On September 11, 2017, the Weinberg Center hosted a discussion on the role of the general counsel and how she should be positively influencing corporate culture. The Center has been working with the Association of Corporate Counsel (ACC) to examine this issue in light of ACC’s recent research and white paper on this topic. ACC is a global bar association with more than 43,000 in-house counsel members worldwide. Participating in the discussion were the following;
Veta T. Richardson, President and CEO of the Association of Corporate Counsel Bio
Gloria Santona, retired Executive Vice President, General Counsel and Corporate Secretary, McDonald’s Corporation; and an independent director of Aon Corporation Bio
Ann Mulé, Associate Director, John L. Weinberg Center for Corporate Governance Bio
Thursday, May 4, 2017, 2:00 PM to 3:00 PM @Video :
On May 4, 2017, the Weinberg Center hosted a discussion on blockchain technology, and the State of Delaware’s Blockchain Initiative. Participating in the discussion, which was moderated by the Center’s Associate Director, Ann Mulé, were the following three individuals who are leading the Delaware Blockchain Initiative:
Andrea Tinianow is the Director of Global Delaware in the Delaware Department of State. The Delaware Blockchain Initiative was conceived by Global Delaware and Andrea directs the Initiative.
Caitlin Long is the Chairman and President of Symbiont, the market-leading smart contracts platform for institutional uses of distributed ledger technology. Symbiont is partnering with Global Delaware in the Delaware Blockchain Initiative.
Marco Santori is a Partner at Cooley LLP, leads Cooley’s fintech practice, and is an authority in the law of blockchain technology. He is the Legal Ambassador for the Delaware Blockchain Initiative.
The Weinberg Center believes that all public company board members and those who advise boards should understand blockchain technology, Delaware’s Blockchain Initiative, and the potential impacts both will have. Therefore, we are sharing the video of the discussion, as well as other informative materials. Please feel free to pass this on to others who may be interested.
Using the current conflagration enveloping Volkswagen involving a massive emissions regulation evasion scheme as a backdrop, we invite you to a panel discussion on the importance of appropriate board composition, theory, structure, appropriate compensation incentives, and compliance programs in assuring an ethical corporate culture that promotes integrity and ultimate company success. The panel will discuss lessons, as well as practical steps, that investors, boards, chief legal officers, and compliance and governance professionals can take to avoid problems such as those faced by Volkswagen and other companies with recent compliance/ethical breakdowns.
Our panelists will address the following subjects: Why did such a problematic culture exist at Volkswagen that allowed such a pervasive and highly developed scheme to occur over such an extended period of time and through so many levels of the organization? What about the culture at other companies where recent compliance breakdowns occurred? What role did the board play? Was the board actively monitoring management? What role did Volkswagen’s unique governance structure play? Did the use of dual class stock exacerbate the problems? What impact did the executive compensation structure have on the compliance culture at these companies?
Panel Participants:
Robert E. Bostrom, Senior Vice President, General Counsel and Corporate Secretary, Abercrombie & Fitch Co.
Charles M. Elson, Edgar S. Woolard, Jr. Chair in Corporate Governance; director of the John L. Weinberg Center for Corporate Governance; and Professor of Finance, University of Delaware; co-author of “The Bug at Volkswagen: Lessons In Co-Determination, Ownership and Board Structure”
Nicholas Goossen, student, University of Delaware; co-author and co-presenter of the paper, “The Bug at Volkswagen: Lessons in Co-Determination, Ownership and Board Structure”
Gloria Santona, Executive Vice President, General Counsel and Secretary, McDonald’s Corp.
Professor Christian Strenger, Honorary Professor and Academic Director of the Center for Corporate Governance at HHL Leipzig Graduate School of Management
Anton R. Valukas, Chairman of the Firm, Jenner & Block
The Honorable James T. Vaughn, Jr., Justice, Delaware Supreme Court
Moderator; Charles Elson, Edgar S. Woolard Chair in Corporate Governance; Director, John L. Weinberg Center for Corporate Governance, and Professor of Finance
On April 25, 2017, the Weinberg Center co-hosted with the Association of Corporate Counsel a panel discussion, “Volkswagen Emissions Scandal – Lessons for Investors, Boards, Chief Legal Officers, and Compliance and Governance Professionals” The program was sponsored by Bloomberg Law.
Using the current conflagration enveloping Volkswagen involving a massive emissions regulation evasion scheme as a backdrop, the panel discussed the importance of appropriate board composition, theory, structure, appropriate compensation incentives, and compliance programs in assuring an ethical corporate culture that promotes integrity and ultimate company success. The panel also discussed lessons, as well as practical steps, that investors, boards, chief legal officers, and compliance and governance professionals can take to avoid problems such as those faced by Volkswagen and other companies with recent compliance/ethical breakdowns.
After the program, Bloomberg interviewed some of the panelists. To view the interviews, please see the links below:
The focus of the 2017 Corporate Governance Symposium will be “Governance Issues of Critical Importance to Boards and Investors in 2017.” The Symposium will begin with an address by our John L. Weinberg Distinguished Speaker – Ronald P. O’Hanley, President and CEO, State Street Global Advisors. Mr. O’Hanley will be followed by a panel of representatives from the corporate and investor community, and a former Chief Justice of the Delaware Supreme Court, during which each panelist will share what matters most to them in 2017. The panelists are:
Joann S. Lublin, Management News Editor, The Wall Street Journal
Ronald P. O’Hanley, President and CEO, State Street Global Advisors
Brian L. Schorr, Partner and Chief Legal Officer, Trian Fund Management, L.P.
Linda E. Scott, Managing Director and Associate Corporate Secretary, JPMorgan Chase & Co.
Myron T. Steele, Partner, Potter Anderson & Corroon, LLP; and former Chief Justice, Delaware Supreme Court
Moderator: Charles M. Elson, Edgar S. Woolard, Jr., Chair in Corporate Governance, Director of the John L. Weinberg Center for Corporate Governance, and Professor of Finance
The panel will be followed by Joann Lublin from The Wall Street Journal, who will be our luncheon speaker. She will be discussing her recently published book, Earning It: Hard-Won Lessons from Trailblazing Women at the Top of the Business World.
The presentation of academic papers on topics that are of critical importance to boards and investors will occur in the afternoon. The papers being presented are:
“Captured Boards”: The Rise of “Super Directors” and the Case for a Board Suite, by Kobi Kastiel, Harvard Law School (Q&A Participant) and Yaron Nili, University of Wisconsin Law School (Presenter) Winner of the Best Paper Award Click here for a copy of the paper
Discussant: Jeffrey Gordon, Richard Paul Richman Professor of Law, Columbia Law School
The Golden Leash and the Fiduciary Duty of Loyalty, by Greg Shill, Harvard Law School Program on Corporate Governance (Presenter) Click here for a copy of the paper
Discussant: David M. Silk, Partner, Wachtell, Lipton, Rosen & Katz
Affiliated Corporate Donations and Director Independence, by Ye Cai, Santa Clara University; Jin Xu, Virginia Tech, Pamplin College of Business (Presenter); and Jun Yang, Indiana University. Click here for a copy of the paper
Discussant: Todd Gormley, Washington University in St. Louis
DE CLE/CPE: Approval for DE CLE is pending. CPE credits will be provided by our event partner, Sallie Mae. There is no charge for the program, which includes a complimentary lunch, A book signing for Ms. Lublin’s book will take place during the lunch break after her talk, and copies of the book will be available for purchase.
On March 7, 2017, the John L. Weinberg Center for Corporate Governance at the University of Delaware was honored to host Ron O’Hanley, President and CEO of State Street Global Advisors (SSGA), as its John L. Weinberg Distinguished Speaker. SSGA is a recognized leader in corporate governance. He gave an inspiring talk as part of the Center’s 2017 Corporate Governance Symposium. Mr. O’Hanley discussed SSGA’s focus on effective, independent board leadership and his recent call on boards to consider ESG impacts on long-term value creation. He discussed board diversity and SSGA’s call on companies to increase the number of women on their corporate boards, which was announced earlier in the morning and which was also on the eve of International Women’s Day (March 8). Mr. O’Hanley also spoke about the historic comprehensive stewardship and governance principles recently issued by the Investor Stewardship Group.
For more information about the Symposium and Mr. O’Hanley’s address, go HERE.
