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Overview

The Securities Act of 1933 was originally enacted to provide a uniform national disclosure format for interstate transactions involving the offer and sale of securities. The 1933 Act responded to deficiencies in state regulations and concluded that purchasers did not receive sufficient disclosure to make informed investment decisions—free from material misstatements or omissions of material fact.

In 2018, we are approaching the 85th anniversary of the 1933 Act. The SEC Conference at California Western brings together several key former and current leaders of the securities bar and from the Securities and Exchange Commission to evaluate the challenges facing issuers of securities, investors, and others to examine capital formation, investor protection, and market integrity.

All presentations will be held on Thursday, January 25, 2018 beginning at 11 a.m. and concluding at 5:30 p.m.

PANEL 1 | Capital Formation in a Shrinking Market

In the past twenty years, the number of U.S. domestic initial public offerings (IPOs), as a percentage of total worldwide IPO transactions, has significantly declined. In addition, the number and size of foreign equity capital markets have increased and foreign regulatory compliance costs remain significantly lower. Market data also show that number of U.S. public companies has declined from over 7,600 in 1998 to less than 3,600 in 2017. This shrinking market is due in large part to many prominent technology companies successfully avoiding becoming public. In fact, the average “age” of a company filing a registration statement for an IPO has increased from 5.5 years to 11 years.

Are these trends likely to continue? How do these trends impact capital formation for early-stage and smaller public companies?

After 85 years, how has the 1933 Act evolved and what initiatives may be taken to enhance U.S. public and private equity capital markets for both issuers and investors alike? As the threats and challenges to the integrity of the public and private offering process have become increasingly more complicated, what regulatory strategies can and should be implemented in response to ever-advancing technologies and competition from overseas markets?

Former SEC Commissioner, Troy A. Paredes, Esq.; former SEC Chief Counsel Marty P. Dunn, Esq.; and venture capitalist John M. Fife share their thoughts and address these very real concerns.

PANEL 2 | Securities Fraud & Enforcement

What are the significant changes in the securities enforcement process? What strategies are being used to ensure investors and market integrity are protected? Broker-dealers, issuers, registered investment advisors, and investment companies all face challenges in responding to sophisticated attacks by those who would undermine market integrity, commit offering fraud, and otherwise attack the trust of investors in our capital markets.

While the SEC has stated that it has placed an emphasis on retail investors and cyber issues, what enforcement initiatives can we expect? What can and should be done to address and enhance the integrity of our securities markets while also dealing with the challenges of AML, big-data, cyber-security, accounting and disclosure fraud, offering fraud, Ponzi schemes, and investment advisor fraud?

Industry experts Dixie L. Johnson, Esq. and Alfred C. Tierney, Esq. address these growing concerns and the SEC’s plans to step-up enforcement.