Thursday, December 14, 2017
12:00 p.m. – 1:30 p.m. EST
5:00 p.m. – 6:30 p.m. GMT

With companies remaining private longer, their stockholder base often becomes more widely dispersed. More and more privately held companies are facing interesting challenges in communicating effectively with various stakeholders, without violating securities laws. Companies contemplating or undertaking an initial public offering face particularly acute issues as they try to establish effective communications approaches. Finally, public companies face Regulation FD and other regulatory requirements that may require that they map out a careful communications approach. During this session, we will address the following:

  • Trends and developments in capital markets communications;
  • New modes of communication and engagement (e.g., social, digital);
  • Non-GAAP financial measures;
  • Navigating disclosure risks and requirements, including Regulation FD;
  • Assessing materiality and whether there is an obligation to disclose (and when);
  • Forward-looking statements, financial guidance and communicating with investment professionals, including analysts and rating agencies;
  • Competitive benchmarking and key metrics;
  • Optimizing value in an exit strategy, whether it is an IPO or an M&A exit; and
  • Best practices in public debt communications (as a private company).

Speakers:

  • Jeff Grossman
    Co-CEO, Solebury Communications Group
  • Scott Lesmes
    Partner, Morrison & Foerster LLP
  • Anna Pinedo
    Partner, Morrison & Foerster LLP

Additional speakers to be announced.

CLE credit is pending for California and New York.

For more information, or to register, please click here.

Monday, November 20, 2017
10:30 a.m. – 2:00 p.m.

The Fairmont Royal York
100 Front Street West
Toronto, ON M5J 1E3
Canada

Please join us for one (or both) of our sessions.

During the first session, our speakers will provide an overview of debt capital market trends in 2017 and what to expect in the months ahead. We will discuss some of the regulatory developments that are, and will continue to, impact issuances by financial institutions, including the Canadian banks. In particular, we will discuss issuance trends for financial institutions in the United States, the prospects for regulatory burden relief and tax reform, and related matters. We will also discuss the bail-in regime in Canada and the proposed TLAC requirement. Lastly, we will discuss recent NVCC issuances in the United States by Canadian banks, as well as other funding activity, including covered bonds.

During the second session, our speakers will discuss the application of blockchain in financial services, payments and financial products with a focus on use cases. In particular, we will discuss the applicable regulatory and tax considerations in the United States and conclude with some tips to assist the audience in navigating these regimes.

Session 1: Debt Capital Markets, Regulatory Developments & Market Outlook
10:30 a.m. – 12:00 p.m.

  • Overview of the debt capital markets;
  • Issuance levels and trends;
  • What to expect in the months ahead;
  • U.S. regulatory developments;
  • Canadian regulatory developments;
  • NVCC issuances; and
  • Modifying issuance programs for the bail-in regime.

Speakers:

  • Tom Connell
    Managing Director, Standard & Poor’s
  • Bryan Farris
    Associate Director, UBS Investment Bank
  • Peter Hamilton
    Partner, Stikeman Elliott LLP
  • Ahmet Yetis
    Americas Head of Capital Solutions, UBS Investment Bank
  • Oliver Ireland
    Partner, Morrison & Foerster LLP
  • Anna Pinedo
    Partner, Morrison & Foerster LLP

Lunch: 12:00 p.m. – 12:30 p.m.

Session 2: Blocked? Navigating the U.S. Regulatory and Tax Regimes Applicable to Blockchain
12:30 p.m. – 2:00 p.m.

  • What is blockchain and how does it work?;
  • Which laws apply?;
  • Timing, finality, and enforceability;
  • System accountability and responsibility;
  • Use cases;
  • Digital tokens, token sales, and U.S. regulation;
  • IRS Notice 2014-21;
  • Case study: Department of Justice Coinbase summons; and
  • Interesting issues relating to taxation of financial instruments and crypto.

Speakers:

To register for this program, or for more information, please click here.

Now offered as a webinar

Tuesday, November 14, 2017
8:30 a.m. – 9:30 a.m. Eastern

Our speakers will review and discuss SEC and FASB developments that registrants and directors should consider as they prepare their Forms 10-K, including the following:

  • Use of Non-GAAP financial measures;
  • Comment letter trends;
  • Updating your MD&A;
  • New revenue recognition standard;
  • Developments in derivatives/hedge accounting;
  • New lease accounting rules; and
  • New credit impairment rules.

Speakers:

NY and CA CLE credit is pending.

To register, please click here.

Thursday, November 16, 2017

Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019

Breakfast & Registration:
8:30 a.m. – 8:50 a.m.

Keynote, Pitch, Panel:
8:50 a.m. – 10:00 a.m.

Closing Words & Networking:
10:00 a.m. – 10:30 a.m.

OurCrowd and Morrison & Foerster Seminar

Join OurCrowd, Morrison & Foerster, and the startup community for a breakfast program discussing the U.S. IPO market, financing alternatives, and opportunities for Israeli startups.

Speakers:

  • Ben Colman
    CEO, Covertix
  • Michael Idelchik
    Vice President of Advanced Technology Programs, GE
  • Andy Kaye
    President, OurCrowd
  • Anna Pinedo
    Partner, Morrison & Foerster LLP
  • Coby Sella
    CEO, Unispectral
  • Tomer Tzach
    CEO, CropX

Moderator:

  • Stephen Lacey
    U.S. Editor, International Financing Review

This is an in-person only session.

For more information, or to register, please click here.

November 8-10, 2017

The Roosevelt Hotel
45 East 45th Street
New York, NY 10017

PLI’s 49th Annual Institute on Securities Regulation will be composed of seasoned individuals from private practice, investment banking, accounting firms, corporations, and government agencies. These experts will put the developments of the past year into proper perspective, and prepare you for 2018 and beyond.

Partner Anna Pinedo will participate in a panel discussion entitled “Private Offerings and Public Offerings by Smaller Reporting Companies” on day one of the program. Topics will include:

  • General solicitation and private offerings under Rule 506;
  • Integration of private to private and private to public offerings – what will it take to fix the uncertainty?;
  • Regulation A and Crowdfunding – are they working and where do they work the best?; and
  • Public capital raising by smaller reporting companies – what’s on the reform agenda?

Senior Of Counsel Marty Dunn will participate in a panel discussion entitled “Securities Law Grab Bag: Your Frequent Questions Answered” on day two of the program. Topics will include:

  • Our answers and analysis for important securities and compliance questions;
  • Avoiding the pitfalls in the offering process;
  • Making the right disclosure decisions under common (and not so common) scenarios;
  • Approaching the compliance function: our best practice answers;
  • Frequent governance considerations and the best ways to handle them; and
  • Do we have to close the trading window?

PLI will provide CLE credit.

For more information, or to register, please click here.

Thursday, November 2, 2017
9:00 a.m. – 7:30 p.m. GMT

The Tower Hotel
St Katharine’s Way
London, United Kingdom E1W 1LD

Morrison & Foerster Sponsorship

An increasing number of European corporate borrowers and investors are now looking to the private placement market as an attractive opportunity, for financing and investment.

The Private Placements Global Forum – Europe 2017 will provide the best opportunity in Europe to hear from the experts on the key issues for European corporates issuing in the private placement market and the key investment opportunities for global investors.

Partner Scott Ashton will deliver the conference chair’s opening remarks and will participate in a panel discussion entitled “Documentation Issues.” Mr. Ashton will also participate in a panel discussion entitled “Private Placements for Academic Institutions.”

Partner Brian Bates will participate in a panel discussion entitled “Issuing in the Global Private Placement Market for European Corporates.”

For more information, or to register, please click here.

Tuesday, October 31, 2017
12:00 p.m. – 1:30 p.m. EDT
5:00 p.m. – 6:30 p.m. BST

Token sales, also known as “ICOs,” represent a new capital-raising method that is being explored by a variety of companies in the market. In the past few months, the U.S. Securities and Exchange Commission (SEC) has provided guidance concerning token sales. Although the SEC did not declare that all digital tokens constitute securities, it cautioned, among other things, that certain tokens may be securities and that existing securities frameworks apply to token sales, notwithstanding that digital tokens may be distributed via distributed ledger technology. In addition, the IRS has published guidance relating to tokens that are “convertible virtual currencies” and has indicated that such tokens generally are treated as property for U.S. federal income tax purposes. Token sales, and the legal and regulatory landscapes in the United States and around the world with respect to digital tokens, continue to evolve.

This webinar will explore the current legal, regulatory and tax landscape relating to token offerings and will consider the following:

  • What are digital tokens and how are they typically used and sold?
  • What guidance has the SEC provided regarding token sales, and what is the significance of that guidance?
  • What guidance has the IRS provided regarding tokens, and what tax considerations are relevant to tokens and token sales?
  • What are some of the other legal matters that token issuers and their counsel should be aware of when contemplating launching token sales?

Speakers:

CLE credit is pending for California and New York.

For more information, or to register, please click here.

Wednesday, October 18, 2017

Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019

Lunch and Registration:
12:00 p.m. – 12:30 p.m.

Keynote and Pitch:
12:30 p.m. – 1:30 p.m.

Closing Words and Dessert:
1:30 p.m. – 2:00 p.m.

OurCrowd and Morrison & Foerster Seminar

It’s no secret that Israel has been leading the world of innovation. VCs and financial backers from every industry flock to Israel, the Startup Nation, which has the highest number of startups per capita in the world, and ranks fourth in NASDAQ listings, just behind the U.S., China, and Canada.

Join OurCrowd, Morrison & Foerster, and the startup community for a lunch program discussing financing alternatives and opportunities for Israeli startups.

Speakers:

  • Jon Medved
    Founder & CEO, OurCrowd
  • Omer Keilaf
    CEO & Co-Founder, Innoviz
  • James Tanenbaum
    Partner, Morrison & Foerster LLP

This is an in-person only session.

For more information, or to register, please click here.

Monday,  September 25, 2017
11:00 a.m. – 12:30 p.m. EDT
4:00 p.m. – 5:30 p.m. BST

The cross-border private placement market has continued to grow, providing issuers with an opportunity to raise capital from US and European financial institutions. This market, which has seen incredibly robust activity this past year, has continued to attract issuers across a myriad of industries and from multiple worldwide jurisdictions. These issuers seek to, among other things, diversify their funding sources or supplement their bank lending, lengthen their existing debt profile, refinance acquisition debt or finance certain single-asset projects. In this webinar, speakers will discuss:

  • The global private placement market and recent trends;
  • Market participants;
  • Documentation requirements for traditional and structured transactions;
  • Financial covenants, “MFLs” and model form provisions;
  • New Issuers using the market (social housing trusts, universities, investment trusts, etc);
  • Marketing process with Agented and “direct” Private Placements; and
  • Ratings and the NAIC.

Speakers:

  • Scott Ashton, Partner, Morrison & Foerster
  • Brian Bates, Partner, Morrison & Foerster
  • Tarun Sakhrani, Director, Barclays

CLE credit is pending for California and New York.

For more information, or to register, please click here.

Friday, September 15, 2017
3:00 p.m. – 6:00 p.m. EDT

Thomson Reuters Building
3 Times Square, 30th Floor
New York, NY 10036

Morrison & Foerster Sponsorship

Now in its sixth year, IFR’s 2017 US ECM Roundtable will bring together a panel of the most senior ECM practitioners to discuss the very latest market trends and developments.

The format of the event will be a 90-minute discussion – including a 15-minute Q&A session – followed by networking drinks.  The session is free to attend but you must be registered.  Partner Anna Pinedo will participate on the panel.

Topics will include:

  • Overall state of the market;
  • Regulatory developments/JOBS Act;
  • Risk/block trades and accelerated bookbuilds; and
  • SPACs – Flavor of the day or enduring source of funding?

For more information, or to register, please click here.