Transcripts

ERISA

Recorded on: Apr. 10, 2013

SPEAKER: No break. There is no break. At the risk of my getting shot let me, on that note, introduce the panelists who are coming up. So do we have the panelists who are coming out? SPEAKER 2: Uh no. You're right here. You're going to be right here. SPEAKER: Alicia? SPEAKER 2: I will find her. Alicia is She's coming. She's here. SPEAKER: OK. So as I indicated earlier, our next panel is going to discuss in greater depth some of the issues that ...

Recorded on: Apr. 10, 2013

HOWARD PIANKO: We're going to switch over. There was some allusions, actually direct references to the prior panel to the world of defined contribution plans. And the next panel-- Patricia Kuhn from BlackRock on my right. Then right next to her-- Nick Waddles from Seyfarth. And we're going to switch over to the defined contribution world and look at the developments-- things that we're seeing from the ERISA fiduciary prospective with respect to DC ...

Recorded on: Apr. 10, 2013

HOWARD PIANKO: Our last hour, we're going to go into ethical considerations for ERISA lawyers both outside lawyer and also the kind of questions that come up working in-house. We're really pleased to have Howard Shapiro with us. Howard, from Proskauer, is a litigator who many of us have heard of and worked with. And Liza LeAndre from Colgate-Palmolive is here to talk to us from the in-house perspective. I'll turn it over to-- who's starting? You? ...

Recorded on: Apr. 10, 2013

GRACE E. O'HANLON: It's my pleasure to introduce you to the co-chairs of today's program. Arthur Kohn And Howard Pianko. Arthur is a partner in Cleary, Gottlieb, Steen, and Hamilton's New York office. His practice focuses on compensation and benefit matters, including executive compensation, pension compliance, and investment employment law, and related matters. Howard is a partner in Seyfarth Shaw's New York office. He advises plan investors on ...

Recorded on: Apr. 10, 2013

ARTHUR H. KOHN: Ok, just, we'll quickly introduce the panelists and then turn the mic over to John to get us going. MARY E. ALCOCK: Is this me? ARTHUR H. KOHN: Yeah. To my immediate right is my colleague Mary Alcock. And John Valentine, formerly from BNY Mellon, currently, John Valentine LLC. He's off on his own, happily. And Suzzanne Yao from Goldman Sachs. John? JOHN W. VALENTINE: Sure. I'm going to be talking about the big picture for a little ...

Recorded on: Feb. 11, 2013

HOWARD PIANKO: I'm not going to take a lot of time with introductions. The people who are going to talk to us over lunch need no introductions. It's Melanie Nussdorf and Ivan Strasfeld, both of whom have been around, since I'm probably the same vintage, but won't admit it. We've been around since the beginning of ERISA. Melanie and Ivan were actually in government at that time. And the idea behind this session is just we have to sit back and get ...

Recorded on: Feb. 11, 2013

HOWARD PIANKO: Hi, everybody. We're going to pick up again. I'm sorry I missed the initial introductions this morning. I'm Howard Pianko. And we'll start us off on this panel. This panel is looking at the ERISA implications, picking up from the hedge fund study that was the first panel. But this panel will look at it from the point of view of the investor, of the plan investor. In this panel, I'm the chief investment officer. I think we're using ...

Recorded on: Feb. 11, 2013

GRACE E. O'HANION: It's my pleasure to introduce you to the co-chairs of today's program, Michael Albano and Howard Pianko. Michael is a partner in Cleary Gottlieb Steen and Hamilton's New York office. His practice focuses on executive compensation and benefit matters, including disclosure, governance, taxation, design and negotiation of agreements and arrangements, as well as the executive compensation and benefits aspects of mergers and acquisitions, ...

Recorded on: Feb. 11, 2013

HOWARD PIANKO: OK. We're going to do the ethics part of the program by going back to the second panel. I'm going to resume my role as the Chief Investment Officer. And this hour I'm going to be talking to two different lawyers from the same firm. To my right is Glenn Butash and Linda Haynes. And they're going to be the counsel. I'm going to start off by thanking them for coming. And I really enjoyed meeting your two colleagues this morning. And we ...

Recorded on: Feb. 11, 2013

MICHAEL J. ALBANO: OK. OK. So thank you, everyone. We're going to start the next session now. And just to introduce the speakers, we have Erin Cho, who is with Davis Polk, Erin Miner, who is with Credit Suisse, Patrick Menasco, who's at Steptoe, and Suzzanne Yao at Goldman Sachs. And this panel is going to deal with-- we talked a lot this morning about setting up the hedge fund and how the hedge fund manager is going to need to, as part of its strategy, ...

Recorded on: Feb. 11, 2013

SPEAKER 1: --invite them up. But just to help save some time, it's on ERISA litigation, which is a new panel this year. And so it's Shannon Barrett from O'Melveny, Linda Haynes from Seyfarth, Javier Hernandez from Curtis, Mallet, and Sara Pikofsky from Jones Day. HOWARD PIANKO: What we're going to do in this panel is actually, we spent most of the day talking about investments that really relate to large defined benefit plans in the ERISA world-- ...

Recorded on: Jan. 25, 2013

JOAN E. BOROS: Before I introduce the next panel, the Pension Development, I do want to say, I spoke in my opening remarks about the Taleb book about randomness and uncertainty, and building a system that applies to it and addresses it. Well, that's what Jeff and I have done. We have such spectacular faculty that even if one gets caught in Newark and can't get over here, we have a panel member that can do the whole panel by himself. But if his comrade ...

Recorded on: Oct. 5, 2012

MARC R. TREVINO: Thanks for sticking with us. This will be Advising the Board and the Compensation Committee. I'm really looking forward to this. We have Linda, who you all know. Introducing themselves, to my right is Steve Bigler from Richards, Layton, and Finger. He's been here many times before, providing us background on what's going on in Delaware. And then, David Engvall from Covington and Burling, I think, will start us off, if I understand ...

Recorded on: Oct. 5, 2012

GRACE O'HANLON: It's my pleasure to introduce the co-chairs of today's program, Linda Rappaport and Marc Trevino. Linda is the Practice Group Leader Emerita of the Executive Compensation and Employee Benefits Private Client Group at Shearman & Sterling. Her practice focuses on all aspects of executive compensation and benefits, including corporate securities and tax laws, and ERISA. Marc is the managing partner of Sullivan & Cromwell's Executive ...

Recorded on: Oct. 5, 2012

LINDA: While Marc and Jeannemarie argue about who's going to go first, let me introduce the next panel. I think you're all familiar with Marc, and he's agreed to speak to the bankruptcy issues involved in compensation. And Jean Marie, we're pleased to have her back with us again to talk about M&A implications in competition and vice versa. She's a partner in the New York law firm of Wachtell Lipton. And has the decision been made who's going to ...

Recorded on: Oct. 5, 2012

LINDA RAPPAPORT: All right, everybody. Are we good to go? OK. We're going to start our next session now. So if the people in the room could take your seats, it would be great. I'm going to briefly introduce our next speaker as we're very pleased to have them here to discuss clawback design and the ins and outs of clawbacks. We started talking a little bit about them in the morning. So I'm interested to do a deep dive here. Rosina Barker, who's directly ...

Recorded on: Oct. 5, 2012

MARC R. TREVINO: For lunch today with us, we have Associate Professor of Law at Columbia and the Milton Handler Fellow, Professor Robert Jackson. I thought it would be fun to be educated at lunch. And usually, I would give Robert or any professor a harder time about speaking in our area, because I think that you need some practical experience. SPEAKER: Which he's had some of. MARC R. TREVINO: Which is exactly right. So in addition to just professing ...

Recorded on: Oct. 5, 2012

LINDA E. RAPPAPORT: While our panel organizes itself, I'm thrilled to see another group of illustrious, important people talk about our next subject matter, which is a proxy adviser and shareholder activism, perfect segue from our last panel. MARK A. BORGES: Nice planning, Linda. LINDA E. RAPPAPORT: Thank you. Mark Borges is to our immediate right. As many of you know, he is a principal with Compensia, which is a management consulting firm that ...

Recorded on: Oct. 5, 2012

MARC R. TREVINO: Very good. Welcome back to our program. We're continuing on our trek through real technical law, after some of the board stuff we did this morning, to stock plan design. And with us, starting from my right is Irv Becker, he is a National Practice Leader of Hay Group's Executive Compensation Practice. He advises companies and boards of all varying sizes. Very impressive, as you'll see. Next to him is Jeffrey Crandall. He is one of ...

Recorded on: Aug. 8, 2012

ANDREW L GAINES: OK, we're back. We're going to finish up the program in the next hour. We're going to do a couple different things. The first part of the next hour is something a little different. We're going to move away from talking about rules and regulations and everything else. So we're going to talk about what it's like to practice in a couple of different environments. One, the single practitioner environment, where somebody's actually out ...

Recorded on: Aug. 8, 2012

ANDREW ORINGER: Welcome back, everybody to the second half of day one. We've done some of the technical underpinnings of tax qualified plans in the morning. We've done an overview and some specific technical rules. We're not going to go to specific kinds of plans. We're going to talk about things like 401(k) plans, defined benefit plans, and plans that invest in stocks. We're going to start with 401(k) plans. I really do think it's safe to say at ...

Recorded on: Aug. 8, 2012

ANDREW L GAINES: As we get set up here, I'll begin the introductions. As I mentioned in my earlier remarks, the next panel is going to be a little survey of ERISA litigation. We've already said 100 times that we think that ERISA plans are probably the largest source of equity capital in this country, maybe the world. And as a result, there is a tremendous amount of litigation targeted at these plans, targeted at sponsors of plans, and the fiduciaries ...

Recorded on: Aug. 8, 2012

ANDREW L. GAINES: All right. Moving right along. Our next panel is going to dive into the world of the M&A transactional practice. And we emphasized this yesterday as being a key aspect of especially the big firm ERISA lawyer world. I think most of the people that you have heard these past two days spend a very significant amount of time in this practice area. Essentially what we're doing, whether on the buyer or seller side, is assessing the ...

Recorded on: Aug. 8, 2012

ANDREW L. ORINGER: welcome back. Hope everybody had a nice lunch. We're going to start now with a portion of the program that I really sort of like. I think that Andy and I struggled a little bit with the multifaceted nature of the practice. And we try to provide a strong introduction to the basic principles. Then we try to provide certain targeted sessions, M&A and the like, to try to show how things work in practice. But there's so many different ...

Recorded on: Aug. 8, 2012

ANDREW GAINES: Good morning, and welcome to day two of ERISA, The Evolving World 2012. Myself, Andy Gaines and Andrew Oringer are chairing this program. Day two represents for Andy and I an important change in the program from years past. As Andy kind of let off yesterday in describing the practice, practice has evolved significantly since we started in this practice. And day two topics represent what we think is a nice survey of the kinds of things ...