Shearman & Sterling Of Counsel Linda Rappaport (New York-Compensation, Governance & ERISA) chaired the executive compensation segment of the Practising Law Institute’s (PLI) “Corporate Governance - A Master Class 2018” program held at PLI’s Conference Center in New York on March 8, 2018. The program addressed key corporate governance issues faced by boards and principal board committees, and highlighted the fast-moving market and legal and regulatory developments that directors, officers and their advisers face, as well as provided practical guidance on how to address them.

Topics included:

• Prospects for federal legislative changes that impact corporate governance
• Steps boards are taking in the absence of federal mandates, including clawbacks, enhanced compensation disclosure, proxy access and policies governing hedging and pledging
• Preparing for investor scrutiny and pressure and the spectrum of responses
• Issues of greatest concern to large institutional investors, and how to prepare for them
• How to advise compensation committees in light of uncertainty about new SEC rules coupled with intense attention to and criticism of executive compensation
• How to prepare directors for shareholder engagement
• Ethics guidance on real-world situations