The Impact of Dodd-Frank Act on Executive Compensation: A 2012 Perspective
Overview:
In 2011, the SEC adopted new rules that call for companies to consider risk associated with compensation plans and the participation of shareholders in executive compensation practices. Companies are likely to face yet another set of challenges as other Dodd-Frank executive compensation provisions are expected to take effect sometime this year.
In a two-hour LIVE webcast, a panel of distinguished experts being assembled by The Knowledge Group will provide an in-depth discussion of the significant issues in the mix including:
- Dodd-Frank Provisions that Impact Executive Compensation
- Review of Existing Rules on Say-on-Pay, Golden Parachutes and Clawbacks
- Voting Guidelines under the ISS
- Compensation Arrangements
- Developing Effective Compensation Strategies, Risk Assessments and Benchmarking Practices
- Preparing for Dodd-Frank Executive Compensation Provisions to Take Effect in 2013
The program will cover the topics above along with a Q&A panel in which the attendees will be invited to ask the speakers questions.
Agenda:
SEGMENT 1:
Barbara R. Mirza , Attorney ,
Skadden, Arps, Slate, Meagher & Flom LLP
- What factors are causing companies to fail Say on Pay?
- What factors are causing companies to have significant year over year increases in their vote percentage from 2011 to 2012?
- How are companies responding to negative vote recommendations by ISS?
SEGMENT 2:
Donald Kalfen, Partner and Senior Consultant,
Meridian Compensation Partners, LLC
- How has say on pay increased the influence of proxy advisory firms and in particular ISS?
- What factors cause ISS to issue a negative vote recommendation on a company’s say on pay proposal and what is the impact of this recommendation on vote outcomes?
- How have companies responded to a negative vote recommendation by ISS?
- What should companies being doing today to ensure (or increase) the likelihood of a positive ISS vote recommendation in 2013?
SEGMENT 3:
Paul Koppel , Attorney,
Simpson Thacher & Bartlett LLP
- How has say on pay changed the proxy presentation of executive compensation?
- How has say on pay altered how companies compensate executives?
- Have supplemental proxy materials helped or hurt
SEGMENT 4:
Paul C. Gluckow , Partner,
Simpson Thacher & Bartlett LLP
- What legal claims have been asserted by shareholders in the wake of failed Say on Pay votes?
- How have courts responded to Say on Pay lawsuits?
- How have the claims in Say on Pay lawsuits changed over time?
- What conclusions can be drawn from the outcomes of prior Say on Pay lawsuits?
SEGMENT 5:
James R. Burke, Partner,
Hinckley, Allen & Snyder LLP
Determining the “fair value” of financial instruments at a particular point in time is often an important issue in litigation and commercial disputes. When markets are efficient the price at which parties transact is the presumptive “fair value” of the security; however, in the absence of efficient markets or reliable pricing data other valuation methods must be used. This presentation will discuss:
- What changes are ahead for compensation committee membership?
- What are the latest regulatory developments facing compensation committees and their compensation consultants, legal advisors and other advisors?
- What additional disclosure will be required in the 2013 proxy statement regarding compensation consultants? What should compensation committees do now in anticipation of the required disclosure?
Who Should Attend:
- CFOs
- Financial Officers
- Employee Benefits and Executive Compensation Practicing Lawyers
- Compensation and Benefits Consultants
- Senior Management
- HR Executives
- Benefits Managers
Barbara Mirza advises clients with respect to issues relating to executive compensation and employee benefits. Her practice focuses primarily on …
Don is a founding partner at Meridian Compensation Partners, LLC. Immediately prior to Meridian, Don was a principal for four …
Paul Koppel is an associate at Simpson Thacher & Bartlett LLP in New York City. Mr. Koppel’s practice focuses on …
Paul Gluckow is a Partner in the New York office of Simpson Thacher & Bartlett LLP, where he is a …
James R. Burke is a partner in the Corporate and Business Group of Hinckley, Allen & Snyder LLP. Based in …
Course Level:
Intermediate
Advance Preparation:
Print and review course materials
Method of Presentation:
On-demand Webcast (CLE)
Prerequisite:
None
Course Code:
124302
Total Credits:
2.0 CLE
Login Instructions:
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SPEAKERS' FIRMS:
About Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps is a global firm of approximately 1,800 lawyers in 23 offices in 13 countries, serving clients in every major financial center and representing many of the largest U.S. and international companies, including approximately one-half of the Fortune 250. With more than 40 practice areas internationally, Skadden advises clients on their most important matters, such as executive compensation and benefits, mergers and acquisitions, corporate finance, litigation, real estate, banking, tax and arbitration. The Executive Compensation and Benefits Group at Skadden helps companies, executives and boards to navigate the complex maze of government regulation of executive compensation and benefits.
Website: http://www.skadden.com/
About Meridian Compensation Partners, LLC
Meridian Compensation Partners is a fully independent executive compensation firm providing trusted counsel to Boards and Management at hundreds of large companies. We consult exclusively on executive and Board compensation matters, including their design, amounts and related corporate governance practices.
Our dozens of consultants throughout the U.S. and in Canada have decades of experience in pay solutions that are responsive to shareholders, reflect good governance principles and align pay with performance. Our partners average almost 25 years of executive compensation experience and collectively serve over 400 clients, primarily at the Board level. We have 12 offices today, with plans to continue to grow to exceed our clients expectations. As a result, our depth of resources, content expertise and Boardroom experience are unparalleled.
Our culture is one in which we regularly share our consulting experiences with each other to the benefit of all of our clients. This knowledge management approach creates shared learning and increases our effectiveness in solving challenging client issues.
Our scale means that we have the ability to help companies through all phases of the economic cycle, as well as transactions and special situations. Our client and consultant retention rates also are among the highest in our industry.
Website: http://www.meridiancp.com/
About Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP is a leading global law firm with offices in New York, Beijing, Hong Kong, Houston, London, Los Angeles, Palo Alto, São Paulo, Tokyo and Washington, D.C. Established in 1884, the Firm currently has more than 800 lawyers. On a world-wide basis, the Firm provides coordinated legal advice on the largest and most complex corporate transactions and litigation matters in industries which include financial services, insurance, power and natural resources, consumer products, services, technology, telecommunications, media, pharmaceuticals and healthcare industries. Cross-border finance, banking and bank regulation, mergers and acquisitions, securities issuance and regulation, project and asset based finance, real estate, asset management, joint ventures, taxation, litigation and dispute resolution are important aspects of the Firm’s practice.
Website: http://www.stblaw.com/
About Hinckley, Allen & Snyder LLP
HINCKLEY, ALLEN & SNYDER LLP is a multi-service New England-based law firm with offices in Boston, Providence, Hartford, Concord and Albany. Founded in 1906, the firm employs over 130 attorneys. Hinckley is committed to providing expert legal counsel and in-depth industry knowledge to many of the region’s publicly held corporations and emerging businesses with both domestic and foreign operations, several of the nation’s and region’s most highly regarded educational institutions, academic medical centers, hospitals, financial institutions, manufacturing companies, and several of the nation’s largest real estate developers and construction companies. For more information about Hinckley, visit www.haslaw.com.
Website: http://www.haslaw.com/