BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Corporate Law

Date & Time
  • event Date

    Thursday, January 25, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE webinar will discuss key issues corporate and general counsel need to consider while preparing for the upcoming proxy and annual report season, including the status of ESG (and anti-ESG) efforts, SEC rulemaking and enforcement, voting choice, and universal proxy. The panel will also address new disclosure requirements relating to cybersecurity, Delaware law developments, such as officer exculpation, and other key governance issues.

Faculty

Scott Levi
Partner, Public Company Advisory and Capital Markets Groups
White & Case LLP

Mr. Levi’s practice focuses on ongoing compliance obligations under U.S. securities laws and corporate governance matters, as well as public and private securities transactions. He counsels clients on all aspects of their compliance with the U.S. securities laws and the rules of the major U.S. exchanges, including the preparation of periodic and current reports, proxy statements, registration statements on Form S-8, and insider reports and related liability issues under Sections 13 and 16 of the U.S. Securities Exchange Act of 1934. Mr. Levi assists public companies in connection with best corporate governance practices, disclosure questions, board and committee independence, and shareholder activism. He also regularly represents issuers and banks in a range of equity and debt transactions, including registered offerings, Rule 144A and Regulation S offerings and liability management transactions. 

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Eric T. Juergens
Partner
Debevoise & Plimpton

Mr. Juergens is a member of the firm’s Capital Markets, Insurance, and Private Equity Groups. His practice focuses on securities laws, representations of issuers and financial intermediaries in capital markets transactions, and providing public companies with advice on corporate governance matters and compliance with SEC and stock exchange rules and regulations. Mr. Juergens is currently the Vice-Chair of the Securities Law Opinions subcommittee of the Federal Regulation of Securities Committee of the ABA and a member of the Law360 Capital Markets Editorial Advisory Board. He is a frequent author and speaker on legal developments affecting the capital markets and insurance and private equity industries. 

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Benjamin Pedersen
Partner
Debevoise & Plimpton

Mr. Pedersen’s practice focuses on a broad range of capital markets transactions, regularly representing issuers, private equity firms and underwriters in public and private offerings of debt and equity securities, and advising public and private companies on securities laws, disclosure, corporate governance and general corporate matters.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

For actions taken at annual meetings to be valid, public companies must comply with detailed federal and state legal requirements geared toward protecting the interests of shareholders. Corporate counsel has primary compliance responsibility in this area and must take all necessary steps to ensure that the board of directors and officers adhere to all federal and state regulations.

Following an active period of rulemaking by the SEC, public companies have numerous new requirements to consider in preparing annual and quarterly reports and proxy statements. These changes relate to required new disclosures concerning cybersecurity, insider trading, and executive compensation. Also, there are new developments driven by SEC rules and market trends impacting proxy voting, equity grants, and governance and disclosure, including environmental and social matters.

Listen as our authoritative panel summarizes the new requirements, as well as other recent developments for counsel to consider when preparing proxy statements and annual reports and disclosures.

Outline

  1. Planning for proxy season and annual reporting
  2. Proxy and annual report developments
    1. Cybersecurity disclosures
    2. Pay vs. performance disclosure
    3. Clawbacks
    4. Executive officer determinations
  3. Proxy voting matters
    1. Shareholder proposals
    2. Universal proxy
  4. Governance matters
    1. Board diversity and composition
    2. Board leadership structure and risk oversight
    3. Controls and procedures
    4. Equity grants and impact of upcoming insider trading disclosures
    5. Director and officer questionnaires
    6. Officer exculpation
  5. Environmental and social matters
    1. Climate change
    2. Human capital management
  6. Other matters

Benefits

The panel will address these and other key issues:

  • What should be an organization's top priorities when kicking off proxy season?
  • What are the new SEC rules and latest trends and developments in enforcement?
  • What are some tips and best practices for governance, compensation, and ESG reporting?
  • What are the latest developments in proxy voting matters?