Executive Compensation 2017: |
With the dramatic changes in Washington, how will executive compensation design and practice be affected and how do you advise your clients today?
The regulatory environment in Washington is signaling major financial reforms that will greatly impact the world of executive compensation. The repeal or modification of the Dodd-Frank Act, including many of the executive compensation provisions, is on the table. In the event that Dodd-Frank is fully or partially repealed, and SEC regulation on executive compensation is substantially reduced, shareholders, boards, and proxy advisory firms will demand that a set of replacement measures be implemented to sustain an environment of best practices.
Celebrating its 20th year, this course offers an extraordinary opportunity to engage our esteemed faculty on executive pay design and disclosure issues, and any newly enacted, repealed, or pending executive compensation-related regulations, all in a comprehensive learning experience that only ALI CLE can provide.
Join us in New York as our authoritative faculty of current and former key government, business, legal, and technical experts will discuss the most salient issues in executive compensation in 2017, including the future of the CEO pay ratio rule, how (and whether) the reconstituted SEC is likely to address the remaining pending executive compensation-related rules, and the prospects for future executive pay design and disclosure issues.
Hear a practical and up-to-the-minute analysis of today’s key regulatory issues and other problematic points, including:
Why it will be harder to get your stock plan approved
The latest word from the IRS and Treasury
Whether to keep or remove executive proxy provisions
Delaware corporate law for compensation specialists
What’s new with executive agreements?
Current issues on pay-for-performance
Late-breaking developments in executive compensation
Future of CEO pay ratio rule
Dodd-Frank, and other regulations under the new administration
The course is designed for in-house and outside legal counsel, executive compensation advisors, human resource professionals, experienced practitioners seeking to keep current with the rapid changes in executive compensation, and practitioners with some experience seeking an understanding of the key concepts in executive compensation practice.
Tuition for this on-demand course is: $999.00
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(also on faculty)
Mark A. Borges, Compensia, Inc., San Francisco
Scott Spector, Fenwick & West LLP, Mountain View, California
Yonat Assayag, ClearBridge Compensation Group LLC, New York
C. Alex Bahn, Hogan Lovells US LLP, Washington, D.C.
Rhonda Brauer, Office of New York City Comptroller, New York
Audry X. Casusol, Greenberg Traurig, New York
Susan J. Daley, Perkins Coie, Chicago
Renata Ferrari, Ropes & Gray, Boston
Edmond T. FitzGerald, Davis Polk & Wardwell, New York
Steven E. Hall, Managing Director, Steven Hall & Partners, LLC, New York
Andrew M. Johnston, Morris, Nichols Arshst & Tunnell LLP, Wilmington, Delaware
Arthur H. Kohn, Cleary Gottlieb Steen & Hamilton LLP, New York
Andrew C. Liazos, McDermott Will & Emery LLP, Boston
Robert J. Neis, Benefits Tax Counsel, Office of Tax Policy, U.S. Department of Treasury, Washington, D.C.
J. Mark Poerio, Paul Hastings, Washington, D.C.
John Roe, Managing Director, Institutional Shareholder Services, Inc., Washington, D.C.
Michael J. Segal, Wachtell, Lipton, Rosen & Katz, New York
Charmaine L. Slack, Jones Day, New York
Martha N. Steinman, Hogan Lovells US LLP, New York
Amy Wood, Cooley, San Diego
Joseph M. Yaffe, Skadden, Palo Alto, CA
ALI CLE Staff: Robert Rushton (rrushton@ali-cle.org)
Thursday, June 8, 2017
7:45 a.m. Registration and Continental Breakfast
8:40 a.m. Administrative Remarks – ALI CLE Staff
Video Webcast Segment A
8:45 a.m. Overview of Executive Compensation and Director Compensation Practices and Trends — Mr. Hall
9:45 a.m. Hirings and Firings in 2016/2017 – What Was New/Old in Executive Agreements? — Messrs. Segal and Yaffe
the impact of legislative and regulatory changes on executive employment agreements
addressing (or not) investor and shareholder advisory firm concerns with employment agreement provisions
executive employment agreement issues in M&A
difference between public and private company executive employment agreements
10:45 a.m. Networking and Refreshment Break
11:00 a.m. The “Big Deals” in 2016/2017: A Discussion of Five Big or Significant Transactions — Mr. Fitzgerald and Ms. Slack
12:00 noon Questions and Answers
12:15 p.m. Lunch Break (provided by ALI CLE)
Video Webcast Segment B
1:30 p.m. A Primer on Delaware Corporate Law for Compensation Specialists and the Latest Delaware Cases — Messrs. Liazos and Johnston
2:30 p.m. The Tax Law – What’s Coming for Executive Compensation with the New Administration and What are Continuing Executive Compensation Tax Issues Other than 409A — Mss. Daley and Ferrari
3:30 p.m. Networking and Refreshment Break
3:45 p.m. Employee Stock Plans 2017: Harder and Harder to Get Your Plan Approved — Mr. Roe and Mss. Brauer and Steinman
4:45 p.m. Questions and Answers
5:00 p.m. Adjournment for the Day
Friday, June 9, 2017
8:30 a.m. Continental Breakfast and Networking Session
Video Webcast Segment C
8:45 a.m. Late-Breaking Developments — Mr. Kohn
9:45 a.m. The 2017 Proxy Season: Disclosure in an Uncertain Environment of Transformative Rule Changes— Mr. Borges and Ms. Assayag
Say-on-Pay and Say-on-Frequency results from the 2017 proxy season
Preparing (or not) for CEO pay ratio disclosure
How the proxy advisory firms are filing the void in the current environment
10:45 a.m. Networking and Refreshment Break
11:00 a.m. The Latest Word From the IRS and Treasury — Messrs. Spector and Neis
The status of 409A withholding regulations
New Tax legislation proposed or likely to be proposed affecting executive compensation
Revisiting open issue on Sections 162(m), 280G and 422
12:00 noon Questions and Answers
12:15 p.m. Lunch Break
Video Webcast Segment D
1:30 p.m. Dodd-Frank’s Executive Proxy Provisions – Should They Stay or Should They Go? — Messrs. Bahn and Poerio
2:30 p.m. The “Nine Lives” of Clawback Provisions – Mss. Wood and Casusol
3:30 p.m. Networking and Refreshment Break
3:45 p.m. “Pay-for- Performance” is Not Just Another Buzzword — Mr. Borges and Ms. Wood
How "pay-for-performance" is likely to change if the Dodd-Frank Act is revised or repealed
How companies are using a "pay-for-performance" analysis to support their Say-on-Pay proposal
Will ISS' decision to de-emphasize total shareholder return change how companies present their "pay-for-performance" correlation?
4:45 p.m. Questions and Answers
5:00 p.m. Adjournment
Total 60-minute hours of instruction: 13 credits, including 1 hour ethics
CPE credit hours for this course: 15.5 in: Business (group-live and group-internet based programs)
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
Eastern
Virtually all ALI CLE programs receive credit in AK, AL, AZ, CA, CO, CT, DE, FL, HI, IA, IL, IN, KS, KY, ME, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, PR, SC, TN, TX, UT, VA, VI, VT, WA, WI, WV and WY. Upon request, ALI CLE will apply for credit in ID, LA, and RI. For more information about CLE or CPE credit, email TeamMCLE@ali-cle.org or call 1-800-CLE-NEWS (253-6397).
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The DVD includes each course segment as a chaptered segment which can be played on your PC or DVD player.
The DVD comes with a free CD-ROM that includes the digital edition of the coursebook in searchable, bookmarked PDF format. Self-study credit may be available in various jurisdictions for DVD programs; it is recommended that participants check with their jurisdiction’s regulator regarding self-study credit acceptance and procedure.
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