Recent developments, including increasingly intense shareholder activism, seemingly shorter investment time horizons, and regulatory developments under the Dodd-Frank Act, have accelerated changes in corporate governance. Many of the changes are fundamental and will have a profound impact on public companies, their directors and management, and the securities markets. Our stellar faculty will discuss what has already occurred as well as what is yet to come.
Lecture Topics [Total time 07:29:06]
Segments with an asterisk (*) are available only with the purchase of the entire program.
- Opening Remarks and Introduction* [00:06:38]
David M. Becker, Alan L. Beller
- Keynote [00:36:58]
Floyd Norris
- Is the "New Look" Compensation Committee the Same as the "Old Look" Compensation Committee? [00:59:57]
Stephanie Abramson, Meredith B. Cross, John K. Halvey
- What Will the 2013 Proxy Season Be Like? [01:14:16]
Thomas J. Kim, Ronald O. Mueller, Ann L. Yerger
- The Increasing Impact of Delaware Law -A Sampler [00:46:49]
Mark J. Gentile, Lawrence A. Hamermesh, Faiza J. Saeed
- Luncheon Roundtable Discussion: "Change At The SEC: Where Is the Commission Headed?" [00:59:55]
David M. Becker, Alan L. Beller, Simon M. Lorne, Hon. Annette L. Nazareth, Hon. Harvey L. Pitt, Richard H. Walker
- Continued Evolution in Auditing and Accounting [00:44:20]
Jack Ciesielski, James L. Kroeker, Debra J. Perry, J. Gordon Seymour
- The Why's and Where's of Enforcement [01:00:44]
Martine M. Beamon, Robin M. Bergen, George S. Canellos, Lorin L. Reisner
- Selected Topics in Ethics [00:59:29]
William R. Baker III, Robert S Khuzami, Rena Hozore Reiss
The purchase price of this Web Program includes the following articles from the Course Handbook available online:
- Practically Speaking--Key Compensation Takeaways from the Past Year (Compensation Disclosure & Governance Workshop)
Alan L. Beller, Kathleen M. Emberger
- NYSE and Nasdaq Release Proposed Rules on Compensation Committee and Adviser Independence
Alan L. Beller
- Binding Shareholder Say-On-Pay Vote on Route to Reality in the UK: US Companies Take Note
Alan L. Beller
- Dodd-Frank Corporate Governance Final Rules: Compensation Committee and Adviser Independence
Alan L. Beller
- Anticipating the 2013 Annual Meeting Season
Craig T. Beazer
- Delaware Case Raises Question About Structuring Director Compensation
Alan L. Beller
- Recent Developments in Delaware Corporate Law
Faiza J. Saeed, Mark J. Gentile, Lawrence A. Hamermesh
- Always Evolving: Practical Considerations for the Audit Committee
Leslie N. Silverman, Alan L. Beller, Sandra L. Flow
- Guide to PCAOB Inspections (The Center for Audit Quality)
Alan L. Beller
- PCAOB Adopts Standard on Auditor Communications with Audit Committees
Alan L. Beller
- PCAOB Release No. 2012-004, Auditing Standard No. 16--Communications with Audit Committees; Related Amendments to PCAOB Standards; And Transitional Amendments to AU Sec. 380, PCAOB Rulemaking, Docket Matter No. 030
Alan L. Beller
- PCAOB Release No. 2012-003, Information for Audit Committees About the PCAOB Inspection Process
Alan L. Beller
- Going Concern Considerations and Recommendations (PCAOB Investor Sub Advisory Group)
Alan L. Beller
- PCAOB Release No. 2011-006, Concept Release on Auditor Independence and Audit Firm Rotation; Notice of Roundtable, PCAOB Rulemaking, Docket Matter No. 37
Alan L. Beller
- PCAOB Release No. 2011-003, Concept Release on Possible Revisions to PCAOB Standards Related to Reports on Audited Financial Statements and Related Amendments to PCAOB Standards, Notice of Roundtable, PCAOB Rulemaking, Docket Matter No. 34
Alan L. Beller
- Recent Work of the Public Company Accounting Oversight Board--2011 and the First Three Quarters of 2012
J. Gordon Seymour
- Annual Report on the Dodd-Frank Whistleblower Program, Fiscal Year 2012, U.S. Securities and Exchange Commission, November 2012
Alan L. Beller
- Court Rules that SEC May Use Sarbanes-Oxley to Clawback Executive Compensation Even Where Executive Engaged in No Misconduct, June 18, 2010
Robin M. Bergen
- Implications of the SEC's Landmark Section 304 'No Fault' Clawback Settlement
Robin M. Bergen
- Sharper Claws: Expanding the SEC's 'Clawback' Authority
Robin M. Bergen
- Clawback Cases
Robin M. Bergen
- Gatekeeper Cases
Robin M. Bergen
- Ethics Hypothetical
David M. Becker
- The Increasing Impact of Delaware Law--A Sampler (PowerPoint Slides)
Faiza J. Saeed, Mark J. Gentile, Lawrence A. Hamermesh
- Index to Corporate Governance - A Master Class 2013
Presentation Material
- The Increasing Impact of Delaware Law - A Sampler
Mark J. Gentile, Lawrence A. Hamermesh, Faiza J. Saeed
Co-Chair(s)
Speaker(s)
Stephanie Abramson ~ Dean, Graduate Professional and Executive Education Programs, NYU Shanghai, New York University
George S. Canellos ~ Acting Director, Division of Enforcement, U.S. Securities and Exchange Commission
John K. Halvey ~ Group Executive Vice President and General Counsel, NYSE Euronext
Lawrence A. Hamermesh ~ Ruby R. Vale Professor of Corporate and Business Law, Institute of Delaware Corporate and Business Law, Widener University School of Law
Robert S Khuzami ~ Former Director, Division of Enforcement, U.S. Securities and Exchange Commission
Thomas J. Kim ~ Chief Counsel & Associate Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
James L. Kroeker ~ Former Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Floyd Norris ~ Chief Financial Correspondent, The New York Times and The International Herald Tribune
Debra J. Perry ~ Director and Audit Committee Chair, Korn/Ferry International; Trustee, BofA Funds;, Director, The Sanford C. Bernstein Fund
Hon. Harvey L. Pitt ~ Chief Executive Officer; Formerly 26th Chairman of the U.S. S.E.C., 2001-2003, Kalorama Partners, LLP; Kalorama Legal Services, PLLC
Lorin L. Reisner ~ Chief, Criminal Division, United States Attorney's Office, Southern District of New York
Rena Hozore Reiss ~ Executive Vice President, General Counsel and Secretary, Hyatt Hotels Corporation
Richard H. Walker ~ General Counsel, Member of the Group Executive Committee, Deutsche Bank AG
Ann L. Yerger ~ Executive Director, Council of Institutional Investors
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.