See related webcast Implementing the SEC's New Proxy Disclosure Rules: Impact on Your 2010 Proxy Disclosures.

Amy Goodman and Jim Moloney of Gibson Dunn and Peter Casey and Paul Schulman of The Altman Group provided their insights and advice in connection with the upcoming proxy season. The panelists discussed lessons learned from last year's proxy season and developments to watch for in the coming year. They also covered discretionary broker voting under amended NYSE Rule 452, E-Proxy, 'say-on-pay' and other shareholder proposals, practical tips, and more.

A review of 2009 shareholder proposals and SEC no-action letters;

• Popular proposals in the upcoming proxy season;
• Possible company actions to address shareholder proposals;
• Proxy advisory firms' latest voting policies; and
• Traps for the unwary under amended NYSE Rule 452.

Our Panelists:

Amy Goodman — Partner and Co-Chair of Gibson Dunn's Securities Regulation and Corporate Governance practice, advises clients with respect to securities law disclosure and regulatory issues and corporate governance matters, including the representation of independent board committees. Former Chair of the Committee on Director and Officer Liability of the American Bar Association's Business Law Section, and former Chair of the Section's Shareholder and Investor Relations Subcommittee of the Corporate Governance Committee.

Jim Moloney — Partner and Co-Chair of Gibson Dunn's Securities Regulation and Corporate Governance practice, advises clients on reporting and other obligations under the securities laws, establishment of corporate compliance programs, and compliance with corporate governance standards under the securities laws and stock exchange rules. Former Special Counsel in the Office of Mergers & Acquisitions in the Division of Corporation Finance and principal draftsman of Regulation M-A, a comprehensive set of rules relating to takeovers and shareholder communications, that was adopted by the Commission in October 1999.

Paul Schulman — Executive Managing Director of The Altman Group, overseeing all proxy solicitation, contests, M&A and shareholder identification projects. His primary responsibilities involve representing clients in proxy contests, mergers, tender offers and corporate financings and restructurings. He also counsels clients on governance and compensation issues and advises on shareholder proposals. Paul has worked on over 100 contested solicitations, representing companies, shareholder groups, activist institutions and hedge funds.

Peter Casey — Senior Managing Director of The Altman Group. Peter has extensive experience in equity compensation plan analysis, corporate governance consulting, proxy solicitation, and proxy contests. Peter is a core member of the Altman Group's proxy fight team, which has worked on over 50 contested solicitations. Peter's proxy fight experience includes consent solicitations, hostile tender offers, contested mergers, proxy fights for board representation that have involved cumulative voting and numerous "vote no" campaigns.

MCLE Credit Information:

This program has been approved for credit in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 1 credit hour, of which 1 credit hour may be applied toward the areas of professional practice requirement.  This course is NOT approved for transitional credit. Attorneys seeking New York credit must obtain an Affirmation Form prior to watching the archived version of this webcast.  Please contact Jeanine McKeown (National Training Administrator), at 213-229-7140 or jmckeown@gibsondunn.com to request the CLE form.

Gibson, Dunn & Crutcher LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1 hour. California attorneys may claim "self-study" credit for viewing the archived version of this webcast.  No certificate of attendance is required for California "self-study" credit.

For other questions regarding this presentation, please contact Katalin Vlaskovits at kvlaskovits@gibsondunn.com