HomeWebcastThe SEC’s New Guidance on Shareholder Proposals: Implications Explored
Online CLE Proxy Season CLE

The SEC’s New Guidance on Shareholder Proposals: Implications Explored

Live Webcast Date: Monday, October 28, 2019 from 12:00 pm to 1:30 pm (ET)
Corporate Law (CLE)SEC CLE & CPESecurities Law (CLE)Recording

Online CLE Proxy Season

Join us for this Knowledge Group Online CLE Proxy Season Webinar. The legal landscape for shareholder proposals is evolving unceasingly as regulatory developments continue to emerge in the backdrop. In October 2018, the U.S. Securities and Exchange Commission (SEC) released its Staff Legal Bulletin No. 14J (SLB 14J) on shareholder proposals. Although SLB 14J as well as the Staff no-action decisions from the 2019 proxy season provided substantial guide on shareholder proposals, the path forward for proponents and companies alike remains unpredictable and unclear.

Thus, it is necessary for companies to keep themselves abreast of the latest developments to ensure compliance and avoid risk issues.

In this Webcast, a panel of key thought leaders and professionals assembled by The Knowledge Group will provide the audience with an in-depth analysis of the implications of SEC's new guidance on shareholder proposals. Speakers will also offer the best compliance practices moving forward.

Key topics include:

  • SEC’s New Shareholder Proposals Guidance
  • The 2019 Proxy Season Takeaways
  • Emerging Trends and Developments
  • Red Flags
  • Best Compliance Strategies
  • 2020 Proxy Season Outlook

Agenda

Gillian Emmett Moldowan, Partner
Shearman & Sterling LLP

  • 2019 Trends
  • 2019 Bottom Line
  • 2020 Expected Trends & Engagement Strategies
  • Seeking Exclusions- 14a-8 Background

Edward G. Olifer, Partner
Kilpatrick Townsend & Stockton LLP

  • Uncharted Territory: The Significant Impact of Corp Fin’s September 6, 2019 Announcement on Shareholder Proposal No-action Letter Requests
    • The significant impact of Corp Fin’s September 6, 2019 announcement on shareholder proposal no-action letter requests
    • Breaking down the key elements of the new guidance
    • What will an oral response look like?
    • Preparing for the abyss: What happens if the Staff declines to state a view on your no-action request?
    • The implications of a “no view” review
    • Great expectations: The role of the Board of Directors in the shareholder proposal process
    • Staff Legal Bulletin 14J (October 2018)
    • Inclusion of a board analysis: Takeaways from the 2017–2018 proxy season
    • Inclusion of a board analysis: Takeaways from the 2018–2019 proxy season
    • Initial thoughts and red flags about including board analysis in the 2019–2020 proxy season no-action requests
    • Other related takeaway question: Is the “economic relevance” exclusion in vogue?

Who Should Attend

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

Online CLE Proxy Season

Gillian Emmett Moldowan, Partner
Shearman & Sterling LLP

  • 2019 Trends
  • 2019 Bottom Line
  • 2020 Expected Trends & Engagement Strategies
  • Seeking Exclusions- 14a-8 Background

Edward G. Olifer, Partner
Kilpatrick Townsend & Stockton LLP

  • Uncharted Territory: The Significant Impact of Corp Fin’s September 6, 2019 Announcement on Shareholder Proposal No-action Letter Requests
    • The significant impact of Corp Fin’s September 6, 2019 announcement on shareholder proposal no-action letter requests
    • Breaking down the key elements of the new guidance
    • What will an oral response look like?
    • Preparing for the abyss: What happens if the Staff declines to state a view on your no-action request?
    • The implications of a “no view” review
    • Great expectations: The role of the Board of Directors in the shareholder proposal process
    • Staff Legal Bulletin 14J (October 2018)
    • Inclusion of a board analysis: Takeaways from the 2017–2018 proxy season
    • Inclusion of a board analysis: Takeaways from the 2018–2019 proxy season
    • Initial thoughts and red flags about including board analysis in the 2019–2020 proxy season no-action requests
    • Other related takeaway question: Is the “economic relevance” exclusion in vogue?

Online CLE Proxy Season

Online CLE Proxy Season

Gillian Emmett MoldowanPartnerShearman & Sterling LLP

Gillian Emmett Moldowan is a partner in the 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 at the intersection of human capital management and corporate governance and in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.

Online CLE Proxy Season

Edward G. OliferPartnerKilpatrick Townsend & Stockton LLP

Ed Olifer is the Managing Partner of Kilpatrick Townsend's Washington, D.C. office. He advises companies and their boards on a broad range of SEC disclosure compliance matters, mergers and acquisitions, capital formation transactions, and complex corporate governance issues. He advises public companies on SEC reporting and proxy disclosures. He also helps clients strategically prepare for their annual meetings of shareholders, including with respect to shareholder engagement and responding to shareholder proposals. In addition, he advises on corporate governance matters and best practices, including board independence issues and governing documents, such as bylaws, committee charters and board policies.

Mr. Olifer regularly represents a variety of companies in the financial services industry, including publicly and privately owned financial institutions, mutual member-based financial institutions, credit unions, start-up/de novo entities and investment banking firms. He has extensive experience in counseling clients on financial institution regulatory and compliance matters, and advises clients regarding federal and state charter selection and conversion options and procedures.


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Online CLE Proxy Season

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   General knowledge of securities law

Course Code:
   148028

NY Category of CLE Credit:
   Areas of Professional Practice

Total Credits:
    1.5 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.

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/

With more than 600 attorneys worldwide, Kilpatrick Townsend serves clients throughout the U.S., Europe, and Asia, bringing expertise in intellectual property, litigation, and corporate transactional matters. Our integrated connectivity gives us the accessibility required to successfully handle our clients’ complex national and international interests, while creating the best solutions worldwide.

Kilpatrick Townsend’s lawyers are fully engaged in the success of the firm's clients. A passionate focus on client service is the foundation of our success – from hiring multinational, cross-industry, and cross-practice area talent to meeting existing and anticipated client needs, to instilling in every employee a commitment to exceptional client service.

Website: https://www.kilpatricktownsend.com/

Gillian Emmett Moldowan is a partner in the 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 at the intersection of human capital management and corporate governance and in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.

Ed Olifer is the Managing Partner of Kilpatrick Townsend's Washington, D.C. office. He advises companies and their boards on a broad range of SEC disclosure compliance matters, mergers and acquisitions, capital formation transactions, and complex corporate governance issues. He advises public companies on SEC reporting and proxy disclosures. He also helps clients strategically prepare for their annual meetings of shareholders, including with respect to shareholder engagement and responding to shareholder proposals. In addition, he advises on corporate governance matters and best practices, including board independence issues and governing documents, such as bylaws, committee charters and board policies.

Mr. Olifer regularly represents a variety of companies in the financial services industry, including publicly and privately owned financial institutions, mutual member-based financial institutions, credit unions, start-up/de novo entities and investment banking firms. He has extensive experience in counseling clients on financial institution regulatory and compliance matters, and advises clients regarding federal and state charter selection and conversion options and procedures.

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