Compensation Issues in Mergers & Acquisitions

This recap provided an overview of recent trends in compensation-related disclosure, voting results and related topics of interest based on lessons learned from the 2023 peak “proxy season” and the resulting filings and annual meeting results. Presented by Cooley partners Alessandra Murata, Megan Arthur Schilling and Aon partner Laura Wanlass.

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Cooley partners Alessandra Murata, Nyron Persaud, and Rama Padmanabhan will discuss the special issues and considerations relating to executive compensation and employee benefits that arise in the context of mergers, acquisitions and similar transformative corporate events.

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Cooley partner Alessandra Murata and Compensia principal Mark Borges cover hot-button topics that have arisen as a result of Securities and Exchange Commission rulemaking activity in late 2022 and 2023, discuss potential compliance issues and market trends based on actions taken to date by listed companies and other organizations, and look ahead to expected next steps for late 2023 and beyond.

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With new trends impacting environmental, social and governance (ESG) and human capital management (HCM) reporting, this webinar will focus on subtopics that affect compensation, benefits and human resource practices. Presented by Cooley partners Alessandra Murata, Beth Sasfai and Wendy Brenner and Verizon’s Vice President & Deputy General Counsel – SEC & ESG Reporting Dana Kahney.

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Companies face special considerations when remunerating employees or service providers outside of the US. This webinar will cover timely topics – including the effect of recent regulatory and market conditions on performance incentives, compensation issues arising in cross-border M&A transactions, and the unique challenges of granting equity awards on a global scale, spanning from Latin America and Asia to the UK, Australia and Canada. This session will be of particular interest to US companies with an international workforce, as well as to non-US companies that are listed in the US. Presented by Cooley partners Alessandra Murata, Paula Holland and Nicola Squire, along with Heather Marshall, senior director of executive compensation at Willis Towers Watson.

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Cooley partners Alessandra Murata, Megan Arthur Schilling, and Jaime Chase will lead an overview of proxy advisory firm and institutional investor policy updates, as well as hot-button topics in proxy disclosures leading into the 2024 proxy season.

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Join us as we explore the latest developments surrounding the director compensation-setting process for public companies’ boards, including policy and design considerations, as well as the recent landscape of related litigation claims. From adverse shareholder action to high-profile directors’ bespoke compensation expectations, companies in the last few years have had to carefully consider the benefits and pitfalls of adopting formula-driven director compensation programs or continuing to rely on compensation limits (with or without modifications, in light of recent developments).

During this session, Cooley partners Alessandra Murata, Peter Adams and Ariane Andrade will discuss various aspects of designing and implementing director compensation, including recent market trends, mitigating litigation risk, scope of policy-setting, practical considerations, and building in flexibility for the unexpected.

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