HomeWebcastProxy Season – What you need to know in 2011
Proxy Season CLE

Proxy Season – What you need to know in 2011

Live Webcast Date: Monday, February 14, 2011 from 12:00 pm to 2:00 pm (ET)
Legal (CLE)Recording

Proxy Season

Join us for this Knowledge Group Proxy Season Webinar. The Dodd-Frank Act and Consumer Protection Act enacted last July 2010 has significant implications for the upcoming proxy season. In this Knowledge Group webcast, a panel of speaker experts and thought leaders will discuss the latest and the hottest topics related to the proxy season. Some of the topics that will be covered are:

  • “Say-on-pay”
  • Golden parachute disclosures
  • The Dodd Frank impact on future proxy disclosures
  • New disclosures in last year’s proxy season & SEC comments
  • Director elections and proxy access
  • Proxy plumbing issues

This 2-hour webcast was specifically tailored to keep you abreast of proxy developments and updates. Join this course by clicking on the “Register” button below. Hurry as space is limited and as a bonus, early bird registrants will receive a substantial discount.

Agenda

David Martin, Partner, Co-Head Securities Practice

Covington & Burling LLP

  • "Say-on-pay"
  • Director elections and proxy access

Laura D. Richman, Counsel

Mayer Brown LLP

  • The Dodd Frank impact on future proxy disclosures
  • Proxy plumbing issues

Doreen E. Lilienfeld, Partner, Executive Compensation and Employee Benefit

Shearman & Sterling LLP

  • Golden parachute disclosures
  • New disclosures in last year’s proxy season & SEC comments

Who Should Attend

  • CPAs
  • Accountants
  • Attorneys
  • Finance Executives/Professionals
  • Senior Management Officers
  • Compliance Officers
  • Shareholders

Proxy Season

David Martin, Partner, Co-Head Securities Practice

Covington & Burling LLP

  • "Say-on-pay"
  • Director elections and proxy access

Laura D. Richman, Counsel

Mayer Brown LLP

  • The Dodd Frank impact on future proxy disclosures
  • Proxy plumbing issues

Doreen E. Lilienfeld, Partner, Executive Compensation and Employee Benefit

Shearman & Sterling LLP

  • Golden parachute disclosures
  • New disclosures in last year’s proxy season & SEC comments

Proxy Season

Proxy Season

David MartinPartner, Co-Head Securities PracticeCovington & Burling LLP

David Martin is co-head of Covington & Burling LLP’s securities practice and advises corporations and other entities, directors, financial professionals, investors and other clients in securities regulation and transactional matters. He has led teams of lawyers in corporate finance, business combination and other change of control transactions, including public offerings, spin-offs, proxy contests, and tender offers. He also counsels public companies and their boards, senior executives and investors in a range of regulatory and governance matters, including proxy solicitations, shareholder proposals and commmunications and meetings of shareholders. His practice includes enforcement cases before the U.S. Securities and Exchange Commission, internal investigations and corporate compliance issues. Mr. Martin is consistently recognized by Chambers USA as one of “America’s Leading Business Lawyers” (2005-2010). His career also includes seven years of service with the SEC, where, prior to joining Covington, he was the Director of the Division of Corporation Finance.

Proxy Season

Laura D. RichmanCounselMayer Brown LLP

Laura Richman’s wide-ranging corporate and securities practice has a strong focus on corporate governance issues and Securities and Exchange Commission reporting obligations, including disclosure of matters related to executive compensation, boards of directors and Sarbanes-Oxley compliance. She also advises listed company clients on stock exchange compliance matters. In addition, her practice includes advising clients on transactions such as securities offerings and mergers and acquisitions, as well as providing general securities, corporate, limited liability company and contract advice. Laura has practiced with Mayer Brown since 1981. 

With regard to securities transactions, Laura represents issuers and underwriters in public and private offerings of debt and equity securities (both initial public offerings and offerings of seasoned, public companies), including guidance on federal and state securities law compliance. She also advises issuers in connection with the securities law aspects of employee benefit plans and dividend reinvestment plans, and represents issuers involved in self-tender offers. 

Other transactional matters in which Laura represents corporate clients include acquisitions and dispositions of assets or stock, restructurings (such as holding company formation) and going-private transactions. She also advises investors in leveraged buyout transactions, and represents financial institutions that take equity positions in companies. In takeover transactions Laura counsels clients involved in tender offers and proxy contests, and offers guidance concerning anti-takeover protection provisions. 

Proxy Season

Doreen E. LilienfeldPartner, Executive Compensation and Employee BenefitShearman & Sterling LLP

Ms. Lilienfeld is a partner in the Executive Compensation & Employee Benefits Group. She has been involved in a wide variety of compensation-related matters, including the design and implementation of compensation plans, regulatory compliance, proxy statements and employment negotiations with senior executives. Additionally, she has primary responsibility for compensation and benefits issues relating to corporate finance, private equity and other mergers and acquisitions transactions. Ms. Lilienfeld has advised both U.S. and non-U.S. issuers on corporate governance issues, Sarbanes-Oxley requirements and stock exchange regulations relating to compensation and benefits matters.

Ms. Lilienfeld has been resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling. She became a partner in January 2002.

Regularly advises individual executives of public companies and private enterprises on employment, severance and retention issues, including the executive team of Intelsat in connection with the company’s acquisition by a private equity buyer and through management changes following merger of equals, the management team of Applied Films, Inc. in its acquisition by Applied Materials and the management team of USI Holdings, Inc. in connection with its acquisition by Goldman Sachs Capital Partners


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Proxy Season

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   NONE

Course Code:
   104089

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.

Covington & Burling LLP, an international law firm, provides corporate, litigation, and regulatory expertise to enable clients to achieve their goals. Founded in 1919, the firm has more than 800 lawyers and offices in Beijing, Brussels, London, New York, San Diego, San Francisco, Silicon Valley, and Washington, DC.

David Martin is co-head of Covington & Burling LLP’s securities practice and advises corporations and other entities, directors, financial professionals, investors and other clients in securities regulation and transactional matters. He has led teams of lawyers in corporate finance, business combination and other change of control transactions, including public offerings, spin-offs, proxy contests, and tender offers. He also counsels public companies and their boards, senior executives and investors in a range of regulatory and governance matters, including proxy solicitations, shareholder proposals and commmunications and meetings of shareholders. His practice includes enforcement cases before the U.S. Securities and Exchange Commission, internal investigations and corporate compliance issues. Mr. Martin is consistently recognized by Chambers USA as one of “America’s Leading Business Lawyers” (2005-2010). His career also includes seven years of service with the SEC, where, prior to joining Covington, he was the Director of the Division of Corporation Finance.

Laura Richman’s wide-ranging corporate and securities practice has a strong focus on corporate governance issues and Securities and Exchange Commission reporting obligations, including disclosure of matters related to executive compensation, boards of directors and Sarbanes-Oxley compliance. She also advises listed company clients on stock exchange compliance matters. In addition, her practice includes advising clients on transactions such as securities offerings and mergers and acquisitions, as well as providing general securities, corporate, limited liability company and contract advice. Laura has practiced with Mayer Brown since 1981. 

With regard to securities transactions, Laura represents issuers and underwriters in public and private offerings of debt and equity securities (both initial public offerings and offerings of seasoned, public companies), including guidance on federal and state securities law compliance. She also advises issuers in connection with the securities law aspects of employee benefit plans and dividend reinvestment plans, and represents issuers involved in self-tender offers. 

Other transactional matters in which Laura represents corporate clients include acquisitions and dispositions of assets or stock, restructurings (such as holding company formation) and going-private transactions. She also advises investors in leveraged buyout transactions, and represents financial institutions that take equity positions in companies. In takeover transactions Laura counsels clients involved in tender offers and proxy contests, and offers guidance concerning anti-takeover protection provisions. 

Ms. Lilienfeld is a partner in the Executive Compensation & Employee Benefits Group. She has been involved in a wide variety of compensation-related matters, including the design and implementation of compensation plans, regulatory compliance, proxy statements and employment negotiations with senior executives. Additionally, she has primary responsibility for compensation and benefits issues relating to corporate finance, private equity and other mergers and acquisitions transactions. Ms. Lilienfeld has advised both U.S. and non-U.S. issuers on corporate governance issues, Sarbanes-Oxley requirements and stock exchange regulations relating to compensation and benefits matters.

Ms. Lilienfeld has been resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling. She became a partner in January 2002.

Regularly advises individual executives of public companies and private enterprises on employment, severance and retention issues, including the executive team of Intelsat in connection with the company’s acquisition by a private equity buyer and through management changes following merger of equals, the management team of Applied Films, Inc. in its acquisition by Applied Materials and the management team of USI Holdings, Inc. in connection with its acquisition by Goldman Sachs Capital Partners

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