Mar. 4, 2010

A panel of Weil Gotshal lawyers will discuss the heightened scrutiny and new legal challenges to executive compensation so that you can better understand how to avoid a potential crisis and develop compensation plans that align with shareholders values.

WHAT YOU WILL LEARN

The panel will examine the impact of the latest court decisions, how to avoid compensation and severance crises, how corporations are reacting to the latest shareholder activities, new “say on pay” proposals and new SEC disclosure requirements.  The panel will also discuss the distinction between poor practices and best practices and how to develop management and employee incentives that do not encourage outsized risk taking.

TOPICS DISCUSSED

• court decisions:  historically, and in recent years
• how compensation and severance decisions transform themselves into corporate crises
• the latest institutional shareholder activities, new "say on pay" proposals, new SEC disclosure requirements, and how corporations are reacting
• "best practices," the pay practices that have become "poor practices"
• whether incentive compensation can provide management and employee incentives that do not encourage risk taking beyond an organization's ability to effectively identify and manage risk

INTENDED AUDIENCE

This program is aimed at attorneys and compensation professionals interested in exploring recent headlines concerning executive compensation and legal principles and developing best practices.

TIMED AGENDA

12:45-12:55 Court decisions to date:  historically, and in recent years 

Stephen A. Radin

12:55-1:05 How compensation and severance decisions transform themselves into corporate crises 
 
Joseph S. Allerhand

1:05-1:20 Latest institutional shareholder activities, new "say on pay" proposals, new SEC disclosure requirements, and how corporations are reacting 
 
Howard B. Dicker

1:20-1:40 "Best practices," the pay practices that have become "poor practices" 
 
Howard B. Dicker and Andrew L. Gaines

1:40-2:00 Can incentive compensation can provide management and employee incentives that do not encourage risk taking beyond an organization's ability to effectively identify and manage risk?
 
Andrew L. Gaines

FACULTY

Stephen A. Radin - Moderator
Practice: Litigation; Corporate Governance; Securities

Stephen A. Radin is a partner in the Securities and Corporate Governance practice group of the firm's Litigation department. Mr. Radin handles counseling and litigation matters involving corporate governance, the business judgment rule, interested director and controlling shareholder transactions, federal securities laws, disclosure, indemnification and insurance of corporate directors, and corporate control issues. Much of Mr. Radin's work involves shareholder derivative and class action litigation and internal corporate investigations.

Mr. Radin is the author of The Business Judgment Rule: Fiduciary Duties of Corporate Directors, a four volume 6,000 page treatise published in 2009. This text (including earlier editions) have been cited in over 50 court decisions. Mr. Radin also is the author or co-author of over 75 articles published in numerous professional publications.

Mr. Radin has been selected in Best Lawyers in America in the Corporate Governance and Compliance Law specialty and New York Super Lawyers in the Securities Litigation specialty, serves as a member of the Law360 Securities editorial advisory board, as an adjunct professor at Cardozo Law School, and as the chairperson of the American Bar Association Section of Litigation Committee on Corporate Counsel Subcommittee on Corporate Governance, and has spoken at and prepared materials for numerous continuing legal education programs. Mr. Radin was profiled in the November 2004 edition of Metropolitan Corporate Counsel and honored at a 2005 ceremony in the Great Hall of the Library of Congress in Washington DC with a Burton Award for Legal Achievement, given to lawyers who exhibit excellence in legal writing.

Mr. Radin has served since 2002 as a member of the Board of Directors of the New York Legal Assistance Group, a privately funded not-for-profit organization that provides civil legal assistance in more than 35,000 cases a year benefiting almost 50,000 individuals and families.

Mr. Radin holds a B.A. with distinction in all subjects from Cornell University and a J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar.

Joseph S. Allerhand
Practice: Litigation & Securities/Corporate Governance

Joseph S. Allerhand co-heads the firm’s Securities Litigation/Corporate Governance practice. With over 25 years of experience, Mr. Allerhand is a nationally recognized litigator and corporate counsellor with extensive experience in securities litigation, M&A litigation, SEC investigations, busted deal litigation, arbitrations and contested bankruptcy proceedings.

Mr. Allerhand has been named by the New York Times as one of the top 100 lawyers in New York and by Chambers USA as one of America’s leading business lawyers. He is described as having “a gift for ‘commanding control in the biggest cases.’” “A knockout in the courtroom as well as a deft performer behind the scenes.” Chambers, America’s Leading Lawyers for Business (2007) writes that Mr. Allerhand brings “raw intelligence to a practice that frequently involves counseling boards of directors and special committees in litigation connected with SEC investigations and bankruptcy proceedings. His ability to digest the various facts of a case and turn them into a winning argument is exemplary.” He has also been named in 2007 by New York Magazine as one of the top lawyers for “bet the company” litigation.

Because much of his practice arises from complex corporate transactions, Mr. Allerhand regularly counsels boards of directors and special committees on a wide variety of corporate disputes and in connection with internal investigations. Typically, he advises during the pre-dispute stage, and will then litigate the dispute through trial if necessary. Mr. Allerhand is equally adept at representing plaintiffs or defendants, and has argued and tried numerous high-profile cases in state and federal courts, and before arbitration panels.

Mr. Allerhand writes and lectures frequently on securities litigation. He recently published an article in the New York Law Journal entitled “New Wave of M&A Litigation Attacks Private Equity Deals.”

Mr. Allerhand is a member of the Board of Directors or Trustees of the New York Legal Assistance Corp., Big Brothers/Big Sisters of New York and the UJA Federation of New York. He is the Former President of the UJA-Federation of N.Y. Lawyers Division and a current member of the Executive Committee and a Founder/Board Member of the Solomon Schechter School of Manhattan.

Education: Georgetown University, JD; Columbia University, BA

Andrew Gaines
Practice: Tax

Andrew Gaines is a partner in the Tax practice at Weil, Gotshal & Manges where he leads the firm’s executive compensation and employee benefits practice.  Mr. Gaines advises employers on all aspects of executive compensation and employee benefit plans and their treatment in corporate transactions and in bankruptcy. Mr. Gaines counsels investment fund sponsors on ERISA issues associated with the formation of private investment funds and the structuring of underlying investments. He also frequently counsels large institutional pension investors on fiduciary issues arising in connection with investing in private investment funds. He represents employers and executives in the negotiation of employment and severance agreements.

Mr. Gaines is the co-chairman of the Employee Benefit Committee of the Tax Section of the New York State Bar Association. He is recommended by PLC Which Lawyer? Yearbook 2007, 2008  and 2009 in the area of Employee Benefits and Pensions, and recommended by PLC Which Lawyer? Yearbook 2006 and 2007 in the area of Tax. Mr. Gaines has published a number of articles on executive compensation and employee benefits and also lectures regularly on such topics.

Mr. Gaines received his B.A. from Hobart College and his J.D. from the Benjamin N. Cardozo School of Law.

Howard Dicker
Practice: Capital Markets; Corporate; Corporate Governance; Mergers & Acquisitions

Howard Dicker is a partner in the Public Company Advisory Group of Weil, Gotshal & Manges LLP in New York. He advises numerous companies regarding securities law issues, disclosure and compliance matters as well as on executive compensation and corporate governance. He has had a diverse corporate practice, including mergers & acquisitions, financings, securities offerings, venture capital investments and restructurings.

Mr. Dicker is also active in various bar associations and committees and speaks and writes on a variety of topics in corporate and securities law. He is the current Chair of the Securities Regulation Committee of the Business Law Section of the New York State Bar Association. Mr. Dicker’s publications include “Executive Compensation and Corporate Governance,” which is Chapter 3 in A Practical Guide to SEC Proxy and Compensation Rules, 3rd Edition (with Robert Todd Lang and Spencer G. Smul), published by Aspen.

Prior to joining Weil Gotshal in 1989, Mr. Dicker was an auditor and tax consultant at Price Waterhouse in New York. There, he focused on broker-dealers in securities and commodities. He is licensed as a certified public accountant.

Mr. Dicker received his Bachelor of Science degree in 1983 from the Wharton School of the University of Pennsylvania, where he majored in both finance and accounting. He then received a Master of Science degree in accounting in 1984 from the State University of New York at Albany. In 1989, he received his Juris Doctor degree with honors from The George Washington University Law School.