Home » Webinars » Proxy Disclosures Under New SEC Rules: Countdown to Compliance

Proxy Disclosures Under New SEC Rules: Countdown to Compliance

Complying with New Corporate Governance and Compensation Disclosure Mandates

Recording of a 90-minute CLE webinar/teleconference with Q&A

Conducted on Thursday, February 4, 2010
Recorded event now available

This CLE webinar will explain practical steps that corporate boards and their counsel should take now to prepare for complying with the new SEC proxy disclosure rules. The panel will discuss strategies for managing and reporting compensation and corporate governance risks.

Description

The SEC adopted new proxy disclosure rules in December effective for Form 10-K and proxy statement filings made on or after Feb. 28, 2010 by companies with a fiscal year ending on or after Dec. 20, 2009. Corporate boards must act immediately to comply with the new mandates.

The new rules require disclosures regarding risk and risk oversight, director qualifications and background, board leadership, potential conflicts of interest for compensation consultants, executive compensation and timely reporting of shareholder meeting results.

There are several practical steps corporate boards and their counsel must take now to prepare for implementing compliance with the new SEC rules, including identifying risks related to compensation and corporate governance and devising strategies for risk management and risk reporting.

Listen as our panel of corporate and securities attorneys explains how to implement the SEC's new disclosure rules. The panel will offer best practices for identifying, managing and reporting compensation and corporate governance risks.

Outline

New SEC proxy disclosure rules — items addressed
1. Director and nominee disclosure
2. Director and nominee qualifications
3. Director, nominee and executive involvement in legal proceedings
4. Leadership structure disclosure
5. Board’s role in risk oversight
6. Executive compensation disclosure
Preparing for rule implementation
1. Update D&O questionnaires
2. Identify risks related to compensation policies and practices
3. Review board leadership and qualification disclosure
4. Determine how to measure board diversity
5. Gather information on relationships with compensation consultants and their affiliates
6. Implement requirement to report voting results on Form 8-K immediately following annual meeting
7. Determine necessary corporate governance changes

Benefits

The panel will review these and other key questions:

How will the new SEC proxy disclosure rules impact corporate governance practices at public companies?
What are the new requirements for disclosures related to executive compensation and compensation consultants?
What should companies do now to prepare to implement the new disclosure rules?

Faculty

Laura D. Richman, Counsel
Mayer Brown, Chicago

She focuses on corporate governance issues and SEC reporting obligations, including disclosure of matters related to executive compensation, boards of directors and Sarbanes-Oxley compliance. She also advises listed company clients on stock exchange compliance matters. In addition, she advises clients on transactions such as securities offerings and mergers and acquisitions.

Bonnie A. Barsamian, Partner
Dechert, New York

She is Co-Head of the firm's Corporate Finance Practice. She represents issuers and investment banks in public and private securities offerings and other corporate finance transactions. She also advises public and private companies, special committees, and financial advisers in U.S. and cross border merger and acquisition transactions.

Mark Borges, Principal
Compensia, Inc., Corte Madera, Calif.

He is an authority on SEC disclosure issues, and is a writer and speaker on executive pay issues. He was previously a Principal at Mercer, where he provided assistance and advice to clients regarding legislative, regulatory, and judicial developments affecting executive compensation. Prior to that, he was a Special Counsel in the Office of Rulemaking, Division of Corporate Finance with the SEC.

Laurence S. Lese, Partner
Duane Morris, Washington, D.C.

He practices corporate and securities law. He advises clients as to business law, corporate governance and finance and compliance with federal and state laws regarding corporations, partnerships and other business entities. He focuses on compliance under the Securities Act and with the reporting requirements, proxy solicitation rules and insider trading regulations under the Exchange Act.

Ordering

Online CLE

Includes audio streaming of full program plus handouts (available 24 hours after live seminar).

CLE: Pre-approved for participatory or non-traditional/alternate format credit in: CA, HI*, NY*, WV*. Pre-approved for self-study credit in: AK, AZ, MO, MT, TX, VT, WA.
Upon request, also available in: CO, CT*, FL, GA, ID, KY, LA, ME, NC, ND, NE, NH, NM, NV, OR*, SC, TN, UT, WI*, WY. If you are applying for credit in one of these states, make sure to select those states when placing your order.
(*Indicates that Strafford must report attendance.)

Online CLE Audio $74.50
Available 24 hours after the live event