Gain familiarity with the tools and tactics of hedge funds, activist shareholders, and other hostile shareholders, and learn how to protect your company this proxy season.

Please view the webcast topics below.

Are You Prepared for the New Age of Hostile and Activist Shareholders?
—Barry Genkin

• Setting the Table
• Purposes of Proxy Contest
• Legal/Regulatory Framework
• Proxy Contest Team—Company Side
• Due Diligence on Target
• Strategy from the Viewpoint of the Insurgent
• Strategy from the Viewpoint of the Target
• Recent Studies

Case Study on Shareholder Activism: 
Barney's Burgers & Fries—Where Did Barney Go Wrong?

This presentation is intended to provide a general introductory overview of the issues discussed and is not intended to provide a complete analysis of such issues.  This presentation is not intended to provide legal advice or to establish an attorney-client relationship, and readers should not act upon the information contained in it without professional counsel.  This presentation may be considered attorney advertising in some jurisdictions.  The hiring of an attorney is an important decision that should not be based solely upon advertisements.

• Pre-formation Actions
• Opting-Out of Section 203 of DGCL?
• Benefits of Having a Staggered Board
• Advantanges and Disadvantages of Provisions
• Provisions in Bylaws
• Directors Who Are Removed—Replacements
• How Important Is ISS?
• Locking-In Bylaw Provisions
• Drafting Important Provisions—Special Meeting
• ISS Position on Special Meetings
• Advanced Nomination Provision
• Legal Structural Vulnerabilities
• Nonstructural Vulnerabilities—What Barney's Should Have Done
• How Often Do We See Activists Using a White Paper?
• Special Committee—Focus on Shareholder Enhancement
• Board Members with Issues
• Investor Relations Activities

Are You Prepared for the New Age of Hostile and Activist Shareholders?
—Arthur Crozier, co-chairman of Innisfree M&A Inc., a New York–based proxy solicitation firm, discusses the preparation for the new age of hostile and activist shareholders.

• Introductory Remarks on Shareholder Activism
• ISS and Hedge Funds
• ISS and Hedge Funds (continued)
• Recommendations for Issuers
• 2006 & 2007 Proxy Seasons
• 2006 & 2007 Proxy Seasons (continued)
• 2008 Proxy Season
• Q&A

New Developments for the 2008 Proxy Season
—Jane Storero 

• Discretionary Voting by Brokers—NYSE Rule 452
• New E-Proxy Rules
• Advantages of E-Proxy to the Company
• Advantages of E-Proxy to the Activist Shareholder
• Final SEC Rule on Shareholder Access
• DOL Advisory Opinion
• Shareholder Forums
• More on New Developments for the 2008 Proxy Season

Q&A

Closing Remarks