This is a webcast of the live New York session.Why you should attend
As the economy shifts and the legislature, SEC and shareholders respond, the design, implementation and disclosure of executive compensation undergoes continual change. At 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.
What you will learn
- The latest executive pay trends and developing best practices
- Changes in the legal and regulatory landscape
- Developing practices under Say-on-Pay regime and proxy-related fiduciary claims
- Advising the board and compensation committee: governance considerations and independence rules
- Proxy season wrap up
- Executive compensation pitfalls under Section 162(m) and Section 409A
- Equity compensation practices and considerations
- New international developments affecting compensation for multinational corporations
Who should attend
This conference is designed for private practitioners, in-house corporate counsel, employee benefit consultants, service providers and compensation managers and consultants.
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
Cancellations
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
All times are E.D.T.
Morning Session: 9:00 a.m. - 12:15 p.m. (E.D.T.)
9:00 Pay Trends
- Pay design, popular metrics
- Stock plan design
- Legal and enforcement developments in restrictive covenants
David Chun, Carla M. Oliveira, Andrea S. Rattner, Daniel J. Ryterband
10:00 M&A Topics/Change in Control
- Change in Control Severance Arrangements
- Restructuring Existing Arrangements in Light of 409A
- Treatment of Equity Awards in all Cash and Mixed Consideration Transactions
- 280G Planning and Mitigation Strategies
- Golden Parachute Say on Pay
Jeannemarie O'Brien, Marc R. Trevino, Laurence I. Wagman, CPA
11:00 Break
11:15 Compensation Litigation and Handling Attacks on the Annual Meeting
- 2013 Compensation Litigation – New theories based on “Say on Pay” votes and determining the right approach to disclosure
- Staying out of the crosshairs of the plaintiffs’ bar
- Why it could make sense to have separate plans for directors – the impact of the demand requirement for derivative claims, and avoiding the Seinfeld problem
- Activists’ use of “success fees” for their director-nominees – how would the courts rule?
William B. Chandler III, Paul K. Rowe, Donald J. Wolfe, Jr.
12:15 Luncheon Keynote
Lucian A. Bebchuk, William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics and Finance, and Director of the Program on Corporate Governance, Harvard University Law School
Afternoon Session: 1:15 p.m. - 5:30 p.m. (E.D.T.)
1:15 International Compensation
- Designing Global Compensation Programs
- Implementing Clawbacks on a Global Basis
- International Say on Pay Initiatives
David W. Ellis, Peter Haller, Steven Slutsky
2:15 Corporate Governance & SEC News
- Splitting the Chairman and CEO Roles
- Increase in Executive Chairmanships
- Lead Director Role
- Three Years of Say-on-Pay: Improvements and Setbacks in Corporate Governance and Executive Compensation
- Practical Effect of Compensation Committee Adviser Independence Rules
- Implementation of Remaining Dodd Frank Rule Making
- SEC staff review of compensation disclosures Speakers
Robert J. Jackson, Jr., Anne Krauskopf, Linda E. Rappaport
3:15 Break
3:30 Tax Developments
- 409A Penalty Regulations and other recent 409A and 162(m) developments
- 409A and 162(m) pitfalls
- IRS enforcement initiatives
Robert J. Neis (Invited), Regina Olshan, Andrew L. Oringer, Robin M. Quittell
4:30 Planning for the Proxy Season Ahead
- 2013 Results on Say on Pay and Shareholder Proposals
- Actions to Take Now: Analyzing Investor Reports and Ongoing Shareholder Outreach
- Identifying "Low-Hanging Fruit"
- Using Enhanced Disclosure to Your Advantage
Glenn Booraem, Tara J. Gabbai, Erica Schohn, Ann L. Yerger
5:30 Adjourn
Co-Chair(s)
Speaker(s)
Lucian A. Bebchuk ~ William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance;, Director of the Program on Corporate Governance, Harvard University Law School
Peter Haller ~ Director and Counsel, Head, Regulatory Advisory Group, Bank Regulatory Executive Compensation and ERISA, Credit Suisse Securities (USA) LLC
Anne Krauskopf ~ Senior Special Counsel, Office of Chief Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission
Robin M. Quittell ~ Managing Director, Chief Human Resources Officer & Counsel, Fortress Investment Group
Ann L. Yerger ~ Executive Director, Council of Institutional Investors
Program Attorney(s)
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.
*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video 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.
3Ohio: To confirm that the live webcast 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 biennial 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.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
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.
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, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
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.