Disclosure and Shareholder Activism in Turbulent Times: Preparing for the 2009 Proxy Season


Corporate, Financial Institutions + Financial Services, Mergers + Acquisitions, Securities Litigation, Securities Enforcement, and Investigations + White Collar Defense

McLean, VA

David M. Lynn and Lawrence R. Bard

Lawrence R. Bard and David M. Lynn


The 2009 proxy and reporting season promises to be a watershed event for corporate governance and disclosure. What issues should you be familiar with and what steps should you be taking for a potentially tumultuous annual meeting season?

Join Morrison & Foerster and a panel of experts who will address these topics:

  • Electronic proxies – year in review
  • Executive compensation
    • CD&A under scrutiny (again)
    • Performance target disclosure
    • Latest trends – EESA reforms; wealth accumulation analysis; hold until retirement; executive clawbacks
    • Issues with equity awards
  • Form 10-K disclosure trends – latest SEC comments
    • Risk factor and MD&A disclosure
    • Accounting issues – estimates, fair value, and impairments
  • Shareholder proposals and current trends
    • Say on pay
    • TARP-inspired
    • Proxy access
  • RiskMetrics 2009 Hot Topics
  • Communications with shareholders


David Lynn, Partner, Morrison & Foerster
Lawrence Bard, Partner, Morrison & Foerster
Jim O’Reilly, Associate General Counsel and Secretary, Danaher Corporation
Patrick McGurn, Special Counsel, RiskMetrics Group

Who should attend: Chief Financial Officers; Members of Audit, Compensation, and Governance Committees; General Counsels and other Inside Counsel; Corporate Compliance Officers; Corporate Secretaries, and Investor Relations Officers

This invitation is transferable and open to colleagues and guests. There is no charge to attend this seminar.

Virginia MCLE is pending.

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