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The Association of Corporate Counsel (ACC) is the world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations, nonprofits and other private-sector organizations around the globe.

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The 2012 proxy season will be surveyed for the most typical shareholder proposals that made it onto the ballots, and the underlying substantive merits of keeping the status quo versus adopting changes will be explored.

Learn how to integrate the acquired management and workforce and the potential impact of local particularities on the timeline, and understand how to rationalize the combined business and reorganize the combined business's legal structure. Look at coordination of these various functions and the role of corporate and external counsel in preparing and implementing an integration plan.

An overview of the process involved when public companies merge or are acquired. Includes survey of M&A market trends, the use of tender offers, and common problems in public company M&A's.

Provides tips on preparing for and defending against securities litigation. Includes case studies of acquisitions gone wrong and issues that arise when companies go private.

This program will explore what companies are required under SEC guidance, or may soon be required (by regulation or consumer demand), to disclose regarding how much carbon their products have generated, the chemicals used in their products, the origin of product materials and the well-being of the workers making their products. This may soon be required of the entire supply chain for products.

<br />This program will provide guidance regarding your ethical obligation for responding to government requests for information, including informal letters from government agencies or their contractors, OIG subpoenas, HIPAA subpoenas, civil and administrative investigative demands, congressional and grand jury subpoenas. Various other ethical issues, including privilege, will also be addressed.

The SEC has been busy making new rules in the post-Dodd-Frank year. Come to this session to get caught up on the most important issues the SEC has tackled in the past year. Subject to calendar changes at the SEC, topics covered will include whistleblower programs, say on pay and say when on pay, pay for performance, compensation committee independence, credit ratings, swaps and derivatives, and other important developments.

In response to the developments at the SEC and their potential impact on listed companies or those considering listing on Canadian exchanges, this session will discuss changes you can expect to securities regulations across Canada. The faculty will examine the developments by Canadian securities regulators on issues such as corporate governance and say on pay, majority and individual director voting, and the proxy voting system. The status of the proposed national securities regulator and its potential impact on securities regulation and enforcement will wrap up the session.

Given all the regulatory and legislative turmoil, it is more critical than ever that in-house legal personnel be able to clearly communicate the changes to their corporate stakeholder and convincingly present strategies for dealing with the changes. This panel will present some strategies on these fronts.

This program will teach you how to manage and overcome surprise negative vote recommendations from proxy advisory firms (ISS and Glass Lewis).

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