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
- Changes in the legal, tax and regulatory landscape
- Developing practices under the new Say-on-Pay regime and a proxy season wrap up
- Current compensation practices, structures and levels
- The role of risk management in incentive compensation
- Developing best practices in executive compensation and succession planning
- Corporate governance, compensation committee best practices and shareholder activism
- Changing practices in employment agreements, severance and golden parachutes
- New approaches in equity compensation, performance goals and clawbacks
- Global regulations: structuring 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.
8:30 Pay Trends
- 2011 Pay Review
- Forecast for 2012
- Popular metrics and designs
Daniel J. Ryterband, John D. England
9:30 Proxy Advisors & Shareholder Activism
- Living with the new ISS Pay for Performance Model
- Lessons from the 2nd year of Say-on-Pay
- Shareholder activism around pay, historic and on the horizon
- “Occupy” movements and election year
- Successful board responses
Mark A. Borges, Patrick S. McGurn, Beverly L. O’Toole, Lopa Patel Zielinski
10:30 Networking Break
10:45 Dodd-Frank and SEC News
- Pay ratio and pay for performance disclosure
- Employee and director hedging
- Current state of goal disclosure
John J. Cannon III, Anne Krauskopf, Robert W. Reeder III
11:45 Luncheon Keynote Speaker
Robert J. Jackson, Jr., Associate Professor of Law, Columbia Law School
12:45 Current State of Clawback Design
- Clawback best practices
- Taking into account accounting requirements
- Enforcement and taxation
Rosina B. Barker, Nicholas H. De Baun, Alan M. Johnson
1:45 Advising in Changing Circumstances: M&A & Bankruptcy
- Bankruptcy: developments and lessons learned
- M&A: developments in change-in-control arrangements, say on golden parachutes disclosure and results
Jeannemarie O’Brien, Marc R. Trevino
2:45 Networking Break
3:00 Stock Plan Design
- Fungible Pools
- 162(m) Compliance
- Shareholding guidelines
- Performance plans
Irv Becker, Jeffrey P. Crandall, Bindu Culas
4:00 Advising the Board and the Compensation Committee: Governance Considerations
- Independence rules
- Delaware law developments: corporate waste; say-on-pay
- Compensation Committee governance
C. Stephen Bigler, David H. Engvall, Linda E. Rappaport
~ National Practice Leader -- Executive Compensation, Hay Group, Inc.
~ Senior Special Counsel, Office of Chief Counsel, Division of Corporation Finance, U.S. Securities and Exchange Commission
Beverly L. O'Toole
~ Managing Director and Associate General Counsel, Goldman, Sachs & Co.
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible.
The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: firstname.lastname@example.org
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
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.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.