Prepared for distribution at the HOT ISSUES IN EXECUTIVE COMPENSATION 2014 Program New York City, September 12, 2014
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1 Prepared for distribution at the HOT ISSUES IN EXECUTIVE COMPENSATION 2014 Program New York City, September 12, 2014 CONTENTS: PROGRAM SCHEDULE FACULTY BIOS Equity Trends Report Aaron Boyd Equilar 2. Executive Stock Ownership Guidelines Report Aaron Boyd Equilar 3. Top 250 Companies: Trends on Realized/Realizable Pay Disclosure Bindu M. Culas Frederic W. Cook & Co., Inc Director Compensation Report: Non-Employee Director Compensation Across Industries and Size Bindu M. Culas Frederic W. Cook & Co., Inc. 5. Change-of-Control Protections (July 2014) Jeannemarie O Brien Wachtell, Lipton, Rosen & Katz 6. M&A Executive Compensation Enhancements and Impact on the Say-on-Golden-Parachute Vote (December 17, 2013) Marc R. Trevino 5
2 7. Revisiting Management Compensation in LBOs Matthew Friestedt Henrik Patel Marc R. Trevino 8. Drafting and Negotiating Public Company Executive Employment Agreements: A Practitioners Guide Jeannemarie O Brien Adam J. Shapiro Wachtell Lipton Rosen & Katz Jeremy L. Goldstein Jeremy L. Goldstein & Associates, LLC 9. Making it Work: Employing an EU Workforce Through Transactions and Beyond (June 25, 2014) Erica Schohn John Furfaro David Schwartz Helena Derbyshire Stephanie Stein Ulrich Ziegler 10. A New Kind of Captured Board, What we should be worrying about: the management knowledge-captured board. (First Quarter 2014) Ann C. Mulé 11. Peer Groups Understanding CEO Compensation and a Proposal for a New Approach (The Conference Board) (April 2013)
3 12. Executive Superstars, Peer Groups, and Over-Compensation: Cause, Effect, and Solution (The Journal of Corporation Law) (Vol. 38, Issue 3, 2013) Compensation and the Myth of the Corporate Superstar (Harvard Business Review HBR Blog Network) (February 1, 2012) Executive Compensation: Avoiding Proxy Litigation and Say-on-Pay Pitfalls in 2014 (January 16, 2014) Advising Compensation Committees: Independence Standards and Other Emerging Issues (July 2014) Daniel S. Stellenberg Amy Gitlitz Bennett 16. Nasdaq Proposes Modifications to Compensation Committee Independence Requirements (December 9, 2013) SEC Proposes Long-Awaited Pay Ratio Rules (September 24, 2013) In re Trados: Directors Dodge a Bullet (August 16, 2013) John J. Cannon, III 7
4 19. SEC Approves NYSE and Nasdaq Listing Standards for Compensation Committees and Their Advisors (January 29, 2013) IRS Section 409A Audit Initiative May Signal Increased Enforcement Activity (May 28, 2014) Changes in Time and Form of Payment ABA Taxation Section Comment Letter From Michael Hirschfeld, Chair, Section of Taxation to Hon. John A. Koskinen, Commissioner, Internal Revenue Service, Comments on Proposed Treasury Regulations Under Section 162(m)(6) (July 10, 2014) Andrew L. Oringer Dechert LLP 23. An Appreciation for Fund-Based Deferred Compensation (Bloomberg BNA, Pension & Benefits Daily) (June 20, 2014) Andrew L. Oringer Andrew H. Braid Young Eun Lee Dechert LLP 24. Are You Sure Your Conversation is Privileged? Application of the Fiduciary Exception in ERISA Litigation Myron D. Rumeld Stacey C.S. Cerrone Russell L. Hirschhorn Robert W. Rachal 8
5 25. ERISA Fiduciary Duties Regarding 401(K) & ESOP Investments in Employer Stock (April 4, 2013) Robert W. Rachal Howard Shapiro Nicole Eichberger Brian Neulander 26. Ethical Considerations for the Executive Compensation or Benefits Attorney: Who is the Client? Martha N. Steinman Hogan Lovells US LLP INDEX Program Attorney: Grace O Hanlon 9
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