We have partnered with many Society members to deliver a program which will occur in three virtual one-hour sessions on four days in October and culminate in an afternoon of in-person sessions followed by a Cocktail Reception.

Program Schedule

Sessions 1 through 4 will take place the mornings of October 13, 14, 19, 26 at the following times:
8:50                  Welcome
9:00-10:00        First Program
10:15-11:15      Second Program
11:30-12:30      Third Program

Session 5 will take place the afternoon of October 27 at the offices of Weil, Gotshal & Manges LLP at the following times:
12:45                Welcome
1:00-2:00          First Program (Ethics)
2:05-3:05          Second Program (Ethics)
3:05-3:30          Break
3:30-4:30          Third Program
4:35-5:35          Fourth Program
5:35-7:30          Cocktail Reception

Agenda

Session 1: Skadden, Arps, Slate, Meagher & Flom LLP, October 13
Shareholder Proposals and No-Action Letters in the 2022 Proxy Season: The panel will discuss lessons learned from several surprising no-action letter responses, key shareholder proposal voting trends and expectations concerning no-action letters and shareholder proposals for the 2023 proxy season.

Speakers:

• Ryan Adams, Counsel, Skadden, Arps, Slate, Meagher & Flom LLP
• John Galloway, Principal, Global Head of Investment Stewardship, The Vanguard Group
• Marc Gerber, Partner, Skadden, Arps, Slate, Meagher & Flom LLP
• Yumi Narita, Executive Director of Corporate Governance, Office of the New York City Comptroller

Proxy Updates and Hot Topics: This panel will discuss the role of proxy advisory firms, universal ballots, diversity disclosures, ESG disclosures in proxy statements and other emerging areas salient to attorneys, corporate secretaries and other governance professionals.

Speakers:

• Brian Breheny, Partner, Skadden, Arps, Slate, Meagher & Flom LLP
• John “Mac” Stuckey, Vice President, Deputy General Counsel and Corporate Secretary, CarMax
• Ashna Zaheer, Assistant Corporate Secretary and Senior Legal Counsel, The Coca-Cola Company

Moderator:

• Raquel Fox, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Developments in Executive Compensation, Insider Trading, Rule 10b5-1 Plans & Share Repurchases: The panel will discuss legal developments in executive compensation, insider trading, Rule 10b5-1 plans, and share repurchases.

Speakers:

• Mark Borges, Principal, Compensia, Inc.
• Mary Dear, Assistant Vice President, Principal Associate General Counsel, Nasdaq, Inc.
• Joseph Yaffe, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Moderator

• Caroline Kim, Counsel, Skadden, Arps, Slate, Meagher & Flom LLP

Session 2: Mayer Brown LLP, October 14

U.S. Women’s National Soccer Team: Landmark Win for Equal Pay: The players on the U.S. Women’s National Soccer Team (USWNT) recently announced a landmark settlement in their equal-pay lawsuit against the U.S. Soccer Federation. The Washington Post called the settlement “a huge victory on pay equality.” The settlement marks the first commitment from a major U.S. sports federation to pay female and male athletes equally. The panelists will give a behind-the-scenes look at the case including the winning appellate strategy and the historic settlement.

Speakers:

• Anna Marciano, General Counsel for Nespresso USA & Nestlé Premium Waters Division, Head of Sustainability for Nespresso USA and Head of Zone North America Legal Sustainability for Nestlé
• Nicole Saharsky, Partner, Mayer Brown LLP

ESG and the SEC: The Enforcement Division Task Force and Proposed New Rules: As the SEC moves forward with an aggressive Environmental Social and Governance (ESG) rule-making agenda, and legislative measures and formal regulations addressing ESG are promulgated worldwide, ESG mandated disclosure and related enforcement and litigation has begun in earnest. With the SEC and others filing the first major ESG-related securities action out of the United States and highly significant judicial developments in a number of global jurisdictions, the gates are open globally regarding significant ESG requirements and they pose at an enterprise level. Entities—and those who run them—must now comply or face catastrophic enforcement and litigation, both locally and wherever they raise capital. The panel will address these issues in depth.

Speakers:

• Richard Rosenfeld, Partner, Mayer Brown LLP
• Jennifer Carlson, Partner, Mayer Brown LLP

U.S. Supreme Court: Lessons from Last Term’s Decisions and Issues on the Horizons: The Supreme Court’s most recent Term produced rulings on many important business issues, including the power of federal regulatory agencies, arbitration, and the scope of liability in private actions under federal law. The panel will discuss the Court’s decisions in those cases and offer insights about what lies ahead.

Speakers:

• Douglas Chia, President, Soundboard Governance LLC
• Andrew Pincus, Partner, Mayer Brown LLP
• Nicole Saharsky, Partner, Mayer Brown LLP

Session 3: Environmental, Social & Governance Center, The Conference Board, October 19
Board Composition and Refreshment: This panel will discuss how to view board composition in a way that goes beyond the traditional skills matrix; to identify, vet, and onboard directors to maximize the benefits of board diversity; and to effectively use the suite of tools at a board’s disposal to foster the appropriate level of board refreshment.

Speakers:

• Rich Fields, Head of Board Effectiveness, Russell Reynolds Associates
• Stacey Maris, Senior Vice President, Deputy General Counsel and Secretary, AT&T Corporation
• Merel Spierings, Corporate Governance Researcher, The Conference Board

Moderator:

• Paul Washington, Executive Director, Environmental, Social & Governance Center, The Conference Board

Board Oversight of Human Capital Management: This panel will address the current state of board oversight of HCM, how boards can become more engaged without stepping over the line into management’s role, the challenges associated with having the compensation committee take on additional responsibilities for HCM, and the kind of information the board needs to oversee HCM effectively.

Speakers:

• Gail Lione, Senior Counsel, Dentons US LLP
• Will Prickett, Partner, Seyfarth Shaw LLP

Moderator:

• Paul Washington, Executive Director, Environmental, Social & Governance Center, The Conference Board

Board Effectiveness: Join this panel to learn why C-suite executives (other than the CEO) have a relatively low opinion of board effectiveness, ways in which boards can improve, and steps management can take to close both the actual and perceived performance gap.

Speakers:

• Denise Kuprionis, President, The Governance Solutions Group
• Leah Malone, Managing Director, Governance Insights Center, PwC US

Moderator:

• Matteo Tonello, Managing Director, Environmental, Social, and Governance, The Conference Board

Session 4: Willkie Farr & Gallagher LLP, October 26
National Security Regulation in a Time of Crisis: Sanctions, CFIUS, and Enforcement: Over the last decade, international business has increasingly collided with regulation on the basis of national security. In particular, companies operating outside the United States have faced sudden and expansive sanctions in Russia, Venezuela, and elsewhere in the world. Moreover, foreign investors have contended with the growing jurisdiction of the Committee on Foreign Investment in the United States, and the proliferation of similar FDI regimes in other countries. The panelists will discuss the growing challenges faced by companies to navigate the unexpected and often opaque legal challenges driven by national security and foreign policy crises.

Speakers:

• David Mortlock, Partner, Willkie Farr & Gallagher LLP
• Daleep Singh, Chief Global Economist and Head of Global Economic Research, PGIM Fixed Income

Crypto and the Regulatory Path Forward: Current regulatory frameworks present unique challenges, pitfalls and obstacles for the crypto industry and for digital asset securities and funds.  While there has been significant enforcement activity, developments in regulatory policy have been incremental and tentative.  This panel will take on this complicated puzzle, discussing existing financial regulatory regimes, recent law enforcement actions, and the prospects for current proposals.

Speakers:

• Christopher Giancarlo, Senior Counsel, Willkie Farr & Gallagher LLP
• Kristina Littman, Partner, Willkie Farr & Gallagher LLP
• Brett W. Redfearn, Founder, Panorama Financial Markets Authority

Recent Developments in SEC Rulemaking: The panel will discuss the short- and long-term action items on the SEC’s 2022 regulatory agenda, including the environmental, Rule 14a-8, SPAC, and 13D/13G releases.

Speakers:

• Dalia Blass, Senior Managing Director, BlackRock, Inc.
• Robert Jackson, Professor, New York University School of Law
• Robert Stebbins, Partner, Willkie Farr & Gallagher LLP

Moderator:

• Katherine Kelly, Vice President, Deputy General Counsel & Corporate Secretary, Meta Platforms, Inc.

Session 5: Weil, Gotshal & Manges LLP, October 27
Join us in person for our final day of programming and to enjoy a cocktail reception following the afternoon’s panels. Please note that today’s programs will not be recorded, however, presentation materials will be available on the Society’s website.

Navigating the Minefield of Legal and Ethical Issues in Conducting Internal Investigations: A Tale of Lessons Learned and Best Practices: In an age of heightened scrutiny, companies and their boards are continuing to face an increasing need to conduct internal investigations in response to alleged misconduct. Internal investigations will often implicate legal, ethical and other issues that companies must navigate carefully in order to preserve the integrity of the investigatory process and its results. The panelists will discuss lessons learned based on their experience navigating legal and ethical implications that can arise when a board of directors or special committee oversees a sensitive investigation.

Speakers:

• John P. Barry, Partner, Weil, Gotshal & Manges LLP
• Celine Chan, Counsel, Weil, Gotshal & Manges LLP
• Sarah Coyne, Partner, Weil, Gotshal & Manges LLP

Ethics Lessons for In-house Lawyers from Behavioral Science: Findings from behavioral science research have dramatically changed how we think about what people do and why they do it. These findings have profound implications for how we understand individual and organizational responses to compliance and for how we develop and implement corporate compliance programs. In-house lawyers are often under considerable pressure to become comfortable with the legality and legitimacy of client goals. This panel presentation explores, among other things, the forces at work when in-house counsel confront such pressure and how to recognize biases in order to avoid violating rules of legal ethics and professional responsibility. The panel will draw from Professor Nelson’s recently published book for strategies that promote ethical and mitigate unethical behavior.

Speakers:

• Howard Dicker, Partner, Weil, Gotshal & Manges LLP
• Alla Lerner, Managing Director & Associate General Counsel, JPMorgan Chase & Co.
• J.S. Nelson, Fellow, Harvard Law School

Corporate Purpose: Values and Value Creation: The events of the last several years have transformed corporations into leaders in social and political causes. Corporate purpose is at the forefront of C-suite and boardroom discussions, amplified by pressures from employees, investors, customers, suppliers, communities and other constituencies. This panel will discuss the role of the corporation to create value and uphold values in an ever-changing landscape, as well as the practical and legal considerations involved in addressing demands for corporations to advance sensitive political and social issues.

Speakers:

• Lyuba Goltser, Partner, Weil, Gotshal & Manges LLP
• Kathy Hopinkah Hannan, Board Member, Annaly Capital Management, Inc.
• Deirdre Stanley, Executive Vice President & General Counsel, The Estée Lauder Companies Inc.
• Lisa Boyd, Managing Director, Joele Frank

Mindful Leadership in a Changing World: A Conversation with Nabanita Nag, Chief Legal Officer of Norfolk Southern: Hosted by Michael J. Aiello, Chairman of the Corporate Department of Weil, this discussion will explore the evolving and important leadership role of the General Counsel in navigating legal and business uncertainties amidst unprecedented macro-economic, geopolitical and human capital pressures.

Speakers

• Michael J. Aiello, Partner, Weil, Gotshal & Manges LLP
• Nabanita Nag, Executive Vice President and Chief Legal Officer, Norfolk Southern

Program Fee - $350.00 until September 9th; $395 from September 10th.
You will need to register by October 5th.

We are applying for CLE credits, including two hours of Ethics.

Here is what you need to do now!
The programming runs from October 13th - October 27^th.

Sessions on October 13, 14, 19 and 26 are virtual so find a quiet place to enjoy the discussion.
On October 27^th, our final day of programming will be held at the offices of Weil, Gotshal & Manges LLP, 767 5^th Avenue, New York, NY. Below is Weil’s COVID visitor policy.

• All participants must be fully vaccinated in order to enter the Weil space.
• All visitors must submit a visitor health certification and provide proof of vaccination upon arrival to the 25th floor.
• Masks: While strongly encouraged in common spaces in the office, masks are not required.

Prior to the program we will distribute instructions for signing in. You will be told how to obtain your CLE and Ethic credits each day of the conference during the programs.

• Any time before October 5th at 4:00 PM, we will honor a cancellation and return all fees. Please contact Tracie Vicki at [email protected].
• If you have questions, please contact Tracie Vicki at [email protected] or (860) 234-7201.
• With the exception of our in-person sessions, we will have a recording available for 30 days and materials can be found on the Society’s website.

We look forward to another great Conference!

Kristina Fink, President, New York Chapter
Holly Youngwood, Vice President and Program Chair, New York Chapter
Nicole Napolitano, Secretary, New York Chapter
Lisa Atkins, Treasurer, New York Chapter
Tracie Vicki, Senior Conference Advisor

Click here for the New York Chapter’s Financial Hardship Guidelines.