HomeWebcastShareholder Activism: Managing & Mitigating Risks in 2018
Online CLE Shareholder Activism CLE

Shareholder Activism: Managing & Mitigating Risks in 2018

Live Webcast Date: Tuesday, March 06, 2018 from 3:00 pm to 5:00 pm (ET)
Business and CorporationRecording

Online CLE Shareholder Activism

Join us for this Knowledge Group Online CLE Shareholder Activism Webinar. Shareholders become activists when they use their influence as owners and lean on the board to make certain changes. This practice, known as shareholder activism, has significantly increased, and the strategies deployed by activists continue to grow in recent years. Investors are continuously seeking to intervene with company management to progress their own agendas which is commonly procuring board changes.

With shareholder activism potentially intensifying further for the next years, companies need to continue developing strategies to prevent and respond to shareholders' concerns. Failure to successfully address dissatisfied shareholders' issues can result in reputational damage and costly legal battles.

In this Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will help companies and directors understand the important aspects of this significant topic. They will provide an in-depth discussion of the recent trends and developments surrounding shareholder activism. Speakers will also offer best practices in developing and implementing strategies in dealing effectively with shareholder activism.

Key topics include:

  • Shareholder Activism—Overview
  • Risks and Pitfalls for Companies
  • How Should Businesses Respond?
  • Best Practices and Strategies
  • Recent Trends and Developments

Who Should Attend

  • Advising Officers
  • Directors
  • Executives and Senior Management
  • In-house Counsel
  • Risk Officers
  • Top Level Management
  • Shareholders
  • Other Related and Interested Professionals

Faculty

Online CLE Shareholder Activism
Shaun Bisman
Principal
Compensation Advisory Partners
Online CLE Shareholder Activism
Gillian Emmett Moldowan
Counsel
Shearman & Sterling LLP
Online CLE Shareholder Activism
Teresa Tomchak
Partner
Farris, Vaughan, Wills & Murphy LLP
Online CLE Shareholder Activism
Lawrence Elbaum
Partner and Practice Co-Leader
Vinson & Elkins

Click Here to Read Additional Material

Online CLE Shareholder Activism

Segment 1

Shaun Bisman, Principal, Compensation Advisory Partners, and Gillian Emmett Moldowan, Counsel, Shearman & Sterling LLP

  • Activists use executive compensation vulnerabilities to enhance their campaigns and agendas
  • Preparedness is key
    • Undertake a regular review of compensation programs from an activist perspective and develop an activist response plan
    • Know your shareholders and proactively engage key shareholders to explain compensation decisions and philosophy
  • Identify the hot-button compensation issues for activists
    • Shareholder activist campaigns that target executive compensation often target high or increasing executive pay during a period of poor financial performance
    • Common themes in activist campaigns include targeting a broad spectrum of topics, ranging from company strategy, governance, and compensation
  • Have an informed and educated compensation committee
    • Critical for the Board to work with management to ensure compensation practices are defensible and supportable in light of company performance and good governance standards
  • Monitor peer group for activist activity
  • Understand non-traditional activism
    • An increasing proportion of activist campaigns are being driven by non-traditional activists, such as individual investors and mutual funds
    • Historically passive institutional investors are becoming more actively engaged in management decisions
  • An overview of how companies react and modify executive compensation programs

 Segment 2

Teresa Tomchak, Partner, Farris, Vaughan, Wills & Murphy LLP

  • The use of litigation in shareholder activism
  • The willingness of courts to intervene and remedies they can grant
  • The willingness of regulators to intervene and remedies they can grant
  • The interplay between different forums available

 

Segment 3

Lawrence Elbaum, Partner and Chief Litigator, Shareholder Activism Response Team Vinson & Elkins

  • Waiting talking points

Online CLE Shareholder Activism

Online CLE Shareholder Activism

Shaun BismanPrincipalCompensation Advisory Partners

Shaun Bisman at Principal at Compensation Advisory Partners in New York. He has 10 years of experience consulting to management and compensation committees. He provides compensation consulting services to both public and privately-held companies, assisting with incentive plan design, peer group development, performance measurement, pay for performance validation and director compensation. He has significant experience in the insurance, financial services and consumer products industries. Shaun authors CAP Thinking articles (CAPintel) and oversees CAP’s Dodd-Frank/Say on Pay research.

Online CLE Shareholder Activism

Gillian Emmett MoldowanCounselShearman & Sterling LLP

Gillian Emmett Moldowan is counsel in Shearman & Sterling’s Compensation, Governance & ERISA practice. She advises on compensation and benefit arrangements, including equity-based incentives, deferred compensation and employment, retention and severance arrangements, with emphasis on disclosure and issues arising in mergers and acquisitions transactions and securities offerings. Ms. Moldowan also advises executives and employers on the applicability of federal securities law, tax law and general employment-related matters. She regularly counsels clients on proxy disclosure, Section 16 and corporate governance matters and the negotiation of executive employment arrangements.

Online CLE Shareholder Activism

Teresa TomchakPartnerFarris, Vaughan, Wills & Murphy LLP

Teresa is a partner at Farris, Vaughan, Wills & Murphy LLP.  Teresa has extensive experience in securities litigation and regulation.  Teresa has been involved in numerous shareholder disputes, hostile take-over bids, proxy fights, contested plans of arrangement and securities class actions. Teresa has represented clients during investigations and enforcement hearings before various provincial securities commissions and IIROC. Teresa is a co-author of CLE’s award winning text, British Columbia Business Disputes. Teresa was recognized by Lexpert as one of Canada’s leading lawyers under 40, she is recognized as a litigation star by Benchmark Canada and she is also recognized by Best Lawyers in Canada in the area of Securities Law.

Online CLE Shareholder Activism

Lawrence ElbaumPartner and Practice Co-LeaderVinson & Elkins

Lawrence is a member of V&E’s Shareholder Activism Response Team. He has defended over 20 proxy fights over the past two years.

Select Representative Experience

  • SandRidge Energy in its proxy contest defense against Carl Icahn
  • Ruby Tuesday in connection with a threatened proxy contest by Engaged Capital
  • Rice Energy in its $6.7 billion merger with EQT Corporation, which was approved despite opposition from activist JANA partners
  • Matrix Service Company in its proxy contest defense against Engine Capital

Online CLE Shareholder Activism

Course Level:
   Intermediate

Advance Preparation:
   Print and review course materials

Method Of Presentation:
   On-demand Webcast

Prerequisite:
   Experience in corporate law

Course Code:
   146946

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.

CAP is a leading independent consulting firm specializing in executive and director compensation and related corporate governance matters. Our consultants have served as independent adviser to Boards and senior management at many leading companies in the areas of compensation strategy, program design and in promoting sound corporate governance principles.

Website: https://www.capartners.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 20 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: https://www.shearman.com/

Farris, Vaughan, Wills & Murphy LLP is a leading BC Law Firm with offices in Vancouver, Kelowna, and Victoria. This full-service firm represents some of the largest public and private institutions and corporations in the province, offering versatile and innovative approaches to legal issues for over 100 years. Farris balances a strong regional presence with an expanding international practice that includes U.S., European, and Asia-Pacific based clients. Farris offers a full range of legal services in the areas of corporate law, tax & wealth management, litigation, and labour and employment.

Website: https://www.farris.com/

For more than 100 years, Vinson & Elkins has provided innovative and commercially-focused legal counsel and top-tier service to sophisticated business enterprises in numerous industries. The firm’s deep bench of more than 700 lawyers collaborating across 16 offices globally allows a multi-disciplinary and full-service approach, whether companies need guidance on transactions, regulatory or litigation matters. Our lawyers concentrate in the areas of private equity, mergers and acquisitions, joint ventures, project developments, financings, arbitrations, lawsuits, investigations, environmental matters, tax cases, intellectual property matters, and restructurings/reorganizations.

Website: https://www.velaw.com/

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