Related publication:
Executive Compensation, Corporate Governance and Other Securities Disclosure Provisions in the Dodd-Frank U.S. Financial Regulatory Reform Act 

With the U.S. Senate and House of Representatives approval of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the President's expected signature, the stage is set for enactment of the most far-reaching financial regulatory reform legislation in decades. This legislation affects not only the financial industry but all U.S. public companies.

During this webcast, lawyers from Gibson Dunn's Securities Regulation and Corporate Governance and Executive Compensation and Employee Benefits practice groups provide practical advice on addressing the bill's executive compensation and corporate governance provisions.

Topics discussed include:

• Determining what actions need to be or can be taken now and what steps can be taken to prepare for upcoming SEC and stock exchange rulemaking.
  
• Preparing for say-on-pay votes and resolutions on the frequency of say-on-pay votes, including structuring proposals, revisiting CD&A and other disclosures.
  
• Analyzing compensation committee members and engagements with outside compensation consultants, legal counsel and other advisors to identify possible issues arising under forthcoming SEC independence rules.
  
• Getting ready for new disclosure requirements relating to pay versus performance, internal pay ratios and hedging policies.
  
• Considering the impact the clawback provision will have on existing policies and executive compensation programs.
  
• Effect of the bill on Regulation FD, securities offerings and other public company disclosures.
  
• The road ahead for SEC rulemaking on proxy access and the other provisions in the bill.
  
• Briefing your Board on the bill and its impact on your company.
  
  

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.

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.

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.

Sean Feller — Sean Feller is a partner in Gibson, Dunn & Crutcher's Los Angeles office. He is a member of the firm's Executive Compensation and Employee Benefits Practice Group. His practice focuses on all aspects executive compensation and employee benefits. His practice encompasses tax, ERISA, accounting, corporate, and securities law aspects of equity and other incentive compensation plans; qualified and nonqualified retirement and deferred compensation plans and executive employment and severance arrangements.

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 1.50 credit hours, of which 1.50  credit hours 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 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 1.50 hours.

California attorneys may claim "self-study" credit for viewing the archived version of this webcast.  No certificate of attendance is required for "self-study" credit.