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Executive compensation, increased communication and transparency for shareholders are among the hot-button issues in economic reform. Say on Pay Proposals — non-binding proposals included in a company’s proxy materials that call for an annual shareholder advisory vote on a company’s executive compensation program — have become more widespread as momentum is swinging toward allowing shareholders more access in matters of compensation.

Shareholders are important stakeholders for every company; however, recent events have shown the risks and legal liabilities a company faces when dealing with them. Recent regulatory and legislative developments, such as new SEC rules permitting electronic proxy distribution, and the New York Stock Exchange’s action to eliminate broker non-votes, add complexity to these matters.

This ACC CLO ThinkTank Executive Report highlights key takeaways and discussion highlights from a recent ACC CLO ThinkTank session on "Taking Charge of Escalating Law Firm Costs-Connecting Costs with Value."

Take an in-depth look at executive compensation disclosure in this session. The focus will be on completing the Summary Compensation Tables and other Reg S-K Item 402 tables, preparing the Compensation Disclosure & Analysis (CD&A) for the Proxy Statement and describing – in text, not tables – employment agreements and golden parachutes. We’ll cover tough questions on what data to report and how to report it, and we’ll cover – particularly for the CD&A – not just the requirements, but the process for putting together great disclosure.

The role of the shareholder continues to evolve and shareholders continue to be very active in seeking corporate change through the shareholder proposal process. We'll examine the latest shareholder proposals submitted this year, how these proposals fared, and trends for next year. In addition, we will review board responses, which ones were successful and which ones failed to sway the shareholders. What's the next hot topic to come; will it continue to be executive compensation, separation of chairman and CEO, or will there be a new kid on the block?

Whether it is called excess or erroneously awarded, some compensation – at some point – that has been paid to executives may need to come back to the company. Dodd-Frank made a policy on this mandatory, and the SEC rulemaking on Section 954 of Dodd-Frank needs to be taken into account. Attend this session to engage in a discussion of what a policy might cover and what a policy needs to cover. Consider the choices and policy implications on this important topic with colleagues.

Discusses how to communicate with employee shareholders re: benefit plans and legal rights. Also discusses current litigation on this topic and general theories of liability involved. Offers suggestions on setting up an insider trading compliance program and examines technology trends and their effect on the types of company information made available online. Also tips on drafting disclosure tailored for the web.

Issues that confront corporate secretaries, including corporate strategy, compliance, business operations, as well as fiduciary duties.

This webcast transcript discusses broad proxy voting and corporate governance trends believed to dominate the 2006 proxy season and their possible impact over the next decade.

This webcast transcript focuses on strategic business issues for general counsel including executive compensation practices, tax structuring, and shareholder communications.

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