Update on the SEC’s Executive Compensation Disclosure Rulemaking under Dodd-Frank: What Do You Need to Know Now?
It has been five years since the Dodd-Frank Wall Street Reform and Consumer Protection Act, P.L. 111-203, became law. Tune in for an update on the status of the SEC’s executive compensation disclosure rulemaking mandated under Dodd-Frank, including an in-depth discussion of the recently adopted Pay Ratio Rule that will first impact annual proxy statements in 2018.
In this two-hour LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will help executives, investors, and compensation lawyers understand the important aspects of these impending executive compensation disclosure rules. They will provide an update on the proposed rules as well as offer best practices in developing and implementing an effective plan for compliance with the Pay Ratio Rule.
Key topics include:
- Overview of Dodd-Frank Wall Street Reform and Consumer Protection Act
- Goals of Dodd-Frank
- Current status of rule-making initiatives:
- Pay Ratio Rule (final)
- Pay for Performance Rule (proposed)
- Clawback Rules (proposed)
- Hedging Disclosure Rule (proposed)
- Key Components of the Pay Ratio Rule:
- Which companies are covered
- Compliance deadlines and transition periods
- What the disclosure will look like
- How to identify the median employee
- How to calculate the pay ratio
- How to prepare for compliance
Shane J. Stroud, Special Counsel
Cadwalader, Wickersham & Taft LLP
- Goals of Dodd-Frank: Regulating Executive Compensation
- Overview of Dodd-frank Wall Street Reform and Consumer Protection Act
- Brief History of Executive Compensation Regulation
- DODD-FRANK’S EXECUTIVE COMPENSATION PROVISIONS
- THE DODD-FRANK ACT & EXECUTIVE COMPENSATION
- Voluntary “Say on Pay”
- How Does “Say on Pay” Work?
- Say on Golden Parachute Votes
- Avoiding a Negative Say on Pay Vote
- Say on Pay & Activist Investors
- Consequences of a Negative Say on Pay Vote
- Avoiding a Negative Say on Pay Vote
- SEC Proposed Compensation Clawback Rules
- SEC Proposed Pay for Performance Rules
- SEC Proposed Hedging Disclosure Rules
Margaret D. Farrell, Securities Law Group Chair
Hinckley, Allen & Snyder LLP
- What employees are included/excluded from the pay ratio calculation?
- How do you identify the median employee?
- How do you calculate “annual total compensation”?
- Pay ratio disclosure requirements and considerations
- What should companies be doing now?
Susan Stoops Ancarrow, Partner
Troutman Sanders LLP
- Which companies are covered?
- What are the compliance deadlines/transition periods?
- What will the new disclosure look like?
- What do boards need to know now?
- What are companies thinking about?
Who Should Attend:
- Employee Benefits and Executive Compensation Practicing Lawyers
- Corporate Governance Attorneys
- Executive Officers
- Chief Compliance Officers
- Chief Financial Officers
- Chief Administrative Officers
- Employee Benefits and Executive Compensation Counsel
- Other Related Professionals
Shane Stroud’s practice focuses on a wide variety of matters in the areas of employee benefits and executive compensation, including those related to mergers, acquisitions, spin-offs, initial public offerings and other extraordinary corporate events (such as private equity and leveraged buyout transactions). Shane also routinely advises clients on excessive compensation, golden parachute and deferred compensation issues.
Shane Stroud’s practice focuses on a wide variety of matters in the areas of employee benefits and executive compensation, including …
Peggy chairs the firm's Securities Law Group and focuses her practice in the area of corporate and securities law, with extensive experience in business and capital formation, mergers and acquisitions (both domestic and cross border), corporate restructurings, strategic alliances, and corporate governance matters. She has broad securities law expertise, including private equity and venture capital financings and public debt and equity offerings, 1934 Act compliance issues, proxy contests, and investment company, investment adviser and broker-dealer registration and regulation. Peggy has served as outside general counsel to a wide array of public and private business concerns, providing advice on business strategies and their legal ramifications. She regularly counsels directors and officers on executive compensation and regulatory compliance matters and evolving best practices in corporate governance.
Peggy chairs the firm's Securities Law Group and focuses her practice in the area of corporate and securities law, with …
Susan Ancarrow's practice focuses on the public reporting, corporate governance and executive compensation needs of public companies. She represents numerous public companies with respect to periodic disclosure obligations, corporate governance issues, annual and special meetings of shareholders, exchange and OTCBB listing issues, beneficial ownership reporting, and securities law aspects of executive compensation. Susan also advises public companies with respect to equity and debt offerings, stock repurchase programs, and mergers and acquisitions. She advises public companies across a wide range of industries and has a special focus on state and national community banks and their holding companies. Susan also regularly serves as trustee’s counsel in public equity and debt offerings.
Susan Ancarrow's practice focuses on the public reporting, corporate governance and executive compensation needs of public companies. She represents numerous …
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About Cadwalader, Wickersham & Taft LLP
At Cadwalader, Wickersham & Taft LLP, we put over 200 years of legal experience and innovation to work for you today. As one of the world's most prominent financial services law firms, we have long-standing client relationships with premier financial institutions, Fortune 500 companies and other leading corporations, government entities, charitable and health care organizations, and individual private clients. We have earned a reputation for crafting innovative business and financial solutions and developing precedent-setting legal strategies to achieve our clients' goals. The result is simple: We stand out from our competition because we help you stand out from yours. Find out what makes us different.
About Hinckley, Allen & Snyder LLP
We are a multiservice law firm offering a full range of legal services and pragmatic business advice to regional, national and international clients, with practices including Construction, Corporate, Litigation, Real Estate, and Trusts & Estates. With our longstanding reputation for creating lasting, meaningful business relationships, we are more than just a law firm. We are a law firm that truly and fully engages with our clients.
The time we invest in understanding our clients and strengthening our business relationships allows for exceptional and effective collaboration between our clients and our legal teams. We are here to answer your questions and ask the right ones. The results we achieve through the strength of our client relationships help explain why our attorneys have been recognized by their peers as some of the best in the country, and why so many of our clients would recommend us to others
About Troutman Sanders LLP
Founded in 1897, Troutman Sanders LLP is an international law firm with more than 600 lawyers practicing in 16 offices located throughout the United States and Asia. The firm’s clients range from large multinational corporations to individual entrepreneurs and reflect virtually every sector and industry. The firm’s heritage of extensive experience, exceptional responsiveness and an unwavering commitment to service has resulted in strong, long-standing relationships with clients across the globe. In recognition of the firm’s strong service culture, Troutman Sanders has been on the BTI Client Service A-Team for 11 consecutive years.