On-Demand Learning

ERISA

Last Year

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: 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. 10, 2012

Taken from the Web Program Hot Issues in Executive Compensation 2012 Recorded October, 2012 in New York Advising in Changing Circumstances: M&A & Bankruptcy [01:04:00] Bankruptcy: developments and lessons learned M&A: developments in change-in-control arrangements, say on golden parachutes disclosure and results The purchase price of this segment includes the following article(s) from the Course Handbook available online:  ...

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: 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: 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: Aug. 8, 2012

ANDREW GAINES: We're going to get started. With the last group presentations this afternoon, we're going to continue to cover some of the basics regarding qualified plans. We're going to shift gears a little bit now. We've talked about a lot of the rules relating to being a qualified plan. We're going to talk now about the process of actually procuring a letter from the IRS that gives you comfort that the words in your plan document satisfy those ...

Recorded on: Aug. 8, 2012

ANDREW L. ORINGER: OK. We're going to pick up with our next series of lectures. First up, to do eligibility and coverage is my friend David Glaser. I used to work with David-- or in my more honest moments, for David-- way back when, and actually so did Andy. He and I both were tutored-- up under the tutelage of Mr. Glaser, and we're definitely the better for it. He co-chairs the employee benefits and executive compensation group at Patterson Belknap ...

Recorded on: Jun. 12, 2012

DAVID W. POLLACK: OK, the next topic is employee benefits. And Mark Poerio, who is a partner at Paul Hastings in Washington in the Employment Law department of that firm and whose practice relates to employment law matters, including in the context of M&A, is going to walk us through some of the employee benefit and labor and employment related matters. Mark? J. MARK POERIO: Yeah, thank you, very much. Yeah, I didn't get a pen today for being ...

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. ORINGER: Hello. OK. So we mentioned early on how we wanted to sort of try to give a flavor for what we do, the breadth of what we do. And we talked early on about how ERISA lawyers were sort of pension lawyers, really initially defined benefit plan lawyers, and then came the 401(d) plan and the like. And then came the fact that clients found that there were other ways to get done some of the things they were trying to get done without talking ...

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 ...

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: 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 L. GAINES: Thank you, Andy. It is a little bit of a moment of reminiscing. The next two speakers are designed to lay out some very, very fundamental aspects of what we're going to learn today. Joe Simone, as Annie mentioned, is somebody we work with. I had the pleasure of working with him in two different firms as an associate at Patterson [INAUDIBLE] where he became partner, and then as an associate and counsel at Schulte, Roth, and Zabel ...

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: Nov. 19, 2012

Taken from the briefing Pensions and Corporate Finance: How to Avoid Buyer's Remorse 2012recorded November, 2012. Ever since the PBGC’s 2007 opinion that a private equity fund with a controlling interest can be liable for a portfolio company’s pension problems, there is increased evidence that corporate transactions can go seriously awry if ERISA benefit plans are not properly addressed. Legal issues are not the only risk ...

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: 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: Feb. 14, 2012

SPEAKER 1: All right, let's move into the next and final panel, and I would say we've saved the best for last except that would perhaps degrade what we've had so far. But boy, I'll tell you, it's the same caliber. The panelists-- I'm going to start on the far end. My furthest right is Allan Dinkoff, and Allen's with the Weil, Gotshal firm here in New York. Next to him, of course, is Michele Fisher-- and Michele was introduced and you've heard from ...