Corporate Governance - A Master Class 2017

Hosted By: Practising Law Institute

Why You Should Attend

This program will address key corporate governance issues faced by boards and principal board committees. Public companies and their directors and officers face increasing responsibilities, and even increased risk of liability. They are also under intense scrutiny and in at least some cases significant pressure from investors and regulators. Changing investor expectations and increased investor willingness to seek or force change, through activist campaigns and other methods, have changed the environment in which directors and officers and their advisers operate. These developments have been complicated by significant legal and regulatory changes, including evolving standards under Delaware law and SEC and other federal developments in rulemaking and enforcement.

Corporate governance provides the framework within which directors and officers must operate in fulfilling their responsibilities. In-house and outside advisers are called on both to provide day-to-day counseling and to address crisis situations in the corporate governance context. Our program will both highlight the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provide practical guidance as to how to address them.

What You Will L​earn About

  • The evolving enforcement world, including the importance of whistleblowers and the unclear guideposts for cooperation
  • Cybersecurity --you may be tired of talking about it, but it is still a hot issue for nearly all companies
  • How does the Comp Committee successfully design, explain and defend a compensation program with today’s ever-changing expectations and “say-on-pay” votes?
  • Practical guidance for a successful proxy season and plus one problems
  • Evolution of compliance oversight--the role of the Audit Committee, other committees and the Board
  • Board composition — refreshment, diversity, continuity and strategic vision
  • When do the Board or its members need separate counsel

Who Should Attend

This program is designed for experienced corporate and securities attorneys with responsibility for advising officers, directors and other senior company officials on their governance matters and issues, as well as for directors and officers themselves.