Lawrence A. Cunningham | 2024 John L. Weinberg Distinguished Speaker
April 11, 2024
1:00 pm – 1:50 pm ET
We are honored to have Lawrence A. Cunningham as the 2024 John L. Weinberg Distinguished Speaker. Mr. Cunningham is Professor Emeritus at George Washington University and Special Counsel at Mayer Brown.
The topic of his talk was “Speaking Out on Hot Button Topics: How Boards Can Steer CEOs and Companies in Choppy Waters.” Corporate leaders face complex challenges in responding to public debates on contentious topics. They must balance competing pressures to speak or remain silent, while navigating the polarization of today’s discourse and the diverse and powerful interests of various constituents not only among shareholders but employees, consumers, and civil society groups. In this talk, Professor Cunningham suggested that corporate leaders should not follow a fixed or ideological rule on whether to take public positions, but rather a pragmatic approach that evaluates the specific context and circumstances of each situation. The talk used the history and law of corporate governance, as well as practical experience, to illustrate that the best strategy for each board and CEO will vary depending on the unique features of their corporation and its leadership, its shareholder base, its workforce, the markets it serves, and how these factors relate to given public debates.
Click here for the Speaker VIDEO
Should CEOs Speak Out? A Board Framework (pdf), The Corporate Board, July/August 2024
Panel: “Zapata and Special Litigation Committees: Perspectives on What’s Working, What’s Not, and How We Can Improve the Process”
2:00 pm to 3:30 pm ET
This panel was a ninety-minute interactive event. Panelists from a wide cross-section of perspectives discussed Zapata’s two-part test for assessing a Special Litigation Committee’s determination to terminate a derivative action. They explored the composition, purposes, and authority of Special Litigation Committees (SLCs); the initial purposes of Zapata and its evolution over the past 40 years; and whether Zapata is working as intended or needs to be revisited. They discussed practical takeaways for SLCs and lawyers on both sides of the “v” as we work through these issues.
Moderated by Christine M. Mackintosh, Co-Chair of the Chancery Litigation Group at Grant & Eisenhofer, the panel will include:
- The Honorable Joseph R. Slights III, Partner, Wilson Sonsini Goodrich & Rosati and former Vice Chancellor, Delaware Court of Chancery
- Elena C. Norman, Partner, Young Conaway Stargatt & Taylor
- Mark D. Richardson, Partner, Labaton Keller Sucharow
- David F.E. Tejtel, Principal, Friedman Oster & Tejtel
Click here for the Panel VIDEO
A Proposal For Improving Trust In The Special Litigation Committee Process,“ Harvard Blog, August 9, 2024 [See footnote 14)
MATERIALS
- Across the Board – CEO Comments on Public Policy: An Internal Governance Framework, Lawrence Cunningham, January 2023
- How — and When — Should Companies Engage in the Political Process?, Harvard Business Review, May 2023
- When should CEOs speak out on public issues?, Fortune, May 2021
- CEOs [not] Speaking Out, KPMG, March 2022
- Companies That Embraced Social Issues Have Second Thoughts, Wall Street Journal, June 2023
- Companies Quiet Diversity and Sustainability Talk Amid Culture War Boycotts, Wall Street Journal, June 2023
- Importance of Special Litigation Committees in Maintaining Board Control Over Derivative Litigation, Harvard Law School Forum on Corporate Governance Blog, May 24, 2023
- Thoughts of a Jewish-American Plaintiffs’ Lawyer on the Past and Present of Stockholder Litigation, Joel Friedlander, The M&A Journal, Volume 23 Number 4, November/December 2023
- ZAPATA Corporation v. William MALDONADO, Supreme Court of Delaware, Decided May 13, 1981
- Kevin DIEP, derivatively on behalf of EL POLLO LOCO HOLDINGS, INC. v. TRIMARAN POLLO PARTNERS, L.L.C. and EL POLLO LOCO HOLDINGS, Inc., Supreme Court of Delaware, No. 313, 2021, Decided June 28, 2022
- IN RE BAKER HUGHES, A GE COMPANY, DERIVATIVE LITIGATION, Court of Chancery of Delaware, Decided: April 17, 2023
CLE and Materials: Approved to 2.2 Delaware CLE credits. Materials and additional information were sent in advance of the program.
For any questions, please contact Louisa Cresson at lcresson@udel.edu.