Max J. Schwartz   Sullivan & Cromwell

Scott P. Spector   Fenwick & West

Pamela Baker   Sonnenschein

Alan L. Beller    Cleary Gottlieb

Mark A. Borges   Mercer Human Resource Consulting 

John T. Bostelman   Sullivan & Cromwell

Gwenn L. Carr     MetLife

Edmond T. FitzGerald   Davis Polk

Keith F. Higgins   Ropes & Gray

Jeffrey M. Kanter  Frederic W. Cook & Co

Ronald O. Mueller   Gibson Dunn

Paula H. Todd    Towers Perrin

John W. White   SEC

Lawyer Links Topic Pages

• SEC Release 33-8782
• Form 10-K
• Schedule 14A

• Plain English

Highlights

• What are your company's "policies and decisions" about executive compensation?
• The who, what, when and how of drafting this new principles-based section
• Translating MD&A experience to the CD&A - meeting the SEC's expectations of entirely different, principle-based disclosure and of avoiding boilerplate
• Item-by-item review and discussion of the 6 core questions the SEC wants answered
• Looking at the growing importance of process disclosure, including disclosure about the role of executive officers and the use of benchmarking
• Discussion of the ability to maintain confidentiality of performance targets
• The new Compensation Committee Report - what it is and how it fits 

Lawyer Links Topic Pages

• S-K 402(b) Compensation Disclosure & Analysis

Highlights

• Revamping your disclosure controls to meet the new demands
• Configuring the disclosure committee for executive compensation and related matters
• Interaction with CEO and CFO certifications

Lawyer Links Topic Pages

• Disclosure controls
• CEO- CFO certifications

Highlights

• Compiling total compensation
• Reporting equity awards and other long-term incentives
• Effective perquisite disclosure
• Practical guidance on how to apply
  the SEC's latest interpretations on perquisite disclosures
• How to determine what information goes where,
  how it is calculated and
  what footnotes you will want to provide to explain it
• Discussions on how slight variations in award designs
  for incentive and equity compensation programs
  can change how they are reported

Lawyer Links Topic Pages

• S-K 402(c)  Summary compensation table

Highlights

• What new disclosures are required?
• The role of management in the option grants process
• The interplay of the disclosure rules and
  compensation committee policies and procedures
• The immediate impact of the disclosures on
  the use of equity in company compensation programs
• The Public Company Accounting Oversight Board (PCAOB) - its role and guidance

Lawyer Links Topic Pages

• Equity Compensation Accounting
• Topic Pages for new disclosure tables

• S-K 402(d)  Plan-based awards table
• S-K 402(f)   Outstanding equity awards table
• S-K 402(g)  Option exercises and stock vested table

Highlights

• Identifying and quantifying the
  components of severance and change of control benefits
• Disclosure of the severance and change of control protection triggers and the reasoning behind the protections
• Reconciling the disclosures with
  company intentions and expectations

Lawyer Links Topic Pages

• S-K 402(j)  Termination or change-in-control

Highlights

• Breaking down director compensation and benefits and valuing equity and other benefits

Lawyer Links Topic Pages

• S-K 402(k)  Director compensation

Highlights

• What is the significance of the disclosures?
• The use of pension professionals
  to assist with the disclosures
• Blending the disclosures and the plain English explanations
• Minimizing the double counting risks

Lawyer Links Topic Pages

• S-K 402(h)  Pension benefits table
• S-K 402(i)   Nonqualified plan table

Highlights

• Which requirements are new and
  which are existing disclosure requirements
  simply moved to a new location?
• What changes will need to be made to committee charters and corporate governance guidelines?
• How should you disclose the role of executive officers
  and compensation consultants
  in determining and recommending executive compensation?
• What updates will be required to director and officer questionnaires?

Lawyer Links Topic Pages

• S-K 407        Corporate governance

• S-K 407(a)  Director independence
• S-K 407(b)  Director attendance
• S-K 407(c)  Nominating committee
• S-K 407(d)  Audit committee
• S-K 407(e)  Compensation committee
• S-K 407(f)   Shareholder communications

Highlights

• What happened to former Items 404(b) and 404(c)?

• "Certain Business Relationships"
• "indebtedness of Management"?

• Is Item 404(a) essentially the same?
• What interpretive guidance did the SEC provide
  about the existing requirements?
• What are the elements of the policies and procedures
  for approving or ratifying related party transactions?
• What updates will be required to
  director and officer questionnaires?

Lawyer Links Topic Pages

• S-K 404        Related party disclosures

• S-K 404(a)  Related persons
• S-K 404(b)  Review - ratification of transactions
• S-K 404(c)  Promoters - Control persons

Highlights

• Who is subject to disclosure?
• Determining disclosable transactions
• What needs to be disclosed
• What now needs to be reported on Form 8-K
  (and what does not!)
• What traps for the unwary remain in
  8-K reporting requirements
• How to determine what arrangements and
  what executives are subject to the 8-K reporting rules

Lawyer Links Topic Pages

• Form 8-K

• 8-K Item 5.02