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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, October 19, 2021

  • 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.

$347.00
CLE
ALL

This CLE course will focus on strategies for direct engagement between a public company and its key institutional shareholders. The panel will discuss preparation, communication, timing, and legal requirements that directors and officers must consider when engaging with shareholders.

Faculty

Bonnie Roe
Partner
Cohen & Gresser

Ms. Roe has over 30 years of experience as a corporate lawyer advising publicly and privately held companies and funds. Her practice focuses on securities law, capital markets, and mergers and acquisitions. Ms. Roe represents U.S. and internationally based companies, financial intermediaries, and investors in public and private offerings, including cross-border offerings and SPACs. She also regularly advises public companies and their boards of directors on public disclosure, SEC compliance matters, corporate governance, and executive compensation. Ms. Roe is Chair of the ABA’s Subcommittee on Small Business Issuers and is the author of the chapter on securities law opinions in an annually updated treatise on legal opinions. She frequently speaks and writes on securities law and corporate governance.

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Shaun J. Mathew
Partner
Kirkland & Ellis LLP

Mr. Mathew is a leader of the firm’s Shareholder Activism & Hostile Takeover Defense practice. He counsels public companies and their boards of directors on shareholder activism and hostile takeover response and preparedness, investor engagement, and corporate governance matters, including those related to diversity, sustainability, and other ESG related issues. In addition, Mr. Mathew is a member of the firm’s Crisis Response practice group, counseling clients on internal and external communications in high-profile crises. His recent experience includes defending public companies and private equity sponsors in several of the most high-profile challenges to M&A transactions. He has defended clients against campaigns mounted by a number of activist investors.

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Description

Public company shareholders are increasingly focused on various issues ranging from ESG to compensation and board diversity. Active engagement gives companies a better understanding of the factors driving shareholder voting decisions and gives shareholders a better understanding of the company's approach towards issues that concern shareholders.

When engaging with shareholders, the board must coordinate with management to develop the company's strategic vision and provide consistent messaging to investors, employees, and customers. It should know the tendencies of its largest shareholders to propose governance changes or other initiatives and should consider investor concerns when providing public information.

Determining who within company management is authorized to engage directly with investors, and the timing of the engagement (preferably prior to proxy season), is also critical to successful engagement. Some shareholders may seek engagement with a non-management or independent director.

Listen as our authoritative panel discusses strategies for engagement by public company board members and officers with key shareholders.

Outline

  1. The increasing importance of shareholder engagement
  2. Issues driving shareholder voting decisions: ESG and other matters
  3. Strategies for engaging with shareholders
    1. Identifying key shareholders and their concerns
    2. Aligning board with management in devising and communicating corporate vision
    3. Adequate disclosure of risks faced by the company
    4. Determining which officers and directors will be authorized to engage directly
  4. Timing: when to engage

Benefits

The panel will review these and other issues:

  • What is the purpose of shareholder engagement, and why is it more important now than in the past?
  • How and when should a public company identify and respond to the concerns of its larger shareholders?
  • What kinds of company disclosures are appropriate when communicating with shareholders?
  • What steps should a company follow to develop and communicate a consistent message to its constituencies?