Securities Law Subsection
The Securities Law Subsection of the Colorado Bar Association sponsors luncheons that provide the opportunity for securities attorneys engaged in private practice and securities regulators to meet on a monthly basis to discuss current topics and to become acquainted socially. Approximately 100 attorneys and regulators attend these meetings at which a speaker makes a presentation on a securities law topic, and the topic is then discussed by the audience. One CLE credit is earned for attending each meeting. Anyone who is interested in joining the Subsection and attending the luncheon meetings should contact the Bar Association (303-860-1115) and request that his or her name and address be added to the Subsection's mailing list.
The Co-Chairs of the Subsection serve a two-year term, and always consists of either a practicing securities law attorney or one securities law regulator. The Co-Chairs are responsible for organizing the monthly luncheon meetings and finding speakers. If anyone is interested in making a presentation, he or she should email Elizabeth Karpinski Vonne (firstname.lastname@example.org) or Jordan Factor (email@example.com).
In addition to sponsoring the monthly luncheon meetings, members of the Subsection actively participate in the initiation and review of legislation involving securities law matters.
2014-2015 CBA Securities Subsection
Elizabeth Karpinski Vonne and Jordan Factor
CBA Staff Liaison: Jill Lafrenz
2014 – 2015 CBA Securities Subsection Schedule
Monday, September 8 at noon: Lunch at Brown Palace Hotel
Short Swing Profits in the Age of Derivatives
Section 16(b) of the ’34 Act provides for the disgorgement of an insider’s profits from the purchase and sale of securities within six months. The corresponding SEC regulations make analyzing most simple derivatives—options and warrants—relatively straightforward. But the application of these 20 year-old regulations to today’s complex derivatives has become fodder for creative plaintiffs. The presentation will outline the developing case law concerning short swing profits in today’s more complex transactions.
Christian Onsagerand Andy Johnson, of Onsager Guyerson Fletcher Johnson LLC
Monday, October 6 at noon: Lunch at Brown Palace Hotel
Alternative Capital Raising Solutions for Mid-Size and Smaller Privately Held Companies
Presented with the CBA Privately Held Businesses Subsection
“Crowdfunding” may be stealing the headlines (for good reason!), but there are a myriad of other methods to raise capital. This presentation discusses several possible capital raising methods, and provides practical advice that companies will benefit from as they consider what type of offering to do and what type of security to issue.
· Funding portals:The pros, cons, and practical advice of using an online investment funding portal to raise capital. Also, how are funding portals different from one another?
· IPOs are resurging in popularity in 2014. Ever considered raising capital by going public? The JOBS Act facilitates mid-size and smaller companies to use the “on ramp” to going public.
· General Solicitation. Should we advertise our company’s securities on billboards?: What to know before doing a General Solicitation offering
· Which type of security to offer? The options are extensive and include --common stock, LLC interests, convertible equity, debt, cooperative interests, loans or revenue shares. Many considerations go into choosing the type of security to offer, and this presentation explains important factors.
· Investment Crowdfunding, Intrastate Offering Exemptions and Regulation A+ Update. What is taking so long with these rules?
· Converting companies to Cooperatives, Cooperatives vs ESOPs, and insights on how to access investors who are attracted to such entities and B-Corps
Kevin Hitchen, Founder, Localstake investment crowdfunding platform
Jason Weiner, General Counsel of Namaste Solar and Solo Practitioner
Elisabeth Oertle, Associate, Davis Graham & Stubbs LLP
Wednesday, December 17at noon: Lunch at Brown Palace Hotel
Public Company Audit, Audit Committees and Financial Reporting: Recent Developments and Current Issues
Recent developments public companies and their audit committees need to know for their upcoming financial reports and Annual Report on Form 10-K.
· Recent initiatives of the Public Company Accounting Oversight Board (PCAOB)
· New accounting and financial reporting issues
· Current SEC and other regulatory developments
Gaylen Hansen, Audit Partner, Director of Quality Assurance, EKS&H
Sandy Shoemaker, Audit Partner, EKS&H
Tuesday, January 13, 2015 at noon: Lunch at Davis Graham & Stubbs LLP
2015 Public Company Compensation and Proxy Season Update
This update will summarize the key elements of the new rules, guidelines and trends that companies will encounter in 2015. The presenters will explain these developments and provide insights learned from the previous season. The presentation will also include a discussion of emerging trends in compensation, how companies are responding to the trends, and advice on how to respond to a negative ISS recommendation.This year’s presentation will feature perspective from both private practice securities counsel and from Vice President of Total Rewards at a multinational corporation. This presentation is a joint presentation between the CBA Securities Law Subsection and the National Association for Stock Planning Professionals (NASPP).
If you have any specific questions on equity compensation plans, proxy preparation, or related topics that you would like the presenters to address, please email the questions to Elizabeth.Vonne@dgslaw.com. There will also be a Q&A and discussion session after the presentation.
Mike Shinbein, VP, Total Rewards and HR Shared Services, The WhiteWave Foods Company
Elizabeth Karpinski Vonne, Partner, Davis Graham & Stubbs LLP
Sam Bongiovanni, Sr. Manager, Total Rewards at DigitalGlobe, Inc.
February 2015 (Date TBD) at 7:30a.m.: Breakfast at Brown Palace Hotel
2015 Enforcement Update
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One CLE credit is earned for attending each meeting.
We look forward to seeing you.
Elizabeth Karpinski Vonne Jordan Factor
Davis Graham & Stubbs LLP Allen & Vellone P.C.