"Last Minute Planning for the Proxy Season"

By popular demand, guidance from the experts to make sure you haven't overlooked anything this proxy season!

Monday, February 12, 2007

2:00 - 3:00 pm, eastern [archive and transcript to follow]

Course Materials - MD&A

In response to many requests, we have put together this webcast to help you feel comfortable that you have not missed anything for this year's proxy season. For example, as the 10-Ks and 10-Qs continue to receive a greater focus - both from the SEC Staff and investors - it is more important than ever to get MD&A "right" this year. Another example – how should your proxy solicitation and investor relations strategies change this year, particularly with the new executive compensation disclosures? And loads of additional proxy season guidance. Join these experts:

• Cathy Dixon, Partner, Weil, Gotshal & Manges LLP
• Amy Goodman, Partner, Gibson, Dunn & Crutcher LLP
• Ellen Friedenberg, Partner, Hughes Hubbard & Reed LLP
• Gloria Nusbacher, Partner, Hughes Hubbard & Reed LLP
• John Siemann, Managing Director, Georgeson Shareholder
• Bill Tolbert, Partner, Jenner & Block LLP

Among the topics of this program are:

• What tasks should be undertaken before the CEO and CFO execute certifications?
• How to triple-test the tires to ensure independent directors are truly independent?
• What are the latest MD&A drafting tips?
• How should your proxy solicitation strategies change this year?
• What should your IR strategy look like, particularly with the new executive compensation disclosures?

How to access the webcast program:  Visit www.TheCorporateCounsel.net and click the link on the webcast. You need either Real Player or Windows Media to listen to the webcast.

Cost:  There is no charge for this program if you are a member of TheCorporateCounsel.net. Just go to TheCorporateCounsel.net for the live webcast, audio archive or transcript. The cost for non-members is $495. However, if you are not a member and are interested in the program, take advantage of our no-risk trial to access the program. You can sign up for this no-risk trial online, send us an email at info@thecorporatecounsel.net - or call us at 925.685.5111.

What you can do if you can't access the live program: Please note that this program is a webcast - not a teleconference. If you have a scheduling conflict or have problems accessing webcasts generally (due to firewalls, etc.), a text transcript of the program will be posted on TheCorporateCounsel.net about a week after the live webcast. In addition, an audio archive of the webcast will be posted immediately after the program.