Friday, January 18, 2013

January 23/Web: Litigating and Advising on Clawbacks of Executive Compensation #MCLE

Recent legislation, SEC enforcement actions and Board compensation committee initiatives have put at risk the compensation of CEOs, CFOs and other senior executives of public companies. Bonuses and stock sale proceeds are now subject to "clawbacks" in the event of material errors in financial statements, under the Sarbanes Oxley and Dodd Frank statutes. The SEC has begun a series of aggressive enforcement actions seeking "no fault" clawbacks from executives not alleged to have done anything wrong. Many compensation committees of Boards of Directors have implemented "voluntary" clawback provisions for executives. And, Dodd Frank requires compensation committees to adopt "self-executing" clawback rules, which will be the subject of forthcoming SEC regulations.
These and other recent developments with executive clawbacks will be discussed by a panel of highly qualified experts, including:
  • The securities litigator who defended the SEC's first "no fault" clawback case.
  • A leading compensation consultant who advises the Boards of many Fortune 500 companies on compliance with these evolving clawback requirements.
  • An experienced compensation lawyer who negotiates compensation agreements for executives and their employers.
Litigating and Advising on Clawbacks of Executive Compensation
Wednesday, January 23, 2013
2:00 PM EST
  • Eligible in NY, CA and IL
  • Other states: check with your credit-granting authority.
  • John W. Spiegel is a partner in the Los Angeles office of Munger, Tolles & Olson LLP. He has extensive experience in representing public companies and their officers and directors in securities litigation and SEC investigations and enforcement actions and is nationally recognized in Chambers in that practice area. He was lead defense counsel in the case of first impression brought by the SEC under the Sarbanes Oxley Act seeking to clawback compensation from a CEO not charged with misconduct, SEC v. Jenkins (D. Ariz). Mr. Spiegel graduated from Yale Law School where he was Editor in Chief of the Yale Law Journal, and clerked for Justice Byron White on U.S. Supreme Court.
  • David E. Gordon is the managing director in the Los Angeles office of Frederic W. Cook & Co. He was previously a managing director at Pearl Meyer & Partners and, prior to that, a partner and chair of the Tax Department at O’Melveny & Myers LLP. He holds an A.B. from Harvard College and a J.D. from Harvard Law School, where he was a member of the Law Review.
  • Williana H. Chang is of counsel in the Los Angeles office of Munger, Tolles & Olson specializing in executive compensation and employee benefits law. Her practice focuses on compensation arrangements in mergers and acquisitions, financings, IPOs and other corporate transactions. Ms. Chang has extensive experience in establishing and maintaining equity compensation plans, cash bonus plans, deferred compensation arrangements, and change of control agreements. She regularly negotiates executive severance, retention and employment agreements on behalf of executives and employers. In addition, Ms. Chang advises clients regarding tax rules under Internal Revenue Code section 409A, section 162(m), and sections 4999 and 280G; and the SEC rules governing executive compensation disclosure.
  • Munger, Tolles & Olson LLP

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