Why you should attend
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. Join our stellar faculty as we discuss what has already occurred as well as what is yet to come.
What you will learn
- Will the SEC’s new mandated listing standards under Dodd-Frank have an impact on Compensation Committees and compensation consultants?
- How should Boards and Compensation Committees respond to “say-on-pay”?
- What every company needs to know about proxy advisory firms - how to engage, what to expect, and what (if anything) may change
- What’s new under Delaware law
- What to expect from the SEC
- How the energized PCAOB is affecting Audit Committees, including prospects for audit firm rotation and greater interactions between auditors and Audit Committees
- Enforcement initiatives: whistleblowers, insider trading initiatives, and the increased focus on individuals
Who should attend
This program is designed for experienced corporate and securities attorneys with responsibility for advising officers, directors and other senior company officials on their governance responsibilities and procedures.
Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.
Morning Session: 9:00 a.m. - 1:00 p.m.
9:00 Opening Remarks and Introduction
David M. Becker, Alan L. Beller
Floyd Norris, Chief Financial Correspondent, The New York Times and The International Herald Tribune
9:45 Is the “New Look” Compensation Committee the Same as the “Old Look” Compensation Committee?
- The new Dodd-Frank-mandated listing standards
- Impact on Compensation Committee make-up
- Impact on compensation consultants
- Can companies make CD&A more readable and informative (and shorter)?
Stephanie Abramson, Meredith B. Cross, John K. Halvey
10:45 Networking Break
11:00 What Will the 2013 Proxy Season Be Like?
- Lessons learned about shareholder engagement
- Presentations, responses and dynamics of the upcoming ”say-on-pay” votes
- New developments with peer groups
- Roles of and issues with proxy advisory firms
- What’s new with shareholder proposals?
Thomas J. Kim, Ronald O. Mueller, Ann L. Yerger
12:15 The Increasing Impact of Delaware Law - A Sampler
- Mandatory forum selection provisions in charters and by-laws, limitations on shareholder remedies and the SEC response;
- Interpretation and enforcement of advance notice bylaws and other nomination issues;
- Fiduciary duties to implement defensive measures
Mark J. Gentile, Lawrence A. Hamermesh, Faiza J. Saeed
1:00 Networking Break
Afternoon Session: 1:15 p.m. - 5:30 p.m.
1:15 Luncheon Roundtable Discussion: Change at the SEC: Where Is the Commission Headed?
David M. Becker, Alan L. Beller, Simon M. Lorne, Annette L. Nazareth, Hon. Harvey L. Pitt, Richard H. Walker
2:15 Networking Break
2:30 Continued Evolution in Auditing and Accounting
- An energized PCAOB Part I - prospects for audit firm rotation
- An energized PCAOB Part II - nature of audits
- An energized PCAOB Part III - communications between auditors and audit committees
- IFRS update - will we land a woman on Mars before there is IFRS for U.S. issuers?
Jack Ciesielski, James L. Kroeker, Debra J. Perry, J. Gordon Seymour
3:15 The Whys and Wheres of Enforcement
- Are there more financial crisis cases to come? How will enforcement affect the answer?
- Is enforcement about “sharing the pain”? Clawbacks and other remedies to increase direct consequences to senior managements
- Is the “reasonable man/woman” standard coming to the securities laws the future of liability for negligence violations?
- Anybody remember gatekeepers?
Martine M. Beamon, Robin M. Bergen, George S. Canellos, Lorin L. Reisner
4:15 Networking Break
4:30 Selected Topics in Ethics
- Ethical constraints on dealing with whistleblowers - are they different under the new rules?
- Ethics of multiple representations
- Preparing and representing witnesses in investigative testimony
William R. Baker III, Robert S Khuzami, Rena Hozore Reiss
~ Dean, Graduate Professional and Executive Education Programs, NYU Shanghai, New York University
George S. Canellos
~ Co-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
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
~ 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, Kalorama Partners, LLC, Kalorama Legal Services, PLLC (Formerly 26th Chairman of the U.S. S.E.C., 2001-2003)
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
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
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 0495741. You can also make reservations
online 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
Sheraton New York Hotel & Towers
, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book online
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