If you are interested in attending this virtual meeting, you must be a member of the MSBA Business Law Section, and register (“add to cart”). There is no cost to attend. Login instructions will be sent to you in a confirmation email once registered. If you have any questions, please email Doris Barnes, Section & Committee Advisor, doris@msba.org.

MSBA BUSINESS LAW SECTION

Securities Law Committee

AGENDA

January 21, 2021

12:30 P.M.

I.         Introductions

Please email Michele Walsh (mwalsh@gfrlaw.com), the Committee Secretary, so we can have an accurate record of attendance for the meeting.

II.      Approval of Minutes, September 17 and October 29, 2020, Securities Law Committee meetings

Please email Penny Somer-Greif (psomergreif@bakerdonelson.com) if you plan to attend, to receive copies of the Minutes.

III.      New Business

• Enforcement developments: SEC Charges The Cheesecake Factory For Misleading COVID-19 Disclosures: SEC Order: https://www.sec.gov/litigation/admin/2020/34-90565.pdf; related SEC press release: https://www.sec.gov/news/press-release/2020-306
• NASAA/State law developments (tentative)
• SEC Proposing Release – Rule 144 Holding Period and Form 144 Filings: https://www.sec.gov/rules/proposed/2020/33-10911.pdf; related SEC press release: https://www.sec.gov/news/press-release/2020-336 
• SEC Final Rules/Adopting Release – Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets (revisions to the exempt offering framework): https://www.sec.gov/rules/final/2020/33-10844.pdf; related SEC press release: https://www.sec.gov/news/press-release/2020-273
• SEC Final Rules/Adopting Release – Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information: https://www.sec.gov/rules/final/2020/33-10890.pdf; related SEC press release: https://www.sec.gov/news/press-release/2020-290
• Proposed and temporary changes to framework for compensatory securities offers and sales:

1. 1. SEC proposed rules: Modernization of Rules and Forms for Compensatory Securities Offerings and Sales: https://www.sec.gov/rules/proposed/2020/33-10891.pdf; related SEC press release: https://www.sec.gov/news/press-release/2020-294
   2. Temporary Rules to Include Certain “Platform Workers” in Compensatory Offerings under Rule 701 and Form S-8: https://www.sec.gov/rules/proposed/2020/33-10892.pdf; related SEC press release: https://www.sec.gov/news/press-release/2020-293

• SEC Adopting Release: Electronic Signatures in Regulation S-T Rule 302: https://www.sec.gov/rules/final/2020/33-10889.pdf; related press release: https://www.sec.gov/news/press-release/2020-286

IV.      Next meeting

V.        Adjourn