Executive Compensation Conference

July 22, 2010
American Conference Institute
Sutton Place HotelChicago, IL

After sweeping changes in the global economic market, the launch of a new administration and the start of a new era of enhanced scrutiny of corporate governance, all eyes are on executive compensation.

More pay packages of directors and officers are being investigated as our government calls for greater transparency. The slow recovery from the subprime crisis and the increased wave in securities litigation also adds to the heightened scrutiny faced by all public companies. In addition, as of this year, companies have to disclose to investors how they structure pay packages, and whether employee compensation packages are “reasonably likely to have a material adverse effect on the company” by encouraging excessive risk taking. And this year, the IRS will launch comprehensive tax examinations of approximately 6,000 random U.S. companies as part of its National Research Program on employment tax compliance (one of the agency’s biggest audit campaigns in the area in more than 25 years).

With no room for error, attend American Conference Institute’s Advanced Forum on Minimizing Legal Risks in the Design, Implementation, and Administration of Executive Compensation, which will provide emerging best practices and the current reactions to the changing landscape in ensuring that companies institute fair and informed packages that go out to their executives. The SEC, the Treasury Department and the IRS all have revised rules and requirements that attorneys and advisors alike must know inside and out in order to properly advise and represent their corporate clients.

Dissecting Common Design Issues and Problem Areas Under Section 409A Guidance and Using Clarifications Offered by the Corrections Process to Your Advantage When Advising Clients and Drafting Future Plans

  • Identifying the most common design problems under 409A
  • What the corrections process can teach us about what exemptions exist
  • Changing practices in change-in-control and severance
  • Exclusions from plan corrections relief such as document errors related to stock rights and plans that have to be “linked” to elections under qualified plans
  • Ambiguous plan terms (“as soon as reasonably practicable”)
  • Clarification of the subsequent year correction method for late payment
  • 409A deferred compensation issues for severance plans
    • What are the different meanings of the phrase “termination of employment”?
  • Clarification of calculation of payment amounts
  • Determining whether alternatives to the operational and document correction programs exist
  • Correcting substantially similar provisions in other plans
  • What is your “check list” for future action?
  • Ways to correct or avoid 409A issues outside of the correction programs


Adam Cantor, Partner, Fox Rothschild LLP
Edmund Emerson III, Partner, Bryan Cave, LLP
Debra J. Linder, Partner, Fredrikson & Byron, P.A.
Brigen L. Winters, Partner, Groom Law Group, Chartered