Legal Series Say on Pay and Executive Compensation Litigation
One of the key trends affecting companies of all sizes is the derivative lawsuits filed by shareholders in relation to say-on-pay votes and strike suits alleging inadequate disclosure of the terms of such programs. Common grounds for shareholder derivative lawsuits include breach of fiduciary duties through the pursuance of executive compensation plans despite shareholders’ disapproval; vote on say-on-pay is negative; and company experienced poor financial performance among others. Aggressive plaintiff lawyers are also bringing suits seeking to enjoin shareholder votes based upon a claim of insufficient disclosure of the executive compensation programs. Though most of the complaints are without merit and many have been dismissed due to failure of plaintiffs to satisfy demand standards, this recent trend will likely continue. Employers and their board of directors must be ahead of the curve and gain a complete understanding of recent developments in say on pay and executive compensation litigation and what these could mean to their business.
In a two-hour LIVE webcast, a panel of distinguished thought leaders assembled by The Knowledge Group will offer substantive discussions this significant topic, cite and analyze recent cases and offer best practices to avoid potential costly litigation pitfalls.
Introduction: Mention of the 3 waves and that we will discuss what they are, how they came about, and what to do about them. What might be on the horizon for 2013:
- First Wave: Say on Pay Lawsuits
- Recap of SOP rules. What does the statute say?
- What have been SOP results
- Perhaps an update for 2013
- How does ISS figure into SOP? What are their concerns?
- Who ended up getting sued? Was it just notable failures, or any failure?
- What were the results of the suits? Is there still something to worry about?
- If yes, what should companies do?
- Second Wave: Disclosure Suits
- What are the disclosure rules? What do they mandate and what are based on judgment and materiality?
- What are the lawsuits about?
- SOP Disclosure Suits
- Equity plan suits
- What has happened so far? What are the statistics?
- Who might be at risk?
- What did Symantec and Microsoft say?
- What might the future bring?
- What should companies do?
- What do we think about the allegations from a qualitative disclosure standpoint? Go through each of the allegations and discuss best practices as a what should the company. Should take a long time
- Perhaps some time spend on pay for performance and different approaches
- Third Wave: [I’m actually not sure of this category. Is these the 162(m) suits?]
- Crystal Ball gazing
- What is new for 2013? What trends have we seen?
- Where might be the next wave of litigation?
Who Should Attend:
– Financial Officers
– Employee Benefits and Executive Compensation Practicing Lawyers
– Compensation and Benefits Consultants
– Senior Management
– HR Executives
– Benefits Managers
Ana Damonte is Counsel in the Litigation Section of Pillsbury’s San Francisco office. Ms. Damonte represents clients in securities and commercial litigation involving complex financial and accounting issues. Prior to law school, Ms. Damonte spent several years as an auditor for two large companies and was licensed as a Certified Public Accountant. This real world experience spent analyzing complex business transactions and conducting operational and financial audits gives Ms. Damonte a unique understanding of financial and accounting issues arising in securities and commercial litigation. Over the course of her career, Ms. Damonte has represented officers and directors and/or majority shareholders in actions asserting violations of federal or state securities laws or breach of fiduciary duties.
Ana Damonte is Counsel in the Litigation Section of Pillsbury’s San Francisco office. Ms. Damonte represents clients in securities and …
Steve Seelig is the executive compensation counsel for Towers Watson’s Research and Information Center in Washington, D.C. His expertise includes the taxation, accounting and legal implications (including SEC disclosure requirements) of all forms of executive compensation and perquisite programs.
Steve Seelig is the executive compensation counsel for Towers Watson’s Research and Information Center in Washington, D.C. His expertise includes …
Martin Somelofske is a Senior Principal and Northeast Practice Leader for Executive Compensation in Hay Group’s Metro New York office.
Martin has 20 years of experience providing executive compensation advisory services to a broad range of public and privately held organizations in diverse industries. Martin advises Boards and executives on all matters related to executive compensation and benefits.
Martin’s expertise centers on performance management, executive reward program design, and the alignment of reward programs with organizational and stakeholder value. In addition, Martin often assists clients with Board governance issues.
Martin is a frequent speaker at national and regional conferences as well as presenting often to Boards and compensation committees. In addition to authoring several published articles, Martin has also made numerous presentations at universities and human resources conferences around the world including those in Dublin, Hong Kong, Seoul, Singapore, Beijing, Shanghai, and Guangzhou.
Prior to joining Hay Group, Martin was a Managing Director with PwC and was Principal and Practice Leader of the Compensation Consulting Group for Deloitte Consulting LLP in New York. Martin also previously worked with KPMG Peat Marwick and in the Washington, D.C. office of Towers Perrin. He began his career with the Sibson Company in Princeton, N.J.
Martin Somelofske is a Senior Principal and Northeast Practice Leader for Executive Compensation in Hay Group’s Metro New York office. …
John is a Member of McDonald Hopkins LLC, in the Executive Compensation and Governance and Employee Benefits practice groups. John has extensive experience assisting mid-sized and Fortune 500 companies with employee benefits and executive compensation issues and opportunities, including benefits issues arising in mergers and acquisitions and bankruptcies, and the design and implementation of qualified and non-qualified retirement and benefits programs including ESOPs, defined benefit and defined contribution plans, cash balance programs, nonqualified deferred compensation plans, stock option and other equity participation programs, VEBAs and SERPs.
For the past four years, John was the national President of one of the largest U.S. employee benefits professional organizations, the Worldwide Employee Benefits (WEB) Network. John frequently speaks on various employee benefits topics and has been quoted and interviewed in numerous magazines and newspapers regionally and nationally.
John is a Member of McDonald Hopkins LLC, in the Executive Compensation and Governance and Employee Benefits practice groups. John …
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Method of Presentation:
On-demand Webcast (CLE)
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About Pillsbury Winthrop Shaw Pittman LLP
Pillsbury Winthrop Shaw Pittman is a full-service law firm with a keen industry focus on the energy and natural resources, financial services, real estate and construction, and technology sectors. Based in the world’s major financial, technology and energy centers, Pillsbury counsels clients on global regulatory, litigation and corporate matters. We work in multidisciplinary teams that allow us to anticipate trends and bring a 360-degree perspective to complex business and legal issues—helping clients to take greater advantage of new opportunities and better mitigate risk. This collaborative work style helps produce the results our clients seek
About Towers Watson
Towers Watson is a leading global professional services company that helps organizations improve performance through effective people, risk and financial management. With 14,000 associates around the world, we offer solutions in the areas of employee benefits, talent management, rewards, and risk and capital management.
About Hay Group
Hay Group is a global management consulting firm that works with leaders to transform strategy into reality. We develop talent, organize people to be more effective and motivate them to perform at their best. Our focus is on making change happen and helping people and organizations realize their potential. We have over 2600 employees working in 85 offices in 48 countries. Our insight is supported by robust data from over 125 countries. Our clients are from the private, public and not-for-profit sectors, across every major industry. For more information please contact your local office throughwww.haygroup.com.
About McDonald Hopkins
McDonald Hopkins is a business advisory and advocacy law firm with offices in six strategic locations – Chicago, Cleveland, Columbus, Detroit, Miami, and West Palm Beach.
Despite the complexity and uncertainty in the world today, McDonald Hopkins has more than 140 attorneys focused on insightful legal solutions to help clients strategically plan for an increasingly competitive future. They have a more than 80-year track record of counseling clients through the most difficult times. Their client teams are focused on providing insight for your greatest business and legal challenges and foresight for the issues on the horizon. Attorney Insight. Business Foresight.®