SEC Update: Prepare for the 2010 Regulatory Changes
Recorded November 16, 2009
90 minutes
Background | Agenda | Panelists | Who will benefit | Get log-in
Background
The turmoil that has burdened the broad economy and affected public institutions in the last 18 months has reinforced the critical issues of corporate governance and enterprise risk management. In an effort to restore transparency, increase disclosure, and bolster investor confidence, the SEC recently issued several proposals with potentially sizeable impacts on publicly traded companies large and small. What new burdens will the changes impose?
To get the answers you need to prepare now, join this roundtable discussion by corporate governance experts as they offer their views on the implications of the recent SEC actions for publicly traded companies across all sectors.
Agenda
Objectives
- Explore the implications of new SEC proposals on decision making and disclosures
- - Recognize who will be impacted most by these changes
- - Evaluate the effects of these rulings on your company and the additional expense in dollars and time
- - Receive guidance on how to operate under and manage these new regulations
- - Identify what you need to do to prepare for these new rule changes
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- Amended Rule 452.11 eliminating broker discretionary voting for the election of board directors and its implications for large-cap, mid-cap and small-cap companies
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Proxy access |
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- Expanded Compensation Discussion and Analysis (CD&A) risk disclosure
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- Return of fair value stock and option reporting
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- Requirement to disclose to shareholders any changes to board leadership structure
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- Additional disclosure on compensation consultants
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- Accelerated 8-K reporting of shareholder meeting results
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Panelists
Kenneth L. Altman
President, The Altman Group, Inc.
With over 35 years of experience in proxy solicitation and shareholder communications, Ken Altman is one of the most knowledgeable people in the U.S. in the proxy solicitation field. His company, The Altman Group, is the winner of the last two TOPS Awards for Best Proxy Solicitation Firm.
Ken founded The Altman Group in 1995 and the company today includes executives formerly with ISS, ADP, Georgeson, Morrow & Co., & D.F. King. In addition to corporate proxy solicitation, the company's business expertise includes corporate governance consulting, open and closed–end mutual fund solicitations, shareholder and bondholder identification, and bankruptcy claims and balloting.
Ken began his career in the proxy industry in 1969 working part–time in a brokerage firm back office while in college. In early 1970, he joined D.F. King & Company, working there through the balance of his college years and while he completed his MBA. Ken joined Hill & Knowlton in 1976 founding and running their proxy business for 18 years.
David M. Lynn
Partner, Morrison & Foerster LLP
A partner in the Washington D.C. Office of Morrison & Foerster, David Lynn is Co-Chair of the firm’s Global Public Companies practice and is the former Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.
At the SEC, David was intimately involved in implementing and interpreting the record amount of SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act of 2002. Today, his practice
focuses on advising a wide range of clients on SEC matters, securities transactions and corporate governance. In addition to being a leading authority on SEC issues, Mr. Lynn is well known in the area of executive compensation disclosure, having led the SEC rulemaking team that drafted sweeping revisions to the SEC's executive compensation and related party disclosure rules.
David received his J.D., with honors, from The University of Maryland School of Law. He also holds a Master of Science in Finance degree and Bachelor of Business Administration degree from Loyola College.
Michael R. McCoy
Associate, Bryan Cave LLP
Michael McCoy’s practice includes issues related to corporate governance, public and private securities offerings, regulatory compliance and disclosure matters under the federal securities laws.
Prior to joining the firm, Michael practiced in the U.S. Securities and Exchange Commission’s Division of Corporation Finance. While at the Commission, he reviewed and analyzed registration statements involving initial public offerings, mergers, going private transactions, debt and equity offerings, debt exchanges, registrations for resale, and periodic reports for compliance with the federal securities laws. He also served on the Division’s 14a-8 Task Force.
Mike O'Connell (moderator)
Director, Investor Relations Solutions, SNL Financial
Mike O’Connell has over 20 years experience leading product management and business teams for companies in the financial services industry. As the Director, Investor Relations Solutions for SNL Financial, he is responsible for the development of the business unit’s product and market strategy, revenue growth and client satisfaction. He oversees all new product development activities for the IR business, manages relationships with industry partners and directs a team of professionals in support of client product and service needs.
Prior to SNL Financial, Mr. O’Connell served for 4 years as Vice President, Product Management for the ISS division of the RiskMetrics Group. In this role, he developed product and market plans for the firm’s proxy research product line.
Who will benefit
This program is for professionals in public companies across all sectors, specifically:
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- CEOs, Presidents, CFOs, General Counsel, and compliance officers
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- Investor relations officers
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- External financial reporting managers
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