Securities Law for the Non-Securities Attorney

Do you find yourself nodding without comprehension when your clients start talking about selling stocks or bonds to raise money for their business?   Did you know that every investment that is considered a “security,” no matter how large or small, must be either registered with the Securities and Exchange Commission or meet a registration exemption?   And that each state has “blue sky” laws that must be complied with as well?  

Join Gary J. Ross for an engaging look at the basics of the securities laws.  Mr. Ross begins the presentation by examining the definition of a “security.”  He then summarizes the federal securities registration requirements and the most commonly-used registration exemptions.  He analyzes the relationship (and, often, the tension) between federal securities laws and state “blue sky” laws, and then discusses miscellaneous yet important securities topics such as proxy fights and tender offers.  Gary concludes with an overview of recent developments in the securities laws, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Jumpstart Our Business Startups Act of 2012, and the recent attention on crowdfunding as a source of capital for small businesses.

Learning Objectives:

I.      Identify what a “security” is and what it means to “register” a security

II.     Understand relevant registration exemptions and ongoing disclosure requirements

III.    Appreciate the relationship between federal securities laws and state “blue sky” laws

IV.    Gain familiarity with proxy solicitations, proxy fights and tender offers

V.     Grasp the impact of Dodd-Frank and Sarbanes-Oxley 

VI.    Analyze recent developments such as the JOBS Act and crowdfunding