Executive Compensation 2017

Transcription

1 American Law Institute CONTINUING LEGAL EDUCATION S E E I N S I D E F O R D E TA I L S 20 TH ANNUAL ADVANCED COURSE and LIVE VIDEO WEBCAST Executive Compensation 2017 Strategy, Design, and Implementation THURSDAY - FRIDAY JUNE 8-9, 2017 SOFITEL NEW YORK NEW YORK REGISTER ONLINE 13.0 w w w. a l i - c l e. o rg / C Y CLE-NEWS [ ] 15.5 CLE CREDIT HOURS, INCLUDING HOUR OF ETHICS CPE CREDIT HOURS IN BUSINESS LAW

2 Planning Chairs (also on faculty) Mark A. Borges Principal, Compensia, Inc. Scott P. Spector Fenwick & West LLP Faculty C. Alex Bahn Hogan Lovells US LLP Kristine Bhalla ClearBridge Compensation Group Amy Bilbija Strategic Governance Advisors Rhonda Brauer Office of New York City Comptroller Audry X. Casusol Greenberg Traurig LLP Susan J. Daley Perkins Coie LLP Renata Ferrari Ropes & Gray LLP Edmond T. FitzGerald Davis Polk & Wardwell LLP Steven E. Hall Managing Director, Steven Hall & Partners, LLC Andrew M. Johnston Morris, Nichols Arsht & Tunnell LLP Arthur H. Kohn Cleary Gottlieb Steen & Hamilton LLP Andrew C. Liazos McDermott Will & Emery LLP Robert J. Neis Benefits Tax Counsel, Office of Tax Policy, U.S. Department of Treasury J. Mark Poerio Paul Hastings LLP John Roe Managing Director, Institutional Shareholder Services, Inc. Michael J. Segal Wachtell, Lipton, Rosen & Katz Charmaine L. Slack Jones Day Martha N. Steinman Hogan Lovells US LLP Amy Wood Cooley LLP Joseph M. Yaffe Skadden, Arps, Slate, Meagher & Flom LLP ALI CLE Staff: Robert Rushton

3 PROGRAM For full program details, please visit ALL TIMES EASTERN June 8, :45 AM Registration and Continental Breakfast 8:40 AM Administrative Remarks ALI CLE Staff VIDEO WEBCAST SEGMENT A 8:45 AM Overview of Executive Compensation and Director Compensation Practices and Trends Mr. Hall 9:45 AM Hirings and Firings in 2016/2017 What Was New/Old in Executive Agreements? Messrs. Segal and Yaffe 10:45 AM Networking and 11:00 AM The Big Deals in 2016/2017: A Discussion of Five Big or Significant Transactions Mr. FitzGerald and Ms. Slack VIDEO WEBCAST SEGMENT B 1:30 PM A Primer on Delaware Corporate Law for Compensation Specialists and the Latest Delaware Cases Messrs. Liazos and Johnston 2:30 PM The Tax Law What s Coming for Executive Compensation with the New Administration Mss. Daley and Ferrari 3:30 PM Networking and 3:45 PM Employee Stock Plans 2017: Harder and Harder to Get Your Plan Approved Mr. Roe and Mss. Steinman and Brauer 4:45 PM Questions and Answers 5:00 PM Adjournment for the Day 12:00 PM Questions and Answers 12:15 PM Lunch with Faculty and Registrants (provided by ALI CLE) Topics were excellent, in-depth and the speakers all very qualified and thought-provoking. This is a must each year for anyone working with stock plans from the company or advisor side.

4 June 9, :30 AM Continental Breakfast and Networking Session VIDEO WEBCAST SEGMENT C 8:45 AM Late-Breaking Developments Mr. Kohn 9:45 AM The 2017 Proxy Season: Disclosure in an Uncertain Environment of Transformative Rule Changes Mr. Borges and Ms. Bhalla 10:45 AM Networking and 11:00 AM The Latest Word From the IRS and Treasury Messrs. Spector and Neis VIDEO WEBCAST SEGMENT D 1:30 PM Dodd-Frank s Executive Proxy Provisions: Should They Stay or Should They Go? Messrs. Bahn and Poerio 2:30 PM The Nine Lives of Clawback Provisions Mss. Wood and Casusol 3:30 PM Networking and 3:45 PM Pay-for-Performance Is Not Just Another Buzzword Mr. Borges and Ms. Bilbija 4:45 PM Questions and Answers 5:00 PM Adjournment 12:00 PM Questions and Answers 12:15 PM Lunch Break WHO SHOULD ATTEND 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 CLE CREDIT HOURS, INCLUDING 1.0 HOUR OF ETHICS 15.5 CPE CREDIT HOURS IN BUSINESS LAW REGISTER ONLINE CLE-NEWS [ ]

5 VISIT NEW YORK Coming early or staying for the weekend? Enjoy what New York City has to offer! A jewel in the crown of Manhattan, the Sofitel offers you a privileged location minutes from theaters, luxury shopping, restaurants, and museums. Premium Subscription UNLIMITED CLE FOR A YEAR Want more courses like this one, for FREE? Upgrade to a LawPassSOLO Premium Subscription today. Theatre aficionado? Catch a Broadway matinee, see a production of Julius Caesar at Shakespeare in the Park, or go off-broadway for shows you won't find anywhere else. Food critic? New York is the gastronomic capital of the United States, offering choices from Michelin-starred restaurants to restaurants featuring cuisines from every corner of the globe. Art lover? Museums abound! Tour the Museum of Modern Art, the Metropolitan Museum of Art, or the Frick Collection (to name just a few), or take in the American Crafts Festival at Lincoln Center. This Subscription, originally priced at $2,999, offers UNIMITED access to ALI CLE s content and programming. For just $2,499 (a $500 savings on the original subscription price), attend this course and others like it for FREE when you upgrade to LawPassSOLO Premium. Live webcasts Forms and course materials Over 600 on-demand programs Live in-person, multi-day events Nationwide MCLE credit Call CLE NEWS ( ) or CustServ@ali.org to register for this course and to upgrade to a LawPassSOLO Premium Subscription today! ALI CLE CURRICULUM: EMPLOYEE BENEFITS Hailed for their practical, transactional focus, ALI CLE employee benefits courses set the nationwide standard for high caliber CLE in this ever-important field. Our courses excel at explaining complex rules in an insightful manner, from ERISA fundamentals to updates on the Affordable Care Act to the most intricate rules for executive compensation. High repeat attendance by benefits practitioners attests to the enuring value of ALI CLE courses.

6 1) Register by April 30 and SAVE $200.* Enter coupon code CY 019 EB 2 at checkout. 2) Have two or more who want to attend from the same organization? The first attendee pays full price, and all additional attendees from the same organization come at HALF PRICE! Call CLE-NEWS ( ) or register online using the group registration option. 3) Full-time employee of a federal, state, or local government or government agency? SAVE 30% off the regular tuition! Contact ALI CLE Customer Service at CLE-NEWS ( ) or custserv@ali-cle.org. *Valid on new registrations for in-person course only; discounts may not be combined. ADDITIONAL INFORMATION HOTEL ACCOMMODATIONS MANDATORY CLE and CPE CREDIT A limited block of rooms has been reserved at the Sofitel New York. Room rate: $349 per night, single or double occupancy. These rooms will be held as a block, unless exhausted, until May 17, at which time they will be released to the general public. Registrants must make their own hotel reservations and indicate that they are attending the American Law Institute Executive Compensation program to qualify for rooms in the block. Complementary WiFi is available in the meeting room. Virtually all ALI CLE programs receive CLE credit in AK, AL, AR, AZ, CA, CO, CT, DE, FL, GA, 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 CLE credit in ID, LA, and RI. This course is expected to qualify for 13 credits, including one ethics credit, in 60-minute MCLE jurisdictions; and for 15.6 credits, including 1.0 ethics credits, in 50-minute MCLE jurisdictions. In NY, the in-person course is appropriate for both newly admitted and experienced attorneys. For specific information on CLE, CPE, or other professional accreditation in your state, please the MCLE Team at TeamMCLE@ali-cle.org, go to or call CLE-NEWS. STUDY MATERIALS NASBA Going green in 2017! Course materials will be available in electronic format for download the week before and during the course. Print materials will not be distributed. All registrants are advised to bring laptops or tablets to the course to view the course materials, including updates. ALI CLE is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors through its website: For more information regarding ALI CLE s administrative policies, such as complaint and refund, please call Customer Service at (800) CLE-NEWS. CPE credit hours for this course: 15.5 in: Business Law (group-live and group-internet based programs). Learning Objectives: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of professional competence as a practitioner. Suggested Prerequisite: Experience in practice in subject matter. Level of Instruction: Advanced. Room reservations may be made by calling the Sofitel New York, 45 West 44th Street, New York, NY 10036; phone (877) Confirmations will be sent by the hotel. Please read the hotel cancellation policy carefully. NETWORKING OPPORTUNITES Networking is an important reason to attend this and every other ALI CLE in-person course! Meet faculty and like-minded colleagues from across the country both in and out of the sessions. Go to for more info about: Registration/cancellation/requirements for persons with disabilities/scholarships

7 EXECUTIVE COMPENSATION 2017 With the dramatic changes in Washington, how will executive compensation design and practice be affected? 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. Join us in New York as our authoritative faculty of current and former key government, business, legal, and technical experts discusses 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: The important executive compensation issues arising in the latest round of mergers 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 Celebrating its 20th year, this course offers an extraordinary opportunity to engage an esteemed faculty on executive pay design and disclosure issues, as well as any newly enacted, repealed, or pending executive compensation-related regulations, all in a comprehensive learning experience that only ALI CLE can provide. REGISTER ONLINE 13.0 w w w. a l i - c l e. o rg / C Y CLE-NEWS [ ] 15.5 CLE CREDIT HOURS, INCLUDING HOUR OF ETHICS CPE CREDIT HOURS IN BUSINESS LAW