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Preparing for the 2019 Proxy Season: Noteworthy Updates and Developments

Corporate Law

Preparing for the 2019 Proxy Season: Noteworthy Updates and Developments

Live Webcast Date: Thursday, November 08, 2018 at 12:00 pm - 2:00 pm (ET)
Corporate Law Recording

This year's proxy season remained focused on the shifting investor priorities, with environmental, social and governance (ESG) issues at the forefront of engagement discussions and shareholder resolutions. The developments and trends brought by the 2018 proxy season are expected to create a significant impact on the legal and regulatory aspects of next year’s proxy season.

Thus, managers and directors should carefully examine and understand the 2018 trends and developments, in order to prepare for and be ready of the upcoming season.

This Webcast brought by The Knowledge Group will provide the audience with an in-depth analysis of the regulatory developments and institutional investor guidance updates in the 2018 proxy season. They will provide an outlook of what to expect in 2019, while presenting key strategies and practices to avoid risks in this rapidly evolving legal climate.

Key topics include:

  • The 2019 Proxy Season: An Outlook
  • Significant Developments and Trends in 2018
  • Common Risks and Pitfalls
  • Common Red flags
  • What Lies Ahead

Who Should Attend

  • Corporate Governance/Proxy Advisory Professionals
  • Shareholders
  • Institutional Investors
  • C-Suite Executives
  • HR and Compensation Personnel
  • General Counsel
  • In-house Counsel
  • Board of Directors
  • Public Companies

Faculty

Michael Fein

Michael Fein
EVP, Head of US Operations
Kingsdale Advisors, US

Kai H.E. Liekefett

Kai H.E. Liekefett
Partner
Sidley Austin LLP

Patrick Haggerty

Patrick Haggerty
Partner
Pay Governance LLC

Stephen Charlebois

Stephen Charlebois
Principal
Semler Brossy

Gillian Emmett Moldowan

Gillian Emmett Moldowan
Counsel
Shearman & Sterling

SEGMENT 1:
Michael Fein, EVP, Head of US Operations
Kingsdale Advisors, US
  • Review of Notable Developments in 2018
  • Analysis of Current ESG Landscape and Expected Trends
  • Preparation for 2019 Proxy Season

SEGMENT 2:
Kai H.E. Liekefett, Partner
Sidley Austin LLP
  • Shareholder activism and proxy fights have been on record levels in 2018 based on the number of campaigns to date
  • Common campaign themes activists tend to pursue
  • Best practices of advance preparation for shareholder activism

SEGMENT 3:
Patrick Haggerty, Partner
Pay Governance LLC
  • Executive compensation trends
  • Implications of ISS’s new non-employee director assessment of excessive pay

SEGMENT 4:
Stephen Charlebois, Principal
Semler Brossy
  • Trends in executive pay from 2018
  • ESG now in focus, why, and what role does it have in pay programs
  • Long-termism, where executive pay may be headed in the future

SEGMENT 5:
Gillian Emmett Moldowan, Counsel
Shearman & Sterling
  • Director compensation litigation risks and process best practices
  • Trends towards more voluntary disclosure regarding human capital management
  • Focus on perks disclosure

Michael Fein

Michael FeinEVP, Head of US OperationsKingsdale Advisors, US

Michael leverages over 25 years of experience on Wall Street to help clients achieve their objectives in shareholder elections with a particular focus on transactions and activist campaigns. His expertise spans corporate governance, executive compensation, and special situations. Michael’s extensive buy-side experience makes him unique in the valuable insight he provides corporate clients about how to best generate investor support.

Michael began his career as Director of Marketing at Matrix Capital Management. He later traded derivatives as a Member of the American Stock Exchange and served as Portfolio Manager of a technology fund before becoming Principal and Founder of an investment firm that invested over US$500 million on behalf of institutional and individual investors. Prior to joining Kingsdale, Michael was Senior Managing Director at Okapi Partners LLC where he advised clients on numerous high-profile transactions and proxy contests.

Michael holds a Bachelor of Science degree in Economics with a concentration in Finance from the Wharton School of the University of Pennsylvania.

Kai H.E. Liekefett

Kai H.E. LiekefettPartnerSidley Austin LLP

Kai Liekefett is the Chair of Sidley Austin’s Shareholder Activism Practice.  He has over 15 years of experience practicing corporate law in New York, Houston, London, Germany, Hong Kong and Tokyo.  Kai has led more than 30 proxy fights in the last 3 years alone – more than any other defense attorney in the country.  He recently represented Elaine Wynn in her successful proxy contest against Wynn Resorts (the largest proxy contest of the 2018 proxy season) and AmTrust Financial in its successful proxy contest defense against Carl Icahn.  Currently, he is representing Fujifilm against Xerox and Carl Icahn.  Kai was recognized in the 2017 and 2018 editions of Chambers USA as one of only seven leading attorneys for Corporate/M&A: Takeover Defense.  Prior to joining Sidley, Kai was a partner at another global law firm, which he led to the top of the activism defense league tables of Thomson Reuters, FactSet SharkRepellent and Activist Insight in 2016 and 2017.  

Patrick Haggerty

Patrick HaggertyPartnerPay Governance LLC

He specializes in the analysis, design and implementation of executive pay programs that drive shareholder value. Pat consults with publicly-traded, privately-owned and pre-IPO companies in a wide spectrum of industries regarding executive and non-employee director pay programs. His work includes pay level benchmarking (both U.S. and international positions), annual and long-term incentive plan design, and special situations.

Pat has worked with numerous Fortune 500 and other prominent companies, with a particular focus on healthcare companies.

Pat has been published in leading journals and newspapers, including the Directors & Boards, Agenda, and Financier Worldwide. Recently, he has written articles entitled “Activist Shareholders and Executive Compensation”, “Do companies known for innovation use incentive metrics that measure innovation?” and “2016 Compensation Trends in U.S.”

Prior to joining Pay Governance, Pat was a senior consultant in Towers Watson's executive compensation practice.

Pat earned a Master of Science degree in economics at the University of South Carolina and an MBA with a concentration in human resources at Georgia State University.

Stephen Charlebois

Stephen CharleboisPrincipalSemler Brossy

Stephen Charlebois has over 13years of executive and international compensation consulting experience which was gained through a combination of external consulting and in-house roles. He has extensive experience working across a broad spectrum of international executive and management pay issues typically facing global multi-national organizations. Working and living in both Europe and North America helped develop Stephen’s unique perspective on pay.

His current client base is representative of his background and experience and is focused on companies in the Technology, Media, and cyclical/ capital intensive industries.

Before joining Semler Brossy in 2013, he most recently worked for a global multinational organization and a Private Bank/Asset Manager headquartered in Switzerland. Prior to that, he worked with Mercer Consulting’s human capital practice in both Calgary, Canada and Geneva, Switzerland.

Gillian Emmett Moldowan

Gillian Emmett MoldowanCounselShearman & Sterling

Gillian Emmett Moldowan is counsel in Shearman & Sterling’s Compensation, Governance & ERISA practice.  She advises companies, boards of directors, executives and investors on compensation and benefit matters, including equity-based incentives, deferred compensation programs and employment, retention and severance arrangements. Her practice focuses in particular on issues that arise in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, corporate governance, trading rules (including Section 16) and the negotiation of executive employment arrangements. Ms. Moldowan also advises on the applicability of federal securities law, tax law and general employment-related legal issues.

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   Experience in Corporate Law

Course Code:
   147497

NY Category of CLE Credit:
   Areas of Professional Practice

Total Credits:
   2.0 CLE

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About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

About the Knowledge Group

The Knowledge Group

The Knowledge Group has been a leading global provider of Continuing Education (CLE, CPE) for over 13 Years. We produce over 450 LIVE webcasts annually and have a catalog of over 4,000 on-demand courses.

With offices in New York and Toronto, Kingsdale Advisors is a global leader in strategic advisory, corporate governance, and proxy solicitation services. We have been engaged on many of the highest profile proxy contests and largest M&A transactions in North America.

Since 2003, public companies have relied on Kingsdale Advisors to provide expert thought leadership, strategic proxy and governance consulting, and effective communications with both institutional and retail investors as well as proxy advisory firms.

Kingsdale offers a comprehensive suite of specialized services designed to support issuers through the entire lifecycle of a proxy contest, corporate action, or annual meeting. Our expert team of dedicated professionals is committed to providing individualized solutions to suit each client’s unique needs.

Website: http://www.kingsdaleadvisors.com/

Sidley is one of the largest U.S. law firms in the world with over 2,000 lawyers and 20 offices in commercial, financial and regulatory centers worldwide.

Website: https://www.sidley.com/

Pay Governance LLC is an independent firm that serves as a trusted advisor on executive compensation matters. Our work helps to ensure that our clients' executive rewards programs are strongly aligned with performance and supportive of appropriate corporate governance practices.

We assist in developing an overall framework and governing philosophy, which describes the company’s approach to all aspects of pay. We utilize decision-quality data to assist compensation committees in making fully informed decisions.

We evaluate incentive and other executive program designs to:

  • Ensure that plans meet the company’s philosophy
  • Support corporate strategy and organization
  • Ensure performance measures are appropriate and consistent with the company’s value creation objectives
  • Improve “line of sight”
  • Align executive interests with those of shareholders
  • Be tax, accounting, and dilution efficient
  • Align pay and performance

We keep compensation committees informed and educated on emerging trends and key developments in executive compensation

We perform periodic reviews of executive arrangements, benefits and perquisites from both a “how” and “how much” perspective.

We work with compensation committees to ensure compliance with relevant regulations and best practices.

Website: http://paygovernance.com/

Semler Brossy is an established, independent executive compensation consulting firm founded in 2001. Over the years, our clients have trusted us with their toughest business issues, helping them work through changes in strategic direction, turnaround situations, CEO succession, transactions such as mergers, acquisitions and IPOs, and conflicts between management and the Board. We have built and maintained longstanding corporate and board consulting relationships because we always view issues from a multi-faceted business perspective.

Website: https://www.semlerbrossy.com/

From complex cross-border transactions to exclusively local deals, clients rely on Shearman & Sterling’s vast international network to help accomplish their business goals. The firm has approximately 850 lawyers in 21 offices around the world, and its lawyers come from some 80 countries, speak more than 60 languages and practice US, English, EU, French, German, Italian, Hong Kong, OHADA and Saudi law. They also practice Dubai International Financial Centre law and Abu Dhabi Global Market law.

Website: http://www.shearman.com/

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