• SEC Regulation Outside the United States, Conference (23 June 2017)
  • SEC Basics, Workshop (22 June 2017)
  • SEC and NFA Examinations, Workshop (22 June 2017)

SEC Basics – 22 June 2017

Perfect for an introduction to the SEC       Registration 08.15      Workshop 08.30 – 12.30  

SEC Basics is an intensive, interactive half-day workshop suitable for those with little or no knowledge of the U.S. securities laws, the SEC or the SEC’s rules and regulations. The workshop is led by Mark Berman, a former SEC lawyer who advises on SEC practice outside the United States and international financial services regulation. Book now!

“SEC Basics was excellent.  The content gave a general overview and background of US SEC & provides a starter point to do more research by myself.“

SEC Basics will cover the following topics:


  • 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 United States securities laws and its own rules outside the US?
  • 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 will commercial banking, investment banking, insurance, commodities, pension plans and derivatives be regulated?

Offerings and Private Placements

  • How are securities offered to the public?
  • What are the pre-filing, waiting and post-filing periods, and what can be done during them?
  • What is the review and comment process?
  • What can be said and done 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 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 American Depositary Receipt programmes work?
  • What’s involved with the “roadmap” to and IFRS-U.S. GAAP reconciliations?
  • What are Rule 144A re-sales?

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 Internal Control over Financial Reporting?
  • What is a “significant deficiency?” “A material weakness”?
  • What are beneficial ownership reports, Schedule 13Ds and 13Gs?
  • What is XBRL?

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”?
  • How to de-list from an exchange and de-register with the SEC?
  • 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 is 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?

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?
  • What will the legislative changes involving non-U.S. money managers mean to practitioners?
  • How to structure hedge funds and feeder structures?