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1996 Charleston 7th Cir accredited investor action affiliate AILTO ALI-ABA Course amendment American Law Institute Amy Bowerman Freed attorney Bank bidder broker-dealer Cenco Commission corporation counsel Course of Study directors disclosure document duty to disclose duty to update Exchange Act federal securities laws filed financial condition financial statements fiscal forward-looking statement fraud held initial public offering insider trading investment company issue Item Kirkpatrick & Lockhart Law for Nonsecurities Lawyers October 10-11 liability Litigation MD&A misleading misrepresentation Nonsecurities Lawyers October offering circular offering price offering statement offers and sales partnership period person plaintiff private offering prospectus provides public offering purchase pursuant Reform Act registrant's registration statement Regulation S-K resale restricted securities Rule safe harbor sale of securities School of Law Section Securities Act Securities Exchange selling shareholders shelf registration Software Toolworks solicitation South Carolina specific Study Securities Law tender offer transaction underwriter Washington