Law Schedule of Classes

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257.66 sec. 001 - Executive Compensation: Legal Fundamentals and Practical Application (Fall 2022)

Instructor: Doreen Lilienfeld  (view instructor's teaching evaluations - degree students only)
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Units: 1
Grading Designation: Credit Only
Mode of Instruction: In-Person


Th 6:25 PM - 8:25 PM
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From October 27, 2022
To November 03, 2022

F 09:30 AM - 12:00 PM
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From October 28, 2022
To November 04, 2022

F 3:10 PM - 5:10 PM
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From October 28, 2022
To November 04, 2022

Course Start: October 27, 2022
Course End: November 04, 2022
Class Number: 31816

Enrollment info:
Enrolled: 9
Waitlisted: 0
Enroll Limit: 25
As of: 02/17 06:39 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.

Doreen E. Lilienfeld is Global Governance & Advisory Practice Group Leader and the Compensation, Governance and ERISA/Private Clients Team Leader of Shearman & Sterling LLP. She is a member of the firm’s Executive Group.

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 nineteen 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 was one of 14 lawyers elected in 2021 as a Fellow by the American College of Governance Counsel, the organization for leading corporate governance lawyers from the U.S. and Canada. She was also selected as a David Rockefeller Fellow with the Partnership for New York City for 2019 “ 2022. 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.

Attendance at the first two weeks of class sessions is mandatory for all currently enrolled and waitlisted students; any currently enrolled or waitlisted students who are not present during the first two weeks of class (without prior permission of the instructor) may be dropped without notice. The instructor can 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 risk being dropped without notice.

Exam Notes: (TH) Take-home examination
Exam Length: 4 hours
Course Category: Business Law

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