SAVE $200 Register by April 30, Use Code: CW035EBB

Transcription

1 18th Annual Advanced Course EARLY BIRD DISCOUNT SAVE $200 Register by April 30, Use Code: CW035EBB Executive Compensation: Strategy, Design, and Implementation Thursday-Friday, June 18-19, 2015 New York (Sofitel New York) and Live Video Webcast Register online: 13 CLE credit hours 15.5 CPE credit hours in Business Law Topics were excellent, in-depth, and pertinent to my workload. previous registrant Explore the biggest issues in executive and director compensation with a diverse panel of past and current government regulators, business representatives, and technical experts at this advanced program. Updated topics for 2015 include: The latest from the SEC on executive compensation Compensation and proxy litigation, including the newest Delaware cases How to negotiate on behalf of a management group Employee stock plans in 2015 Special 409A considerations, carve-out plans, and the absence of new rules How to navigate spin-off transactions (and stay sane) Register now for an authoritative update on the rules, an examination of what s new under those rules, and a high-level discussion of the latest planning opportunities and constraints.

2 Planning Chairs (also on faculty) Mark A. Borges Principal, Compensia, Inc., San Francisco Scott P. Spector Fenwick & West LLP, Mountain View, California Faculty Yonat Assayag ClearBridge Compensation Group, New York Juliano Banuelos Orrick, Herrington & Sutcliffe LLP, San Francisco James D.C. Barrall Latham & Watkins LLP, Los Angeles Traci M. Dolan Carmel, Indiana; Former Chief Administration Officer and Chief Financial Officer, ExactTarget, Inc. and Board Member, Steel Dynamics, Inc. Renata J. Ferrari Ropes & Gray LLP, Boston Edmond T. FitzGerald Davis Polk & Wardwell LLP, New York Steven E. Hall Managing Director, Steven Hall & Partners, LLC, New York Daniel L. Hogans Morgan Lewis & Bockius LLP, Washington, D.C. Andrew M. Johnston Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware Arthur H. Kohn Cleary Gottlieb Steen & Hamilton LLP, New York Andrew C. Liazos McDermott Will & Emery LLP, Boston Ronald O. Mueller Gibson, Dunn & Crutcher LLP, Washington, D.C. Regina Olshan Skadden, Arps, Slate, Meagher & Flom LLP, New York Rose Marie Orens Compensation Advisory Partners, LLC, New York John Roe Institutional Shareholder Services, Inc., Washington, D.C. Carol Silverman Mercer LLC, New York Charmaine L. Slack Jones Day, New York Martha N. Steinman Hogan Lovells US LLP, New York Andrea K. Wahlquist Wachtell, Lipton, Rosen & Katz, New York ALI CLE Program Attorney: Kevin O Connor (koconnor@ali-cle.org)

3 Program All times Eastern Time Thursday, June 18, :45 a.m. Registration and Continental Breakfast 8:40 a.m. Administrative Remarks ALI CLE Staff Video Webcast Segment A $399 8:45 a.m. Overview of Executive Compensation and Director Compensation Practices and Trends Mr. Hall 9:45 a.m. Negotiating on Behalf of a Management Group in a Transaction Mss. Olshan and Wahlquist 10:45 a.m. Networking and Refreshment Break 11:00 a.m. A Closer Look at Special Incentives and Carve-Out Plans Mr. Banuelos and Ms. Ferrari 12:00 noon Questions and Answers 12:15 p.m. Lunch with Faculty and Registrants (provided by ALI CLE) Video Webcast Segment B $399 1:30 p.m. Compensation and Proxy Litigation and the Latest Delaware Cases Messrs. Johnston and Liazos 2:30 p.m. Employee Stock Plans 2015: The Design Process Mr. Hogans and Ms. Orens 3:30 p.m. Networking and Refreshment Break 3:45 p.m. Employee Stock Plans 2015: The Approval Process Mr. Roe and Ms. Steinman 4:45 p.m. Questions and Answers 5:00 p.m. Adjournment for the Day Friday, June 19, :30 a.m. Continental Breakfast and Networking Session Video Webcast Segment C $399 8:45 a.m. Late-Breaking Developments Mr. Kohn Here s what registrants said about recent presentations of this course: A very powerful and valuable program in a year when I thought there d be little to discuss of much impact. This course, which I have attended a half dozen times, does exactly what it promises to do.

4 9:45 a.m Proxy Season: What Was New and What Was Unexpected? Messrs. Borges and Mueller 10:45 a.m. Networking and Refreshment Break 11:00 a.m. The Compensation Setting Process: A Compensation Committee Perspective Mr. Barrall and Ms. Dolan 12:00 noon Questions and Answers 12:15 p.m. Lunch Break Video Webcast Segment D $399 1:30 p.m. The SEC and the Future of Executive Compensation Mr. Spector 2:30 p.m. The Recent Trend on Spinoff Transactions: How to Keep Sane Mr. FitzGerald and Ms. Slack 3:30 p.m. Networking and Refreshment Break 3:45 p.m. Current Issues in Designing Performance Awards Mss. Assayag and Silverman 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 Law (live group and group-internet based programs) Take advantage of the early bird discount and SAVE $200! Register by April 30, Use Code: CW035EBB ALI CLE CURRICULUM: EMPLOYEE BENEFITS Hailed for their practical, transactional focus, ALI CLE employee benefits law 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 the effects of the Affordable Care Act to the most intricate rules for executive compensation. High repeat attendance by practitioners attests to the enduring value of ALI CLE courses.

5 ALSO FROM ALI CLE... The Year in Employee Benefits: Insights and Strategies for Retirement, Health, and Executive Compensation Plans Attend in Washington, D.C. April 8-10, Attend in San Francisco April 22-24, FOLLOW US ON: Facebook: facebook.com/morethancle Visit our Blog: Morethancle.org ON LOCATION: Maximize your CLE experience. Learn from the best and network with other serious practitioners. Register one person and save 50% on all subsequent registrations for this course from your organization. Call 800-CLE-NEWS ( ). FROM ALI CLE superb instruction and practical advice available in multiple formats providing numerous ways to further your knowledge while satisfying your CLE requirements WEBCAST: Can t attend on location? Register for the live webcast and participate by asking questions online, in real time, and get our famous course materials via searchable PDF. Interrupt the program at any time and catch up later with the free online archive. Get all the information you need, and satisfy your CLE needs, without leaving your office. $1,499 / $399 GROUP WEBCAST: Schedule a convenient group viewing of this course for two or more people and save on tuition. Provide your firm or department with access to the finest legal talent and train more people at a lower cost without the additional expense or time constraints of travel. Up to 30% off ON-DEMAND CLE: Online audio and/or video and searchable (PDF) course materials are available 24/7 for every course and course segment. Free to registrants DVD / CD-ROM / AUDIO MP3: Listen to ALI CLE s renowned courses in your car, home, or office on your computer, DVD player, or MP3 player at your own pace. $1,099 / $899 PRINT + DIGITAL COURSE MATERIALS ALI CLE s acclaimed course materials are available in print or electronically and can be purchased before or after the course. $149

6 HOW TO REGISTER online phone CLE NEWS fax mail return the form on the back panel of this brochure to: REGISTRAR, ALI CLE, 4025 Chestnut Street, Philadelphia, PA GET MANDATORY CLE AND CPE CREDIT Virtually all ALI CLE programs receive CLE credit in AK, AL, AR, AZ, CA, CO, DE, FL, GA, HI, IA, IL, IN, KS, KY, LA, ME, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VT, WA, WI, and WV. Upon request, ALI-CLE will apply for CLE credit in ID, OR, and WY. This course is expected to qualify for 13 credits, in 60-minute MCLE jurisdictions; and for 15.6 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 go to ali-cle.org/mcle, or call CLE-NEWS. NASBA 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 (live group and groupinternet-based program). 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. REGISTER TWO OR MORE AND SAVE! Register one person to attend this course in-person and get all subsequent in-person registrations for this course from your organization at 50% off! Call CLE-NEWS ( ). Discounts may not be combined. HOTEL ACCOMMODATIONS A limited block of rooms has been reserved at the Sofitel New York. Room rate: $339 per night, single or double occupancy. These rooms will be held as a block, unless exhausted, until May 27, 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 ALI CLE program to qualify for rooms in the block. Room reservations may be made by calling the Sofitel New York, 45 W. 44th Street, New York, NY 10036; phone (212) Confirmations will be sent by the hotel. Please read the cancellation policy carefully. Go to for more info about: registration/cancellation/requirements for persons with disabilities/scholarships USB DRIVES Registrants have the options of receiving their study material in a printed course book or in digital form on a USB drive. To receive a USB drive, registrants must select that option when they register. Go Green! Choose the USB drive! FOLLOW US ON: Facebook: facebook.com/morethancle Visit our Blog: Morethancle.org Catch the fever. Create a buzz with social networking. Tweet today and interact with other course registrants and faculty. Consider posting new course topics and pose questions you have for the faculty. Or simply use this social networking tool to make lunch or dinner plans with others in attendance. #ExecComp2015

7 Executive Compensation: Strategy, Design, and Implementation Register online: As executive compensation policies and practices continue to command attention, counsel and advisors need to stay one step ahead. Equity plan approvals as a result of new ISS voting guidelines and compensation-related disclosures are the new hot buttons in And this is only one of the changing issues in executive compensation that concern compensation lawyers and advisors! The fast pace of M&A transactions, the absence of both new withholding regulations on Section 409A, and anticipated Dodd-Frank guidance from the SEC all demand that practitioners stay informed and act prudently when providing advice to clients. IPOs continue to be a significant part of a compensation advisor s practice, with action dictated by increased disclosure and by corporate governance principles. Compensation litigation continues to evolve, calling for a firm grasp of the latest Delaware law and past and current disclosure practices. Finally, spin-off transactions are re-emerging, requiring that compensation advisors and their clients focus on the special arrangements and take appropriate actions for engaging in these transactions. With so many changes, compensation counsel and their advisors need to get up-to-date now more than ever. Attend this annual advanced course in New York and examine various aspects of compensation issues from the legal, tax, accounting, and business perspectives and how they evolve to meet changing business needs. The top-level faculty also considers the impact of the most recent legislative initiatives on executive compensation, the heightened scrutiny of executive compensation and executive pay, and what the future holds in this ever-shifting area of law. WHO SHOULD ATTEND This 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 key concepts in executive compensation practice.

8 American Law Institute Continuing Legal Education 4025 Chestnut Street, Philadelphia, PA NONPROFIT ORG U.S. Postage PAID ALI CLE KEY CODE CW035LM Name Title Firm Address City State Zip printed on FSC certified paper Online Phone CLE NEWS FAX Mail Registrar, ALI CLE, 4025 Chestnut Street, Philadelphia, PA Executive Compensation: Strategy, Design, and Implementation New York, June 18-19, 2015 $1,799 Please enter early bird registration(s) (before 4/30/15): $1,599 CW035EBB Please enter registration(s): $1,799 CW035 Please provide my course materials as a (choose only one): USB drive Printed course book To register additional on-location registrants at 5 0 %o ff, call 800-CLE-NEWS ( ). Discounts may not be combined. Video Webcast $1,499 / $399 Full program. Tuition: $1,499 WAW035 Webcast Segment A: $399 WAW035A Webcast Segment B: $399 WAW035B Can t attend? You don t have to miss anything! Order the: Webcast Segment C: $399 WAW035C Webcast Segment D: $399 WAW035D DVD (video), including a complimentary MP3 CD-ROM and PDFs of the course materials $1,099 AW035V Audio MP3 CD-ROM (including PDFs of the course materials) $899 AW035 Printed course materials only $149 SW035 Partial Scholarships Scholarships covering 30% of tuition fees, valid for on-site courses, live webcasts, and webcast segments only, are available. Scholarships cannot be combined with other offers. I am a full-time employee of the federal, a state, or a local government or governmental agency. I am a recent law school graduate (<5 years). I am a retired senior lawyer (65 or older). $ Total Check enclosed (payable to ALI CLE) Please charge to my credit card: AMEX DISCOVER MasterCard VISA Card no.: Card expiration date: / SIGNATURE ADDRESS (REQUIRED FOR WEBCASTS AND ONLINE SUBSCRIPTIONS) CW035