American Bar Association American Bar Association

Federal Securities Law for Employee Benefits Lawyers

SPONSORS: The Sections of Business Law, Health Law, Labor and Employment Law, Real Property, Trust and Estate Law, Taxation, and Tort Trial and Insurance Practice; and the American College of Employee Benefits Counsel

General Information

A 90-minute TeleConference/Live Audio Webcast
Tuesday, February 24, 2009
1:00-2:30 pm ET / 12:00-1:30 pm CT / 11:00 am-12:30 pm MT / 10:00 am-11:30 am PT

Panelists: Mark Borges, Compensia Inc., Corte Madera, CA; Susan J. Daley, Perkins Coie LLP, Chicago, IL

When a tax-qualified retirement plan holds company stock, a number of federal securities law requirements must be met, whether the company is publicly-traded or privately-held.  In this program, experienced securities and benefits lawyers who frequently work with these requirements will discuss the basic rules, compliance with the Securities Act of 1933 and the Securities Exchange Act of 1934, including registration, shareholder approval, proxy disclosure, and Section 16 compliance.  They will also address insider-trading concerns and employee/shareholder communications.

The following topics will be discussed:

  • Basics of Securities Act registration - When, What and How
  • Special Excess Plan Concerns
  • Prospectus Requirements
  • Section 16 - Reporting, Short-Swing Profits Rule Compliance and Maintaining the Rule 16b-3 Exemption
  • Rule 144 Considerations
  • The Blackout Trading Restriction (BTR) Rules and Other Considerations
  •  NYSE and NASDAQ Shareholder Approval Rules
  • Proxy Statement Disclosure Considerations
  • E-Proxy Compliance

***Please make checks payable to ABA-JCEB and mail to Registrar, 740 15th Street, NW, Washington, DC 20005.***

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