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"Related Party Transactions: Refresher & Lessons Learned from Enforcement Focus"

Wednesday, December 6, 2023

2:00 - 3:00 pm, eastern [archive and transcript to follow]

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Course Materials:

Related party transactions are often one of the most sensitive disclosure topics for newly public companies. It's not uncommon for a company - or the individuals involved - to want to keep related party transaction information private. But SEC and stock exchange rules as well as U.S. GAAP provide prescriptive disclosure and governance requirements for these transactions.

In 2023, the SEC has brought at least three enforcement actions against public companies for related party transaction disclosure failures. These enforcement actions have identified some common pitfalls and highlighted the SEC's expansive view of when a company is a "participant." Now's the time - ahead of the 2024 proxy season - to review your disclosure controls for related party transactions and make any necessary upgrades to your processes, policies or procedures.

Joining us are:

  • William Calder, Chief Auditor, Deloitte
  • Bob Dow, Of Counsel, Maynard Nexsen
  • Maia Gez, Partner, White & Case
  • Zach Swartz, Partner, Vinson & Elkins

This program will cover:

  • Overview of Disclosure Requirements
    • Transactions & time periods covered by Item 404 of Regulation S-K
    • Definitional issues
    • Where disclosure may be required
    • Exhibit filing requirements
    • Special considerations for SRCs
  • Common Types of RPTs & Computing Transaction Amounts
    • Family member employees
    • Participation in a public offering
    • Leases & aircraft
    • Loans
    • Charitable gifts
  • Financial Statement Requirements & Note Disclosures
    • Treatment under GAAP and Regulation S-X
    • Role of the auditor & communications to the Audit Committee
  • Related Party Transaction Due Diligence and Process
    • D&O questionnaires, process & technology
    • AS 18 questionnaires
    • Company books & records
    • Audit Committee approval requirements & policies
  • Interplay with Other Considerations
    • Director independence
    • Conflicts of interest
  • Wrap-Up & Recent Enforcement Focus

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Continuing Legal Education: We will apply for CLE credit in all applicable states (with the exception of SC and NE who require advance notice) for this 1-hour webcast. You must submit your state and license number prior to or during the program. Attendees must participate in the live webcast and fully complete all the CLE credit survey links during the program. You will receive a CLE certificate from our CLE provider when your state issues approval; typically within 30 days of the webcast. All credits are pending state approval.

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What you can do if you can't access the live program: If you have a scheduling conflict or have problems accessing webcasts generally (due to firewalls, etc.), an audio archive of the webcast will be posted a few hours after the program - and a text transcript of the program will be posted on about two weeks after the live webcast.