294.16 sec. 001 - Executive Compensation: Legal Fundamentals and Practical Application (Fall 2025)
Instructor: Doreen E 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
Mode of Instruction: In-Person
Meetings:
F 3:10 PM - 6:10 PM
Location: Law 107
From September 12, 2025
To September 19, 2025
Sa 09:00 AM - 12:30 PM
Location: Law 107
From September 13, 2025
To September 20, 2025
Course End: September 20, 2025
Class Number: 33096
Enrollment info:
Enrolled: 11
Waitlisted: 3
Enroll Limit: 18
As of: 06/21 04:13 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 corporate practices of law firms that 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 that 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 Co-Managing Partner of the United States at A&O Sherman and is a member of the Firm's Global Executive Committee. She was previously the Global Governance & Advisory Practice Group Leader of Shearman & Sterling LLP.
Her practice 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 twenty-two years, Doreen has spearheaded the publication of the Firm's survey of the compensation-related corporate governance practices of the largest 100 domestic issuers.
Doreen was elected 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 named a David Rockefeller Fellow with the Partnership for New York City for 2019 – 2022. Doreen is the winner of the Americas Women in Business Law Award for Best in Corporate Governance (2023) and their Lifetime Achievement Award in 2024. Her team was awarded Benefits Team of the Year by Law360 in January 2020.
We also have special academic rules for these condensed courses:
-Students must attend each course session and cannot attend any course session remotely (even for illness or emergency situations).
-The Registrar’s Office will drop a student who does not attend each course session.
Attendance at the first 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 Final Exam
(Subject to change by faculty member only through the first two weeks of instruction)
Exam Length: 4 hours
Course Category: Business Law
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