Event Information

Proxy Season Shakedown: A New Wave of Shareholder Suits Challenging Compensation Disclosures


8:30 AM - 10:00 AM

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The number of shareholder derivative and class actions filed against public companies over their executive compensation disclosures is on the rise. Plaintiffs are now suing not only over the amount of compensation paid, but how the compensation is described in the proxy and whether it is tax deductible. Even worse: these lawsuits are filed on the eve of the annual meetings, asking courts to enjoin votes on compensation proposals. This new strategy can result in a delay of the shareholder vote and in the payment of attorneys' fees to the plaintiffs' lawyers for securing additional disclosure on a non-binding advisory vote. To say that this coming proxy season will be a challenge is an understatement.

This seminar will help companies understand the evolving nature of the lawsuits and the necessary steps to best defend and resolve them.

For more information, please contact Heather Slavey or call +1 858 550 6248.


2011 v. 2012:
  • The evolution of executive compensation lawsuits
Preparing for 2013:
  • Minimizing the risk of litigation through pro-active disclosures
  • Taking positive advantage of the new Nasdaq/NYSE compensation committee independence rules
  • Developing an anticipatory strategy to effectively handle complaints if filed
  • Explaining the new legal landscape to your board and management team


Thomas Welk, Partner, Compensation & Benefits
Peter Adams, Senior Associate, Securities Litigation

REGISTRATION REQUIRED. Please register by January 10 using the link above, and register separately for each guest. There is no charge for this webinar. Webinar log-in information will be emailed to registrants on January 14.


Cooley LLP certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.5 hours. Cooley LLP is an MCLE approved activity provider.

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