ✓ Escalation process – use wisely and appropriately; ✓ Confidential treatment – Rule 83; and ✓ Choose your battles wisely. 3 8
  39. 39. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE SOME TOPICS THAT SHOULD BE ON YOUR RADAR? • Board diversity initiatives (California’s S.B. 826). • Pay ratio disclosure. • Possible amendments to Rule 10b5-1 (Promoting Transparent Standards for Corporate Insiders Act) 3 9
  40. 40. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THE FACULTY 4 0
  41. 41. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Michael Gold – michael.gold@saul.com Michael Gold is a partner at Saul Ewing Arnstein & Lehr LLP where he also serves as co-chair of the Corporate Practice. For more than 20 years, Michael has helped clients in a wide variety of industries with public and private securities transactions, stock and asset acquisitions, mergers and joint venture arrangements. He also advises boards of directors and outside shareholders regarding corporate governance practices, proxy solicitations and tender offers. Michael has extensive experience with private equity, hedge fund and venture finance transactions, representing both investors and issuers. He also counsels clients on SEC disclosure requirements and securities regulatory matters. In addition, Michael has represented companies and individuals in connection with internal investigations, corporate crisis situations and enforcement actions brought by the Securities and Exchange Commission, the NYSE and FINRA (formerly the NASD). He handles issues related to structuring complex securities transactions, and trading practices and policies within different securities markets and firms. Prior to law school, Michael was a financial analyst for Goldman, Sachs & Co. in New York City, specializing in mortgage finance. 4 1
  42. 42. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Craig Mordock – CMordock@sheppardmullin.com Craig Mordock is a partner at Sheppard Mullin, where he maintains a corporate and securities practice with special on private and public securities offerings, corporate governance, and mergers and acquisitions. His corporate finance experience ranges from representing venture capitalists, institutional investors, and start-up companies in early-stage financings to representing issuers and investment banks in public offerings of equity and debt securities. He advises purchasers and sellers of companies in a variety of industries, including software, communications, semiconductors, life sciences, renewable energy, consumer products, and financial services. Craig has extensive experience representing public companies in connection with disclosure and compliance matters under the Securities Act of 1933 and the Securities Exchange Act of 1934 and provides general corporate and business counseling to several privately held companies. He regularly counsels boards of directors and board committees in connection with their duties under state and federal law as well as their compliance with the rules of self-regulatory organizations such as the New York Stock Exchange and NASDAQ. Craig has been a speaker at numerous conferences on securities and corporate governance matters and has published articles on various topics in these areas. 4 2
  43. 43. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Robert Rapp – rnr@case.edu Robert N. Rapp is Visiting Assistant Professor of Law at the Case Western Reserve University School of Law, where he teaches Securities Regulation, Advanced Securities Regulation and Law, Theory and Practice in Financial Markets. He is a Retired Partner (1975-2017) in the Securities and Capital Markets Practice of Calfee, Halter & Griswold LLP Cleveland, Ohio. He was previously Distinguished Practitioner in Residence at the Cornell Law School. Bob’s contributions to legal scholarship include numerous published articles and papers addressing securities and financial market regulatory topics, many of which have been cited by state and federal courts, including the United States Supreme Court. He is the author of Blue Sky Regulation (LexisNexis/Matthew Bender), a definitive four-volume treatise on state securities regulation in the United States. A graduate of Case Western Reserve University (B.A., 1969) and the Case Western Reserve University School of Law (J.D., 1972), Bob also holds a Masters of Business Administration from the Cleveland State University Ahuja College of Business (1989). 4 3
  44. 44. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Vanessa Schoenthaler – vschoenthaler@sfgh.com Vanessa J. Schoenthaler is a partner in the New York office of Sugar Felsenthal Grais & Helsinger LLP. She focuses her practice on corporate and securities matters with an emphasis on private and public securities transactions, compliance and disclosure obligations and corporate governance matters. Her clients rely on her deep experience navigating the complexities of both the public and private securities regulatory environment. She frequently contributes to publications such as The Corporate Counselor, Buyouts and Transactional Advisors. Vanessa’s corporate finance experience ranges from advising investors and development stage companies in early round financings to representing issuers and intermediaries in registered and exempt offerings of equity and debt securities. She has worked with foreign and domestic issuers on matters such as periodic and ongoing disclosure obligations, corporate governance practices, exchange listing standards, joint ventures, equity compensation arrangements, ESOP transactions, securities offerings and mergers, acquisitions and dispositions. Vanessa counsels foreign and domestic sponsors, private funds and investment managers with regard to formation and operation, investment adviser registration, and periodic and ongoing disclosure obligations. She also guides her clients in structuring investments, compliance with regulatory requirements (including under Section 13, Section 16 and Rule 144) and addressing insider trading issues. 4 4
  45. 45. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe QUESTIONS OR COMMENTS? If you have any questions about this webinar that you did not get to ask during the live premiere, or if you are watching this webinar On Demand, please do not hesitate to email us at info@financialpoise.com with any questions or comments you may have. Please include the name of the webinar in your email and we will do our best to provide a timely response. IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. 4 5
  46. 46. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT FINANCIAL POISE DailyDAC LLC, d/b/a Financial Poise™ provides continuing education to attorneys, accountants, business owners and executives, and investors. Its websites, webinars, and books provide Plain English, entertaining, explanations about legal, financial, and other subjects of interest to these audiences. Visit us at www.financialpoise.com. 4 6 Our free weekly newsletter, Financial Poise Weekly, educates readers about business, business law, finance, and investing. To receive it simply add yourself by going to: https://www.financialpoise.com/newsletter/ Email addresses are never sold to or shared with third parties.

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