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Facilitator Guide

US Securities Law for Securities Offerings

What’s covered

  • The 1933 Act
  • The 1934 Act
  • The Trust Indenture Act of 1939
  • The Sarbanes-Oxley Act of 2002
  • The JOBS Act of 2012
  • Blue-sky laws

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/us-securities-law-for-securities-offerings/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

During the session

Part 1: Knowledge Check
 
Ask attendees these questions to ensure they understand the topic:
 
  • Where are most of the disclosure requirements for securities offerings found? 
  • What are the two parts of a registration statement?
  • What liabilities are companies exposed to under the 1933 Act? 
  • What are some common types of offerings and securities that are exempt from registration with the SEC?
  • What are the key differences between the 1933 Act and the 1934 Act?
  • Which act is designed to protect the rights of holders of notes, bonds, and debentures?
  • How does the JOBS Act make it easier for emerging growth companies to raise capital? 
  • What offerings does federal legislation preempt from blue-sky registration requirements? 
 
Part 2: Group Exercise
 
Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.
 
Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.
 
Part 3: War Stories and Firm Specifics
 
Share your own experiences and guidance, including:
 
  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don’ts)
  • Firm-specific guidance and practices

After the session

To continue their learning, attendees can check out related courses in Hotshot’s Securities Offerings topic.