Past Events
Tuesday, May 5, 2015, 9:30 AM to 12:00 PM
@Gore Recital Hall, CFA :
Program co-sponsored with the Center for Audit Quality and the Department of Accounting & MIS of Lerner College of Business & Economic at the University of Delaware.
A dynamic and global economy is reshaping markets and pushing industries, professions, and companies to reexamine how they operate. Public company auditors are no exception. New threats to cybersecurity and opportunities presented by the emergence of data analytics raise the question of whether auditors should be asked to provide assurance/opine to the audit committee and board on more than financials. How far will the auditor’s responsibility go and at what point do auditors need new skills to provide this assurance? To what extent will the audit committee and board be able to rely on assurances beyond the traditional area of auditors’ expertise?
Panelists for this event included:
- Amy Borrus, Deputy Director, Council of Institutional Investors
- Jeanette M. Franzel, Board Member, Public Company Accounting Oversight Board
- Robert H. Herz, Member, Public Company Accounting Oversight Board – Standing Advisory Group; President, Robert H. Herz LLC; Executive-in-residence, Columbia Business School, Columbia University; Director and Chair of the Audit Committee, Morgan Stanley; Director and Member of the Audit Committee, Fannie Mae; and Director, Workiva, Inc.; Former Chairman, Financial Accounting Standards Board
- Kevin Lavin, Professional Practice Fellow, Center for Audit Quality
- Eileen Mallesch, Director and Chairperson of the Audit Committee, Bob Evans Farms, Inc.; Director and Chairperson of the Audit Committee, State Auto Financial Corporation; former Senior Vice President and Chief Financial Officer, Nationwide Insurance Property and Casualty segment
- Mary Pat McCarthy, Director and Chair of the Audit Committee, Mutual of Omaha Insurance Company; Director and Member of the Audit Committee, Tesoro Corporation; Former Vice Chair, KPMG LLP
- Harvey L. Pitt, CEO and Managing Director, Kalorama Partners, LLC, and Kalorama Legal Services, PLLC; Former Chairman, Securities and Exchange Commission
- Jon Raphael, Chief Innovation Officer, Deloitte & Touch LLP
- The Honorable Henry duPont Ridgely, Senior Counsel, DLA Piper LLP (US), and former Justice of the Delaware Supreme Court
Moderator: Charles M. Elson, Edgar S. Woolard, Jr., Chair in Corporate Governance, Director of the John L. Weinberg for Corporate Governance, and Professor of Finance, University of Delaware
Copy of the Invitation
UDaily Pre-Event Article UDaily Post-Event Article
Past Events
Sunday, March 15, 2015, 9:00 AM to 4:00 PM
@Clayton Hall, University of Delaware :
The focus of the 2015 Corporate Governance Symposium will be “Governance Issues of Critical Importance to Boards and Institutional Investors in 2015.” The Symposium began with a panel of institutional investors comprised of large institutional investors, proxy advisory firms, proxy solicitors, as well as representatives from the corporate and investor community, and The Honorable Karen Valihura, Justice from the Supreme Court of Delaware, who provided her views. During the panel each panelist shared what matters most to them. The Panel included:
- Glenn Booraem, Principal and Fund Controller, Vanguard
- Donna Dabney, Executive Director, Governance Center, The Conference Board
- Jon Lukomnik, Executive Director, IRRC Institute
- Robert M. McCormick, Chief Policy Officer, Glass Lewis
- Patrick S. McGurn, Special Counsel, Institutional Shareholder Services
- Allie Rutherford, Principal, CamberView Partners, LLC
- Linda E. Scott, Senior Vice President and Associate Corporate Secretary, JPMorgan Chase & Co.
- William Ultan, Senior Managing Director, Morrow & Co., LLC
- The Honorable Karen L. Valihura, Justice, Delaware Supreme Court
Moderator: Charles M. Elson, Edgar S. Woolard, Jr., Chair of Corporate Governance, Director of the Weinberg Center and Professor of Finance
The Symposium continued with the presentation of four academic papers on topics that are of critical importance to boards and institutional investors today. The Symposium provided attendees with cutting edge governance discussion and debate.
A short description of each of the papers presented and their respective authors and the paper discussants follows:
- “A Corporate Culture Channel: How Increased Shareholder Governance Reduces Firm Value” Co-Winner of the Best Paper Award Jillian Popadak, Fuqua School of Business, Duke University (Presenter)
The paper examines how shareholder governance influences firm culture and value. The author develops new measures of firm culture through textual analyses of employee reviews and find stronger governance significantly changes four aspects of culture: it increases results-orientation but decreases customer-focus, integrity, and collaboration. Shareholders initially realize financial gains from the governance-induced changes in culture: increases in sales, profitability, and payout occur. However, over time, the author finds intangible assets associated with customer satisfaction and employee integrity deteriorate, partly reversing the initial gains. The author’s findings are consistent with a multitasking hypothesis where stronger governance incentivizes managers to concentrate on easy-to-observe benchmarks at the expense of the harder-to-measure intangibles, even though such actions can reduce long-term value.
Discussant: Jon Lukomnik, IRRC Institute
To read the paper, click Here
Supplemental materials provided by Jon Lukomnik:
Corporate boards are comprised of individual directors but make decisions as a group. The quality of their decisions affects firm value. In this study, the authors focus on one particular aspect of group dynamics, groupthink. Groupthink is described as a mode of thinking by highly cohesive groups where the desire for consensus and agreement by the group members overrides critical thinking and correct judgment. While board groupthink has been criticized by both academic and practitioners, the authors’ is the first study to undertake a systematic investigation of the effect of groupthink on firm value. They develop four proxies for groupthink, based on the idea that greater interaction among group members leads to greater group cohesiveness which in turn leads to greater groupthink. The authors hypothesize that (i) groupthink negatively affects firm value, and (ii) groupthink will have a more negative effect on firm value for firms in dynamic industries (industries that are rapidly growing, are highly innovative, are experiencing increase in competitive environment, or have high merger activity). While they do not find support for the first prediction, they do find results consistent with their second prediction. The results have Implications for the appropriate design of corporate boards.
Discussant: James A. Fanto, Brooklyn Law School
To read a copy of the paper, click Here
- “Understanding Director Elections: Determinants and Consequences” Co-Winner of the Best Paper Award Yonca Ertimer, University of Colorado at Boulder; Fabrizio Ferri, Columbia University (Presenter); David Oesch, University of Zurich
This paper examines determinants and consequences of the voting outcomes at uncontested director elections. As in prior studies, proxy advisors’ recommendations strongly predict shareholder votes. Based on novel hand-collected data from proxy advisors’ reports, the authors document the reasons behind negative recommendations and their association with shareholder votes. For example, board-level and committee-level issues trigger more negative votes than individual-level concerns. While high votes withheld rarely result in director turnover, firms often respond to shareholder dissatisfaction by addressing the underlying concern, with the rate of responsiveness increasing in voting dissent. Responsive and unresponsive firms do not differ in subsequent performance.
Discussant: Jill E. Fisch, University of Pennsylvania Law School
To read the paper, click Here
Supplemental material provided by Jill Fisch, click Here
- “Growth through Rigidity: An Explanation for the Rise in CEO Pay” Kelly Shue, Booth School of Business, University of Chicago (Presenter); Richard Townsend, Tuck School of Business, Dartmouth College
The authors explore a rigidity-based explanation of the dramatic and off-trend growth in US executive compensation during the 1990s and early 2000s. They show that executive option and stock grants are rigid in the number of shares granted. In addition, salary and bonus exhibit downward nominal rigidity. Rigidity implies that the value of executive pay will grow with firm equity returns, which averaged 30% annually during the Tech Boom. Rigidity can also explain the increased dispersion in pay, the difference in growth rates between the US and other countries, and the increased correlation between pay and firm-specific equity returns. Regulatory changes requiring the disclosure of the value of option grants help explain the moderation in executive pay in the late 2000s. Finally, the authors find suggestive evidence that number-rigidity in executive pay is generated by contracting frictions, money illusion, and rule-of-thumb decision-making.
Discussant: Robert J. Jackson, Jr., Columbia Law School
To read the paper, click Here
Call for Papers
Invitation
UDaily Pre-Event Article
Copy of the Symposium Agenda
UDaily Post-Event Article
Past Events
Tuesday, March 3, 2015, 4:00 PM to 5:00 PM
@Webcast :
Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court, recently wrote a thoughtful note, entitled “Documenting the Deal: How Quality Control and Candor Can Improve Boardroom Decision-Making and Reduce the Litigation Target Zone”, in which he provides common sense guidance for practitioners in the M&A process to avoid litigation. Many of the ideas in the note apply equally to executive compensation decision-making. This webcast is intended as a primer for directors, inside and outside counsel, corporate secretaries and HR professionals on documentation and related issues in the compensation context, as well as other compensation committee hot topics. Chief Justice Strine’s note, in its current unpublished form, can be found here. The panelists discussed:
- Effective communication among directors and between directors and advisors
- Communications between advisors and management
- Documenting compensation consultant recommendations
- Compensation committee minutes
- “Compensation Discussion and Analysis” disclosure
- Conflicts of interest and independence
- Pay Ratio and Peer Groups
The panelists included:
- 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
- Steven Hall, Partner and Managing Director, Steven Hall & Partners
- Arthur Kohn, Partner, Cleary Gottlieb Steen & Hamilton LLP
Past Events
Wednesday, November 19, 2014, 9:00 AM to Thursday, November 20, 2014, 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 held the second 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 goverÂnance 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. The conference featured members of the Delaware Supreme Court and the Court of Chancery, as well as plaintiffs’ and defense counsel, corporate secretaries and investors. It was held at the University of Delaware in Newark, Delaware, all day on Wednesday, November 19, 2014 and a half day on Thursday, November 20.
Charles Elson, Director of the Weinberg Center and Edgar S. Woolard, Jr., Chair in Corporate Governance, stated that “the Society and the Center are particularly pleased that the conference will be again be co-chaired by: Anne Foster, Richards, Layton & Finger; Bill Lafferty, Morris, Nichols, Arsht & Tunnell LLP; Rolin Bissell, Young Conaway Stargatt & Taylor, LLP; David A. Katz, Wachtell, Lipton, Rosen & Katz LLP; Kevin Shannon, Potter Anderson & Corroon LLP; and Jennifer Voss, Skadden, Arps, Slate, Meagher & Flom LLP. Their guidance and focus on the most important Delaware law and associated governance issues will be crucial in selecting timely and relevant topics for the conference.”
The conference consisted of six panels on the following subject areas:
- SHAREHOLDER ACTIVISM
- FIDUCIARY DUTIES
- BOOKS & RECORDS DEMANDS
- M&A AND ADVISING THE BOARD.
- FEDERAL AND STATE JUDICIAL DEVELOPMENTS
- PRACTICAL TIPS
For a copy of the Agenda, please click HERE.
Stephen Brown, CEO and President of the Society, stated, “This program provides a unique and highly educational opportunity for Society members and other attendees to learn not only the latest and most important developments in Delaware corporate law, but also the related and emerging governance issues. The conference also provides an opportunity to interact with prominent members of the Delaware bar and the Delaware judiciary. This conference should not be missed.”
Delaware Law Issues Update 2014 Brochure
Lerner College Undergraduate and Graduate Student Scholarship Opportunity
Post-Event UDaily Article
Past Events
Thursday, October 30, 2014, 10:00 AM to 12:00 PM
@Gore Recital Hall, CFA :
Large institutional investors have been increasingly focused on board composition in order to ensure a highly effective board. This panel focused on various board composition matters, such as having the appropriate skill sets represented on the board, including the importance of independent director industry expertise, as well as numerous board refreshment techniques, including evaluations, tenure, and term limits. The following individuals participated on the panel:
- Julie H. Daum, Director of Spencer Stuart, and Co-Leader of the North American Board and CEO Practice, Spencer Stuart
- Michael Garland, Assistant Comptroller for Environmental, Social and Governance, New York City Office of the Comptroller
- The Honorable Randy J. Holland, Justice, Delaware Supreme Court
- Rakhi Kumar, Head of Corporate Governance, State Street Global Advisors
- Rochelle B. “Shelly” Lazarus, Chairman Emeritus and former Chief Executive Officer, Ogilvy & Mather Worldwide; Independent Director of General Electric and Chair, Governance and Public Affairs Committee; Director of Blackstone Group, L.P.; Director of Merck & Co., Inc.
- Simon M. Lorne, Vice Chairman & Chief Legal Officer, Millennium Management LLC
- William E. McCracken, President, Executive Consulting Group LLC ; and former Chief Executive Officer, CA Technologies
- F. William McNabb III, Chairman and Chief Executive Officer, Vanguard
- Ann C. Mulé, Associate Director of the John L. Weinberg Center for Corporate Governance
- Thomas E. Sandell, Founder and Manager, Sandell Asset Management
Moderator: Charles M. Elson, Director of the John L. Weinberg Center for Corporate Governance, and the Edgar S. Woolard, Jr., Chair in Corporate Governance and Professor of Finance
For a copy of the invitation, click HERE
For a copy of the DSS information, click HERE
Copy of UDaily Pre-Event article, click HERE
Copy of UDaily Post-Event article, click HERE
Copy of November 4, 2014 Philly.com/Philadelphia Inquirer article, click HERE
Copy of November 9, 2014 Phily.com/Philadelphia Inquirer article, click HERE
Copy of the News Journal article, click HERE
Copy of Davis Polk Briefing: Governance, click HERE
Past Events
Thursday, October 30, 2014, 9:00 AM to 10:00 AM
@Gore Recital Hall, CFA :
The Center hosted F. William McNabb III, Chairman and Chief Executive Officer of Vanguard, one of the world’s largest investment companies, as the John L. Weinberg Distinguished Series speaker for the Fall of 2014.
Transcript of Bill McNabb’s Speech
