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Legal Issues in Managing Global Compensation: What US-Based Managers Need to Watch Out For

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Recorded on: Sep. 16, 2014

REGINA OLSHAN: OK, well welcome back, everyone, from lunch. And we will start with always a very intriguing topic about legal issues that arise in managing global compensation, particularly what a U.S. based manager needs to know about those issues. We have another very high powered panel here. The giggling doesn't help the intros. But anyway, so we have Al Giardina who's tax partner at PricewaterhouseCoopers and is the practice leader of their international ...

Corporate Governance & Compensation

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Recorded on: Sep. 16, 2014

JEANNEMARIE O'BRIEN: I'll start to introduce and make introductions. OK? We are very happy to have Linda Rappaport here. She's a partner in Shearman & Sterling. She's the practice group leader emerita of the executive comp and employee benefits group and a founding member of the firm's corporate governance advisory group. I, again, have the pleasure of working with her frequently. And I'm very happy she was able to come. And we have Charles Elson ...

Pay Trends

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Recorded on: Sep. 16, 2014

GRACE O'HANLON: It's my pleasure to introduce you to the chairs of today's program, Jeannemarie O'Brien, and Regina Olshann. Jeannemarie is a partner in the New York law firm of Wachtell, Lipton, Rosen, and Katz, where she is active in the firm's mergers and acquisition practice, focusing on the executive compensation, employee benefits aspects of transactions, with a particular emphasis on transactions involving financial service institutions. Regina ...

Ethical Considerations When Counseling Boards, Compensation Committees, Companies and Executives

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Recorded on: Sep. 16, 2014

JEANNEMARIE O'BRIEN: As we get our panelists, I'll begin to introduce them. We have Rob Rachal with us, who is senior counsel specializing in ERISA litigation, employee benefits, and executive comp. You can read his experience really with qualified plan fiduciary work in his profile. We have Charmaine Slack, who is a partner in the New York office of Jones Day, in the employee benefits and executive compensation practice group. She advises clients ...

Hot Topics for Employment Contracts

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Recorded on: Sep. 16, 2014

REGINA OLSHAN: OK, great. Well, welcome back for those of you back here. Hopefully the others will straggle in. We are on to our next topic, which is Hot Topics for Employment Contracts, particularly focusing on hiring and succession planning at CEO and another very senior levels. I'm mostly here to introduce the very, again, very illustrious panel, starting with my old friend Henry Morgenbesser, who is a founding partner of Katske & Morgenbesser ...

Compensation Challenges in Corporate Transactions

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Recorded on: Sep. 16, 2014

JEANNEMARIE O'BRIEN: I'll start quickly we need to make some introductions. Jeannemarie O'Brien. And we have Elizabeth Drigotas here, who's principal in the DC office of Deloitte Tax LLP. And she focuses on employee benefits and executive compensation. Her practice primarily is in the area of non-qualified deferred compensation and equity compensation, including in the context of M&A. We-- ELIZABETH DRIGOTAS: I didn't know you were going to ...

Cyber Attack Tabletop - Are You Ready?

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Recorded on: Sep. 11, 2014

LISA SOTTO: All right, I'd like to introduce our next panel. We are going to take you through a hypothetical. And hopefully, this will give you some tricks of the trade to fall back on if you ever need to manage a breach yourself. This is going to be a bunch of real, I think, issues. But it's really going to be laid out in a parade of horribles, so I think it'll be fun. We have a superb moderator-- Charles Beard-- who has moderated, oh, I don't know, ...

Litigation Roundup

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Recorded on: Sep. 11, 2014

LISA SOTTO: All right. Good afternoon. I am delighted to introduce our next panel. We've heard all of the horribles that can ensue from a security breach. And now we're going to hear about what happens at the end, because litigation follows. And these days, litigation follows within about what-- 24, 48 hours of an announcement. So this comes on fast and furious. And these guys will give us some tips on how to manage that. We have with Scott Vernick, ...

Proactive Strategies - Preparing for a Cyber Security Incident

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Recorded on: Sep. 11, 2014

LISA J SOTTO: Fantastic. Thank you. Let me introduce our next panel. We have-- let's see. The panel is entitled "Proactive Strategies," and we have Deane Davis. Deane is a director in Delhaize America's information security office. He has 20 years of information technology and security experience, including seven in security consulting with PricewaterhouseCoopers. Deane oversees Delhaize America's Threat and Vulnerability Management teams ...

CISO Panel

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Recorded on: Sep. 11, 2014

LISA SOTTO: Tell us how they get it all taken care of. How do they protect our systems? So we have with us Wayne Proctor. Wayne is the director of information security and IT risk management at UPS. And he has global responsibility for all aspects of the UPS information security program. He has more than 20 years of IT experience. And prior to joining UPS, Wayne held to CISO positions at Bank of the West, First Data, Certegy, and BellSouth. Wayne's ...

Filings Under the '34 Act

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Recorded on: Sep. 9, 2014

GARY M. BROWN: --joining us. KEIR D. GUMBS: Sorry about that. GARY M. BROWN: --is going to join us on now for the next hour to talk about filings and 34 Act. And he's going to cover in greater detail some of the things we mentioned just a few months ago. We're really fortunate to have Keir here. He spent some time at the SEC. Don't blame him for some of things that went on there either, but he's very experienced in public securities and disclosure ...

Current Issues in Securities Practice

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Recorded on: Sep. 9, 2014

GARY M. BROWN: Thanks so much, Willis. I do have sort of a multi-part question here we'll get to here in a few moments. But I think I said we're going to launch this program. We've got the other three panelists with me. Adele Hogan, back from yesterday. Stuart Gelfond, who we've just listened to. And Mark Borges, also from yesterday. And so what I'm going to invite each of them to do, starting with Adele, is for each of them to indicate one of the ...

Proxy Statements

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Recorded on: Sep. 9, 2014

GARY M BROWN: OK. All right, ladies and gentleman. We're back after the break at 4 o'clock. I'm going to turn you over to Mark Borges who is a principal at Compensia. Proud of that. He had a good career in the Office of Rulemaking at the SEC. And Mark and I met at a former company, longer ago than I care to remember. But he's an absolute expert in this area. And you'll learn a lot from his presentation today. And we're fortunate to have him. So Mark, ...

Ethical Dilemmas in Preparation and Review of SEC Filings

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Recorded on: Sep. 9, 2014

GARY: OK, ladies and gentlemen, we've got Chuck Walker from Skadden Arps where he's a partner in Securities Enforcement and Compliance practice, and having previously done stints, I believe, as the Delaware Commissioner of Securities and Special Counsel to the SEC. So Chuck, talk to us about ethical practices in securities filings. Is there such a thing? CHARLES WALKER: Thanks, Gary. Well, there's a lot to be worried about. That's for sure. And tell ...

Overview of the Federal Securities Laws

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Recorded on: Sep. 9, 2014

GARY M. BROWN: We're being ordered to start. So we'll go ahead and start, even if it's not time. Well, what a difference about a dozen years or so makes. I mean Adele and I, between 2002 and a couple of years ago, I think we had to talk about Sarbanes-Oxley on every panel. There were entire two day seminars devoted to Sarbanes-Oxley because you had Senate hearings looking into the cause of the 2001, 2002 financial collapse, Senate hearings looking ...

The Disclosure Cycle and Related Filings

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Recorded on: Sep. 9, 2014

GARY M. BROWN: OK. Ladies and gentlemen, we'll go ahead and get to get started on our final session here before the lunch hour to talk about the disclosure cycle and related filings. I always love having [INAUDIBLE] around. You heard him describe himself as sort of a securities nerd. So it's always good to be with the other securities nerds. We all just get excited about this. So if you're working in a public company and even if you don't have continuous ...

Current Report on Form 8-K

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Recorded on: Sep. 9, 2014

GARY BROWN: Ladies and gentlemen, welcome back after lunch, and welcome back to those on the web as well. Joining us now from Wilmer Hale is Lily Brown, who joined Wilmer after a long career with the SEC, where she can provide us some insights on a number of topics. But she's here to speak to us today about the current reform, or current report, on Form 8-K. So Lily, the floor is yours. Thank you for being with us. LILY BROWN: Thank you, Gary, ...

MD&A and the Annual Report to Shareholders

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Recorded on: Sep. 9, 2014

GARY BROWN: Julie and Jeff, take it away. Appreciate you being here. JEFFREY HOCHMAN: Just be clear, I'm Jeff. She's Julie. I don't know if the signs are lined up. GARY BROWN: Here's the-- JULIE LINDSAY: Can you hand me that clipboard? GARY BROWN: Yeah. JULIE LINDSAY: Do you just-- is this on? Is it on now? GARY BROWN: The big, green button advances it. JULIE LINDSAY: And the other one backs it-- OK, good. All right, thank you. Now we're ready. ...

Securities Filings in M&A Transactions

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Recorded on: Sep. 9, 2014

SPEAKER 1: OK, ladies and gentlemen we are in the closing stretch now. Two more sessions. And now Oliver Smith, who's a partner at Davis Polk. He's in their corporate department specializing in public M&A transactions, and he's going to speak to us about the securities law implications of M&A transactions. So OIiver, take it away. OLIVER SMITH: Great. Thank you. So I think what we'll do for the next hour is sort of walk through the securities ...

HOAs, Fair Housing and Debt Collection

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Recorded on: Aug. 25, 2014

MAEVE ELISE BROWN: Thank you to the panelists for two excellent hours. We're going to have our third excellent hour now addressing fair housing law and homeowner associations. Let me turn it back over to Gina and to Noah Zinner. NOAH ZINNER: OK. Thank you. This isn't intended to be a full examination of fair housing law. That would take many days and should be done by somebody much more knowledgeable than myself, but it is going to be a survey of ...

Homeowner Associations and Foreclosure

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Recorded on: Aug. 25, 2014

M. BROWN: But for this next section, Noah Zinner and Gina Di Giusto are going to go ahead and shift focus a little bit into homeowner associations and foreclosures and the interplay between debt collection laws and HOA responsibilities. And with that, please take it away. GINA DI GUISTO: I don't have my screen up in front of me, so if I'm glancing over, it's just because I don't have my screen here. M. BROWN: But the one that's up there on the far ...

Homeowner Associations and Governance Concerns

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Recorded on: Aug. 25, 2014

CANG LE: Good morning. As mentioned so graciously by [INAUDIBLE], my name is Cang Le, and I'm with the firm Adams Kessler. And we are a law firm that specializes in homeowners association-- that is, all our clients are. 100% of our clientele is HOAs, and that also includes commercial associations as well, which we won't cover today, but some of the same sort of issues that may arise in a residential association also arise in commercial associations. And ...

SEC Adopts Money Market Fund Reform Rules 2014 (Audio-only)

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Recorded on: Aug. 25, 2014

AMY: It is now my pleasure to turn this briefing over to Jay Baris. JAY G. BARIS: Thank you, Amy. This is Jay Baris, a partner at Morrison & Foerster here in New York. And welcome to the Money Market Fund webinar. In a nutshell what we'll be talking about today is, to boil it all down into three questions is, what did the SEC do? Who did they do it to? And number three, will it work? And to help you understand those questions or to work through ...

Navigating the Waters: Parallel Government Investigations and Securities Litigation 2014 (Audio-only)

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Recorded on: Aug. 21, 2014

AMY: It is now my pleasure to turn this briefing over to Michael Farhang. MICHAEL M. FARHANG: Thank you very much, Amy. I'm happy to be able to address the group on the topic of the interplay between government investigations and civil securities litigation. As most of you know, corporations in many cases may have a substantial interest in cooperating with regulators conducting investigations, especially the Department of Justice and the Securities ...

Big Data Across the Atlantic - U.S. and E.U. Perspectives 2014 (Audio-only)

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Recorded on: Aug. 19, 2014

AMY TAUB: Hello, my name is Amy Taub and I'm a program attorney with PLI. I would like to welcome you to today's briefing, Big Data Across the Atlantic, US and EU Perspectives. Before we begin, I have some administrative announcements. Briefing will be one hour in length. Time will not allow for questions, but the speakers would welcome questions following the presentation. Their contact information can be found at the end of the slide deck. Please ...

Featured Faculty/Authors
Michael T. Fishman

Michael T. Fishman ~ Greenberg Traurig LLP

Rebecca S. Eisner

Rebecca S. Eisner ~ Mayer Brown LLP

Tamar Kraft-Stolar

Tamar Kraft-Stolar ~ Director, Women in Prison Project, Correctional Association of New York