Thursday, April 4, 2013
1:00 PM - 2:30 PM ET

Plaintiffs’ firms have been busy filing dozens of lawsuits and issuing many more notices of “investigation” claiming inadequate proxy disclosures. These lawsuits have sought to enjoin the votes on say-on-pay, equity plans proposals and proposals to increase the number of authorized shares under a company’s certificate of incorporation. More recently, plaintiffs’ firms have filed derivative shareholder actions alleging companies have awarded excess executive compensation in violation of their equity plans and, thus, filed purportedly false and misleading proxy statements.

This presentation details the claims made by these plaintiffs as well as the outcomes of the cases that have been filed so far. In addition, the presentation will prepare companies to draft proxy disclosures in light of these developments and provide strategies for companies that become the targets of these lawsuits.

Educational Objectives:

• •Understand plaintiffs’ strategies in targeting executive compensation disclosure in annual proxy statements.
• Learn the typical claims made by the plaintiffs.
• Find out about the case outcomes, including court decisions and settlements.
• Understand how to advise employers on drafting proxy disclosures to limit potential exposure.
• Gain an understanding of strategies for dealing with a lawsuit.
• Learn best practices for compensation committees in setting executive compensation in the newly litigious environment.

Who would benefit most from attending the program?

Legal practitioners, both in-house and outside counsel who practice in the areas of employee benefits/executive compensation, corporate governance and securities regulation as well as corporate and securities litigation.

Program Level: Intermediate (This program assumes the attendee has some basic knowledge of required proxy disclosures and executive compensation practices.)

Credit Available: This program is CLE-credit eligible.

Register now at bloombergbna.com

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