Red Sky in the Morning – Sailors Take Warning! The Rapidly Changing Landscape of Corporate Governance –"Dodd-Frank and Say-on-Pay"


Corporate, Corporate Governance, Public Companies Counseling + Compliance, Compensation, Benefits + ERISA, Securities Litigation, and Securities Enforcement

Crown Plaza Cabana
4290 El Camino Real
Palo Alto, CA  94306

Darryl P. Rains and David M. Lynn

David M. Lynn and Darryl P. Rains


Palo Alto Events
(650) 813-5746

Hear from an experienced panel that includes: a senior SEC enforcement official; the former Chief Counsel of the SEC’s Division of Corporation Finance and author of the leading treatise on executive and board compensation; the chair of a public company board’s compensation committee; a leading defense litigator; and a prominent business ethics commentator.


  • “Say-on-Pay”—There is much more than first meets the eye!
    • Required vote on executive compensation and golden parachutes
    • Comparison of executive pay to company stock performance
    • Disclosure of ratio of CEO's pay to employees' median pay
    • Mandatory three-year compensation and option profit clawback
    • Investment managers must disclose their votes on “Say-on-Pay” issues
  • Other Dodd-Frank Requirements
    • Enhanced enforcement remedies and new bounties for “whistleblowers”
    • Disclosure of director and employee stock hedging activities
    • Justification of lack of independent chairman
    • Practical impact of stricter limits on discretionary broker votes
    • Stricter scrutiny of compensation committee and adviser independence
    • Significant impact of shareholder access to company proxy statements
    • Importance of retention of plurality shareholder voting
    • Significant revision to “accredited investor” definition
    • Permanent “404(b) audit” exception for small-market-cap companies
  • Foreign Private Issuers
    • Exempt from most, but not all, provisions of “Say-on-Pay” and Dodd- Frank


  • David Lynn (Former Chief Counsel, SEC Division of Corporation Finance; Editor: Compensation Standards; and Morrison & Foerster LLP)

  • Marc Fagel (Regional Director, Securities and Exchange Commission)

  • Harry Casari (Chair, Compensation Committee, Cohu, Inc.)

  • Darryl Rains (Morrison & Foerster LLP)

  • James Balassone (Markkula Center for Applied Ethics)


  • Christopher Forrester (Morrison & Foerster LLP)


General Counsel; Chief Executive Officers; Chief Financial Officers; Compliance Directors; Human Resources Directors; Members of Boards of Directors; Members of Board Compensation Committees; and Members of Board Governance Committees.


Registration & Lunch:  11:30 a.m.
Program:  Noon – 2:00 p.m.

Lunch will be served.


This invitation is transferable and open to colleagues and guests.

Morrison & Foerster LLP (Provider #2183) certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.5 hours, of which 0.5 hours will qualify for ethics credit.

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