Delaware Governance Institute

Delaware Governance Institute

Past Events

Thursday, October 12, 2023
9:30 am – 4:45 pm (8am registration)

CLAYTON HALL CONFERENCE CENTER
UNIVERSITY OF DELAWARE
100 David Hollowell Drive
Newark, DE 19716

Agenda

WELCOME!

The John L. Weinberg Center for Corporate Governance and the Corporate Governance Committee of the American Bar Association’s Business Law Section will co-host the in-person Delaware Governance Institute.

This program will feature members of the Delaware judiciary, including the Honorable Collins J. Seitz, Jr., Chief Justice of the Delaware Supreme Court and the Honorable Kathaleen St. J. McCormick, Chancellor of the Delaware Court of Chancery; members of the corporate community and plaintiff and defense attorneys, regulators, governance professionals, and institutional investors. In addition to the luncheon speaker(s), the Institute will consist of four panels, covering the most significant recent trends in Delaware law and corporate governance.

The topics to be explored by the Panels:

  • The ESG Pendulum Swings Back (or is it a “Wrecking Ball”?”)
  • The March of Caremark:  What must directors do to avoid stepping on landmines?
  • Conflict Transactions under a Microscope:  When does (and should) MFW apply?
  • Managing Everything, Everywhere, All at Once: How to have an effective board in these unusually challenging times

Speakers and panelists confirmed to date include:

  • The Honorable Collins J. Seitz, Jr., Chief Justice, Delaware Supreme Court
  • The Honorable Kathaleen St. J. McCormick, Chancellor, Delaware Court of Chancery
  • Rick Alexander, Founder and Chief Executive Officer, The Shareholder Commons
  • Paul Atkins, Chief Executive, Patomak Global Partners; and former Commissioner, Securities and Exchange Commission
  • Lisa Boyd, Managing Director, Joele Frank, Wilkinson Brimmer Katcher
  • James Cole, Jr., Chairman & Chief Executive of The Jasco Group, LLC; Director and Chair of the Nominating and Governance Committee, AIG
  • Lawrence A. Cunningham, Special Counsel, Mayer Brown; Professor Emeritus, George Washington University; and Director, Markel Group and other public companies
  • Michelle Edkins, Managing Director, Blackrock Investment Stewardship
  • Peggy Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.
  • Mary Francis, Corporate Secretary and Chief Governance Officer, Chevron Corporation
  • Lawrence A. Hamermesh, Professor Emeritus, Widener University Delaware Law School
  • Meredith Kotler, Partner, Co-head Securities & Shareholder Litigation, Freshfields Bruckhaus Deringer LLP
  • Trevor S. Norwitz, Partner, Corporate, Wachtell, Lipton, Rosen & Katz
  • Frank M. Placenti, Shareholder, Greenberg Traurig
  • Melissa Sawyer, Partner, Global Head of the Mergers & Acquisitions Group and co-head of the Corporate Governance Practice, Sullivan & Cromwell LLP
  • Gregory V. Varallo, Partner, Bernstein Litowitz Berger & Grossmann LLP
  • Mary Beth Vitale, CEO and Principal, Pallera, LLC; Director, Luna Innovations
  • John W. White, Partner and Chair of the Corporate Governance and Board Advisory Practice, Cravath, Swaine & Moore LLP *

Keynote Speakers:

  • Elad L. Roisman, Partner, Corporate, Cravath, Swaine & Moore LLP; and former Commissioner and Acting Chairman, Securities and Exchange Commission
  • Prashant Yerramalli, Vice President of Operations and Regulatory Affairs, Public; and former Chief of Staff for Securities and Exchange Commission Chairman Gary Gensler
  • Robert Stebbins, Partner, Corporate & Financial Services Department and Co-Chair of the Corporate Governance practice, Willkie Farr & Gallagher LLP; and former General Counsel, Securities and Exchange Commission, Moderator
Speaker Bios

This program will be highly relevant as Delaware law and court decisions are highly influential on corporate and governance practices throughout the country.

Program Co-Chairs: Justin P. Klein, Director, John L. Weinberg Center for Corporate Governance, and Frank M. Placenti, Esq, Chair of the ABA Corporate Governance.Committee, and Shareholder, Greenberg Traurig, LP.

Steering Committee Members:  Louisa K. Cresson, Assistant Director, John L. Weinberg Center for Corporate Governance; Katayun Jaffari, Chair-elect of the ABA Corporate Governance Committee, chair of the Corporate Governance Group, co-chair of the Capital Markets & Securities Group, and co-chair of the ESG Practice, Cozen O’Connor; John W. White, Partner and Chair of the Corporate Governance and Board Advisory Practice, Cravath, Swaine & Moore LLP; Tammy L. Mercer, Chair of the Corporate Litigation and Counseling Section, Young Conaway Stargatt & Taylor, LLP; Patricia O. Vella, Partner, Corporate Counseling, Morris, Nichols, Arsht & Tunnell LLP; and Trevor S. Norwitz, Partner, Corporate, Wachtell, Lipton, Rosen & Katz.

CLE: CLE credit will be offered. Materials will be sent in advance of the program.

Resource Materials

Media Coverage

The Chiefs: Past and Present and Delaware Law Update Highlights

The Chiefs: Past and Present and Delaware Law Update Highlights

Homepage News, Past Events

John L. Weinberg Distinguished Speaker Series – The Chiefs: Past and Present

On April 4, 2023, the Weinberg Center hosted “The Chiefs: Past and Present,” which was part of its John L. Weinberg Distinguished Speaker series, and “Delaware Law Update.”

The Center was honored to host “The Chiefs: Past and Present,” which featured the current and two former Chief Justices of the Delaware Supreme Court, and was moderated by William Lafferty from Morris, Nichols, Arsht & Tunnell, and Corinne Amato from Prickett, Jones & Elliott.  For more information, please view the video.

“Delaware Law Update” was a panel that focused on recent developments and emerging issues in Delaware law.  For more information view the video.

Click here for more information about “The Chiefs: Past and Present,” including the participants.

Click here for more information about ‘Delaware Law Update,”  including the participants and materials.

VIDEO: The Chiefs: Past and Present   VIDEO: Delaware Law Update

Delaware Law Update

Delaware Law Update

Past Events

Delaware Law Update
Tuesday, April 4, 2023
Clayton Hall, University of Delaware, Newark, DE

Watch Video

Delaware has seen developments over the past year – and is facing new open questions – in a number of areas of corporate law.  The Panel discussed the following:

  • The Court of Chancery for the first time applied oversight duties to officers in In re McDonald’s Corp. Stockholder Derivative Litigation, raising a host of questions for corporations and practitioners.
  • Following the Court of Chancery’s decision in Garfield v. Boxed, Inc., which arose out of a de-SPAC transaction, the Court has been asked by other post-de-SPAC companies to validate hundreds of millions of shares of stock called into question by Garfield.
  • The Court of Chancery set forth a new test for the independence of special committees under the MFW analysis, and that test is currently facing challenge in the Delaware Supreme Court.
  • The General Assembly amended Section 102(b)(7) of Delaware’s General Corporation Law to allow exculpatory provisions for corporate officers, and the Court of Chancery is currently hearing challenges to early implementations of those exculpatory provisions.

The panel participants were:

  • Corinne E. Amato, Director, Prickett, Jones & Elliott
  • Rolin P. Bissell, Partner, Young Conaway Stargatt & Taylor
  • Gary A. Bornstein, Partner, Cravath, Swaine & Moore
  • Blake Rohrbacher, Director, Richards Layton & Finger (Moderator)

Materials:

  1. ””In re Lordstown Motors”: Providing Relief Form ‘Untold Chaos”, by Nathaniel J. Stuhlmiller and Daniel S. Barrow, Delaware Business Court Insider, March 1, 2023.
  2. “Amendments to the DGCL permit Officer Exculpation,” by John mark Zeberkiewicz and Robert B. Greco, Insights, vol. 36, no. 10, October 2022
  3. “Three Lessons From Three years of Post-‘Marchand’ Caselaw,” by Nathaniel J. Stuhlmiller and Brian T. M. Mammarella, Delaware Business Court Insider, November 16, 2022
  4. “Delaware Law Update” Bios

2023 Corporate Governance Symposium

Past Events

PAST EVENT:  Friday, March 17, 2023
8:45 am – 4:15 pm EDT / 13:45 pm – 21:15 pm CET
Clayton Hall, University of Delaware, Newark DE

In-person and Live-stream

In collaboration with the European Corporate Governance Institute (ECGI), 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 hosted its 2023 annual corporate governance symposium. The winners of the 2023 John L. Weinberg/IRRCi $10,000 Research Paper Award competition were announced during the program.

The winning papers are:

  • “Female Equity Analysts and Corporate Environmental and Social Performance”
    Authors:  Kai Li (University of British Columbia), Feng Mai (Stevens Institute of Technology), Gabriel Wong (Cardiff University), Chelsea Yang (University of British Columbia), and Tengfei Zhang (Rutgers University)

  • “Conflicting Fiduciary Duties and Fire Sales of VC-backed Start-ups”Bo Bian (University of British Columbia), Yingxiang Li (University of British Columbia), and Casimiro A. Nigro (Goethe University)

The papers included in the Symposium collectively addressed new developments and critical issues within the area of corporate governance.

Download

2023 John L. Weinberg/ IRRCi Research Paper Competition:  The research paper competition seeks to highlight innovative research and includes an award of US$10,000.

Program Videos:

Call for Papers

Submission Fee Form

The Evolving ESG Landscape: Practical Advice for Today

Past Events

Date: February 22, 2023
Time: 2:00 pm – 5:00 pm ET
Location: Clayton Hall

This three-hour interactive event explored, from the board’s perspective, the most challenging issues emerging in the ESG landscape, focusing on the board’s role, as well as emphasizing practical advice for boards and management. The program was led by Sabastian V. Niles, a Partner from Wachtell, Lipton, Rosen & Katz, and John W. White, a Partner from Cravath, Swaine & Moore LLP. Rather than dwelling on the SEC and European proposals in the ESG arena, the discussion drilled down on ESG related issues frequently encountered by boards today. Panel members discussed board / board committee and management responsibilities with respect to ESG, fiduciary duties, integrating ESG into strategy and operations, the importance of reliable data and internal control procedures, ESG metrics and targets related to compensation plans, ESG activists and shareholder proposals. Case studies and scenarios were utilized to illustrate some of the complexities and challenges.

In addition to Sabastian Niles and John White, the other participants were:

• Michael L. Arnold, Partner, Cravath, Swaine & Moore LLP
• Catherine G. Dearlove, Director, Richards, Layton & Finger
• Aaron Holmes, General Counsel North America & Senior Managing Director, Accenture
• Professor Jennifer R. Joe, Whitney Family Endowed Chair of Accounting, Cohen Family Lerner Director of Diversity, Lerner College of Business & Economics, University of Delaware
• Justin P. Klein, Director, John L. Weinberg Center for Corporate Governance, Lerner College of Business & Economics, University of Delaware
• Carmen X. W. Lu, Counsel, Wachtell, Lipton, Rosen & Katz

This Weinberg Center panel provided participants with useful insights and practical takeaways.

Navigating an Evolving Challenge: Role of the Board and the CEO in the Navigating Political and Social Issues

Past Events

Date: January 10, 2023
Time: 1:00 pm – 2:00 pm EST
Virtual

View Webinar Recording

Company boards and senior leadership are having to pay much more attention to external developments – social and political, local, and global. Driven by employees, investors, customers, interest groups, and other stakeholders, as well as their own corporate values, companies are increasingly at the intersection of politics, business, and culture. Expectations are rising for companies to take positions on or respond to these issues. How should companies respond? How do companies reconcile differing viewpoints? How do companies respond to a senior executive’s divisive statement or action unrelated to the company’s business?  What are the Board’s fiduciary duties?

This discussions of this evolving governance challenge will focus on the respective roles of the Board, the CEO and senior management as they navigate the complex political and social environment. The panel will:

  • provide historical context
  • offer recommendations for appropriate Board oversight of company preparation and activities
  • suggest questions that directors and management should ask as they assess the pros/cons of taking positions
  • suggest ways to handle situations where the company’s position, or a director’s or executive’s personal views do not align with company values, statements, or disclosures 
  • suggest potential disclosure implications of company activities
  • examine Boards’ and Directors’ fiduciary duties under Delaware law
  • examine other legal obligations which might come into play.

As always, this Weinberg Center panel will provide participants with useful insights and practical takeaways, including approaches to policies and processes that Boards and management can employ when addressing these issues.

The participants are:

  • Leslie Seidman, an independent corporate director; member of the board and chair of the audit committees of General Electric Company and Moody’s Corporation; advisor to idaciti, Inc.; former Public Governor, Financial Industry Regulatory Authority (FINRA).
  • Michael Pittenger, Partner, Potter Anderson & Corroon LLP
  • Hillary Sale, Associate Dean for Strategy, Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance, Professor of Management, Georgetown University; former Public Governor, Financial Industry Regulatory Authority (FINRA)
  • Paul Washington, Executive Director, Environmental, Social and Governance Center, The Conference Board

Materials: