ALI-ABA Topical Courses The Rising Tide of Shareholder Activism December 3, 2009 Topical Audio Webcast PROGRAM SCHEDULE FACULTY PARTICIPANTS FACULTY BIOGRAPHIES STUDY MATERIALS TABLE OF CONTENTS 1. The Rising Tide of Shareholder Activism By David M. Lynn and Paul Schulman Page ix xi xiii 1 vii
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ALI-ABA Telephone Seminar/Audio Webcast The Rising Tide of Shareholder Activism Audio Webcast - TWRP05 - December 3, 2009 PROGRAM SCHEDULE Program Schedule Eastern Central Mountain Pacific Alaska Hawaii Program Begins 12:30 p.m. 11:30 a.m. 10:30 a.m. 9:30 a.m. 8:30 a.m. 7:30 a.m. Adjournment 2:00 p.m. 1:00 p.m. 12:00 p.m. 11:00 a.m. 10:00 a.m. 9:00 a.m. Program (All Times Eastern) 12:30 p.m. Program Begins. An overview of activist investing Evolving threats and tactics for corporate control Issue-oriented, non-control activist approaches Defensive measures Shareholder proposal trends The impact of the changes to NYSE Rule 452 on director elections The SEC s proxy access proposals 2:00 p.m. Program Ends. Scope and Purpose: As the level of shareholder activism has climbed to new heights, the SEC has been enhancing the tools available for activist investors. Activist investing is now a widely-accepted asset class, and with rebounding markets it will likely play an increasingly important role in driving returns, as well as corporate governance reforms. David M. Lynn, Morrison & Foerster LLP, Washington, D.C., is former Chief Counsel of the Corporation Finance Division of the U.S. Securities and Exchange Commission. Paul Schulman is Executive Managing Director of The Altman Group, Inc., an award-winning proxy solicitation firm. These speakers will discuss the latest trends in shareholder activism, including the latest strategies, the areas of focus, and key regulatory developments. Suggested Prerequisite: Limited experience in subject matter Learning Objectives: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of professional competence as a practitioner; provision of information on recent legal developments Level of Instruction: Intermediate Total 60-minute hours of instruction: 1.5. Total 50-minute hours: 1.8. ix
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ALI-ABA Topical Courses The Rising Tide of Shareholder Activism Audio Webcast Thursday, December 3, 2009 TWRP05 FACULTY David M. Lynn, Esquire Partner, Morrison & Foerster LLP 2000 Pennsylvania Avenue, N.W., Suite 5500 Washington, DC 20006-1831 Paul Schulman, Executive Managing Director The Altman Group 1200 Wall Street West, 3rd Floor Lyndhurst, NJ 07071 xi
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ALI-ABA Topical Courses The Rising Tide of Shareholder Activism Audio Webcast Thursday, December 3, 2009 TWRP05 FACULTY BIOGRAPHIES David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is Co- Chair of the firm s Global Public Companies practice. He is the former Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Mr. Lynn s practice is focused on advising a wide range of clients on SEC matters, securities transactions and corporate governance. In addition to being a leading authority on SEC issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having recently co-authored The Executive Compensation Disclosure Treatise and Reporting Guide. In 2006, while serving as Chief Counsel, Mr. Lynn led the rulemaking team that drafted sweeping revisions to the SEC s executive compensation and related party disclosure rules. Mr. Lynn was the Chief Counsel of the SEC's Division of Corporation Finance from 2003-2007. He re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002. As a result, he was intimately involved in implementing and interpreting the record amount of SEC rulemaking that occurred in the wake of SOX. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance. Mr. Lynn has also served as an Adjunct Professor of Law at the Georgetown University Law Center, where he taught a course in corporate governance. Since 2007, Mr. Lynn has served as the co-editor of TheCorporateCounsel.net, where he coauthors one of the most widely-read blogs on securities, governance and corporate law matters. Mr. Lynn also contributes to publications such as The Corporate Counsel, The Corporate Executive and the recently-launched newsletter Borges & Lynn s Proxy Disclosure Updates. Mr. Lynn currently serves as Vice-Chair Programs of the ABA Business Law Section s Federal Regulation of Securities Committee. Mr. Lynn received his J.D., with honors, from The University of Maryland School of Law. Mr. Lynn also received a Master of Science in Finance from Loyola College. Paul Schulman is Executive Managing Director for The Altman Group. Paul has over eighteen years of experience in the proxy solicitation industry. He joined the Altman Group in October 2002 and heads The Altman Group s corporate unit, overseeing all proxy solicitation, M&A and shareholder identification projects. Mr. Schulman s primary responsibilities involve representing clients in proxy contests, mergers, tender offers and corporate financings and restructurings. He also counsels clients on governance and compensation issues and advises on shareholder proposals. Paul has extensive experience as xiii
the lead on numerous contested solicitation assignments, complex restructurings, hostile and friendly mergers, bankruptcy solicitations, limited partnership transactions and stock surveillance. Prior to joining The Altman Group, Mr. Schulman was employed at Georgeson, where he was a Senior Vice President on the M&A Advisory Team and headed the firm s bankruptcy and restructuring unit. xiv