Week 5: Corporate and Securities Law (ECA Exam Study Group)
Includes Multiple Live Events. The next is on 04/21/2026 at 3:00 PM (EDT)
The Corporate and Securities Law module provides a comprehensive understanding of the legal and regulatory framework governing equity compensation programs and corporate governance. Topics include:
- Corporate structure: Explains the organization of corporations and distinctions between common vs. preferred stock, and convertible vs. nonconvertible shares.
- Shareholder approval and authority: Covers when shareholder approval is required for equity plans, how authority to grant awards is delegated, and how shares are held and voted.
- Securities law compliance: Reviews registration and exemption requirements under federal securities laws, including Form S-8 for public companies (to register shares for employee plans) and Rule 701 for private companies (providing exemption from registration).
- Insider reporting and Section 16 compliance: Details the use of Forms 3, 4, and 5, along with the short-swing profit recovery rule.
- Insider trading restrictions: Examines Rules 10b-5 and 10b5-1, emphasizing compliance policies, trading windows, and the establishment of good-faith trading plans.