Did You Make it Right?

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The SEC has adopted the first rules change to disclosure

requirements on executive compensation since 1992. This affects disclosure in proxy statements, annual reports and registration statements. The SEC’s goal is to provide more precise and clear reporting of top executives total compensation packages to shareholders.

Publicly traded companies are required to provide, in plain English, the full value in a single bottom line figure of the total executive compensation package, with more disclosure on the various components of the package, including post termination arrangements.

During the September 2006 Xtalks conference on Executive Compensation Disclosure rules, attendees were sharing their ideas and experiences to successfully file proxies. Join us on March 15th, at this new conference, to recap the best and the worst practices from the most recent proxy statements disclosures. Submit your questions and share ideas with your peers about streamlining disclosure.

Take away points:

• Key learnings from the most recent proxy statements disclosure
• Where will different industries go in respect to disclosure requirements?
• The good and bad reactions to the New Disclosure Requirements
• Identifying smooth processes of presenting Proxies to Directors. How early do you involve your directors, to what degree do you take input from them. What technique will work fast in that regards?
• Recap of Proxy season and identifying future steps
  
  
  

• General Counsels
• Senior Counsels
• SVPs, VPs, Directors of Executive Compensation
• SVPs, VPs, Directors of Corporate Benefits
• SVPs, VPs, Directors of Employee Benefits

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With 69 of the firm’s attorneys recently selected for inclusion in The Best Lawyers in America®, Greenebaum attorneys provide responsive, customer-focused services from eight full-service offices in Kentucky, Georgia, Ohio, Tennessee and the District of Columbia. www.greenebaum.com

Geoffrey Edwards, Assistant General Counsel and Assistant Secretary, Wal-Mart Stores, Inc

Geoff is an Assistant General Counsel and Assistant Secretary for Wal-Mart Stores, Inc., where he focuses on corporate governance and securities law matters, including disclosure of executive and director compensation.  Before joining Wal-Mart, Geoff was an associate at the law firm of Sutherland Asbill & Brennan LLP in Atlanta, Georgia, where his practice encompassed a wide range of corporate and securities law matters, including public and private securities offerings, M&A transactions, and public company reporting.  Previously, Geoff also spent three years as an Attorney-Advisor in the Division of Corporation Finance of the Securities and Exchange Commission in Washington, D.C.   Geoff received his J.D. from the University of California, Davis School of Law and his undergraduate degree from Thomas Aquinas College.

Chuck Loring, SVP, Director Executive Compensation, Wachovia Corp

Mr. Loring manages all aspects of Wachovia’s executive compensation and benefit programs including: director’s compensation, equity compensation strategy and administration, corporate incentive compensation, deferred compensation management, executive benefit programs and all aspects of M&A compensation administration. From 1987 to 2002 he was Senior Vice President and Manager of Compensation and Benefit Plan Design at Bank of America. Mr. Loring has a MA, Labor Economics from the University of Texas and a BA, International Relations from the University of Oklahoma.


Ivan M. Diamond, Co-Chair Securities, Greenebaum Doll & McDonald PLLC

Ivan is an attorney with Greenebaum Doll & McDonald where he has represented a wide range of companies and financial institutions in connection with numerous public and private offerings of equity and debt securities, and mergers and acquisitions, totaling billions of dollars.  Before joining Greenebaum, he was an attorney with Securities and Exchange Commission in Washington, D.C. 

Ivan has counseled Boards of Directors on corporate governance and Sarbanes-Oxley Act compliance and director liability limitation.  He has also counseled a number of troubled financial institutions in complex transactions and regulatory compliance issues.

Ivan has been listed in Woodward/White, Inc.’s Best Lawyers in America® in Corporate, M&A and Securities Law, Financial Institutions and Transactions Law for more than ten years.  Additionally, he is listed in Chamber’s USA America’s Leading Lawyers for Business, 2006 in Corporate and Mergers and Acquisitions.  Ivan received both his J.D. and undergraduate degree (cum laude) from the University of Florida.