Skip Page Banner  
Skip Navigation

Proxy Litigation: It Keeps Coming!


Product Code - LGN127
Speaker(s): Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP; Eric S. Waxman, Skadden, Arps, Slate, Meagher & Flom LLP; Joseph M. Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP
Add To Cart
Plaintiffs’ firms have been busy filing dozens of lawsuits and issuing many more notices of “investigation” claiming inadequate proxy disclosures. These lawsuits have sought to enjoin the votes on say-on-pay, equity plans proposals and proposals to increase the number of authorized shares under a company’s certificate of incorporation. More recently, plaintiffs’ firms have filed derivative shareholder actions alleging companies have awarded excess executive compensation in violation of their equity plans and, thus, filed purportedly false and misleading proxy statements.

This presentation details the claims made by these plaintiffs as well as the outcomes of the cases that have been filed so far. In addition, the presentation will prepare companies to draft proxy disclosures in light of these developments and provide strategies for companies that become the targets of these lawsuits.

Educational Objectives:

• Understand plaintiffs’ strategies in targeting executive compensation disclosure in annual proxy statements.
• Learn the typical claims made by the plaintiffs.
• Find out about the case outcomes, including court decisions and settlements.
• Understand how to advise employers on drafting proxy disclosures to limit potential exposure.
• Gain an understanding of strategies for dealing with a lawsuit.
• Learn best practices for compensation committees in setting executive compensation in the newly litigious environment.

Who would benefit most from attending the program?

Legal practitioners, both in-house and outside counsel who practice in the areas of employee benefits/executive compensation, corporate governance and securities regulation as well as corporate and securities litigation.

Program Level: Intermediate (This program assumes the attendee has some basic knowledge of required proxy disclosures and executive compensation practices.)

Credit Available: CLE. For more information, please click on the “CLE Credit” tab.

Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP; Eric S. Waxman, Skadden, Arps, Slate, Meagher & Flom LLP; Joseph M. Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP

Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP
Regina Olshan is the global head of Skadden’s Executive Compensation and Benefits Group. Her practice focuses on advising companies, executives and boards on navigating the regulatory complexities of executive compensation and benefits. This includes tax laws (including laws governing deferred compensation, golden parachute arrangements and deduction limitation rules) and securities laws (including reporting and disclosure requirements and registration issues).

In addition, Ms. Olshan regularly advises public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, spin-offs, initial public offerings, restructurings and other extraordinary corporate events, including private equity and leveraged buyout transactions. She also regularly advises large public companies and individual senior executives on the adoption, revision, and negotiation of executive employment and severance agreements.

Ms. Olshan is the author and editor of the Section 409A Handbook. She speaks and writes frequently on executive compensation issues, and has been quoted in various major publications on significant executive compensation issues of the day. Ms. Olshan was ranked in Band 1 in Chambers USA: America’s Leading Lawyers for Business for New York employee benefits and executive compensation. She also is listed in The Best Lawyers in America and The Legal 500 U.S.

Ms. Olshan earned a J.D. from Yale Law School and a B.A. from Harvard University. She is admitted to practice in New York and Connecticut.

Eric S. Waxman, Skadden, Arps, Slate, Meagher & Flom LLP
Eric Waxman has a broad commercial litigation practice, representing clients in both federal and state courts, with a particular emphasis on securities litigation, director misconduct and related claims. He has represented clients in matters involving both federal and state securities laws, duties of corporate directors, SEC and stock exchange inquiries and investigations, civil RICO and contests for corporate control. He also has represented corporations in litigation relating to stock options backdating as well as excessive compensation claims. Mr. Waxman frequently represents directors serving on special committees and regularly litigates cases challenging proxy disclosures.

Mr. Waxman has represented clients in large class and derivative actions and in claims involving partnership disputes, false advertising and unfair business practices, trademark infringement, wrongful termination, breach of loan commitments and lender liability, and various other contract and tort claims. He has lectured and published in the areas of corporate governance, securities litigation and derivative actions. He was the co-chair of the CLE International Corporate Governance Program, for which he has written an article entitled “Standards of Liability for Directors in Special Circumstances.”

Mr. Waxman has published articles on topics related to securities class actions and derivative claims. He has been recognized as a “leading lawyer” by Chambers USA: America’s Leading Lawyers for Business and selected for inclusion in The Best Lawyers in America.

Mr. Waxman earned a J.D. from the University of California--Davis Law School and a B.A. from the University of California--Los Angeles. He is admitted to practice in California.

Joseph M. Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP
As head of Skadden’s Executive Compensation and Benefits Group on the west coast, Joseph Yaffe handles tax and securities law matters arising in equity compensation arrangements and employee benefits issues in corporate transactions, such as mergers and acquisitions. His experience includes representing companies from the biotechnology, entertainment, Internet, medical supply, retail and software industries. He also counsels senior executives at companies throughout the country in connection with executive compensation matters.

Mr. Yaffe advises on tax-qualified plan issues, including issues relating to 401(k) and 403(b) plans. In addition, he represents clients in negotiations with the Internal Revenue Service and Department of Labor regarding compliance issues under the Internal Revenue Code and ERISA. He frequently lectures on tax, benefits and compensation matters, including equity compensation issues for emerging growth companies and tax-qualified plan issues.

Mr. Yaffe is ranked by Chambers USA: America’s Leading Lawyers for Business and The Legal 500: U.S. Guide as one of the country’s leading benefits and compensation attorneys. Before joining Skadden in September 2009, he was a partner at another global law firm, where he served as chairman of the tax department for the firm’s Silicon Valley office.

Mr. Yaffe earned a J.D. from the University of California--Davis Law School and an A.B. from Columbia University. He is admitted to practice in California.

This program is CLE-credit eligible.

If you have further questions regarding a specific state or how to file for CLE credit, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the Legal and Business CLE Accreditation Coordinator.

Hardship Policy
Bloomberg BNA offers a hardship policy for attorneys earning less than $50,000 per year. If an attorney wishes to take advantage of this option, he or she must contact Bloomberg BNA directly. For attorneys who are unemployed or earning less than $35,000 per year, a full discount off the price of the program will be awarded upon written proof of hardship. Attorneys earning between $35,000 and $50,000 per year will receive a 50% discount off the price of the program. Any attorney working in the public service sector also qualifies for a special price. If you have further questions regarding the hardship policy or seek additional information, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to Lindsey Pace, CLE Accreditations Coordinator, or email us at accreditations@bna.com.

Questions
For more information about Mandatory or Minimum Continuing Legal Education (MCLE) requirements, visit the American Bar Association website at http://www.abanet.org/cle/mandatory.html.