Public Company Speaker Series
Via Webinar
The lawyers of Jones Day invite you to a webinar series discussing issues and concerns that are top of mind for publicly traded companies. The programs will be held monthly and will provide a holistic, multidimensional view of significant issues and trends affecting publicly traded companies, including key governance, M&A, federal securities, shareholder activism, litigation, and executive and director compensation matters facing companies operating in the United States and abroad.
We hope you will be able to join us for these important discussions.
Login details will be provided to you prior to each presentation, but if you have any questions, please contact Ashley McClung at admcclung@jonesday.com.
SESSION I: Hot Topics in Executive Compensation and Related Developments for the 2023 Proxy Season
In preparation for a busy proxy season with new and anticipated rulemaking and additional shareholder activism tools, please join us for a discussion of our observations and With many of the SEC’s long-anticipated proposals expected to be finalized in the near-term, please join us for a discussion of the SEC’s robust 2023 agenda with a focus on practical actions companies can be taking in preparation.experience with these developments; new corporate governance and executive compensation trends; and additional disclosure considerations as we enter 2023.
Tuesday, January 17, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Stephen P. Coolbaugh, Partner, Employee Benefits & Executive Compensation, Cleveland
- Amy I. Pandit, Partner, Financial Markets, Pittsburgh
SESSION II: ESG, the CSRD, and What It All Means for U.S. Public Companies
We will discuss recent regulatory changes and practical strategies for dealing with the sometimes overlapping regulatory requirements in the United States and Europe.
Tuesday, February 21, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Linda Hesse, Partner, Financial Markets, Paris
- Joel May, Partner, Financial Markets, Atlanta
SESSION III: Developments in Capital Markets Transactions: PIPEs and Capital Raising in a Challenging Market
In light of current market conditions and the challenges that many companies have faced in raising capital in the public markets, please join us for a discussion of recent trends and activity, including PIPEs and other deal structures, legal considerations, and navigating volatility.
Tuesday, March 21, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Peter Devlin, Partner, Financial Markets, New York
- Jeremy Cleveland, Partner, Financial Markets, Silicon Valley
SESSION IV: 2023 Annual Meeting and Corporate Governance Developments
With proxy season underway, we will provide a mid-proxy-season update on shifts and trends in shareholder proposals and proxy fights, along with the implications for corporate governance. We will also provide a refresher on best practices as you prepare for your annual meeting and discuss regulatory developments, including 10b5-1 plans and clawback rules.
Tuesday, April 18, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Kimberly Pustulka, Partner, Financial Markets, Cleveland
- Ferrell Keel, Partner, Financial Markets, ESG, Dallas
SESSION V: 2023 SEC Rulemaking and Implications for Public Companies
With many of the SEC's long-anticipated proposals expected to be finalized in the near-term, please join us for a discussion of the SEC's robust 2023 agenda with a focus on practical actions companies can be taking in preparation.
Tuesday, May 23, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Hannah Fregolle, Partner, Financial Markets, Chicago
- Michael Solecki, Partner, Financial Markets, Cleveland
SESSION VI: Public Company M&A Trends and Developments
This program will provide a review of M&A trends and developments, taking into account the impact of macro factors, regulatory dynamics, and contractual issues, including antitrust and foreign direct investment, SEC disclosure matters, the financing market, taxation, and other issues impacting today's deal environment.
Tuesday, June 13, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Bryan K. Brown, Partner, Financial Markets, Houston
- Randi Lesnick, Practice Leader, M&A, New York
SESSION VII: ESG Financing: Key Principles and Considerations
This program, which will define ESG financing in the capital markets, will discuss the following:
- Debt instruments, including typical types and terms, key principles and guidance, and the regulatory backdrop in the United States and the European Union;
- Equity financing, including IPOs, spinoffs, and secondary offerings;
- Strategic considerations;
- Disclosure constraints and managing ESG commitments over time; andShareholder engagement.
Tuesday, July 18, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Brad Brasser, Partner, Financial Markets, Minneapolis/Chicago
- Linda Hesse, Partner, Financial Markets, Paris
SESSION VIII: 2023 Public Company Activism Trends and Developments and What to Expect in 2024
This session of the Public Company Speaker Series will provide a recap of the 2023 proxy season. We will discuss shareholder proposals and director elections, recent trends in activism and campaign activity, the impact of universal proxy, and predictions on where things are heading in the coming year.
Tuesday, September 19, 2023
12 noon – 1:00 p.m. ET
Presenters
- Andy Levine, Practice Leader, Private Equity, New York
- Ward Winslow, Partner, Financial Markets, Chicago
SESSION IX: Looking to 2024: ESG, Corporate Governance, and Rulemaking Developments
In preparation for an active 2024 proxy season, please join us for a presentation on the latest SEC rulemaking and how companies are preparing to make substantial new disclosures in the coming months. We will also discuss anticipated shareholder proposals for the 2024 season; environmental, social, and governance developments and trends; and ways that companies can modify their SEC disclosures and governance practices to address these matters and related litigation risks.
Tuesday, October 17, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Bryan Brown, Partner, Financial Markets, Houston
- Amy Pandit, Partner, Financial Markets, Pittsburgh
SESSION X: Recent Developments in Securities Litigation and Delaware Corporate Law
Shareholder and SEC litigation continues to present challenges to corporate boards and management. Please join us for a presentation on the prevailing trends in private securities class action and shareholder derivative litigation, together with a look at how the SEC is using enforcement action to affect corporate governance and reporting. We will discuss the Caremark oversight liability standard for directors and officers, the growth of ESG-based claims in private securities litigation, the SEC's increased use of internal controls rules to police corporate conduct, and other recent developments.
Tuesday, November 14, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Walt Davis, Partner, Securities & SEC Enforcement, Atlanta
- Marjorie Duffy, Partner, Securities & SEC Enforcement, Columbus
- David Peavler, Partner, Securities & SEC Enforcement, Dallas
SESSION XI: Preparing for Q1 2024 and Key Issues and Considerations for Public Companies
This program will cover recent SEC rule changes and developments and their impact on 10-K and proxy disclosure for 2024, including critical governance, disclosure, and executive compensation items that public companies should add to their year-end compliance checklists as they prepare for 2024.
Tuesday, December 12, 2023
12:00 noon – 1:00 p.m. ET
Presenters
- Rory Hood, Partner, Financial Markets, New York
- Erik Lundgren, Partner, Employee Benefits & Executive Compensation, Chicago
CLE Information
The December program has been approved for 1.00 hour of general credit by the State Bar of California and 1.00 hour of areas of professional practice credit (including transitional credit) by the New York State CLE Board. Jones Day is a State Bar of California MCLE approved provider, as well as an accredited provider in New York. Application for CLE credit in other states will be made as needed, subject to state CLE regulations.
