The Weinberg Center is pleased to welcome The Honorable Sam Glasscock III as its 2025 Weinberg Distinguished Speaker.
Following his recent retirement as Vice Chancellor of the Delaware Court of Chancery, this event will recognize his two decades of distinguished judicial service. He served as Master in Chancery (now Magistrate) from 1999 to 2011 and as Vice Chancellor from 2011 to 2025.
April 17, 2025 12:00 noon to 2:00 pm ET Young Conaway Stargatt & Taylor, LLP Rodney Square | Wilmington, Delaware
Registration for this event is at or near capacity. A waiting list may be created, and those who register after that will be notified of their status. In that case, we also intend to reach out to confirm the attendance of people who registered previously.
To facilitate the occasion, we will be joined by two of Vice Chancellor Glasscock’s former clerks who are now practicing corporate lawyers in Wilmington: Ashleigh Herrin of Wilson Sonsini and Abraham Schneider of Bayard.
The conversation will center around the creation of corporate law through equity jurisprudence. Vice Chancellor Glasscock is well known as a consummate practitioner of the judicial craft, rendering equitable judgments that faithfully balance the contending interests while drawing inspiration and offering illumination from art, literature, science, and other branches of knowledge.
This program is complimentary, but advance registration is required. Seating may be limited and registrations secured on a rolling basis. If you have questions, please email Nicole Rich: nrich@udel.edu
Registration for this event is at or near capacity. A waiting list may be created, and those who register after that will be notified of their status. In that case, we also intend to reach out to confirm the attendance of people who registered previously.
Leaders from prominent university corporate governance centers, including WCCG Director Lawrence Cunningham, gathered for a discussion on one of the hottest topics in the field: Delaware’s continued leadership in the corporate chartering business.
Panelists
Lawrence A. Cunningham, Director, John L. Weinberg Center for Corporate Governance, University of Delaware, Alfred Lerner College of Business and Economics, and Henry St. George Tucker III Research Professor of Law Emeritus, The George Washington University Law School.
Sean J. Griffith, Former Director, Fordham Corporate Law Center, and T. J. Maloney Chair in Business Law, Fordham University Law School.
Dorothy S. Lund, Co-Director, Ira M. Millstein Center for Global Markets and Corporate Ownership, and Columbia 1982 Alumna Professor of Law, Columbia University Law School.
Edward Rock, Co-Director, Institute for Corporate Governance & Finance, and Martin Lipton Professor of Law, New York University Law School.
Moderator
Anna T. Pinedo, Capital Markets Partner, Mayer Brown, Adjunct Professor, The George Washington University Law School, and Member of Advisory Board of The George Washington University Center for Law, Economics & Finance (C-LEAF).
March 14, 2025
Time: All day
Location: Clayton Hall, University of Delaware, Newark DE
John L. Weinberg/IRRCi Research Paper Competition
The John L. Weinberg Center for Corporate Governance and the Department of Finance at the Lerner College of Business and Economics at the University of Delaware will host the 2025 annual Corporate Governance Symposium on March 14, 2025. The winners of the 2025 John L. Weinberg/IRRCi $10,000 Research Paper Award competition will be announced during the program.
From Boom to Backlash: Guiding Directors in a Shifting ESG Landscape
Time: 2:00 pm – 5:00 pm
Location: Clayton Hall, University of Delaware, Newark, DE
In-Person Program Reception to follow.
This program has been approved for 2.6 Delaware CLE credits and 2.5 Pennsylvania CLE credits
This interactive gathering marks the fourth annual event addressing director duties amid the waxing and waning of the ESG movement, hosted by the Weinberg Center at the University of Delaware, led by John W. White of Cravath, Swaine & Moore and Lawrence Cunningham of the Weinberg Center. Our panelists, representing a wide cross-section of perspectives, will offer practical advice tailored to corporate directors as well as those who advise them and university students interested in related topics.
Rather than focusing on specific ESG rules or challenges to them, this session will explore how directors can fulfill their duties effectively amid a landscape of shifting expectations and mounting criticism, from ESG backlash to “green hushing.” The group will also delve into the importance of reliable data for ESG and other corporate disclosure, addressing how to ensure that directors and investors receive useful information.
The discussion will revisit key themes such as board oversight and the role of corporate leadership in addressing ESG debates, while offering updated perspectives on the growing pushback against ESG. Other new topics this year include how directors can reconcile ESG issues with their primary responsibilities of overseeing CEOs and shaping corporate strategy, and where the line should be drawn between board oversight and managerial discretion on ESG topics.
An underlying theme: even as debate over ESG continues, directors’ fundamental functions and duties remain stable. Our goals are to empower directors, their advisors, and the next generation of accounting and finance professionals with the insights they need to excel.
From Boom to Backlash Panel, February 13, 2025 Panelist Michael Montelongo, Delaware State Treasurer Colleen Davis, and WCCG Director Lawrence Cunningham
Confirmed Participants
Donna Anderson (T. Rowe Price)
Michael Arnold (Cravath, Swaine & Moore)
Paul Beswick (Ernst & Young)
Lawrence Cunningham (University of Delaware)
Mary Francis (Chevron Corporation)
William Lafferty (Morris Nichols Arsht & Tunnell)
Michael Montelongo (GRC Advisory Services)
Polia Nair (CohnReznick)
Anne Sheehan (PJT Camberview)
Kent St. Pierre (University of Delaware)
John White (Cravath, Swaine & Moore)
Student Writing Competition: Cash Prizes
As part of this panel discussion, the Center will host a writing competition for students from the University of Delaware and other universities, including Delaware Law, Delaware State, Drexel, Maryland, Penn, St. Joe’s, Temple, Villanova, and Wilmington University. Students who attend the panel (in full or for the majority) will be invited to submit a short paper (1000 to 2000 words) summarizing the discussion, highlighting major themes, outlining key takeaways, and identifying open questions for debate. Submissions will be due by 5:00 pm ET February 20. Submissions may be written by single or multiple authors. The Center’s staff and leadership will review all submissions and choose the three best papers; each paper will be awarded a $500 prize. Tip for students: Take advantage of the reception afterwards to network with experts, build connections, and gain valuable insights to strengthen your paper.
This webinar will address common legal issues and questions that parties, including acquirors/targets, directors, counsel, and financial advisors, encounter in mergers & acquisitions, as well as the impact of recent developments in Delaware and other relevant case law. Some of the topics to be covered include, among other things: considerations when selecting legal and financial advisors, when do Revlon duties apply, what does it mean for a seller to select a value maximizing offer, how does a buyer’s stock as consideration complicate matters, what work does a Board need to do in order to obtain fairness opinion, what to do if a potential deal leaks, common issues between the signing and closing of a transaction, changes to standard of practice requires based on recent Delaware decisions. The participants will also address some more thorny legal issues that arise in complex M&A situations, including transactions involving controlling stockholders, and responding to unsolicited offers and under what circumstances can the target just say NO. The participants will focus on board-level and practical considerations and takeaways in these challenging scenarios.
Please join us for this program that will explore the evolving and challenging issues associated with Board minutes, emphasizing practical advice for boards, management, corporate secretaries, and their advisors. Board minutes are an important part of a corporation’s internal recordkeeping. They have also become important in corporate and securities litigation, with plaintiffs’ counsel using books and records requests in connection with their lawsuits. The panel members will discuss the purposes of board minutes; and recommendations related to board minutes, such as developing processes for documenting, good recordkeeping, timing, risks, recording of board meetings, and how to avoid pitfalls. Also, developments in Delaware cases impacting board minutes will be discussed. Plaintiffs’ and defense counsel on the panel will provide their insights, including their perspective on board minutes, the impact of litigation and the use of book and records requests.
Participants:
Mary Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation, Moderator
Joel Fleming, Partner, Equity Litigation Group LLP
Margaret (Peggy) Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.
ONTARIO PROVINCIAL COUNCIL OF CARPENTERS’ PENSION TRUST FUND, POLICE & FIRE RETIREMENT SYSTEM OF THE CITY OF DETROIT, AND NORFOLK COUNTY RETIREMENT SYSTEM, Derivatively on Behalf of WALMART INC. v. ROBSON WALTON, GREGORY B. PENNER, STEUART WALTON, TIMOTHY P. FLYNN,THOMAS W. HORTON, MARISSA A. MAYER, DOUG MCMILLON, STEVEN S. REINEMUND,PHYLLIS HARRIS, and JAY JORGENSEN, and WALMART INC., C.A. No. 2021-0827-JTL, Delaware Court of Chancery, April 26, 2023
