Seminar  Program

Corporate Governance - A Master Class 2018


Select a Location:

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations – including more vocal expectations from traditional, large institutional investors and increased investor willingness to seek or force change – have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant changes, including evolving standards under Delaware and Federal securities law, and uncertainty about what to expect in terms of Federal legislative, rulemaking and enforcement developments following the change in administration in 2017. 

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities.  In-house and outside advisers are called on both to provide day-today counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. 

What You Will Learn About

  • Prospects for Federal legislative changes that impact corporate governance
  • Steps boards are taking in the absence of Federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
  • Preparing for investor scrutiny and pressure and the spectrum of responses
  • Issues of greatest concern to large institutional investors, and how to prepare for them
  • How to advise compensation committees in light of uncertainty about new  SEC rules coupled with intense attention to and criticism of executive compensation
  • How to prepare directors for shareholder engagement
  • Ethics guidance on real world situations

Special Feature

  • Earn one hour of Ethics credit

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 matters and issues, as well as for directors and officers themselves.

 


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.

9:00 Opening Remarks

Alan L. Beller, Meredith B. Cross 



9:15 Crisis Management: What to do Before, During and After
  • Management preparedness and Board oversight
  • What’s the Board's role in a crisis? When should a Board become more active?
  • Crisis-proofing disclosure before the fact
  • Disclosure issues —  obligation, timing, accuracy, completeness
  • Communications strategy, including social media
  • Preparing for and dealing with enforcement and litigation

Moderator: Richard H. Walker
Speakers: Andrea Rose, Steven A. Rosenblum, Kim K.W. Rucker



10:15 Inquiring Audit Committees Want to Know (and Need to Know)              
  • Will the company be ready for the effectiveness of the FASB revenue recognition standard?
  • How do we prepare for the new audit report adopted by the PCAOB?  What are investors’ expectations?
  • Are there more attention and developments coming in the area of non-GAAP measures? What should the audit committees role be?
  • How should audit committees fulfill their responsibilities for risk management oversight and compliance?  What are those responsibilities?

(CPE Field of Study: Auditing)

Moderator: Walter G. Ricciardi
Speakers: Wesley R. Bricker, Christine Q. Davine, Jeanette M. Franzel, Hon. Cynthia A. Glassman



11:15 Networking Break

11:30 Compensation Committees –There Must Be More to Life Than Just Pay Ratio                                 
  • Role of compensation committee in pay ratio disclosure: any impact on CEO pay considerations?
  • “Private ordering” implementation of unfinished Dodd-Frank compensation rules – clawbacks, hedging, pay-for-performance
    • Clawbacks – do you need a new policy in light of market developments?
  • Areas of current investor foucs in executive compensation
  • Impact of legislative and regulatory developments
  • Key takeaways for advising compensation committee in 2018

Moderator: Linda E. Rappaport
Speakers: Krystal Berrini, Annette Leckie, Scott P. Spector



12:30 Luncheon Break (Attendees will be provided with lunch for the Managing Key Disclosures panel)

12:45 Practical Guidance for Managing Key Disclosures
• Managing the earnings process 
    • Coordination of the earnings release drafting process
    • Planning your earnings call
    • Compliance with SEC requirements
    • Evaluating errors in, and changes from, announced earnings
    • Role of Audit Committee and Board of Directors

• Considerations in whether and when to issue guidance

Moderators: Lillian Brown, Sandra L. Flow
Speakers: Mark Kronforst, Michael K. Pressman, Kimberly Woolley



1:45 Networking Break

2:00 Nom. and Gov. – Relentless Push for Improvement on All Fronts              
  • Impact of “active” index fund investors
  • Board refreshment: what is the goal and how do you get there?
  • Avoiding “overboarded” directors while competing for directors with specific skills and demographics
  • Addressing calls for diversity, disclosures, and a say in selecting directors: Impact of NYC Comptroller 2.0 initiative
  • Proxy Access – has it made a difference? 
  • Other key initiative impacting the nom and gov committee                            

Moderator: Brian V. Breheny
Speakers: Amy Borrus, Julie Hembrock Daum, Kellye L. Walker



3:00 ESG Disclosure: Investor, Issuer and Standard Setter Perspectives
  • What are investors seeking to obtain through ESG disclosure?  What are issuers seeking to achieve by providing ESG-related information?
  • Is the SEC’s current, principles-based disclosure system working in this area?  Does it assist investors in getting what they want in SEC filings and, if not, why not?
  • Does the SEC need to be involved at all?  Are SEC rules relevant drivers of disclosure in this area? Why aren’t current corporate sustainability reports or other forms of disclosure sufficient?  
  • What’s going on outside the United States and what can U.S. issuers and investors learn from those efforts?
  • What is the importance of standards and standards setting on sustainability topics?  Is it possible to have consensus without a mandate? 

Moderator: Keith F. Higgins
Speakers: Katherine Collins, Hon. Elisse B. Walter



4:00 Networking Break

4:15 Governance Ethics Hot Topics – Counsel’s Responsibility for Getting the Board Involved
  • Ethical as well as and strategic considerations in informing and involving the Board
  • Risks of not involving the Board
  • When and how to get the Board involved
  • When do the Board or its members need separate counsel?
  • Discussion of pertinent ABA Model Rules, including 1.6, 1.7, 1.8, 1.9 and 1.13

Moderator:  Dixie L. Johnson
Speakers: Karl A. Groskaufmanis, Simon M. Lorne



5:15 Adjourn

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Keith F. Higgins ~ Ropes & Gray LLP
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Walter G. Ricciardi ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Richard H. Walker ~ King & Spalding
Speaker(s)
Krystal Berrini ~ Partner, CamberView Partners, LLC
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Katherine Collins, CFA, MTS ~ Head of Sustainable Investing, Putnam Investments
Julie Hembrock Daum ~ North American Board Practice Leader, Spencer Stuart
Christine Q. Davine ~ Deputy Managing Partner – Accounting and SEC Services, Deloitte LLP
Jeanette M. Franzel ~ Board Member, Public Company Accounting Oversight Board
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Karl A. Groskaufmanis ~ Fried, Frank, Harris, Shriver & Jacobson LLP
Mark Kronforst ~ Former Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Michael K. Pressman ~ Associate General Counsel, Bank of America
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Steven A. Rosenblum ~ Wachtell, Lipton, Rosen & Katz
Kim K.W. Rucker ~ Executive Vice President, General Counsel and Secretary, Andeavor
Scott P. Spector ~ Fenwick & West LLP
Kellye L. Walker ~ Executive Vice President and General Counsel, Huntington Ingalls Industries, Inc.
Hon. Elisse B. Walter ~ Former Chairman and Commissioner, U.S. Securities and Exchange Commission
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and rate code PLII. You can also Book Online- Kimpton.

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. You can also book online.

Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live seminars qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

California:  PLI’s live seminars qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Illinois: All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Iowa:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Kansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Louisiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Maine:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Minnesota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Mississippi:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Missouri:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Montana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nebraska:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nevada:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Hampshire:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Jersey:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Mexico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

North Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars

North Dakota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Ohio:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oklahoma:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Puerto Rico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Rhode Island:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

South Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Tennessee:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Vermont:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

West Virginia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wisconsin:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wyoming:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live seminars qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE): PLI’s live seminars may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live seminars may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live seminars qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations – including more vocal expectations from traditional, large institutional investors and increased investor willingness to seek or force change – have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant changes, including evolving standards under Delaware and Federal securities law, and uncertainty about what to expect in terms of Federal legislative, rulemaking and enforcement developments following the change in administration in 2017. 

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities.  In-house and outside advisers are called on both to provide day-today counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. 

What You Will Learn About

  • Prospects for Federal legislative changes that impact corporate governance
  • Steps boards are taking in the absence of Federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
  • Preparing for investor scrutiny and pressure and the spectrum of responses
  • Issues of greatest concern to large institutional investors, and how to prepare for them
  • How to advise compensation committees in light of uncertainty about new  SEC rules coupled with intense attention to and criticism of executive compensation
  • How to prepare directors for shareholder engagement
  • Ethics guidance on real world situations

Special Feature

  • Earn one hour of Ethics credit

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 matters and issues, as well as for directors and officers themselves.

 


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.

9:00 Opening Remarks

Alan L. Beller, Meredith B. Cross 



9:15 Crisis Management: What to do Before, During and After
  • Management preparedness and Board oversight
  • What’s the Board's role in a crisis? When should a Board become more active?
  • Crisis-proofing disclosure before the fact
  • Disclosure issues —  obligation, timing, accuracy, completeness
  • Communications strategy, including social media
  • Preparing for and dealing with enforcement and litigation

Moderator: Richard H. Walker
Speakers: Andrea Rose, Steven A. Rosenblum, Kim K.W. Rucker



10:15 Inquiring Audit Committees Want to Know (and Need to Know)              
  • Will the company be ready for the effectiveness of the FASB revenue recognition standard?
  • How do we prepare for the new audit report adopted by the PCAOB?  What are investors’ expectations?
  • Are there more attention and developments coming in the area of non-GAAP measures? What should the audit committees role be?
  • How should audit committees fulfill their responsibilities for risk management oversight and compliance?  What are those responsibilities?

(CPE Field of Study: Auditing)

Moderator: Walter G. Ricciardi
Speakers: Wesley R. Bricker, Christine Q. Davine, Jeanette M. Franzel, Hon. Cynthia A. Glassman



11:15 Networking Break

11:30 Compensation Committees –There Must Be More to Life Than Just Pay Ratio                                 
  • Role of compensation committee in pay ratio disclosure: any impact on CEO pay considerations?
  • “Private ordering” implementation of unfinished Dodd-Frank compensation rules – clawbacks, hedging, pay-for-performance
    • Clawbacks – do you need a new policy in light of market developments?
  • Areas of current investor foucs in executive compensation
  • Impact of legislative and regulatory developments
  • Key takeaways for advising compensation committee in 2018

Moderator: Linda E. Rappaport
Speakers: Krystal Berrini, Annette Leckie, Scott P. Spector



12:30 Luncheon Break (Attendees will be provided with lunch for the Managing Key Disclosures panel)

12:45 Practical Guidance for Managing Key Disclosures
• Managing the earnings process 
    • Coordination of the earnings release drafting process
    • Planning your earnings call
    • Compliance with SEC requirements
    • Evaluating errors in, and changes from, announced earnings
    • Role of Audit Committee and Board of Directors

• Considerations in whether and when to issue guidance

Moderators: Lillian Brown, Sandra L. Flow
Speakers: Mark Kronforst, Michael K. Pressman, Kimberly Woolley



1:45 Networking Break

2:00 Nom. and Gov. – Relentless Push for Improvement on All Fronts              
  • Impact of “active” index fund investors
  • Board refreshment: what is the goal and how do you get there?
  • Avoiding “overboarded” directors while competing for directors with specific skills and demographics
  • Addressing calls for diversity, disclosures, and a say in selecting directors: Impact of NYC Comptroller 2.0 initiative
  • Proxy Access – has it made a difference? 
  • Other key initiative impacting the nom and gov committee                            

Moderator: Brian V. Breheny
Speakers: Amy Borrus, Julie Hembrock Daum, Kellye L. Walker



3:00 ESG Disclosure: Investor, Issuer and Standard Setter Perspectives
  • What are investors seeking to obtain through ESG disclosure?  What are issuers seeking to achieve by providing ESG-related information?
  • Is the SEC’s current, principles-based disclosure system working in this area?  Does it assist investors in getting what they want in SEC filings and, if not, why not?
  • Does the SEC need to be involved at all?  Are SEC rules relevant drivers of disclosure in this area? Why aren’t current corporate sustainability reports or other forms of disclosure sufficient?  
  • What’s going on outside the United States and what can U.S. issuers and investors learn from those efforts?
  • What is the importance of standards and standards setting on sustainability topics?  Is it possible to have consensus without a mandate? 

Moderator: Keith F. Higgins
Speakers: Katherine Collins, Hon. Elisse B. Walter



4:00 Networking Break

4:15 Governance Ethics Hot Topics – Counsel’s Responsibility for Getting the Board Involved
  • Ethical as well as and strategic considerations in informing and involving the Board
  • Risks of not involving the Board
  • When and how to get the Board involved
  • When do the Board or its members need separate counsel?
  • Discussion of pertinent ABA Model Rules, including 1.6, 1.7, 1.8, 1.9 and 1.13

Moderator:  Dixie L. Johnson
Speakers: Karl A. Groskaufmanis, Simon M. Lorne



5:15 Adjourn

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Keith F. Higgins ~ Ropes & Gray LLP
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Walter G. Ricciardi ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Richard H. Walker ~ King & Spalding
Speaker(s)
Krystal Berrini ~ Partner, CamberView Partners, LLC
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Katherine Collins, CFA, MTS ~ Head of Sustainable Investing, Putnam Investments
Julie Hembrock Daum ~ North American Board Practice Leader, Spencer Stuart
Christine Q. Davine ~ Deputy Managing Partner – Accounting and SEC Services, Deloitte LLP
Jeanette M. Franzel ~ Board Member, Public Company Accounting Oversight Board
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Karl A. Groskaufmanis ~ Fried, Frank, Harris, Shriver & Jacobson LLP
Mark Kronforst ~ Former Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Michael K. Pressman ~ Associate General Counsel, Bank of America
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Steven A. Rosenblum ~ Wachtell, Lipton, Rosen & Katz
Kim K.W. Rucker ~ Executive Vice President, General Counsel and Secretary, Andeavor
Scott P. Spector ~ Fenwick & West LLP
Kellye L. Walker ~ Executive Vice President and General Counsel, Huntington Ingalls Industries, Inc.
Hon. Elisse B. Walter ~ Former Chairman and Commissioner, U.S. Securities and Exchange Commission
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

Alabama:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live webcasts qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

California:  PLI’s live webcasts qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kentucky:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Louisiana:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Minnesota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Montana:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Nebraska:  PLI’s live webcasts qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Hampshire:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

North Carolina:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

North Dakota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Ohio:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  PLI’s live webcasts qualify as “non-traditional” credit. Attorneys are limited to 8 credits of non-traditional programs per reporting period.

Rhode Island:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

South Carolina:  PLI’s live webcasts qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live webcasts qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Wyoming:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live webcasts may fulfill Australia’s CPD requirements. Credit limits for live webcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as “Group-Internet-Based” (GIB) credit.

IRS Continuing Education (IRS-CE):  PLI’s live webcasts may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live webcasts may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live webcasts may fulfill CFP credit requirements.

 

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations – including more vocal expectations from traditional, large institutional investors and increased investor willingness to seek or force change – have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant changes, including evolving standards under Delaware and Federal securities law, and uncertainty about what to expect in terms of Federal legislative, rulemaking and enforcement developments following the change in administration in 2017. 

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities.  In-house and outside advisers are called on both to provide day-today counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. 

What You Will Learn About

  • Prospects for Federal legislative changes that impact corporate governance
  • Steps boards are taking in the absence of Federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
  • Preparing for investor scrutiny and pressure and the spectrum of responses
  • Issues of greatest concern to large institutional investors, and how to prepare for them
  • How to advise compensation committees in light of uncertainty about new  SEC rules coupled with intense attention to and criticism of executive compensation
  • How to prepare directors for shareholder engagement
  • Ethics guidance on real world situations

Special Feature

  • Earn one hour of Ethics credit

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 matters and issues, as well as for directors and officers themselves.

 


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.

9:00 Opening Remarks

Alan L. Beller, Meredith B. Cross 



9:15 Crisis Management: What to do Before, During and After
  • Management preparedness and Board oversight
  • What’s the Board's role in a crisis? When should a Board become more active?
  • Crisis-proofing disclosure before the fact
  • Disclosure issues —  obligation, timing, accuracy, completeness
  • Communications strategy, including social media
  • Preparing for and dealing with enforcement and litigation

Moderator: Richard H. Walker
Speakers: Andrea Rose, Steven A. Rosenblum, Kim K.W. Rucker



10:15 Inquiring Audit Committees Want to Know (and Need to Know)              
  • Will the company be ready for the effectiveness of the FASB revenue recognition standard?
  • How do we prepare for the new audit report adopted by the PCAOB?  What are investors’ expectations?
  • Are there more attention and developments coming in the area of non-GAAP measures? What should the audit committees role be?
  • How should audit committees fulfill their responsibilities for risk management oversight and compliance?  What are those responsibilities?

(CPE Field of Study: Auditing)

Moderator: Walter G. Ricciardi
Speakers: Wesley R. Bricker, Christine Q. Davine, Jeanette M. Franzel, Hon. Cynthia A. Glassman



11:15 Networking Break

11:30 Compensation Committees –There Must Be More to Life Than Just Pay Ratio                                 
  • Role of compensation committee in pay ratio disclosure: any impact on CEO pay considerations?
  • “Private ordering” implementation of unfinished Dodd-Frank compensation rules – clawbacks, hedging, pay-for-performance
    • Clawbacks – do you need a new policy in light of market developments?
  • Areas of current investor foucs in executive compensation
  • Impact of legislative and regulatory developments
  • Key takeaways for advising compensation committee in 2018

Moderator: Linda E. Rappaport
Speakers: Krystal Berrini, Annette Leckie, Scott P. Spector



12:30 Luncheon Break (Attendees will be provided with lunch for the Managing Key Disclosures panel)

12:45 Practical Guidance for Managing Key Disclosures
• Managing the earnings process 
    • Coordination of the earnings release drafting process
    • Planning your earnings call
    • Compliance with SEC requirements
    • Evaluating errors in, and changes from, announced earnings
    • Role of Audit Committee and Board of Directors

• Considerations in whether and when to issue guidance

Moderators: Lillian Brown, Sandra L. Flow
Speakers: Mark Kronforst, Michael K. Pressman, Kimberly Woolley



1:45 Networking Break

2:00 Nom. and Gov. – Relentless Push for Improvement on All Fronts              
  • Impact of “active” index fund investors
  • Board refreshment: what is the goal and how do you get there?
  • Avoiding “overboarded” directors while competing for directors with specific skills and demographics
  • Addressing calls for diversity, disclosures, and a say in selecting directors: Impact of NYC Comptroller 2.0 initiative
  • Proxy Access – has it made a difference? 
  • Other key initiative impacting the nom and gov committee                            

Moderator: Brian V. Breheny
Speakers: Amy Borrus, Julie Hembrock Daum, Kellye L. Walker



3:00 ESG Disclosure: Investor, Issuer and Standard Setter Perspectives
  • What are investors seeking to obtain through ESG disclosure?  What are issuers seeking to achieve by providing ESG-related information?
  • Is the SEC’s current, principles-based disclosure system working in this area?  Does it assist investors in getting what they want in SEC filings and, if not, why not?
  • Does the SEC need to be involved at all?  Are SEC rules relevant drivers of disclosure in this area? Why aren’t current corporate sustainability reports or other forms of disclosure sufficient?  
  • What’s going on outside the United States and what can U.S. issuers and investors learn from those efforts?
  • What is the importance of standards and standards setting on sustainability topics?  Is it possible to have consensus without a mandate? 

Moderator: Keith F. Higgins
Speakers: Katherine Collins, Hon. Elisse B. Walter



4:00 Networking Break

4:15 Governance Ethics Hot Topics – Counsel’s Responsibility for Getting the Board Involved
  • Ethical as well as and strategic considerations in informing and involving the Board
  • Risks of not involving the Board
  • When and how to get the Board involved
  • When do the Board or its members need separate counsel?
  • Discussion of pertinent ABA Model Rules, including 1.6, 1.7, 1.8, 1.9 and 1.13

Moderator:  Dixie L. Johnson
Speakers: Karl A. Groskaufmanis, Simon M. Lorne



5:15 Adjourn

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Keith F. Higgins ~ Ropes & Gray LLP
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Walter G. Ricciardi ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Richard H. Walker ~ King & Spalding
Speaker(s)
Krystal Berrini ~ Partner, CamberView Partners, LLC
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Katherine Collins, CFA, MTS ~ Head of Sustainable Investing, Putnam Investments
Julie Hembrock Daum ~ North American Board Practice Leader, Spencer Stuart
Christine Q. Davine ~ Deputy Managing Partner – Accounting and SEC Services, Deloitte LLP
Jeanette M. Franzel ~ Board Member, Public Company Accounting Oversight Board
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Karl A. Groskaufmanis ~ Fried, Frank, Harris, Shriver & Jacobson LLP
Mark Kronforst ~ Former Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Michael K. Pressman ~ Associate General Counsel, Bank of America
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Steven A. Rosenblum ~ Wachtell, Lipton, Rosen & Katz
Kim K.W. Rucker ~ Executive Vice President, General Counsel and Secretary, Andeavor
Scott P. Spector ~ Fenwick & West LLP
Kellye L. Walker ~ Executive Vice President and General Counsel, Huntington Ingalls Industries, Inc.
Hon. Elisse B. Walter ~ Former Chairman and Commissioner, U.S. Securities and Exchange Commission
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute
New Jersey Groupcast Location

New Jersey Institute for Continuing Legal Education, One Constitution Square, New Brunswick, NJ 08901-1520. 732-249-5100.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations – including more vocal expectations from traditional, large institutional investors and increased investor willingness to seek or force change – have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant changes, including evolving standards under Delaware and Federal securities law, and uncertainty about what to expect in terms of Federal legislative, rulemaking and enforcement developments following the change in administration in 2017. 

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities.  In-house and outside advisers are called on both to provide day-today counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. 

What You Will Learn About

  • Prospects for Federal legislative changes that impact corporate governance
  • Steps boards are taking in the absence of Federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
  • Preparing for investor scrutiny and pressure and the spectrum of responses
  • Issues of greatest concern to large institutional investors, and how to prepare for them
  • How to advise compensation committees in light of uncertainty about new  SEC rules coupled with intense attention to and criticism of executive compensation
  • How to prepare directors for shareholder engagement
  • Ethics guidance on real world situations

Special Feature

  • Earn one hour of Ethics credit

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 matters and issues, as well as for directors and officers themselves.

 


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.

9:00 Opening Remarks

Alan L. Beller, Meredith B. Cross 



9:15 Crisis Management: What to do Before, During and After
  • Management preparedness and Board oversight
  • What’s the Board's role in a crisis? When should a Board become more active?
  • Crisis-proofing disclosure before the fact
  • Disclosure issues —  obligation, timing, accuracy, completeness
  • Communications strategy, including social media
  • Preparing for and dealing with enforcement and litigation

Moderator: Richard H. Walker
Speakers: Andrea Rose, Steven A. Rosenblum, Kim K.W. Rucker



10:15 Inquiring Audit Committees Want to Know (and Need to Know)              
  • Will the company be ready for the effectiveness of the FASB revenue recognition standard?
  • How do we prepare for the new audit report adopted by the PCAOB?  What are investors’ expectations?
  • Are there more attention and developments coming in the area of non-GAAP measures? What should the audit committees role be?
  • How should audit committees fulfill their responsibilities for risk management oversight and compliance?  What are those responsibilities?

(CPE Field of Study: Auditing)

Moderator: Walter G. Ricciardi
Speakers: Wesley R. Bricker, Christine Q. Davine, Jeanette M. Franzel, Hon. Cynthia A. Glassman



11:15 Networking Break

11:30 Compensation Committees –There Must Be More to Life Than Just Pay Ratio                                 
  • Role of compensation committee in pay ratio disclosure: any impact on CEO pay considerations?
  • “Private ordering” implementation of unfinished Dodd-Frank compensation rules – clawbacks, hedging, pay-for-performance
    • Clawbacks – do you need a new policy in light of market developments?
  • Areas of current investor foucs in executive compensation
  • Impact of legislative and regulatory developments
  • Key takeaways for advising compensation committee in 2018

Moderator: Linda E. Rappaport
Speakers: Krystal Berrini, Annette Leckie, Scott P. Spector



12:30 Luncheon Break (Attendees will be provided with lunch for the Managing Key Disclosures panel)

12:45 Practical Guidance for Managing Key Disclosures
• Managing the earnings process 
    • Coordination of the earnings release drafting process
    • Planning your earnings call
    • Compliance with SEC requirements
    • Evaluating errors in, and changes from, announced earnings
    • Role of Audit Committee and Board of Directors

• Considerations in whether and when to issue guidance

Moderators: Lillian Brown, Sandra L. Flow
Speakers: Mark Kronforst, Michael K. Pressman, Kimberly Woolley



1:45 Networking Break

2:00 Nom. and Gov. – Relentless Push for Improvement on All Fronts              
  • Impact of “active” index fund investors
  • Board refreshment: what is the goal and how do you get there?
  • Avoiding “overboarded” directors while competing for directors with specific skills and demographics
  • Addressing calls for diversity, disclosures, and a say in selecting directors: Impact of NYC Comptroller 2.0 initiative
  • Proxy Access – has it made a difference? 
  • Other key initiative impacting the nom and gov committee                            

Moderator: Brian V. Breheny
Speakers: Amy Borrus, Julie Hembrock Daum, Kellye L. Walker



3:00 ESG Disclosure: Investor, Issuer and Standard Setter Perspectives
  • What are investors seeking to obtain through ESG disclosure?  What are issuers seeking to achieve by providing ESG-related information?
  • Is the SEC’s current, principles-based disclosure system working in this area?  Does it assist investors in getting what they want in SEC filings and, if not, why not?
  • Does the SEC need to be involved at all?  Are SEC rules relevant drivers of disclosure in this area? Why aren’t current corporate sustainability reports or other forms of disclosure sufficient?  
  • What’s going on outside the United States and what can U.S. issuers and investors learn from those efforts?
  • What is the importance of standards and standards setting on sustainability topics?  Is it possible to have consensus without a mandate? 

Moderator: Keith F. Higgins
Speakers: Katherine Collins, Hon. Elisse B. Walter



4:00 Networking Break

4:15 Governance Ethics Hot Topics – Counsel’s Responsibility for Getting the Board Involved
  • Ethical as well as and strategic considerations in informing and involving the Board
  • Risks of not involving the Board
  • When and how to get the Board involved
  • When do the Board or its members need separate counsel?
  • Discussion of pertinent ABA Model Rules, including 1.6, 1.7, 1.8, 1.9 and 1.13

Moderator:  Dixie L. Johnson
Speakers: Karl A. Groskaufmanis, Simon M. Lorne



5:15 Adjourn

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Keith F. Higgins ~ Ropes & Gray LLP
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Walter G. Ricciardi ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Richard H. Walker ~ King & Spalding
Speaker(s)
Krystal Berrini ~ Partner, CamberView Partners, LLC
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Katherine Collins, CFA, MTS ~ Head of Sustainable Investing, Putnam Investments
Julie Hembrock Daum ~ North American Board Practice Leader, Spencer Stuart
Christine Q. Davine ~ Deputy Managing Partner – Accounting and SEC Services, Deloitte LLP
Jeanette M. Franzel ~ Board Member, Public Company Accounting Oversight Board
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Karl A. Groskaufmanis ~ Fried, Frank, Harris, Shriver & Jacobson LLP
Mark Kronforst ~ Former Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Michael K. Pressman ~ Associate General Counsel, Bank of America
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Steven A. Rosenblum ~ Wachtell, Lipton, Rosen & Katz
Kim K.W. Rucker ~ Executive Vice President, General Counsel and Secretary, Andeavor
Scott P. Spector ~ Fenwick & West LLP
Kellye L. Walker ~ Executive Vice President and General Counsel, Huntington Ingalls Industries, Inc.
Hon. Elisse B. Walter ~ Former Chairman and Commissioner, U.S. Securities and Exchange Commission
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute
Cleveland Groupcast Location

The Cleveland Metropolitan Bar Association, 1375 E. 9th Street – Floor 2, Cleveland, Ohio 44114. 216-696-2404.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations – including more vocal expectations from traditional, large institutional investors and increased investor willingness to seek or force change – have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant changes, including evolving standards under Delaware and Federal securities law, and uncertainty about what to expect in terms of Federal legislative, rulemaking and enforcement developments following the change in administration in 2017. 

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities.  In-house and outside advisers are called on both to provide day-today counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. 

What You Will Learn About

  • Prospects for Federal legislative changes that impact corporate governance
  • Steps boards are taking in the absence of Federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
  • Preparing for investor scrutiny and pressure and the spectrum of responses
  • Issues of greatest concern to large institutional investors, and how to prepare for them
  • How to advise compensation committees in light of uncertainty about new  SEC rules coupled with intense attention to and criticism of executive compensation
  • How to prepare directors for shareholder engagement
  • Ethics guidance on real world situations

Special Feature

  • Earn one hour of Ethics credit

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 matters and issues, as well as for directors and officers themselves.

 


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.

9:00 Opening Remarks

Alan L. Beller, Meredith B. Cross 



9:15 Crisis Management: What to do Before, During and After
  • Management preparedness and Board oversight
  • What’s the Board's role in a crisis? When should a Board become more active?
  • Crisis-proofing disclosure before the fact
  • Disclosure issues —  obligation, timing, accuracy, completeness
  • Communications strategy, including social media
  • Preparing for and dealing with enforcement and litigation

Moderator: Richard H. Walker
Speakers: Andrea Rose, Steven A. Rosenblum, Kim K.W. Rucker



10:15 Inquiring Audit Committees Want to Know (and Need to Know)              
  • Will the company be ready for the effectiveness of the FASB revenue recognition standard?
  • How do we prepare for the new audit report adopted by the PCAOB?  What are investors’ expectations?
  • Are there more attention and developments coming in the area of non-GAAP measures? What should the audit committees role be?
  • How should audit committees fulfill their responsibilities for risk management oversight and compliance?  What are those responsibilities?

(CPE Field of Study: Auditing)

Moderator: Walter G. Ricciardi
Speakers: Wesley R. Bricker, Christine Q. Davine, Jeanette M. Franzel, Hon. Cynthia A. Glassman



11:15 Networking Break

11:30 Compensation Committees –There Must Be More to Life Than Just Pay Ratio                                 
  • Role of compensation committee in pay ratio disclosure: any impact on CEO pay considerations?
  • “Private ordering” implementation of unfinished Dodd-Frank compensation rules – clawbacks, hedging, pay-for-performance
    • Clawbacks – do you need a new policy in light of market developments?
  • Areas of current investor foucs in executive compensation
  • Impact of legislative and regulatory developments
  • Key takeaways for advising compensation committee in 2018

Moderator: Linda E. Rappaport
Speakers: Krystal Berrini, Annette Leckie, Scott P. Spector



12:30 Luncheon Break (Attendees will be provided with lunch for the Managing Key Disclosures panel)

12:45 Practical Guidance for Managing Key Disclosures
• Managing the earnings process 
    • Coordination of the earnings release drafting process
    • Planning your earnings call
    • Compliance with SEC requirements
    • Evaluating errors in, and changes from, announced earnings
    • Role of Audit Committee and Board of Directors

• Considerations in whether and when to issue guidance

Moderators: Lillian Brown, Sandra L. Flow
Speakers: Mark Kronforst, Michael K. Pressman, Kimberly Woolley



1:45 Networking Break

2:00 Nom. and Gov. – Relentless Push for Improvement on All Fronts              
  • Impact of “active” index fund investors
  • Board refreshment: what is the goal and how do you get there?
  • Avoiding “overboarded” directors while competing for directors with specific skills and demographics
  • Addressing calls for diversity, disclosures, and a say in selecting directors: Impact of NYC Comptroller 2.0 initiative
  • Proxy Access – has it made a difference? 
  • Other key initiative impacting the nom and gov committee                            

Moderator: Brian V. Breheny
Speakers: Amy Borrus, Julie Hembrock Daum, Kellye L. Walker



3:00 ESG Disclosure: Investor, Issuer and Standard Setter Perspectives
  • What are investors seeking to obtain through ESG disclosure?  What are issuers seeking to achieve by providing ESG-related information?
  • Is the SEC’s current, principles-based disclosure system working in this area?  Does it assist investors in getting what they want in SEC filings and, if not, why not?
  • Does the SEC need to be involved at all?  Are SEC rules relevant drivers of disclosure in this area? Why aren’t current corporate sustainability reports or other forms of disclosure sufficient?  
  • What’s going on outside the United States and what can U.S. issuers and investors learn from those efforts?
  • What is the importance of standards and standards setting on sustainability topics?  Is it possible to have consensus without a mandate? 

Moderator: Keith F. Higgins
Speakers: Katherine Collins, Hon. Elisse B. Walter



4:00 Networking Break

4:15 Governance Ethics Hot Topics – Counsel’s Responsibility for Getting the Board Involved
  • Ethical as well as and strategic considerations in informing and involving the Board
  • Risks of not involving the Board
  • When and how to get the Board involved
  • When do the Board or its members need separate counsel?
  • Discussion of pertinent ABA Model Rules, including 1.6, 1.7, 1.8, 1.9 and 1.13

Moderator:  Dixie L. Johnson
Speakers: Karl A. Groskaufmanis, Simon M. Lorne



5:15 Adjourn

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Keith F. Higgins ~ Ropes & Gray LLP
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Walter G. Ricciardi ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Richard H. Walker ~ King & Spalding
Speaker(s)
Krystal Berrini ~ Partner, CamberView Partners, LLC
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Katherine Collins, CFA, MTS ~ Head of Sustainable Investing, Putnam Investments
Julie Hembrock Daum ~ North American Board Practice Leader, Spencer Stuart
Christine Q. Davine ~ Deputy Managing Partner – Accounting and SEC Services, Deloitte LLP
Jeanette M. Franzel ~ Board Member, Public Company Accounting Oversight Board
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Karl A. Groskaufmanis ~ Fried, Frank, Harris, Shriver & Jacobson LLP
Mark Kronforst ~ Former Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Michael K. Pressman ~ Associate General Counsel, Bank of America
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Steven A. Rosenblum ~ Wachtell, Lipton, Rosen & Katz
Kim K.W. Rucker ~ Executive Vice President, General Counsel and Secretary, Andeavor
Scott P. Spector ~ Fenwick & West LLP
Kellye L. Walker ~ Executive Vice President and General Counsel, Huntington Ingalls Industries, Inc.
Hon. Elisse B. Walter ~ Former Chairman and Commissioner, U.S. Securities and Exchange Commission
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute

Philadelphia Groupcast Location

Pennsylvania Bar Institute, The CLE Conference Center, Wanamaker Building, 10th floor, Suite 1010, Center City Philadelphia (Juniper St. entrance, between 13th & Broad Sts., opposite City Hall). (800) 932-4637. Click here for directions.

Philadelphia Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Marriott Residence Inn

Ritz Carlton

Loews Philadelphia

Philadelphia Marriott Downtown

Hilton Garden Inn

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations – including more vocal expectations from traditional, large institutional investors and increased investor willingness to seek or force change – have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant changes, including evolving standards under Delaware and Federal securities law, and uncertainty about what to expect in terms of Federal legislative, rulemaking and enforcement developments following the change in administration in 2017. 

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities.  In-house and outside advisers are called on both to provide day-today counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. 

What You Will Learn About

  • Prospects for Federal legislative changes that impact corporate governance
  • Steps boards are taking in the absence of Federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
  • Preparing for investor scrutiny and pressure and the spectrum of responses
  • Issues of greatest concern to large institutional investors, and how to prepare for them
  • How to advise compensation committees in light of uncertainty about new  SEC rules coupled with intense attention to and criticism of executive compensation
  • How to prepare directors for shareholder engagement
  • Ethics guidance on real world situations

Special Feature

  • Earn one hour of Ethics credit

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 matters and issues, as well as for directors and officers themselves.

 


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.

9:00 Opening Remarks

Alan L. Beller, Meredith B. Cross 



9:15 Crisis Management: What to do Before, During and After
  • Management preparedness and Board oversight
  • What’s the Board's role in a crisis? When should a Board become more active?
  • Crisis-proofing disclosure before the fact
  • Disclosure issues —  obligation, timing, accuracy, completeness
  • Communications strategy, including social media
  • Preparing for and dealing with enforcement and litigation

Moderator: Richard H. Walker
Speakers: Andrea Rose, Steven A. Rosenblum, Kim K.W. Rucker



10:15 Inquiring Audit Committees Want to Know (and Need to Know)              
  • Will the company be ready for the effectiveness of the FASB revenue recognition standard?
  • How do we prepare for the new audit report adopted by the PCAOB?  What are investors’ expectations?
  • Are there more attention and developments coming in the area of non-GAAP measures? What should the audit committees role be?
  • How should audit committees fulfill their responsibilities for risk management oversight and compliance?  What are those responsibilities?

(CPE Field of Study: Auditing)

Moderator: Walter G. Ricciardi
Speakers: Wesley R. Bricker, Christine Q. Davine, Jeanette M. Franzel, Hon. Cynthia A. Glassman



11:15 Networking Break

11:30 Compensation Committees –There Must Be More to Life Than Just Pay Ratio                                 
  • Role of compensation committee in pay ratio disclosure: any impact on CEO pay considerations?
  • “Private ordering” implementation of unfinished Dodd-Frank compensation rules – clawbacks, hedging, pay-for-performance
    • Clawbacks – do you need a new policy in light of market developments?
  • Areas of current investor foucs in executive compensation
  • Impact of legislative and regulatory developments
  • Key takeaways for advising compensation committee in 2018

Moderator: Linda E. Rappaport
Speakers: Krystal Berrini, Annette Leckie, Scott P. Spector



12:30 Luncheon Break (Attendees will be provided with lunch for the Managing Key Disclosures panel)

12:45 Practical Guidance for Managing Key Disclosures
• Managing the earnings process 
    • Coordination of the earnings release drafting process
    • Planning your earnings call
    • Compliance with SEC requirements
    • Evaluating errors in, and changes from, announced earnings
    • Role of Audit Committee and Board of Directors

• Considerations in whether and when to issue guidance

Moderators: Lillian Brown, Sandra L. Flow
Speakers: Mark Kronforst, Michael K. Pressman, Kimberly Woolley



1:45 Networking Break

2:00 Nom. and Gov. – Relentless Push for Improvement on All Fronts              
  • Impact of “active” index fund investors
  • Board refreshment: what is the goal and how do you get there?
  • Avoiding “overboarded” directors while competing for directors with specific skills and demographics
  • Addressing calls for diversity, disclosures, and a say in selecting directors: Impact of NYC Comptroller 2.0 initiative
  • Proxy Access – has it made a difference? 
  • Other key initiative impacting the nom and gov committee                            

Moderator: Brian V. Breheny
Speakers: Amy Borrus, Julie Hembrock Daum, Kellye L. Walker



3:00 ESG Disclosure: Investor, Issuer and Standard Setter Perspectives
  • What are investors seeking to obtain through ESG disclosure?  What are issuers seeking to achieve by providing ESG-related information?
  • Is the SEC’s current, principles-based disclosure system working in this area?  Does it assist investors in getting what they want in SEC filings and, if not, why not?
  • Does the SEC need to be involved at all?  Are SEC rules relevant drivers of disclosure in this area? Why aren’t current corporate sustainability reports or other forms of disclosure sufficient?  
  • What’s going on outside the United States and what can U.S. issuers and investors learn from those efforts?
  • What is the importance of standards and standards setting on sustainability topics?  Is it possible to have consensus without a mandate? 

Moderator: Keith F. Higgins
Speakers: Katherine Collins, Hon. Elisse B. Walter



4:00 Networking Break

4:15 Governance Ethics Hot Topics – Counsel’s Responsibility for Getting the Board Involved
  • Ethical as well as and strategic considerations in informing and involving the Board
  • Risks of not involving the Board
  • When and how to get the Board involved
  • When do the Board or its members need separate counsel?
  • Discussion of pertinent ABA Model Rules, including 1.6, 1.7, 1.8, 1.9 and 1.13

Moderator:  Dixie L. Johnson
Speakers: Karl A. Groskaufmanis, Simon M. Lorne



5:15 Adjourn

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Keith F. Higgins ~ Ropes & Gray LLP
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Walter G. Ricciardi ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Richard H. Walker ~ King & Spalding
Speaker(s)
Krystal Berrini ~ Partner, CamberView Partners, LLC
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Katherine Collins, CFA, MTS ~ Head of Sustainable Investing, Putnam Investments
Julie Hembrock Daum ~ North American Board Practice Leader, Spencer Stuart
Christine Q. Davine ~ Deputy Managing Partner – Accounting and SEC Services, Deloitte LLP
Jeanette M. Franzel ~ Board Member, Public Company Accounting Oversight Board
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Karl A. Groskaufmanis ~ Fried, Frank, Harris, Shriver & Jacobson LLP
Mark Kronforst ~ Former Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Michael K. Pressman ~ Associate General Counsel, Bank of America
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Steven A. Rosenblum ~ Wachtell, Lipton, Rosen & Katz
Kim K.W. Rucker ~ Executive Vice President, General Counsel and Secretary, Andeavor
Scott P. Spector ~ Fenwick & West LLP
Kellye L. Walker ~ Executive Vice President and General Counsel, Huntington Ingalls Industries, Inc.
Hon. Elisse B. Walter ~ Former Chairman and Commissioner, U.S. Securities and Exchange Commission
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute

Mechanicsburg Groupcast Location

Pennsylvania Bar Institute, 5080 Ritter Rd., Mechanicsburg PA 17055, (800) 932-4637. Click here for directions.

Mechanicsburg Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Hampton Inn Harrisburg-West, 4950 Ritter Road, Mechanicsburg, Pennsylvania, USA 17055. Tel: 717-691-1300. Fax: 717-691-9692.

Homewood Suites by Hilton® Harrisburg-West Hershey Area, 5001 Ritter Road, Mechanicsburg, Pennsylvania, United States 17055. Tel: 1-717-697-4900. Fax: 1-717-697-9101.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations – including more vocal expectations from traditional, large institutional investors and increased investor willingness to seek or force change – have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant changes, including evolving standards under Delaware and Federal securities law, and uncertainty about what to expect in terms of Federal legislative, rulemaking and enforcement developments following the change in administration in 2017. 

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities.  In-house and outside advisers are called on both to provide day-today counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. 

What You Will Learn About

  • Prospects for Federal legislative changes that impact corporate governance
  • Steps boards are taking in the absence of Federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
  • Preparing for investor scrutiny and pressure and the spectrum of responses
  • Issues of greatest concern to large institutional investors, and how to prepare for them
  • How to advise compensation committees in light of uncertainty about new  SEC rules coupled with intense attention to and criticism of executive compensation
  • How to prepare directors for shareholder engagement
  • Ethics guidance on real world situations

Special Feature

  • Earn one hour of Ethics credit

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 matters and issues, as well as for directors and officers themselves.

 


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.

9:00 Opening Remarks

Alan L. Beller, Meredith B. Cross 



9:15 Crisis Management: What to do Before, During and After
  • Management preparedness and Board oversight
  • What’s the Board's role in a crisis? When should a Board become more active?
  • Crisis-proofing disclosure before the fact
  • Disclosure issues —  obligation, timing, accuracy, completeness
  • Communications strategy, including social media
  • Preparing for and dealing with enforcement and litigation

Moderator: Richard H. Walker
Speakers: Andrea Rose, Steven A. Rosenblum, Kim K.W. Rucker



10:15 Inquiring Audit Committees Want to Know (and Need to Know)              
  • Will the company be ready for the effectiveness of the FASB revenue recognition standard?
  • How do we prepare for the new audit report adopted by the PCAOB?  What are investors’ expectations?
  • Are there more attention and developments coming in the area of non-GAAP measures? What should the audit committees role be?
  • How should audit committees fulfill their responsibilities for risk management oversight and compliance?  What are those responsibilities?

(CPE Field of Study: Auditing)

Moderator: Walter G. Ricciardi
Speakers: Wesley R. Bricker, Christine Q. Davine, Jeanette M. Franzel, Hon. Cynthia A. Glassman



11:15 Networking Break

11:30 Compensation Committees –There Must Be More to Life Than Just Pay Ratio                                 
  • Role of compensation committee in pay ratio disclosure: any impact on CEO pay considerations?
  • “Private ordering” implementation of unfinished Dodd-Frank compensation rules – clawbacks, hedging, pay-for-performance
    • Clawbacks – do you need a new policy in light of market developments?
  • Areas of current investor foucs in executive compensation
  • Impact of legislative and regulatory developments
  • Key takeaways for advising compensation committee in 2018

Moderator: Linda E. Rappaport
Speakers: Krystal Berrini, Annette Leckie, Scott P. Spector



12:30 Luncheon Break (Attendees will be provided with lunch for the Managing Key Disclosures panel)

12:45 Practical Guidance for Managing Key Disclosures
• Managing the earnings process 
    • Coordination of the earnings release drafting process
    • Planning your earnings call
    • Compliance with SEC requirements
    • Evaluating errors in, and changes from, announced earnings
    • Role of Audit Committee and Board of Directors

• Considerations in whether and when to issue guidance

Moderators: Lillian Brown, Sandra L. Flow
Speakers: Mark Kronforst, Michael K. Pressman, Kimberly Woolley



1:45 Networking Break

2:00 Nom. and Gov. – Relentless Push for Improvement on All Fronts              
  • Impact of “active” index fund investors
  • Board refreshment: what is the goal and how do you get there?
  • Avoiding “overboarded” directors while competing for directors with specific skills and demographics
  • Addressing calls for diversity, disclosures, and a say in selecting directors: Impact of NYC Comptroller 2.0 initiative
  • Proxy Access – has it made a difference? 
  • Other key initiative impacting the nom and gov committee                            

Moderator: Brian V. Breheny
Speakers: Amy Borrus, Julie Hembrock Daum, Kellye L. Walker



3:00 ESG Disclosure: Investor, Issuer and Standard Setter Perspectives
  • What are investors seeking to obtain through ESG disclosure?  What are issuers seeking to achieve by providing ESG-related information?
  • Is the SEC’s current, principles-based disclosure system working in this area?  Does it assist investors in getting what they want in SEC filings and, if not, why not?
  • Does the SEC need to be involved at all?  Are SEC rules relevant drivers of disclosure in this area? Why aren’t current corporate sustainability reports or other forms of disclosure sufficient?  
  • What’s going on outside the United States and what can U.S. issuers and investors learn from those efforts?
  • What is the importance of standards and standards setting on sustainability topics?  Is it possible to have consensus without a mandate? 

Moderator: Keith F. Higgins
Speakers: Katherine Collins, Hon. Elisse B. Walter



4:00 Networking Break

4:15 Governance Ethics Hot Topics – Counsel’s Responsibility for Getting the Board Involved
  • Ethical as well as and strategic considerations in informing and involving the Board
  • Risks of not involving the Board
  • When and how to get the Board involved
  • When do the Board or its members need separate counsel?
  • Discussion of pertinent ABA Model Rules, including 1.6, 1.7, 1.8, 1.9 and 1.13

Moderator:  Dixie L. Johnson
Speakers: Karl A. Groskaufmanis, Simon M. Lorne



5:15 Adjourn

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Keith F. Higgins ~ Ropes & Gray LLP
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Walter G. Ricciardi ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Richard H. Walker ~ King & Spalding
Speaker(s)
Krystal Berrini ~ Partner, CamberView Partners, LLC
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Katherine Collins, CFA, MTS ~ Head of Sustainable Investing, Putnam Investments
Julie Hembrock Daum ~ North American Board Practice Leader, Spencer Stuart
Christine Q. Davine ~ Deputy Managing Partner – Accounting and SEC Services, Deloitte LLP
Jeanette M. Franzel ~ Board Member, Public Company Accounting Oversight Board
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Karl A. Groskaufmanis ~ Fried, Frank, Harris, Shriver & Jacobson LLP
Mark Kronforst ~ Former Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Michael K. Pressman ~ Associate General Counsel, Bank of America
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Steven A. Rosenblum ~ Wachtell, Lipton, Rosen & Katz
Kim K.W. Rucker ~ Executive Vice President, General Counsel and Secretary, Andeavor
Scott P. Spector ~ Fenwick & West LLP
Kellye L. Walker ~ Executive Vice President and General Counsel, Huntington Ingalls Industries, Inc.
Hon. Elisse B. Walter ~ Former Chairman and Commissioner, U.S. Securities and Exchange Commission
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute
Columbus Groupcast Location

Columbus Bar Association, 175 S. Third Street, Suite 1100, Columbus, OH 43215. Phone: 614-221-4112, FAX: (614) 340-2081.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees.  Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability.  They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators.  Changing investor expectations – including more vocal expectations from traditional, large institutional investors and increased investor willingness to seek or force change – have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant changes, including evolving standards under Delaware and Federal securities law, and uncertainty about what to expect in terms of Federal legislative, rulemaking and enforcement developments following the change in administration in 2017. 

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities.  In-house and outside advisers are called on both to provide day-today counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them. 

What You Will Learn About

  • Prospects for Federal legislative changes that impact corporate governance
  • Steps boards are taking in the absence of Federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
  • Preparing for investor scrutiny and pressure and the spectrum of responses
  • Issues of greatest concern to large institutional investors, and how to prepare for them
  • How to advise compensation committees in light of uncertainty about new  SEC rules coupled with intense attention to and criticism of executive compensation
  • How to prepare directors for shareholder engagement
  • Ethics guidance on real world situations

Special Feature

  • Earn one hour of Ethics credit

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 matters and issues, as well as for directors and officers themselves.

 


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.

9:00 Opening Remarks

Alan L. Beller, Meredith B. Cross 



9:15 Crisis Management: What to do Before, During and After
  • Management preparedness and Board oversight
  • What’s the Board's role in a crisis? When should a Board become more active?
  • Crisis-proofing disclosure before the fact
  • Disclosure issues —  obligation, timing, accuracy, completeness
  • Communications strategy, including social media
  • Preparing for and dealing with enforcement and litigation

Moderator: Richard H. Walker
Speakers: Andrea Rose, Steven A. Rosenblum, Kim K.W. Rucker



10:15 Inquiring Audit Committees Want to Know (and Need to Know)              
  • Will the company be ready for the effectiveness of the FASB revenue recognition standard?
  • How do we prepare for the new audit report adopted by the PCAOB?  What are investors’ expectations?
  • Are there more attention and developments coming in the area of non-GAAP measures? What should the audit committees role be?
  • How should audit committees fulfill their responsibilities for risk management oversight and compliance?  What are those responsibilities?

(CPE Field of Study: Auditing)

Moderator: Walter G. Ricciardi
Speakers: Wesley R. Bricker, Christine Q. Davine, Jeanette M. Franzel, Hon. Cynthia A. Glassman



11:15 Networking Break

11:30 Compensation Committees –There Must Be More to Life Than Just Pay Ratio                                 
  • Role of compensation committee in pay ratio disclosure: any impact on CEO pay considerations?
  • “Private ordering” implementation of unfinished Dodd-Frank compensation rules – clawbacks, hedging, pay-for-performance
    • Clawbacks – do you need a new policy in light of market developments?
  • Areas of current investor foucs in executive compensation
  • Impact of legislative and regulatory developments
  • Key takeaways for advising compensation committee in 2018

Moderator: Linda E. Rappaport
Speakers: Krystal Berrini, Annette Leckie, Scott P. Spector



12:30 Luncheon Break (Attendees will be provided with lunch for the Managing Key Disclosures panel)

12:45 Practical Guidance for Managing Key Disclosures
• Managing the earnings process 
    • Coordination of the earnings release drafting process
    • Planning your earnings call
    • Compliance with SEC requirements
    • Evaluating errors in, and changes from, announced earnings
    • Role of Audit Committee and Board of Directors

• Considerations in whether and when to issue guidance

Moderators: Lillian Brown, Sandra L. Flow
Speakers: Mark Kronforst, Michael K. Pressman, Kimberly Woolley



1:45 Networking Break

2:00 Nom. and Gov. – Relentless Push for Improvement on All Fronts              
  • Impact of “active” index fund investors
  • Board refreshment: what is the goal and how do you get there?
  • Avoiding “overboarded” directors while competing for directors with specific skills and demographics
  • Addressing calls for diversity, disclosures, and a say in selecting directors: Impact of NYC Comptroller 2.0 initiative
  • Proxy Access – has it made a difference? 
  • Other key initiative impacting the nom and gov committee                            

Moderator: Brian V. Breheny
Speakers: Amy Borrus, Julie Hembrock Daum, Kellye L. Walker



3:00 ESG Disclosure: Investor, Issuer and Standard Setter Perspectives
  • What are investors seeking to obtain through ESG disclosure?  What are issuers seeking to achieve by providing ESG-related information?
  • Is the SEC’s current, principles-based disclosure system working in this area?  Does it assist investors in getting what they want in SEC filings and, if not, why not?
  • Does the SEC need to be involved at all?  Are SEC rules relevant drivers of disclosure in this area? Why aren’t current corporate sustainability reports or other forms of disclosure sufficient?  
  • What’s going on outside the United States and what can U.S. issuers and investors learn from those efforts?
  • What is the importance of standards and standards setting on sustainability topics?  Is it possible to have consensus without a mandate? 

Moderator: Keith F. Higgins
Speakers: Katherine Collins, Hon. Elisse B. Walter



4:00 Networking Break

4:15 Governance Ethics Hot Topics – Counsel’s Responsibility for Getting the Board Involved
  • Ethical as well as and strategic considerations in informing and involving the Board
  • Risks of not involving the Board
  • When and how to get the Board involved
  • When do the Board or its members need separate counsel?
  • Discussion of pertinent ABA Model Rules, including 1.6, 1.7, 1.8, 1.9 and 1.13

Moderator:  Dixie L. Johnson
Speakers: Karl A. Groskaufmanis, Simon M. Lorne



5:15 Adjourn

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Keith F. Higgins ~ Ropes & Gray LLP
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Walter G. Ricciardi ~ Paul, Weiss, Rifkind, Wharton & Garrison LLP
Richard H. Walker ~ King & Spalding
Speaker(s)
Krystal Berrini ~ Partner, CamberView Partners, LLC
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Wesley R. Bricker ~ Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Katherine Collins, CFA, MTS ~ Head of Sustainable Investing, Putnam Investments
Julie Hembrock Daum ~ North American Board Practice Leader, Spencer Stuart
Christine Q. Davine ~ Deputy Managing Partner – Accounting and SEC Services, Deloitte LLP
Jeanette M. Franzel ~ Board Member, Public Company Accounting Oversight Board
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Karl A. Groskaufmanis ~ Fried, Frank, Harris, Shriver & Jacobson LLP
Mark Kronforst ~ Former Chief Accountant, Division of Corporation Finance, U.S. Securities and Exchange Commission
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Simon M. Lorne ~ Vice Chairman and Chief Legal Officer, Millennium Management LLC
Michael K. Pressman ~ Associate General Counsel, Bank of America
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Steven A. Rosenblum ~ Wachtell, Lipton, Rosen & Katz
Kim K.W. Rucker ~ Executive Vice President, General Counsel and Secretary, Andeavor
Scott P. Spector ~ Fenwick & West LLP
Kellye L. Walker ~ Executive Vice President and General Counsel, Huntington Ingalls Industries, Inc.
Hon. Elisse B. Walter ~ Former Chairman and Commissioner, U.S. Securities and Exchange Commission
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
Program Attorney(s)
Grace E. O'Hanlon ~ Senior Program Attorney, Practising Law Institute

Pittsburgh Groupcast Location

Pennsylvania Bar Institute, Professional Development Conference Center, 339 Sixth Avenue, Suite 760, Pittsburgh, Pennsylvania 15222-2517. (412) 802-2300. Click Here for Directions

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

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Handbook  Course Handbook Archive

Corporate Governance - A Master Class 2018  
Corporate Governance - A Master Class 2017 Alan L Beller, Cleary Gottlieb Steen & Hamilton LLP
Meredith B Cross, Wilmer Cutler Pickering Hale and Dorr LLP
 
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