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Hot Issues in Executive Compensation 2012

Released on: Oct. 18, 2012

Running Time: 07:33:24

Segments
Overview
Faculty
CLE Credit

Running Time	Segment Title	Faculty
[00:56:46]	Pay Trends	Daniel J. Ryterband ~ President, Frederic W. Cook & Co., Inc. John D. England ~ Managing Partner, Pay Governance LLC
[00:58:25]	Proxy Advisors & Shareholder Activism	Patrick S. McGurn ~ Special Counsel, Institutional Shareholder Services Beverly L. O'Toole ~ Managing Director and Associate General Counsel, Goldman, Sachs & Co. Mark A. Borges ~ Principal, Compensia, Inc. Lopa Patel Zielinski ~ Director and Senior Counsel, Corporate Governance, TIAA-CREF
[01:00:00]	Dodd-Frank and SEC News	John J. Cannon III ~ Shearman & Sterling LLP Robert W. Reeder III ~ Sullivan & Cromwell LLP Anne Krauskopf ~ Senior Special Counsel, Office of Chief Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission
[00:40:02]	Luncheon Speaker (NO CLE Offered)	Robert J. Jackson, Jr. ~ Associate Professor of Law, Columbia Law School
[00:56:09]	Current State of Clawback Design	Rosina B. Barker ~ Ivins, Phillips & Barker Nicholas H. De Baun ~ Seyfarth Shaw LLP Alan M. Johnson ~ Managing Director, Johnson Associates, Inc.
[01:03:12]	Advising in Changing Circumstances: M&A & Bankruptcy	Marc R. Trevino ~ Sullivan & Cromwell LLP Jeannemarie O'Brien ~ Wachtell, Lipton, Rosen & Katz
[01:00:44]	Stock Plan Design	Jeffrey P. Crandall ~ Davis Polk & Wardwell LLP Bindu Culas ~ Linklaters LLP Irv Becker ~ National Practice Leader -- Executive Compensation, Hay Group, Inc.
[00:58:06]	Advising the Board and the Compensation Committee: Governance Considerations	Linda E. Rappaport ~ Shearman & Sterling LLP David H. Engvall ~ Covington & Burling LLP C. Stephen Bigler ~ Richards, Layton & Finger, P.A.

As the economy shifts and the legislature, SEC and shareholders respond, the design, implementation and disclosure of executive compensation undergoes continual change. In this program, experts in the area - from major corporations, the SEC, the IRS and shareholder activist groups, as well as from leading law, and consulting firms - will lead you through the emerging best practices and the current reactions to the changing landscape.

Lecture Topics [Total time 07:33:24]

Segments with an asterisk (*) are available only with the purchase of the entire program.

Pay Trends [00:56:46]
John D. England, Daniel J. Ryterband
Proxy Advisors & Shareholder Activism [00:58:25]
Mark A. Borges, Beverly L. O'Toole, Patrick S. McGurn, Lopa Patel Zielinski
Dodd-Frank and SEC News [01:00:00]
John J. Cannon III, Robert W. Reeder III, Anne Krauskopf
Luncheon Speaker [00:40:02] (NO CLE offered for this segment)
Robert J. Jackson, Jr.
Current State of Clawback Design [00:56:09]
Nicholas H. De Baun, Alan M. Johnson, Rosina B. Barker
Advising in Changing Circumstances: M&A & Bankruptcy [01:03:12]
Jeannemarie O'Brien, Marc R. Trevino
Stock Plan Design [01:00:44]
Jeffrey P. Crandall, Bindu Culas, Irv Becker
Advising the Board and the Compensation Committee: Governance Considerations [00:58:06]
C. Stephen Bigler, Linda E. Rappaport, David H. Engvall

The purchase price of this Web Program includes the following articles from the Course Handbook available online:

"Better the Second Time Around": How Say on Pay "Losers" Became "Winners" in 2012
John D. England
Say on Pay Soul Searching Required at Proxy Advisory Firms
John D. England
2012 Glass Lewis Policy Updates
Daniel J. Ryterband
Proxy Advisors and Shareholder Activism
Mark A. Borges
"Say on Pay" at the Bay Area 150--A First Look at Year Two
Mark A. Borges
Newly-Public Companies and the ISS "Pay for Performance" Analysis
Mark A. Borges
ISS Issues 2012 Policy Updates
Mark A. Borges
Selected Dodd-Frank Act and SEC Executive Compensation Issues
John J. Cannon III
Developments with Respect to Clawbacks and Hedging by Directors and Executive Officers
Robert W. Reeder III
Say-on-Pay--Review of 2012 Proxy Season Results
Robert W. Reeder III
Proxy Access Proposals--Review of 2012 Results and Outlook for 2013
Robert W. Reeder III
2012 Proxy Season Review
Robert W. Reeder III
House of Representatives Approves Corporate Governance and Securities Reform
Robert W. Reeder III
Issues in Clawback Design and Enforcement
Nicholas H. De Baun
Change-of-Control Protections in a Changing Environment
Jeannemarie O'Brien
Preparing Compensation Programs for Life as a Public Company
Irv Becker
The Rise of Performance Shares
Irv Becker
Selected Issues Under the Internal Revenue Code Affecting Equity-Based Compensation Plans
Jeffrey P. Crandall
Recent Developments in Delaware Law Relating to Executive Compensation
C. Stephen Bigler
Dodd-Frank Update: SEC Adopts Rules on Compensation Committee Independence and Compensation Advisers
David H. Engvall
Counseling the Compensation Committee: Emerging Trends and Best Practices
Linda E. Rappaport
SEC Issues Final Rules on Independence of Compensation Committees and Their Advisers
Linda E. Rappaport
Proxy Advisor Say on Pay Assessment Process and Vote Outcome (PowerPoint Slides)
Daniel J. Ryterband
Compensation Clawbacks: Tax Issues and Implications (PowerPoint Slides)
Rosina B. Barker
Clawbacks--Design and Implementation (PowerPoint Slides)
Alan M. Johnson

Presentation Material

Proxy Advisors & Shareholder Activism
Mark A. Borges, Beverly L. O'Toole, Patrick S. McGurn, Lopa Patel Zielinski
Dodd-Frank and SEC News
John J. Cannon III
Dodd-Frank and SEC News
Robert W. Reeder III
Dodd-Frank and SEC News - Handout
Luncheon Speaker
Robert J. Jackson, Jr.
Current State of Clawback Design
Rosina B. Barker
Current State of Clawback Design
Nicholas H. De Baun
Current State of Clawback Design
Alan M. Johnson
Advising in Changing Circumstances: M&A & Bankruptcy
Jeannemarie O'Brien, Marc R. Trevino
Stock Plan Design
Jeffrey P. Crandall, Bindu Culas, Irv Becker
Advising the Board and the Compensation Committee: Governance Considerations - How has Compensation Governance Evolved?
Advising the Board and the Compensation Committee: Governance Considerations - What Are the Latest Trends in Governance Practices?
Advising the Board and the Compensation Committee: Governance Considerations
David H. Engvall
Advising the Board and the Compensation Committee: Governance Considerations
C. Stephen Bigler
Advising the Board and the Compensation Committee: Governance Considerations
Linda E. Rappaport

Co-Chair(s)

Linda E. Rappaport ~ Shearman & Sterling LLP

Marc R. Trevino ~ Sullivan & Cromwell LLP

Speaker(s)

Rosina B. Barker ~ Ivins, Phillips & Barker

Nicholas H. De Baun ~ Seyfarth Shaw LLP

Irv Becker ~ National Practice Leader -- Executive Compensation, Hay Group, Inc.

C. Stephen Bigler ~ Richards, Layton & Finger, P.A.

Mark A. Borges ~ Principal, Compensia, Inc.

John J. Cannon III ~ Shearman & Sterling LLP

Jeffrey P. Crandall ~ Davis Polk & Wardwell LLP

Bindu Culas ~ Linklaters LLP

John D. England ~ Managing Partner, Pay Governance LLC

David H. Engvall ~ Covington & Burling LLP

Robert J. Jackson, Jr. ~ Associate Professor of Law, Columbia Law School

Alan M. Johnson ~ Managing Director, Johnson Associates, Inc.

Anne Krauskopf ~ Senior Special Counsel, Office of Chief Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission

Patrick S. McGurn ~ Special Counsel, Institutional Shareholder Services

Jeannemarie O'Brien ~ Wachtell, Lipton, Rosen & Katz

Beverly L. O'Toole ~ Managing Director and Associate General Counsel, Goldman, Sachs & Co.

Robert W. Reeder III ~ Sullivan & Cromwell LLP

Daniel J. Ryterband ~ President, Frederic W. Cook & Co., Inc.

Lopa Patel Zielinski ~ Director and Senior Counsel, Corporate Governance, TIAA-CREF

PLI makes every effort to accredit its On-Demand Web Programs and Segments. Please check the CLE Calculator above for CLE information specific to your state.

On-Demand Web Programs and Segments are approved in:

Alabama¹, Alaska, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois , Iowa²*, Kansas, Kentucky*, Louisiana, Maine*, Mississippi, Missouri³, Montana, Nebraska, Nevada, New Hampshire⁴, New Jersey, New Mexico⁵, New York⁶, North Carolina⁷, North Dakota, Ohio⁸, Oklahoma⁹, Oregon*, Pennsylvania¹⁰, Rhode Island¹¹, South Carolina, Tennessee¹², Texas, Utah, Vermont, Virginia¹³, Washington, West Virginia, Wisconsin¹⁴ and Wyoming*.

Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.

Minnesota approves live webcasts ONLY

Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.

*PLI will apply for credit upon request. Louisiana and New Hampshire: PLI will apply for credit upon request for audio-only on-demand web programs.

¹Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.

²Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.

³Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.

⁴New Hamphsire: The approval is for three years from recorded date.

⁵New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.

⁶New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.

⁷North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.

⁸Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.

⁹Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.

¹⁰Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.

¹¹Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.

¹²Tennessee: The approval is for the calendar year in which the live program was presented.

¹³Virginia: All distance learning courses are to be done in an educational setting, free from distractions.

¹⁴Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.

Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, call Customer Service (800) 260-4PLI (4754) or e-mail info@pli.edu.

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	On-Demand Segment Description Faculty CLE Credit PLI makes every effort to accredit its recorded programs. PLI MP3s are approved in the following states/territories: AK, CA¹, CO, FL, GA, ID, IL, KS², ME, MO, MT, NC, ND, NH, NJ, NM, NV, NY, OR, PA, TX³, UT, VI, VT, WA, WV, WY. Some exceptions apply. For more information contact PLI. ¹California: This activity qualifies for participatory credit. ²Kansas: There is a 5.0 credit limit per year for this type of viewing. ³Texas: Considered self-study credit. There is a 5 credit limit, including specialty credit. Please note:* The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. *PLI will apply for credit upon request. Running time and CLE credit hours earned are not necessarily the same. Please be aware that many states do not permit credit for luncheon speakers. Special Note: In New York, non-traditional course formats including audio and video cassettes are NOT acceptable for transitional CLE credit for the newly admitted attorney within the first two years after their admission to the Bar. Attorneys other than newly admitted may use non-traditional course format, including audio and video cassettes to fulfill their CLE requirements. IMPORTANT INFORMATION FOR ATTORNEYS SEEKING CLE CREDIT While listening to the program, be alert to listen for the AUTHORIZATION CODE which has been placed somewhere within the program. Write the code down; you will be asked for this information when you request CLE credit. Once you’ve completed the program, please go to www.pli.edu and log in. Once you are logged in, your account will be displayed and the available programs will be listed on the left side under the heading "My Online Library". If you are already logged in, click the link for My Account on the home page to access your Online Library. Return to the program and click the MCLE Registration button in the top right region of the program window. A new window will open with a CLE Request form, you will be asked to complete a short evaluation, and fill in the AUTHORIZATION CODE, please complete and submit the form. Once you click the Submit button, your request for CLE credit will be sent to the CLE department. PLI will email you a CLE certificate within 48 hours. If you are unable to successfully log in, please contact our customer service department at 800-260-4754 for assistance. GENERAL INFORMATION This product is designed to provide practical and useful information on the subject matter covered. However, it is sold with the understanding that the publisher is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional should be sought. If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued. PLI makes every effort to accredit its On-Demand Web Programs and Segments. Please check the CLE Calculator above for CLE information specific to your state. On-Demand Web Programs and Segments are approved in: Alabama¹, Alaska, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho, Illinois , Iowa², Kansas, Kentucky, Louisiana, Maine, Mississippi, Missouri³, Montana, Nebraska, Nevada, New Hampshire⁴, New Jersey, New Mexico⁵, New York⁶, North Carolina⁷, North Dakota, Ohio⁸, Oklahoma⁹, Oregon, Pennsylvania¹⁰, Rhode Island¹¹, South Carolina, Tennessee¹², Texas, Utah, Vermont, Virginia¹³, Washington, West Virginia, Wisconsin¹⁴ and Wyoming. Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs. Minnesota approves live webcasts ONLY Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45. *PLI will apply for credit upon request. Louisiana and New Hampshire: PLI will apply for credit upon request for audio-only on-demand web programs. ¹Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits. ²Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts. ³Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit. ⁴New Hamphsire: The approval is for three years from recorded date. ⁵New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year. ⁶New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats. ⁷North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs. ⁸Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program. ⁹Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs. ¹⁰Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour. ¹¹Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component. ¹²Tennessee: The approval is for the calendar year in which the live program was presented. ¹³Virginia: All distance learning courses are to be done in an educational setting, free from distractions. ¹⁴Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts. Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers. If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued. Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, call Customer Service (800) 260-4PLI (4754) or e-mail info@pli.edu. Add to Cart Membership Suite Options: Add to My List Register From Roster Request Groupcast Receive all of the items below at the reduced price of $0.00 A combined savings of $0.00 Buy Combo CREDIT INFORMATION Credits for: