On-Demand   On-Demand Web Programs

Corporate Governance - A Master Class 2017

Released on: Mar. 15, 2017
Running Time: 07:11:27

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 and increased investor willingness to seek or force change, through activist campaigns and other methods, have changed the environment in which directors and officers and their advisers operate.  These developments have been complicated by significant legal and regulatory changes, including evolving standards under Delaware law and SEC and other federal developments in rulemaking and enforcement. 

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-to-day 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. 

You will learn about:

  • The evolving enforcement world, including the importance of whistleblowers and the unclear guideposts for cooperation
  • Cybersecurity --you may be tired of talking about it, but it is still a hot issue for nearly all companies
  • How does the Comp Committee successfully design, explain and defend a compensation program with today’s ever-changing expectations and “say-on-pay” votes?
  • Practical guidance for a successful proxy season and plus one problems
  • Evolution of compliance oversight--the role of the Audit Committee, other committees and the Board
  • Board composition — refreshment, diversity, continuity and strategic vision
  • When do the Board or its members need separate counsel


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.

Lecture Topics [Total time 07:11:27]

Segments with an asterisk (*) are available only with the purchase of the entire program.


  • Opening Remarks and Introduction* [00:07:52]
    Alan L. Beller, Meredith B. Cross
  • Featured Speaker* [00:32:41]
    Keith F. Higgins
  • Governance 2017 — Director Responsibilities in an Era of Investor Leverage [01:30:23]
    Alan L. Beller, Michael Garland, Rachel A. Gonzalez, Steven M. Haas, Kimberly Woolley
  • The Work of Comp Committees — Doing It Is Increasingly Difficult; Criticizing It Is Increasingly Commonplace [01:00:02]
    Linda E. Rappaport, Scott P. Spector, Annette Leckie, Amy Borrus
  • The 2017 Proxy Season – Mid-Season Review and Tips for a Successful Outcome [01:01:51]
    Lillian Brown, Martin P. Dunn, Sandra L. Flow, Keir D. Gumbs, Steven M. Pantina
  • Board Insomnia — What Will Keep Audit Committees Awake at Night in 2017 [01:00:11]
    Linda L. Griggs, Wesley R. Bricker, Joseph B. Ucuzoglu, Karen R. Osar, Elias F. Habayeb
  • Nom and Gov — First Line of Offense (and Defense) in Ensuring Good Board Governance Practices [00:58:08]
    Claudia H. Allen, Brian V. Breheny, Douglas K. Chia, Margaret M. Foran
  • Governance Ethics Hot Topic - Counsel's Responsibility for Getting the Board Involved [01:00:16]
    Dixie L. Johnson, David M. Becker, Prof. Jonathan Lipson, Richard D. Owens

The purchase price of this Web Program includes the following articles from the Course Handbook available online:


  • COMPLETE COURSE HANDBOOK
  • Sustainability Disclosure and Corporate Governance (January 2, 2017)
    Mayme Beth Donohue, Steven M. Haas
  • Keynote Remarks by Elisse B. Walter before the SASB Symposium, The Future of Sustainability Disclosure: What Remains Unchanged in an Environment of Regulatory Uncertainty? (December 1, 2016)
    Steven M. Haas
  • FAQ: Majority Voting for Directors
    Ken Bertsch
  • FAQ: Why CII Supports the SEC’s Universal Proxy Proposal
    Ken Bertsch
  • Pay for Performance in Today’s World (January 2017)
    Marshall Mort, Scott P. Spector
  • SEC Proposes Rules Requiring the Use of Universal Proxy Cards in Contested Director Elections (December 6, 2016)
    Keir D. Gumbs
  • SEC Enhances Exemptions for Local Offerings (December 1, 2016)
    Keir D. Gumbs
  • Pay-to-Play Rules for Swap Dealers (August 30, 2016)
    Keir D. Gumbs
  • A New Chapter for Non-GAAP Financial Measures (June 28, 2016)
    Keir D. Gumbs
  • Non-GAAP Financial Disclosures (January 3, 2017)
    Linda L Griggs, Sean Donahue
  • Working Together to Advance High Quality Information in the Capital Markets, Keynote Address by Wesley R. Bricker, Chief Accountant, U.S. Securities and Exchange Commission, before the 2016 AICPA Conference on Current SEC and PCAOB Developments (December 5, 2016)
    Linda L Griggs
  • Remarks by Marc Panucci, Deputy Chief Accountant, Office of the Chief Accountant, U.S. Securities and Exchange Commission, before the 2016 AICPA Conference on Current SEC and PCAOB Developments (December 5, 2016)
    Linda L Griggs
  • Remarks by Sylvia E. Alicea, Professional Accounting Fellow, Office of the Chief Accountant, U.S. Securities and Exchange Commission, before the 2016 AICPA Conference on Current SEC and PCAOB Developments (December 5, 2016)
    Linda L Griggs
  • Remarks by Sean May, Professional Accounting Fellow, Office of the Chief Accountant, U.S. Securities and Exchange Commission, before the 2016 AICPA Conference on Current SEC and PCAOB Developments (December 5, 2016)
    Linda L Griggs
  • Remarks by Brian Staniszewski, Professional Accounting Fellow, Office of the Chief Accountant, U.S. Securities and Exchange Commission, before the 2016 AICPA Conference on Current SEC and PCAOB Developments (December 5, 2016)
    Linda L Griggs
  • Remarks by Jennifer L. Todling, Professional Accounting Fellow, Office of the Chief Accountant, U.S. Securities and Exchange Commission, before the 2016 AICPA Conference on Current SEC and PCAOB Developments (December 5, 2016)
    Linda L Griggs
  • Remarks by Ruth Uejio, Professional Accounting Fellow, Office of the Chief Accountant, U.S. Securities and Exchange Commission, before the 2016 AICPA Conference on Current SEC and PCAOB Developments (December 5, 2016)
    Linda L Griggs
  • Hashtags Roasting on an Open Fire: Highlights of the 2016 AICPA Conference on Current SEC and PCAOB Developments, Heads Up, Vol. 23, Issue 32 (December 12, 2016)
    Joseph B. Ucuzoglu
  • The New Revenue Standard—Adoption and Transition Observations, Heads Up, Vol. 23, Issue 2 (January 14, 2016)
    Joseph DiLeo, Eric C. Knachel, Joseph B. Ucuzoglu
  • A Roadmap to Non-GAAP Financial Measures 2016
    Joseph B. Ucuzoglu
  • AQIs: Measuring Quality Through Metrics, Audit Committee Brief, Issue 2 (2015)
    Joseph B. Ucuzoglu
  • Board Refreshment Policies (December 15, 2016)
    Claudia H. Allen
  • Some Ethical Issues Involving Board Representation
    William R. Baker , David M. Becker
  • Counsel’s Responsibility for Getting the Board Involved at Not-for-Profit Organizations Or: On Being the “Lawyer for the Problem”
    Jonathan C. Lipson

Presentation Material


  • Keynote Address
    Keith F. Higgins
  • 2017 Proxy Season – Mid-Season Review and Tips for a Successful Outcome
    Lillian Brown, Martin P. Dunn, Sandra L. Flow, Keir D. Gumbs, Steven M. Pantina
  • Nom and Gov - First Line of Offense (and Defense) in Ensuring Good Board Governance Practices
    Claudia H. Allen

Co-Chair(s)
Alan L. Beller ~ Cleary Gottlieb Steen & Hamilton LLP
Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
Moderator(s)
Claudia H. Allen ~ Katten Muchin Rosenman LLP
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Linda L. Griggs ~ Consultant
Dixie L. Johnson ~ King & Spalding
Linda E. Rappaport ~ Shearman & Sterling LLP
Speaker(s)
David M. Becker ~ Cleary Gottlieb Steen & Hamilton LLP
Amy Borrus ~ Deputy Director, Council of Institutional Investors
Brian V. Breheny ~ Skadden, Arps, Slate, Meagher & Flom LLP
Wesley R. Bricker ~ Chief Accountant, U.S. Securities and Exchange Commission
Douglas K. Chia ~ Executive Director, Governance Center, The Conference Board
Martin P. Dunn ~ Morrison & Foerster LLP
Sandra L. Flow ~ Cleary Gottlieb Steen & Hamilton LLP
Margaret M. Foran ~ Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.
Michael Garland ~ Assistant Comptroller for Corporate Governance and Responsible Investment, Bureau of Asset Management , Office of the New York City Comptroller
Rachel A. Gonzalez ~ Executive Vice President, General Counsel, Sabre Corporation
Keir D. Gumbs ~ Covington & Burling LLP
Steven M. Haas ~ Hunton & Williams LLP
Elias F. Habayeb ~ Deputy Chief Financial Officer, American International Group, Inc.
Keith F. Higgins ~ Ropes & Gray LLP
Annette Leckie ~ Partner, Meridian Compensation Partners, LLC
Prof. Jonathan Lipson ~ Harold E. Kohn Chair and Professor of Law, Temple University Beasley School of Law
Karen R. Osar ~ Corporate Director
Richard D. Owens ~ Latham & Watkins LLP
Steven M. Pantina ~ Senior Managing Director, Morrow Sodali Global LLC
Scott P. Spector ~ Fenwick & West LLP
Joseph B. Ucuzoglu ~ Chairman and Chief Executive Officer , Deloitte & Touche LLP
Kimberly Woolley ~ Assistant General Counsel and Assistant Secretary, Oracle Corporation
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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.


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Mississippi:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

Montana:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 5 credits of self-study per reporting period.

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

Nevada:  PLI’s on-demand web programs qualify as “self-study” credit. There is no limit to the number of credits an attorney can earn via self-study programs.

New Hampshire:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.

New Jersey:  PLI’s on-demand web programs 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 on-demand web programs qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

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 on-demand web programs can be used to fulfill the requirements for New York newly admitted attorneys. Only professional practice and law practice management credits may be earned via transitional on-demand web programs. Ethics and skills credits may not be earned via on-demand web programs.

North Carolina:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 6 credits of online programs per reporting period.

North Dakota:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 15 credits of self-study per reporting period.

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

Oklahoma:  PLI’s on-demand web programs qualify as “online, on-demand” credit. Attorneys are limited to 6 credits of online, on-demand programs per reporting period.

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Pennsylvania:  PLI’s on-demand web programs qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

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

Rhode Island:  PLI’s on-demand web programs qualify as “on-demand” credit. Attorneys are limited to 3 on-demand credits per reporting period.

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

Tennessee:  PLI’s on-demand web programs 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 on-demand web programs qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 10 credits of self-study per reporting period.

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 on-demand web programs qualify as “pre-recorded” credit. Attorneys are limited to 8 credits of pre-recorded programs per reporting period.

Washington:  PLI’s on-demand web programs qualify as “A/V” credit. Attorneys are limited to 22.5 credits of A/V programs per reporting period.

West Virginia:  PLI’s on-demand web programs qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s on-demand web programs qualify as “repeated, on-demand” credit. Attorneys are limited to 15 credits of repeated, on-demand programs per reporting period. No ethics credits can be earned via on-demand web programs.

Wyoming:  PLI’s on-demand web programs qualify as “self-study” credit. Attorneys are limited to 6 credits of self-study per reporting period.


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United Kingdom (CPD-UK):  PLI’s on-demand web programs can fulfill the United Kingdom’s CPD requirements.

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


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IAPP Continuing Privacy Credit (CPE):  PLI’s on-demand web programs may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s on-demand web programs may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s on-demand web programs qualify as "self-paced" credit. SHRM professionals are limited to 30 credits of self-paced programs per recertification period.

Compliance Certification Board (CCB):  PLI’s on-demand web programs qualify as “self-study” credit. Candidates are limited to 10 self-study credits per 12-month period, and certification holders are limited to 20 self-study credits per 2-year renewal period.

Certified Anti-Money Laundering Specialists Certification (CAMS):  PLI’s on-demand web programs are not approved for CAMS credit.

New York State Social Worker Continuing Education (SW CPE):  PLI’s on-demand web programs are not approved for SW CPE credit.

American Bankers Association Professional Certification (ABA):  PLI’s on-demand web programs may fulfill ABA credit requirements.

 

Related Items

Live Programs  Live Programs

Corporate Governance - A Master Class 2018 (New York, NY) Mar. 8, 2018

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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