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Stock Award Litigation: From Watchful to Well-Drafted



Tuesday, December 18, 2012
Product Code - LGN95
Speaker(s): J. Mark Poerio, Paul Hastings LLP; Helen Y. Lee, Paul Hastings LLP; Damian A. Myers, Paul Hastings LLP
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The faculty for this program will discuss a broad range of cases involving stock award disputes between employers and executives. Defective plan provisions, misapplied claims procedures, and merger-related issues will all be addressed.

Attendees will benefit from forward-looking advice presented, which will be directed toward improving the terms of stock plans and stock awards, with lessons drawn from recent litigation. References to multi-million dollar litigation will be made, including merger-related cash-outs, forfeitures for competition, vesting disputes, and corrective Section 409A amendments.

Educational Objectives:

• Gain an understanding of the litigation risks associated with ambiguous plan terms or mistakes in the processes for making awards.

• Find out about the pros and cons of (i) long versus short form documentation and (ii) award provisions relating to the offer and acceptance of plan awards.

• Learn about the risks associated with restructuring, amending or terminating awards.

Who would benefit from attending the program?

Corporate lawyers, employment lawyers, and human resource professionals.

Program Level: Intermediate.

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

J. Mark Poerio, Paul Hastings LLP; Helen Y. Lee, Paul Hastings LLP; Damian A. Myers, Paul Hastings LLP

J. Mark Poerio, Paul Hastings LLP
Mark Poerio is a partner in the Employment Law practice of Paul Hastings, and co-chairs its Global Compensation, Benefits, and ERISA practice. For 25 years, Mr. Poerio has been in private practice with a focus on executive compensation and employee benefit matters, especially from a business, governance, tax, and securities perspective. He works regularly and globally with every Paul Hastings office, and has significant pro bono representations relating to not-for-profit governance, executive compensation, and tax matters.

Mr. Poerio regularly assists the global client base of Paul Hastings with the corporate, tax, financial accounting, securities, labor, and litigation issues that relate to executive compensation, especially as it relates to stock plans and awards, performance-based incentive compensation, and the design and structure of clawback and forfeiture provisions relating to loyalty covenants (such as non-competition and confidentiality agreements). Mr. Poerio’s practice also includes the fiduciary and compliance issues relating to retirement and health plans, and the design of executive employment agreements.

Mr. Poerio is admitted to practice in the District of Columbia. He graduated with honors from both the University of Virginia and the Cornell Law School.

Helen Y. Lee, Paul Hastings LLP
Helen Lee is an associate in the Global Banking & Payment Systems practice group in the Corporate Department of Paul Hastings and is based in the firm’s Washington, D.C., office.

Ms. Lee’s practice encompasses both securities and bank regulatory matters involving banking institutions.Her experience has included assisting both foreign and domestic banking institutions with a broad range of issues involving federal and state banking laws, as well as the federal securities laws for publicly traded U.S. holding companies of banking institutions. Ms. Lee has significant experience in the areas of Dodd-Frank Act compliance, bank/thrift and holding company regulation, deposit insurance requirements, compliance with federal and state consumer lending laws, mergers and acquisitions, corporate governance and application of U.S. banking law to the activities of multinational bank holding companies.

Ms. Lee earned a J.D. from The George Washington University Law School, where she was a founding member of The GW Banking Law Society. She earned a B.A. in Politics, cum laude, from New York University. Ms. Lee is conversant in Cantonese and Mandarin and is a member of the District of Columbia, New York, and New Jersey Bars.

Damian A. Myers, Paul Hastings LLP
Damian Myers is an associate in the Washington, D.C. office of Paul Hastings, where he focuses his practice in all aspects of employee benefits and executive compensation law.

Mr. Myers advises clients with regard to tax-qualified retirement plans, health and welfare benefit plans, non-qualified deferred compensation plans, and equity-based compensation programs. A large portion of Mr. Myers' practice involves assisting private and public companies with a broad array of employee benefits-related matters in the context of mergers and acquisitions, such as the assessment and allocation of benefits-related liabilities, post-closing benefit structure, and securities law compliance issues related to executive compensation.

Mr. Myers earned an LL.M. in Taxation, with distinction, from the Georgetown University Law Center, where he served as Symposium Editor to The Tax Lawyer and was awarded the BNA/ABA Award for Excellence in the Study of Labor and Employment Law. Prior to attending Georgetown, Mr. Myers earned a J.D. from the University of Georgia School of Law in 2008, where he served as Senior Articles Editor to the Journal of Intellectual Property Law. He also earned a B.S. from the University of Georgia.

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.