American Bar Association
 
Federal Regulation of Securities Committee

ABA Section of Business Law


Federal Regulation of Securities Committee


Mission Statement



The mission of the Federal Regulation of Securities Committee is to be the principal Business Law Section committee dealing with the Federal securities laws, provide meaningful meetings, programs and information to practitioners covering a wide range of securities law topics, and through our comment letters, to be a significant resource to the SEC.




Committee Facts







  • Approximately 2,500 members meet three times a year: at the Business Law Section's Spring Meeting, the Business Law Section Annual Meeting, and a Fall Meeting in Washington


  • Our meetings often include significant participation by SEC staff members, with a great opportunity for dialogue


  • We operate through subcommittees that focus on a full range of securities law topics


  • We sponsor and co-sponsor CLE programs at our meetings, covering the latest developments in securities law and practice


  • We comment on SEC rule proposals; our letters are regularly cited in the SEC's final rulemaking releases


  • We also review the rules and procedures of FINRA and other entities relating to federal securities law practice


  • We provide members significant opportunities to participate in our activities



Areas of Expertise







  • Public and private securities offerings


  • Public company disclosure obligations


  • SEC and civil enforcement of the securities laws


  • Employee benefits and executive compensation


  • Proxy statements


  • Trading and markets


  • Investment companies and investment advisers


  • Hedge funds


  • Securities law opinion practice


  • Securities law considerations in mergers and acquisitions


  • International securities matters


  • Smaller reporting companies


  • FINRA corporate financing rules



How to Get Involved?




Are you interested in joining or working with the Federal Regulation of Securities Committee? The Committee meets three times a year - at the Business Law Section's Spring Meeting, the Business Law Section Annual Meeting, and a Fall Meeting in Washington. Most of our work is done at these meetings and we welcome anyone to join us. You also can get involved with the Committee by submitting articles to be published on the Committee's website and/or in other Business Law Section publications. You can contact Arian June, Publications Director, if you are interested in submitting articles or website content. You also are welcome to contact Cathy Dixon, Committee Chair, to find other ways to get involved.


Message from the Chair

March 20, 2015:

Dear Colleagues:

Although snow is falling as I write this, I wanted to wish everyone a happy first day of Spring! The Business Law Section's Spring Meeting in San Francisco is now less than a month away, which means that the latest preliminary schedule is probably pretty close to final. CLE programs and Subcommittee, Working Group and Task Force meetings of the Federal Regulation of Securities Committee are listed at pages 27-28 of the attachment. After a few reminders regarding deadlines, I'll give you a brief preview of some of the highlights of our Committee's meeting. As always, the Subcommittee Chairs and Vice-Chairs will be sending more details regarding the various Subcommittee meetings a bit closer to the Spring Meeting, which will be held Thursday, April 16 through Saturday, April 18, 2015. As soon as the dial-in numbers are available for the Dialogue with the Director of the Division of Corporation Finance, Keith F. Higgins, and the meetings of the Subcommittees, Disclosure Effectiveness Working Group and Task Forces on Fund Directors' Guidebook and Investment Company Use of Derivatives and Leverage, I'll send the updated schedule with dial-in information to the full Committee.

Here are the important deadlines:

1. March 24, 2015: ABA discounted hotel rates (primary meeting hotel, San Francisco Marriott Marquis, and Intercontinental San Francisco).

2. March 27, 2015: Advance registration; after this date, on-site registration only. If you have questions about registration, please call the ABA's Dorcus Logan at 312-988-5564, or send her an e-mail at dorcus.logan@americanbar.org. Remember, the early-bird fee expired on February 21, 2015.

3. March 27, 2015: Refunds of registration fee on written request.

The Business Law Section's luncheon is on Friday, April 17, 2015, from 12:30 - 2:15 p.m. (Pacific), at the Marriott Marquis, and the Section dinner is that evening, from 6:30 - 10:30 p.m. (Pacific), at the California Academy of Sciences. As I mentioned in a previous e-mail, the Committee will not have a Spring Meeting luncheon for logistical reasons (i.e. folks who don't live on the West Coast are likely to prefer to fly home on the afternoon of Saturday, April 18).

On to programming - please note that all times are Pacific. First, the Committee is very fortunate to have Keith F. Higgins, the current Director, join us for the ever-popular Dialogue with the SEC's Division of Corporation Finance program on Friday, April 17, 2015, from 10:30 a.m. to noon. For those unable to attend, there will be a dial-in number and the program will be recorded for subsequent audio replay (usually a few weeks after the Spring Meeting).

In addition, our Committee has two wonderful CLE programs planned for Friday, April 17, 2015 (remember, no dial-in numbers for these, although the programs will be recorded for audio replay):

1. What Companies Need to Know About the SEC's Financial Reporting Initiatives: This program, which will be held from 8:30 to 10:00 a.m. on Friday, April 17, will help lawyers understand the SEC's current, multi-disciplinary focus on the areas of accounting, auditing, internal control and MD&A, based on a panel discussion of recent SEC enforcement cases, Division of Corporation Finance comment letters, and speeches by members of the SEC's Office of Chief Accountant. In particular, the panel will discuss current developments in these areas and steps that companies should take now to address (and preempt) the SEC's financial reporting concerns. The panel of experts, which will be moderated by Linda L. Griggs, a Morgan Lewis partner and former Chair of the Section's Law & Accounting Committee, will include David Woodcock, Director of the SEC's Fort Worth Regional Office and Chair of the Enforcement Division's Financial Reporting and Audit Task Force; Catherine de Madrid, a forensic accountant with Ernst & Young; and Peter K.M. Chan, now a partner at Morgan Lewis and a recent Assistant Regional Director in the SEC's Chicago Regional Office, where he served as head of that office's Municipal Securities and Public Pension Unit.

2. Still Spry at 75: Reflections on the Investment Company Act and the Investment Advisers Act: Moderator Paul N. Roth, Chair of the Hedge Fund Subcommittee and Schulte Roth & Zabel partner, will lead a discussion by a distinguished panel of speakers on the past, present and future of the two "1940 Acts", in celebration of their 75th anniversary (Friday, April 17, 2:30-4:30 p.m.). Panelists will include: Andrew (Buddy) J. Donohue, Goldman Sachs Managing Director and Investment Company General Counsel, current Chair of the Investment Companies and Investment Advisers Subcommittee and former Director of the SEC's Division of Investment Management; Barry P. Barbash, a partner at Wilkie Farr & Gallagher and former Investment Management Division Director; Marianne K. Smythe, a legal consultant who previously served as a Director of the Investment Management Division and partner at WilmerHale; Jennifer B. McHugh, Senior Policy Advisor to the current Director of the Division of Investment Management; Professor Tamar Frankel, Professor, Boston University School of Law and a leading authority on the statutes; and Jay G. Baris, a Morrison & Foerster partner and Vice-Chair of the Federal Regulation of Securities Committee.

As noted above, you should be hearing relatively soon from your Subcommittee and Task Force leaders with more information on topics to be covered during their meetings. Per my recent e-mail (of 3/10/15), the Disclosure Effectiveness Working Group chaired by Tom Kim will be meeting on Saturday, April 18, from 9:30 - 11:00 a.m., to discuss next steps now that the Working Group has authored two comment letters submitted to the SEC containing suggestions for improving business and financial disclosures in periodic and current reports under the Securities and Exchange Act of 1934. Please feel free to attend, regardless of whether you've joined the Working Group - all ideas and suggestions are welcome!

Finally, a reminder for anyone interested in sustainability topics. Together with the Corporate Governance Committee, our Committee has formed a joint Sustainability and Governance Subcommittee, which will be meeting on Saturday, April 18 from 10:00 - 11:00 a.m. Like the work of the Disclosure Effectiveness Working Group, which is a joint initiative of our Committee and the Law & Accounting Committee, this new Subcommittee focuses on a variety of governance and disclosure topics of great interest to many public companies and their shareholders. If you would like to join, you can attend the meeting and sign up, or check in with Dave Lynn who is one of several Co-Chairs (along with being a Vice Chair of our Committee).

In closing, I hope everyone has a great weekend. I'm very much looking forward to seeing you soon. If you have any questions, please feel free to send me an e-mail (cathy.dixon@weil.com) or give me a call at 202-682-7147. Happy Spring!

With best regards,

Cathy

Catherine T. Dixon
Chair, Federal Regulation of Securities Committee
Business Law Section
American Bar Association


Program Materials


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Leadership

Chair:

Dixon, Catherine

Vice-Chairs:

Baris, Jay
Drexler, Kimberley
Lynn, David
Paz, Marlon
Sirignano, David

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Modified by Graham Hunt on April 15, 2015

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