Past Events
Thursday, October 6, 2016, 9:30 AM to 1:00 PM
@Gore Recital Hall, University of Delaware :
Global investors are growing increasingly aware of the risks and opportunities associated with climate change and its potential implications for the value of their investments over the long term. Following the COP21 Paris Climate Accord, a number of institutional investors, concerned about portfolio risks, are focusing on board-level responses to climate change and have established policies calling for“climate-competent” boards and directors.We invite you to a round table discussion on the expectations of large investors, and how boards might respond to calls for increased “climate competency.” Issues to be discussed include: What does “climate competency” mean? Should boards add a director with specialized “climate competency” skills or can a board properly oversee climate risk with outside expertise and board education? What should the role of the full board and/or specific board committees,such as the audit, risk, sustainability, compensation and governance committees, be with regard to the oversight of climate risk issues? Should corporate sustainability reports and scenario analysis be reviewed at the board level? Do the responses to the above issues change in more carbon intensive industries? Other issues to be addressed include: How should board members best oversee the impact of climate change on the company’s long-term strategic plan? What is the board’s role with respect to climate risk disclosures to investors?What is the board’s role with regard to engagement with shareholders?We look forward to a productive and engaging discussion regarding board “climate competency” from various perspectives.
ROUNDTABLE PARTICIPANTS:
- Stephen L. Brown, Senior Advisor, KPMG Board Leadership Center
- Michelle Edkins, Managing Director and Global Head of Investment Stewardship, BlackRock
- Richard C. Ferlauto, Member of the Governing Board, 50/50 Climate Project
- Michael I. Garland, Assistant Comptroller for Corporate Governance and Responsible Investment, Office of the New York City Comptroller
- Rakhi Kumar, Head of Corporate Governance, State Street Global Advisors
- Sophie L’Helias, President, LeaderXXchange; Co-Founder, International Governance Network (ICGN); Director, Kering
- Jon Lukomnik, Executive Director, IRRC Institute
- Patrick McGurn, Special Counsel and Head of Strategic Research and Analysis, Institutional Shareholder Services (ISS)
- Travis Norton, Executive Director, U.S. Chamber Center for Capital Markets Competitiveness
- Veena Ramani, Senior Director, Corporate Programs, Ceres
- Paul E. Rowsey, III, President and CEO, Compatriot Capital; Chairman of the Board, Ensco plc; Lead Director, KDC Holdings LLC, JBL Partners LLC, Village Green Consolidated, E2M Partners, LLC; and Director, Powdr Corporation
- The Honorable Joseph R. Slights III, Vice Chancellor, Delaware Court of Chancery
Moderator: Charles M. Elson, Edgar S. Woolard, Jr., Chair of Corporate Governance, Director of the John L. Weinberg Center for Corporate Governance, and Professor of Finance
DE CLE credits will be provided. CPE credits will be provided by our event partner, Sallie Mae. There is no charge for the program, which includes a complimentary lunch.
To Register go to: https://wccg-climate2016.eventbrite.com
Invitation
Udaily Pre-Event Article
Program Materials (12):
1. Establishing a Climate-Competent Board, Richard Ferlauto, NACD Directorship Magazine, November/December 2015
2. Investors Push for climate-competent boards, Richard Ferlauto, Corporate Secretary, May 31, 2016
3. Building climate competency into corporate governance structure, Richard Ferlauto, Corporate Secretary, August 24, 2016
4. A practical guide to help boards become more climate competent, Richard Ferlauto, Corporate Secretary, September 13, 2016 (third in a series of three)
5. Companies Might Have to Disclose Their Carbon-Related Risks, Wall Street Journal, September 13, 2016
6. Climate Change Risk Oversight Framework For Directors, Rakhi Kumar, Head of Corporate Governance and Michael Younis, ESG Analyst, State Street Global Advisors, March 14, 2016
7. The Top 25 U.S. Electric Utilities: Climate Change, Corporate Governance and Politics(IRRC-SI2 webinar slides)
8. View from the Top, Veena Ramani, Ceres, October 2015
9. Adapting portfolios to climate change, BlackRock Investment Institute, Global Insights, September 2016
10.Viewpoint – Exploring ESG: A Practitioner’s Perspective, BlackRock, June 2016
11. SEC Investigating Exxon on Valuing of Assets, Accounting Practices, Bradley Olson and Aruna Viswanatha, Wall Street Journal, September 20, 2016
12. Exxon Mobil directors, Excerpt from the 2016 Proxy Statement
CII Alert (Post-Event) – “Weinberg Center Roundtable Elevates Climate Competence at the Board level” (membership required)
“Climate Change and the corporate board: Too hot not to handle?” and “Panel on climate risk: It’s real, it’s material, it’s a board issue,” Directors & Boards, First Quarter 2017
Past Events
Tuesday, May 10, 2016, 9:30 AM to 10:45 AM
@Professor Elson’s Advanced Seminar in Corporate Governance :
Richard Auhll, former Chairman and CEO of Circon, was a guest lecturer at Professor Elson’s Advanced Seminar in Corporate Governance speaking on “Circon: Pills, Takeovers and Dissidents.” Professor Elson served on the Board of Circon with Mr. Auhll. The events during that period were the subject of a widely used Harvard Business Review case study. There was a reception following the class which gave the students an opportunity to talk further with Mr. Auhll.
Past Events
Tuesday, April 12, 2016, 9:30 AM to 12:00 PM
@Gore Recital Hall, Roselle Center for the Arts, University of Delaware :
With investors increasing focus on board composition and director skill sets, and new risks emerging for markets and public companies, the role of the audit committee-and the skill sets of its members-are more important than ever. As audit committees confront these new risks, along with growing market complexities and heightened attention from regulators, some are calling for a fresh look at the definition of an “audit committee financial expert” as well as a reexamination of the number of financial experts required for boards. Recent regulatory activity from the SEC and PCAOB have focused on the audit committee’s role in serving investors and other capital markets stakeholders through disclosure and audit quality.
With the spotlight on audit committees, this expert panel explored what the composition of the audit committee will look like in the future. Should the SEC and/or the stock exchanges reexamine their definition of an audit committee financial expert? Is the current definition of an “audit committee financial expert” too broadly written? Are audit committees better served by having members with more diverse skills and experience? Should the audit committee chair be required to be an “audit committee financial expert?” Would audit committees benefit from having more than one financial expert? Would investors benefit from a more comprehensive understanding and enhanced disclosure of the relevant skills and expertise that all audit committee members possess?
Panelists included:
- Angela Brock-Kyle, Audit Committee Member, Infinity Property and Casualty Corp.
- Dennis Berefsord, Executive-in Residence, J.M. Tull School of Accounting, Terry College of Business, University of Georgia; former Chairman of the Financial Accounting Standards Board
- Cindy Fornelli, Executive Director, Center for Audit Quality
- The Honorable Randy J. Holland, Justice, Delaware Supreme Court
- Philip Livingston, Audit Committee Chair, Vision Energy; former CEO of Financial Executives International
- Paula Loop, Leader, PwC Center for Board Governance
- Zach Oleksiuk, Americas Head, Corporate Governance and Responsible Investment, BlackRock
- John White, Partner, Cravath, Swaine & Moore
Moderator: Charles Elson, Director, John L. Weinberg Center for Corporate Governance, Alfred Lerner College of Business & Economics, University of Delaware; Edgar S. Woolard Chair in Corporate Governance; and Professor of Finance
Save the Date
Invitation
UDaily Pre-Event Article
Summary Article, CAQ Insights, June 2016
Noted in:
- PwC’s Governance Insights (June 14, 2016)
- Society of Corporate Secretaries and Governance Professionals’ Society Alert (June 15, 2016)
- KPMG’s Board Leadership Weekly (June 16, 2016)
UDaily Post-Event Article
Past Events
Tuesday, March 15, 2016, 9:00 AM to 5:00 PM @Clayton Hall, University of Delaware :
The focus of the 2016 Corporate Governance Symposium was “Governance Issues of Critical Importance to Boards and Investors in 2016.” The Symposium began with a panel of public company directors, investors, proxy advisory firms, and other representatives from the corporate and investor community, and the Delaware judiciary, during which each panelist will shared what matters most to them in 2016. The Symposium provided attendees with cutting edge governance discussion and debate. The panelists included:
- Les Brun, Chairman and Chief Executive Officer of Sarr Group, LLC; Chairman of the Boards 0f Broadridge Financial Solutions, Inc. and CDK Global, Inc.; Audit Committee Chair, Merck & Co, Inc.; Director, Hewlett Packard Enterprise Company and NXT Capital, Inc.
- Margaret M. Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.; Director, Occidental Petroleum Corporation
- Michael Garland, Assistant Comptroller for Corporate Governance and Responsible Investment, Bureau of Asset Management, Office of the New York City Comptroller
- The Honorable J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
- Robert M. McCormick, Chief Policy Officer, Glass Lewis & Co.
- Patrick S. McGurn, Special Counsel and Head of Strategic Research and Analysis, Institutional Shareholder Services (ISS)
- Allie Rutherford, Principal, CamberView Partners, LLC
- Thomas E. Sandell, Chairman and Chief Executive Officer, Sandell Asset Management Corp
- Anne Sheehan, Director of Corporate Governance, California State Teachers’ Retirement System (CalSTRS)
Moderator: Charles Elson, Director, John L. Weinberg Center for Corporate Governance, Alfred Lerner College of Business & Economics, University of Delaware; Edgar S. Woolard Chair in Corporate Governance; and Professor of Finance
The Symposium continued with a special academic paper presentation by Professor Lucian A. Bebchuk from Harvard Law School. The paper was “Making Independent Directors Work.” This was followed by the presentation of three additional academic papers on topics that are of critical importance to boards and investors today. The three academic papers presented were:
- “Shareholder Power and Corporate Innovation: Evidence from Hedge Fund Activism” Alon Brav, Duke University (Presenter); Wei Jiang, Columbia University; Song Ma, Duke University; Xuan Tian, Indiana University (Bloomington)
This paper studies how hedge fund activism reshapes corporate innovation. Firms targeted by hedge fund activists experience an improvement in innovation efficiency during the five-year period following the intervention. Despite a tightening in R&D expenditures, target firms experience increases in innovation output, measured by both patent counts and citations, with stronger effects seen among firms with more diversified innovation portfolios. We also find that the reallocation of innovative resources and the redeployment of human capital contribute to the refocusing of the scope of innovation and lead to gains in efficiency. Finally, the authors show that improvement in innovation efficiency is a by-product of asset reallocations triggered by activist interventions at the target firms.
Discussant – Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz To read a copy of the paper, click HERE. Winner of the Best Paper Award.
- “Who Controls Corporate Charters? Shareholder Activism and Corporate Charter Amendments” Geeyoung Min, University of Virginia Law School (now with the Millstein Center for Global Markets and Corporate Ownership, Columbia Law School) (Presenter) Prior scholarship has characterized corporate charters as relatively static documents which tend to serve the interests of managers over those of shareholders. This paper challenges the conventional account using newly constructed original data on corporate charters of the 221 largest, publicly traded U.S. companies. The data show not only that there has been a substantial increase in charter amendment activity over the past decade, but also that the amendments have substantially empowered shareholders. As a descriptive matter, this paper argues that the flurry of charter amendments can be explained by the rise of shareholder activism combined with the more prominent role played by proxy advisory firms. The rise of shareholder activism, as measured by shareholder proposals on corporate governance issues, is not only positively related to the increase in the frequency of charter amendments, but also has influenced the contents of the charter amendments. Furthermore, a new rule from the U.S. Securities and Exchange Commission (“SEC”) in 2003, with its subsequent interpretation in the following year, has played an important role by empowering proxy advisory firms such as the Institutional Shareholder Services (“ISS”). At the same time, despite the general increase of shareholder influence on charter amendments, this paper also shows that directors still have retained strong control. Because the management and directors retain power over amendment proposals and full control over the final drafting of charter provisions, they are able to creatively impose limitations, some of which are potentially substantial, on how shareholders can exercise newly granted rights.
Discussant – Myron T. Steele, Potter, Anderson & Corroon LLP, and former Chief Justice, Delaware Supreme Court To read a copy of the paper, click Here
- “Banker Loyalty in Mergers and Acquisitions” Andrew F. Tuch, Washington University School of Law (Presenter) Investment banks often face conflicts of interest in their role as advisors on merger and acquisition (“M&A”) transactions. In performing their advisory role, are banks fiduciaries of their clients, and thus obliged to act loyally; gatekeepers, and thus required to perform a guardian-like function for investors; or simply arm’s length counterparties with no other-regarding duties? The prevailing scholarly view resists characterizing M&A advisors as fiduciaries, putting faith in the power of contract law and market constraints to discipline errant bank behavior. This Article develops a theoretical account of investment banks as fiduciaries of their M&A clients, showing why they should act loyally toward their clients unless they obtain informed client consent.
Second, the Article develops an analytical framework for assessing what liability rules will best deter disloyalty by investment banks toward their M&A clients. The framework applies optimal deterrence theory, drawing an analogy between bank disloyalty and tortious conduct. It shows why holding only banks liable for disloyalty is unlikely to adequately deter such disloyalty. It suggests the need for fault-based liability rules on corporate directors (of M&A clients) for their oversight of banks and for public enforcement to supplement private enforcement of liability rules. Applying this framework, the Article assesses recent Delaware decisions, including Del Monte, El Paso, and Rural Metro, generally supporting them but suggesting that private enforcement alone under-deters bank disloyalty and includes certain gaps in liability. It proposes modest but potentially significant doctrinal shifts, including subjecting directors’ decisions to “contract out” of fiduciary protections in engagement letters to heightened judicial scrutiny, and argues for increased regulatory oversight of banks in M&A deals. The Article nevertheless argues against imposing aiding and abetting liability on banks, regarding that doctrine as ill-suited to deterring bank disloyalty and, to the extent it hinges on treating banks as gatekeepers, as lacking theoretical justification.
Discussant – The Hon. J. Travis Laster, Vice Chancellor, Delaware Court of Chancery To read a copy of the paper, click HERE
Symposium Call for Papers
News Journal article
Invitation
UDaily pre-event article
UDaily post-event article
Past Events
Wednesday, November 18, 2015, 8:30 AM to Thursday, November 19, 2015, 12:30 PM
Clayton Hall, University of Delaware:
The Society of Corporate Secretaries & Governance Professionals and the John L. Weinberg Center for Corporate Governance at the University of Delaware, in partnership with the State of Delaware and the ABA Business Law Section Corporate Governance Committee, hosted the third annual Delaware Law Issues Update Conference. The program focused on Delaware corporate law and governance issues essential to corporate secretaries, in-house counsel, outside counsel and governance professionals who advise boards. It covered recent developments and emerging issues in Delaware law and presenters gave best practice advice on how to avoid litigation or bad outcomes as well as focus on proactive steps that should be taken by those who regularly advise boards of directors.
NEW THIS YEAR: This year’s program included a proxy season update and practical advice on preparing for the 2016 proxy season, as well as a panel on legal ethics in corporate governance. The conference featured six current and former members of the Delaware Supreme Court and the Court of Chancery, so it was a great opportunity to hear directly from this outstanding judicial group. The conference also featured plaintiffs’ and defense counsel, general counsel, corporate secretaries, investors and other board advisors.
The conference featured a luncheon Q&A with Chancellor Andre Bouchard, and an opening address by Vice Chancellor J. Travis Laster. There was be a networking cocktail reception sponsored by the State of Delaware and a dinner. with Marty Lipton from Wachtell, Lipton, Rosen & Kats, as the guest speaker. The conference featured five panels:
- “Issues Relating to Recent Shareholder Activism”
- “M&A and Advising the Board“
- “Hot Issues in Corporate Governance & Preparing for the 2016 Proxy Season”
- “Legal Ethics Issues in Corporate Governance”
- “The Changing Delaware Landscape for Bylaws and Dispute Resolution”
For a copy of the current Agenda, click HERE.
Copy of the Save the Date
Copy of the Brochure
Copy of the Delaware Corporate & Commercial Litigation Blog
Copy of an article from The Deal
Copy of a Corporate Secretary article
Copy of a Delaware Law Weekly article
Copy of UDaily post-event article
Past Events
Tuesday, October 20, 2015, 1:00 PM to 3:00 PM
@ ACC 2015 Annual Meeting in Boston, MA :
Large institutional investors have been increasingly focused on board composition in order to ensure an effective board of directors. Recent activist investor activity has increased the visibility of these issues. This panel focused on such critical board composition matters as appropriate skill sets, including independent director industry expertise, and board refreshment techniques such as evaluations, tenure and term limits. The panel also reviewed how these important issues can impact board diversity. Participating on the panel were: Glenn Booraem, Principal & Fund Treasurer, Vanguard Group, Inc.; Charles Elson, Edgar S. Woolard, Jr., Chair of Corporate Governance and Professor of Finance and Director, Weinberg Center; Rakhi Kumar, Head of Corporate Governance, State Street Global Advisors, and Ann Mulé, Associate Director, Weinberg Center and the Moderator.
