2020 Eastern Regional Fall Conference
FOR THE NEW YORK, EASTERN NEW ENGLAND, FAIRFIELD-WESTCHESTER AND HARTFORD CHAPTERS
"The Governance PlayBook in Seven Acts”
Just as you would expect from Shakespeare – Tragedy and Comedy make their way into our new world.
We have partnered with certain Society member law firms to deliver a program which will occur in two one-hour sessions on seven days (or seven “acts”) this fall. With short sessions on seven different dates, we are hopeful that attendees can seamlessly fit the sessions into their work day.
Acts I through VI will take place the mornings of September 15, 16, 30 and October 1, 5, and 6 at the following times:
8:30-9:30 First Session (Scene I)
9:45-10:45 Second Session (Scene II)
Act VII Ethics, will take place the afternoon of October 15 at the following times:
4:15-5:15 First Session (Scene I)
5:30-6:30 Second Session (Scene II)
You will need to purchase your ticket by 5 pm September 9th for the Budget-Friendly Fee of $299.00
Act I: Sidley Austin LLP, September 15
Scene I: Things haven’t been this interesting in a generation. While most of Corporate America is struggling with the COVID-19 pandemic, activist hedge funds and corporate raiders don’t see a humanitarian and economic crisis of epic proportions — they see an opportunity. After all, after the Financial Crisis 2009 saw the highest number of proxy contests in recent history. How should companies prepare for activist campaigns and hostile takeover bids in the middle of a pandemic?
•Betsy Atkins, Board Member, Wynn Resorts, SL Green, Volvo Car and GlobalLogic
•Joele Frank, Founder and Managing Partner, Joele Frank, Wilkinson Brimmer Katcher
•David Rosewater, Global Head of Shareholder Activism & Corporate Defense, Morgan Stanley
•Kai H.E. Liekefett, Co-Chair of the Shareholder Activism Practice, Sidley Austin LLP
Scene II: The "S" in ESG: Perspectives for Advising the Board. A year ago, the Business Roundtable’s Statement on Corporate Purpose renewed the focus of ESG discussion on the role that the corporation plays in society in meeting the fair expectations of a range of stakeholders. More recently the COVID pandemic and heightened concerns about racial injustice and inequality have further focused the ESG lens on the social impact of corporate activities. This panel will focus on trends and practices regarding the social dimension of ESG.
•Michele J. Hooper, Director of UnitedHealth Group and United Airlines; President and CEO of The Directors’ Council
•Anne Simpson, Director of Governance and Strategy at CalPERS; Member of the SEC Investor Advisory Committee
•Holly J. Gregory, Co-Chair of Corporate Governance & Executive Compensation Practice, Sidley Austin LLP; President of the American College of Governance Counsel
Act II: Skadden, Arps, Slate, Meagher & Flom LLP, September 16
Scene I: Disclosure Challenges in COVID Crisis. The ongoing COVID crisis presented a number of disclosure challenges for companies and their advisors. The SEC and its staff provided guidance for companies to consider as they navigate these challenges. The panelists will discuss key takeaways and lessons to be learned from the crisis.
•Tara Wortman Gabbai, Assistant General Counsel, Pfizer Inc.
•Sheilagh M. Clarke, Senior VP, General Counsel & Secretary, Foot Locker, Inc.
•John M. Stuckey, III (Mac), Deputy General Counsel and Assistant Secretary, CarMax, Inc.
•Brian Breheny, Partner, SEC Reporting and Compliance, M&A, Capital Markets and Corporate Governance, Skadden, Arps, Slate, Meagher & Flom LLP
Scene II: An Investor Perspective: Preview of the 2021 Proxy Season. Hear a variety of investor perspectives as the panel explores key takeaways from the 2020 proxy season and evolving investor views on environmental, social and governance topics, as well as stakeholder capitalism and
COVID – 19. The panel also will discuss the latest investor views concerning “Off season” engagement and the topics on which investors will be focused looking forward to the 2021 proxy season.
•Michael Garland, Assistant Comptroller for the Corporate Governance and Responsible Investment, Office of New York City Comptroller Scott M. Stringer
•Tom Elliott, Assistant Vice President: Governance and Proxy Specialist, Capital Research and Management Co.
•Adrienne Monley, Head of Investment Stewardship – Americas, Vanguard
•Marc Gerber, Partner, M&A, Corporate Governance, Skadden, Arps, Slate, Meagher & Flom LLP
Act III: Shearman & Sterling LLP, September 30
Scene I: An Update from Corp Fin. A Discussion with David R. Fredrickson, Associate Director and Chief Counsel of the Division of Corporation Finance – SEC Corp Fin Chief Counsel David Fredrickson will provide an overview of the activities in the Division of Corporation Finance.
The Executive Producers:
•David R. Fredrickson, Associate Director and Chief Counsel, Division of Corporation Finance Securities and Exchange Commission
•Lona Nallengara, Partner, Shearman & Sterling LLP
Scene II: To ESG, or not to ESG? That is no Longer a Question. Moderator George Casey, Shearman & Sterling’s Global Managing Partner, will be joined by distinguished panelists to discuss key trends in the changing ESG landscape. They will provide practical guidance how to advise Boards of Directors on the changing ESG landscape, with a focus on a number of ESG impact areas, including the creation and execution of a sustainable ESG strategy, reporting practices and risk management.
• Thomas Kim, Chief Legal Officer and Company Secretary, Thomson Reuters
• Bridget Quinn, Associate General Counsel and Corporate Secretary, Whirlpool Corporation
• Amy E. Wilson, General Counsel and Corporate Secretary, Dow
• Ray Cameron, Managing Director, Head of Investment Stewardship, BlackRock
• George Casey, Global Managing Partner, Shearman & Sterling
Act IV: Weil, Gotshal & Manges LLP, October 1
Scene I: Emerging Trends in Executive Compensation Design. Compensation Committees continue to be challenged to establish executive compensation programs that serve to incentivize and retain talent and also satisfy the demands of investors and other company constituencies. This panel will discuss emerging trends in the design, implementation and disclosure of executive compensation, as well as the impact of the COVID-19 pandemic on executive compensation and talent management for 2020.
•Andrew M. Goldstein, Managing Director, Executive Compensation, Willis Towers Watson
•Alison A. Quirk, Former Compensation Committee Chair, Legg Mason Global Asset Management; Former Chief Human Resource and Citizenship Officer, State Street Corporation
•Paul Wessel, Co-Chair of the Tax Department and head of the Executive Compensation & Benefits Group at Weil, Gotshal & Manges LLP
Scene II: Board and Committee Risk Oversight: Preparing for the Unprecedented. Unprecedented market disruption and human and economic losses from the pandemic have underscored that the Board must remain vigilant in risk oversight and preparedness. This panel will discuss how Boards of Directors and the C-Suite are thinking about risk allocation and crisis preparedness and explore the top risks discussed in the boardroom today, including technology, culture, climate and sustainability, and human capital.
• Kathy Hopinkah Hannan, PhD, CPA, Director and Audit Committee Chair of Annaly Capital Management, Inc.; Director and member of Audit Committee, Otis Worldwide Corporation; Retired KPMG Partner
• Aimie Killeen, Executive Vice President, General Counsel and Secretary at Cardtronics Plc.
Others to be confirmed.
• Amy Brachio, Partner, Global Risk and Performance Improvement Leader, E&Y Global Business Consulting
• Lyuba Goltser, Partner, Public Company Advisory Group at Weil, Gotshal & Manges LLP
Act V: White & Case LLP, October 5
Scene I: Once More Unto The Breach. Crisis Management and Investigative Tactics: What Your Board Needs to Know About Commercial Litigation and Investigations
Tara Lee, Partner, White & Case, will present, through multimedia video excerpts including congressional testimony, news coverage, and declassified after actions reports, key crisis management takeaways for corporate governance professionals gleaned from the military’s lessons learned after the Beirut Marine barracks bombing in 1983, the attack on Khobar Towers in Saudi Arabia in 1996, and the portside bombing of the USS Cole in Yemen in 2000.
The Executive Producer:
•Tara Lee, Partner, White & Case LLP
Scene II: The Newsies: The Evolving Landscape of Investor Relations. Investor outreach methodologies and strategies are changing at a rapid pace. The investor relations function has evolved to take a lead role with the functions of finance, communications, marketing, legal and sustainability in helping control the flow of information between a public company, its investors, and its stakeholders. Hear about the best strategies and tips to creating an integrated team that can manage the disclosure and investor relations function effectively at a public company in today’s rapidly changing environment.
•Valerie Haertel, CVS Health, Senior Vice President of Investor Relations
•Yafit Cohn, Travelers, Vice President, Chief Sustainability Officer and Group General Counsel
•Jeff Grossman, Solebury Trout, Co-Chief Executive Officer
•Dov Gottlieb, White & Case LLP, Partner – Public Company Advisory Group
Act VI: Gibson Dunn & Crutcher LLP, October 6
Scene I: The 2020 Proxy Season: A Season to Remember. The 2020 Proxy Season was one for the record books. Companies moved to virtual annual meetings during the 2020 proxy season amid the COVID-19 pandemic. We will discuss lessons learned from virtual annual meetings and expectations for the coming season. We will also review trends in shareholder proposals and how ISS and Glass Lewis and institutional investor policies influenced voting results and expectations for the coming season.
•Ron Mueller, Partner, Gibson, Dunn & Crutcher LLP
•Courtney Haseley, Of Counsel, Gibson, Dunn & Crutcher LLP
•Aaron Briggs, Of Counsel, Gibson, Dunn & Crutcher LLP
Scene II: What Comes Next? What to Expect in 2021: Proxy Advisory Firms, Rule 14a-8 and Universal Proxy. SEC rule proposals on proxy advisory firms, the shareholder proposal rule and universal proxy may have a significant effect on the upcoming proxy season. We will discuss upcoming rule changes and how they might impact the 2021 proxy season. This conversation will discuss both the institutional investor and company perspective.
•Amy Borrus, Executive Director, CII
•Doug Chia, President, Soundboard Governance
•Lori Zyskowski, Partner, Gibson, Dunn & Crutcher LLP
Act VII: Willkie Farr & Gallagher LLP, October 15
Scene I: Attorney – Client Privilege and In- House Counsel: Duties, Dangers & Developments. Identifying and resolving ethical issues presented by the corporation as the client in the context of complex commercial litigation. Case studies will be used to illustrate common issues and how they are resolved.
The Executive Producer:
•Joseph T. Baio – Senior Counsel in the Litigation Department, Willkie Farr & Gallagher LLP
Scene II: Ethical Considerations in Providing OFAC and other Sanction Advise. Keeping your company or client compliant with economic sanctions is challenging enough, but counsel can also run afoul of OFAC regulation by inadvertently facilitating transactions with Iran, Syria, Cuba, or other sanctioned parties. We will discuss how to provide legal advice on business involving sanctions targets while also remaining compliant with U.S. Sanctions on various jurisdictions, individuals, and entities around the world.
The Executive Producer:
•David Morlock – Chair of Willkie’s Global Trade & Investment Practice Group and DC Managing Partner
You will need to purchase your ticket by 5 pm on September 9th for the Budget-Friendly Fee of $299.00
WE ARE APPLYING FOR CLE CREDITS, INCLUDING TWO HOURS OF ETHICS
Here is what you need to do now!
The show runs from – September 15th - October 6th you will need to reserve a soft chair in a quiet room of your home. Plan to fill a carafe with your favorite morning liquid and not to worry, there will be a break in between the sessions. Do not forget a pen and paper or tablet for notes.
For October 15th, you could use the same room and sit in the same chair – just be ready for some entertainment during the virtual reception 6:30-7:30.
You only need to purchase your ticket once for all seven days no later than 5 pm on September 9th.
Prior to the performance we will distribute instructions for each day. You will be told how to obtain your CLE and Ethics credits each day of the show during the acts.
*Any time before September 8th at 4 PM, we will honor a cancellation and return all ticket fees if e-mailed to Tracie Vicki at [email protected].
*If you have questions, please contact Tracie Vicki at [email protected] or (860) 234-7201.
*This is a live-only performance; no recording will be available. Materials will be on the Society’s website after the performance for a limited time.
We look forward to another great Conference!
Emily Epstein, President, New York Chapter
Timothy Ring, Vice President and Program Chair, New York Chapter
Jessica Olich, Secretary, New York Chapter
Kristina Fink, Treasurer, New York Chapter
Click here for the New York Chapter's Financial Hardship Guidelines.