Tune in to this interview to hear the very latest from Erik Gerding, Director of the SEC’s Division of Corporation Finance. Erik will share his views on the latest developments and priorities for the Corp Fin Staff, and his expectations for the upcoming proxy season.

As is customary, please note that the views shared in this interview are provided by Erik Gerding in his official capacity as Director of the Division of Corporation Finance, and he is not speaking on behalf of the Commission, the Commissioners or the Securities and Exchange Commission Staff.

There is no CLE credit available for this session.

The SEC continues to pursue an active regulatory agenda amidst all types of uncertainty. Now more than ever, we look to our “SEC All-Stars,” who are former Staffers with decades of experience with the inner workings of the Commission, to share their practical insights on today’s most pressing proxy, disclosure and governance issues — and answer your burning questions.

With more companies facing “wolf pack” tactics and “swarming” behavior, proxy contests are more complex than ever. As activist strategies and tactics evolve, so must company responses.

Some companies found that they took a short-sighted approach by pursuing aggressive bylaw amendments and rejecting dissident nominations on technicalities – with that response ultimately viewed negatively by other shareholders. Worse yet, some of those companies found themselves in court!

Sharing lessons from the 2024 proxy season, our panelists will discuss best practices for a long-term approach to activism preparedness – including improvements to your organizational documents and other ways to set yourself up for success at your 2025 annual meeting while maintaining positive public and investor perception.

With proxies ballooning in size every year, preparers have shifted focus to saying more with less and helping readers navigate their disclosures. Now, in the face of today’s enforcement environment and conflicting E&S pressures, companies are more and more wary of voluntary disclosures – although it remains as important as ever to tell your compensation story.

Our panelists will share creative suggestions to get your story across and practical ways to avoid oversharing – and other proxy missteps and foot faults. Walk away with essential action items for your 2025 proxy disclosures!

Whether it's creating policies and developing governance practices, considering risks, opportunities and related disclosure, or streamlining day-to-day legal tasks, our experienced in-house panelists will discuss how AI has impacted their work in the last 18 months – and what they expect going forward.

Real-time cyber incident reporting considerations may have predated the adoption of Item 1.05 of Form 8-K, but the SEC’s final cyber disclosure rules have companies more concerned than ever about scrutiny of public disclosures with the benefit of 20/20 hindsight – and the significant impact that cybersecurity breaches can have on the business as a whole.

Our panelists will share trends in, and takeaways from, the first nine months of Item 1.05 disclosures, what controls and procedures have worked – and what ones haven’t – and expectations for the SEC’s approach to disclosure review.

The first year of 10-K cybersecurity and 10b5-1 disclosures are now behind us. With the share repurchase rules vacated, companies could have been tackling even more new requirements in 2024, but – with a number of online resources still reflecting the would-have-been requirements – many folks tasked with preparing 10-K disclosures were confused about the vacated rule and reversion to the prior disclosure standards.

Our panelists will share their observations about how companies approached cybersecurity and 10b5-1 disclosures and discuss the latest on new and potential 10-K topics, including share repurchase disclosure, human capital management and clawbacks.

Join us for a fun lightning-round game show with SEC All-Stars!

There is no CLE credit available for this session.

2024 has been another active year for shareholder proposals. Companies that frequently receive proposals face new proponents on both sides of the political spectrum, novel proposals, and a resurgence of traditional “governance” topics. Even companies that have historically flown “under the radar” are now on the map for proponents.

Companies continue to pursue no-action relief but face SEC Staff guidance that makes it more difficult to succeed. One company even took two proponents to court rather than pursue a no-action letter.

Hear our panelists discuss what this all means for companies and how you can help your institutional investors quickly and easily understand the board and management’s perspective.

The SEC’s final climate disclosure rules – two years and 24,000 plus comments in the making – are finally here. Companies will be required to present climate-related risk and governance disclosures and provide information about their transition plans, targets and goals and use of scenario analyses and internal carbon prices in their annual reports and registration statements. Large accelerated filers and accelerated filers will need to determine whether their Scope 1 and 2 greenhouse gas emissions are material and, if they are, disclose their emissions data with third-party assurance. The notes to the financial statements will need to address capitalized costs, expenditures expensed, charges, and losses incurred as a result of severe weather events and other natural conditions.

Companies were already “in the weeds” assessing climate-related disclosure requirements in other jurisdictions, including California and the EU, and will now need to assess how the SEC's disclosure requirements overlap with those – and how they differ. Our panelists will help you sort through the patchwork of regulations and identify practical action items to be prepared – and stay sane!

Our “SEC All-Stars” have decades of experience with the inner workings of the Commission. In this panel discussion, these former Staffers will share their practical insights on today’s most pressing executive compensation issues — and answer your burning questions.

Join our panelists as they discuss what we’ve learned from the first ten months of mandatory Dodd-Frank clawback policies. Learn best practices for board and compensation committee oversight, running a tight process, performing calculations, managing tax consequences, documenting your steps, communicating with impacted executives and disclosing to investors.

Since 2020, corporate jet use has been back – in a big way – and this hasn’t escaped the attention of the SEC, the IRS or the media. Our panelists will discuss the latest developments in perks disclosure, including the SEC’s 2024 sweep of disclosures involving the personal use of corporate aircraft.

In this panel, leading compensation consultants share their views on the latest developments in executive pay. Walk away with a better understanding of compensation trends, considerations for your 2025 executive compensation program and disclosure best practices for your proxy!

A fast-moving panel, packed with practical information on hot executive and director compensation topics, as well as proxy disclosure and governance considerations.

With many investors using ISS and Glass Lewis recommendations as a factor in voting decisions, this session is critical for anyone advising boards or compensation committees on executive compensation decisions, participating in shareholder and proxy advisor engagement processes, or working on documentation and disclosures.

Prepare for issues that could affect 2025 support for your Say-on-Pay and equity plan resolutions — as well as compensation committee elections — including key policy changes, disclosure do’s and don’ts, tips for engaging with proxy advisors and more.