Executive Compensation: Strategy, Design, and Implementation - CLE, Continuing Legal Education - ALI CLE.org
Executive Compensation: Strategy, Design, and Implementation
  • Thursday-Friday
  • June 20-21, 2013
  • Convene
  • New York, NY
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Shipped to you: Printed Coursebook | MP3 CD-ROM | DVD Video

Available Online: | Coursebook

Why You Should Attend

The 2013 proxy season is sure to be a momentous one! The increased implementation of clawback provisions, the continuing evolution of Section 409A and 162(m) practices in the absence of Internal Revenue Service guidance, the focus on increasing tax revenue, and the design issues inherent in aligning pay with performance cloud the already-muddied waters of executive compensation policies and practices. New stock exchange listing standards, shifting “best practices,” legislated “say on pay,” and other Dodd-Frank requirements that have emboldened institutional investor activism and spurred pay litigation are affecting how compensation committees are approaching – and disclosing – their pay decisions and practices. Meanwhile, across all sectors, negotiation and renegotiation of CEO employment contracts continue, with action dictated by increased disclosure, corporate governance principles, and ethical issues.


Attend this annual, advanced course of study, comprising 13 hours of instruction, including one hour of ethics, so that you can learn about the most recent legislative and regulatory initiatives and gain a better understanding of what the future holds in consideration of these important legal developments in executive and director compensation.


A diverse faculty of private counsel, technical experts, and former and current government officials from the Securities and Exchange Commission, Department of Treasury, and the IRS examine the ever-evolving aspects of executive compensation from the legal, tax, accounting, and business perspectives.

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What You Will Learn

Experts offer comprehensive analysis of the most relevant executive and director compensation issues facing practitioners and human resource professionals. Topics include:


Late-breaking developments and current trends

Strategies and tactics in negotiating CEO arrangements

Accounting issues

Notes from the Department of Treasury and the Internal Revenue Service

Sections 409A, 280G, and issues in mergers and acquisitions

Clawback provisions

Latest section 409A and section 162(m) problems and solutions

Ethical issues (one hour)

Lessons learned from the 2013 proxy season

Performance awards

Litigation challenges to compensation disclosures


Time is reserved each day to address registrants’ questions.

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Who Should Attend

In-house and outside legal counsel, executive compensation advisors, human resource professionals, experienced practitioners seeking to keep current with the rapid legal changes in executive compensation law, and lawyers with some experience seeking an understanding of the key concepts that must be mastered to practice in this area should attend this accredited continuing legal education program from ALI CLE.

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Planning Chairs

Mark A. Borges, Principal, Compensia, Inc., Corte Madera, California

Scott P. Spector, Fenwick & West LLP, Mountain View, California

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Juliano Banuelos, Orrick, Herrington & Sutcliffe LLP, San Francisco

Kristine Bhalla, ClearBridge Compensation Group, LLC, New York

Amy L. Blackman, Fried, Frank, Harris, Shriver & Jacobson LLP, New York

George H. Bostick, Benefits Tax Counsel, U.S. Department of the Treasury, Washington, D.C.

Brian V. Breheny, Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C.

Renata J. Ferrari, Ropes & Gray, Boston

Edmond T. FitzGerald, Davis Polk & Wardwell LLP, New York

Jeremy L. Goldstein, Wachtell Lipton Rosen & Katz, New York 

Amy L. Goodman, Gibson, Dunn & Crutcher LLP, Washington, D.C.

Steven E. Hall, Managing Director, Steven Hall & Partners, LLC, New York

Daniel L. Hogans, Morgan Lewis & Bockius LLP, Washington, D.C.

Arthur H. Kohn, Cleary Gottlieb Steen & Hamilton LLP, New York

Stephen A. LaGarde, Deloitte Tax LLP, Washington, D.C.

Andrew C. Liazos, McDermott, Will & Emery, Boston

Charmaine L. Slack, Jones Day, New York

Martha N. Steinman, Hogan Lovells, New York

Laura G. Thatcher, Alston & Bird LLP, Atlanta

Joseph M. Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California


ALI CLE Program Attorney: Kevin O’Connor (koconnor@ali-cle.org)

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Program Schedule

Thursday, June 20, 2013

7:45 a.m. Registration and Continental Breakfast

8:40 a.m. Administrative Remarks – ALI CLE Staff

Video Webcast Segment A | $329

8:45 a.m. Overview of Executive Compensation and Director Compensation Practices and Trends — Mr. Hall

9:45 a.m. Executive Compensation Accounting Issues —Mr. LaGarde

10:45 a.m. Networking and Refreshment Break

11:00 a.m. Latest Nits and Nuances under Sections 409A and 162(m) — Messrs. Hogans and Liazos

12:00 noon Questions and Answers

12:15 p.m. Lunch Break

Video Webcast Segment B | $329

1:30 p.m. The Treasury and IRS Speak — Mr. Bostick and Ms. Steinman

2:30 p.m. 409A, 280G, and Issues in Mergers and Acquisitions — Mr. FitzGerald and Ms. Slack

3:30 p.m. Networking and Refreshment Break

3:45 p.m. Strategies and Tactics in Negotiating CEO Arrangements — Messrs. Goldstein and Yaffe

4:45 p.m. Questions and Answers

5:00 p.m. Adjournment for the Day


Friday, June 21, 2013

8:30 a.m. Continental Breakfast and Networking Session

Video Webcast Segment C | $329

8:45 a.m. Late-Breaking Developments — Mr. Kohn

9:45 a.m. 2012 Proxy Season: Lessons Learned; Lessons Failed — Mr. Borges and Ms. Goodman

10:45 a.m. Networking and Refreshment Break

11:00 a.m. Proxy Statements and Litigation Challenges to Compensation Disclosures — Ms. Blackman and Mr. Breheny

12:00 noon Questions and Answers

12:15 p.m. Lunch Break

Video Webcast Segment D | $329

1:30 p.m. Drill Down on Clawbacks — Mss. Ferrari and Thatcher

2:30 p.m. Performance Awards in Today’s World – Ms. Bhalla

3:30 p.m. Networking and Refreshment Break

3:45 p.m. Ethical Issues Revisited — Mr. Banuelos

4:45 p.m. Questions and Answers

5:00 p.m. Adjournment


Total 60-minute hours of instruction: 13, including one hour of ethics
15.5 CPE credit hours in Business (live group and group-internet based programs)

For more information on CLE credits for a particular jurisdiction, click on the “Mandatory CLE Credit” link in the box titled, “Course Details,” at the top left of this web page.

Suggested Prerequisite: Experience in practice in subject matter.

Educational Objective: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of professional competence as a practitioner.

Level of Instruction: Advanced

Click Here for MCLE Credit Information

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Here's what registrants have said about this course:

Kudos from the 2013 presentation:

"I was very pleased with all aspects of this course; the instructors were very topical and knowledgeable; the topics were topical and valuable and the ease of the webcast was excellent! My first time attending this conference/webcast and I will be back!"
"Very informative program. The topics were very germane to issues currently faced by the executive compensation bar."

 "Great course as usual!"

 Kudos from previous presentations:

“Overall great conference with lots of good information from very knowledgeable speakers.”

“This course, which I have attended a half dozen times, does exactly what it promises to do.”

“Great course – very responsive to current events.” – Robert B. Jones, Innovative Compensation and Benefits Concepts LLC, 2010 registrant; ALI-ABA registrant since 1978

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Course Details

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