See related webcast Preparing for Shareholder Activism in the 2010 Proxy Season.

The SEC adopted final rules on December 16, 2009 that require a variety of new disclosures in this year's proxy statements. The SEC rules include new disclosure requirements on risks arising from broadbased compensation programs, board leadership and board risk oversight; enhanced disclosure regarding director backgrounds and qualifications, and fees paid to certain compensation consultants; and revised reporting of equity compensation awards. During this webcast, lawyers from Gibson Dunn's Executive Compensation and Employee Benefits and its Securities Regulation and Corporate Governance practice groups provide practical advice on how to address the new disclosure rules.

Topics discussed include:

• Steps companies should take to assess whether there are risks that their compensation programs are reasonably likely to have a material adverse effect on the company and to determine whether, and what, to disclose about their assessment.
  
• Revisions to director and officer questionnaires to obtain the information necessary to prepare the revised disclosures.
  
• Preparing your board and nominating/governance committee for the new disclosure requirements regarding board leadership structures, board oversight of risk management, and evaluation of director nominees — including the consideration of diversity — and preparing the required disclosures.
  
• Applying the new grant date fair value reporting requirements for equity awards, including the effect on past disclosures and on CD&A.
  
• Considerations to bear in mind regarding the views of activist and institutional investors to the new disclosures. 

Our Panelists:

Ron Mueller — Partner in the firm's Securities Regulation and  Corporate Governance, Corporate Transactions and Executive Compensation and Employee Benefits practices, and Chair of the Subcommittee on Employee Benefits and Executive Compensation of the American Bar Association's Committee on Federal Regulation of Securities. Focuses on proxy and periodic reporting disclosure issues, corporate governance, executive compensation and corporate transactions. /P>

Steve Fackler — Partner and Co-Chair of the firm's Executive Compensation and Employee Benefits practice.  Chair of the Certification Council for the Certified Equity Professional Institute, the leading certification program in the United States for stock plan professionals, and outside counsel for the Global Equity Organization, the leading international trade association for stock plan professionals. Has extensive experience advising public and private companies, private equity funds and boards of directors on compensation and benefits matters.

Beth Ising — Partner, named one of ten "Rising Stars of Corporate Governance" for 2009 by Yale School of Management's Millstein Center for Corporate Governance and Performance, focuses her practice on securities regulation, proxy matters, disclosure issues, corporate governance and executive compensation (including Section 16 and Rule 144). Vice Chair, Corporate Finance Committee; Corporation, Finance and Securities Law Section of the District of Columbia Bar.  

Gillian McPhee — Of Counsel and member of the Securities Regulation and Corporate Governance practice. Advises clients on a wide array of matters, including securities law disclosure issues, the Sarbanes-Oxley Act of 2002, director independence, audit committee practices, duties and liabilities of directors and officers, and indemnification and D&O insurance.

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 webcast presentation, please contact Jeanne Brown at pjbrown@gibsondunn.com