Law Schedule of Classes

NOTE: Course offerings change. Classes offered this semester may not be offered in future semesters.

257.66 sec. 001 - Executive Compensation: Legal Fundamentals and Practical Application (Fall 2020)

Instructor: Doreen Lilienfeld  (view instructor's teaching evaluations - degree students only)
View all teaching evaluations for this course - degree students only

Units: 1
Grading Designation: Credit Only

Due to COVID-19, this class is remote for Fall 2020.
Mode of Instruction: Remote Instruction


Th 6:25 PM - 8:25 PM
Location: Internet/Online
From October 29, 2020
To November 05, 2020

F 09:30 AM - 12:00 PM
Location: Internet/Online
From October 30, 2020
To November 06, 2020

F 3:10 PM - 5:10 PM
Location: Internet/Online
From October 30, 2020
To November 06, 2020

Course Start: October 29, 2020
Course End: November 06, 2020
Class Number: 32585

Enrollment info:
Enrolled: 17
Waitlisted: 0
Enroll Limit: 34
As of: 12/07 09:41 AM

The executive compensation practice often involves direct interaction with the most senior persons at large institutions regarding their own financial situations and careers, and is therefore almost uniquely personal in nature among the practice areas of law firms which specialize in advising large companies. However, it is fundamentally a rules-based, multi-disciplinary practice, the first priority of which is to know the applicable guidelines and how to apply them to the many different situations which may arise. Therefore, the first part of the course will introduce students to the legal framework of the executive compensation practice, including the applicable fundamental tax, securities and employment law rules, with an examination of pertinent statutes, regulations and regulatory pronouncements.

The second part of the course will focus on the application of these rules to specific, real-world situations, including the negotiation of CEO-level employment agreements from the standpoint of both the executive and the employer, corporate mergers and acquisitions, and compensation issues that arise in the boardroom, including how the current environment of vigorous shareholder activism, buttressed by proxy advisory firms, has influenced the way in which directors think about executive compensation.

This course shall meet on the following schedule:

Week One:
Thursday October 29, 6:25pm to 8:25pm
Friday October 30, 9:30am to 12:00pm PLUS 3:10pm to 5:10pm

Week Two:
Thursday November 5, 6:25pm to 8:25pm
Friday November 6, 9:30am to 12:00pm PLUS 3:10pm to 5:10pm

Due to the nature of this class, real-time attendance is required (without an alternative way to earn equivalent credit) except in cases of illness or emergency.

Doreen E. Lilienfeld is Global Head of the Governance & Advisory Group of Shearman & Sterling LLP and the Team Leader of the Compensation, Governance and ERISA practice. She focuses on a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives. She has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters and high profile individuals in their employment and severance negotiations. Doreen has been a resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling. For the past seventeen years, Doreen has spearheaded the publication of the Shearman & Sterling survey of the compensation-related corporate governance practices of the largest 100 domestic issuers. Doreen is the winner of the Euromoney Americas Women in Business Law Award for Best in Corporate Governance (2018) and was included in the “Notable Women in Law” list by Crain’s New York Business (2019). Her team was awarded Benefits Team of the Year by Law360 in January 2020.

Real-time attendance at the first Zoom class is mandatory for all currently enrolled and waitlisted students; any currently enrolled or waitlisted students who are not present on the first day of class (without prior permission of the instructor) will be dropped. The instructor will continue to take attendance throughout the add/drop period and anyone who moves off the waitlist into the class must continue to attend or have prior permission of the instructor in order not to be dropped.

Exam Notes: (TH) Take-home examination
Course Category: Business Law

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