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
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.
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:
- “How Companies Can Navigate Difficult Social Issues,” The Conference Board, 2022
- “The Role of the CEO in Driving ESG,” The Conference Board, in partnership with KPMG, Morrow Sodali, and Weil, Gotshal & Manges
- “US Corporate Response to Recent Supreme Court Decisions,” The Conference Board, 2022
- “How Companies Can Make an Enduring Difference in American Cities,” The Conference Board
- “Shareholder Voting Trends (2018-2022) – Brief 1: Environmental and Climate-Related Proposals,” The Conference Board and ESGAUGE, in collaboration with Russell Reynolds Associates and Rutgers University’s Center for Corporate Law and Governance
- “Shareholder Voting Trends (2018-2022) – Brief 2: Human Capital Management and Social Policy Proposals,” The Conference Board and ESGAUGE, in collaboration with Russell Reynolds Associates and Rutgers University’s Center for Corporate Law and Governance
- “Shareholder Voting Trends (2018-2022) – Brief 3: Governance Proposals, Say-on-Pay Votes, and Director Elections,” The Conference Board and ESGAUGE, in collaboration with Russell Reynolds Associates and Rutgers University’s Center for Corporate Law and Governance
- “Strategy in a Hyperpolitical World,” Roger L. Martin and Martin Reeves, Harvard Business Review, November-December 2022
- “How Boards Can Guide Company Strategy on Social Issues,” Andrea Hagelgans and Lex Suvanto, Harvard Business Review, December 15, 2022
- “ESG and Director Fiduciary Duties,” Michael Pittenger and Evan Hockenberger, Potter, Anderson & Carroon LLP, January 2023
Past Events
Monday, November 28, 2022
1:00pm – 2:00pm EST
Virtual
View On-demand video
Following the Supreme Court’s decision in Citizens United v. Federal Election Commission, the Center for Political Activity, among others, and the CPA-Zicklin Index pushed for greater transparency and more disclosure regarding corporate political spending. Over the years and with enhanced shareholder engagement, mandatory and voluntary corporate political disclosures have increased and improved. With the recent social and political unrest, companies are pressed to take positions on political and/or social issues. Investors are scrutinizing companies’ activities and statements about environmental, social and governance (“ESG”) issues, including political contributions and positions, and examining whether companies’ disclosures and support for political and/or social issues are consistent with the company’s values and the company’s public positions/priorities. These investor concerns are reflected in shareholder proposals submitted during the 2022 proxy season.
Join us for an in-depth discussion of learnings from the 2022 proxy season and evolving investor and proxy advisor expectations regarding the transparency and congruency of companies’ political and social activities/issues. As always, this Weinberg Center panel will provide participants with useful insights and practical takeaways when addressing these issues.
The participants are:
• Donna Anderson, Head of Corporate Governance, T. Rowe Price, Moderator
• Bruce Freed, President and Co-Founder, Center for Political Accountability
• Jake Walko, Director of ESG Investing & Global Investment Stewardship, Thornburg Investment Management
Materials:
Center for Political Accountability Website
The CPA-Zicklin Model Code of Conduct for Corporate Political Spending
Practical Stake, CPA’s report on corporations, political spending and democracy
Hollow Policies, CPA’s report on conflicted company political spending and climate change
Corporate Enablers, CPA’s report on company political spending enabling voter suppression legislation
Conflicted Consequences, CPA’s report tracing company political spending through third party group to the consequences. It covers a range of issues and highlights the risks of conflicted political spending
Past Events
View Webinar Recording
This program was a discussion focusing on a recent enabling amendment to the Delaware General Corporation Law that applies to all public and private Delaware-incorporated companies regarding the extent to which covered corporate officers may or should be exculpated from personal liability, as well as cover other recent Delaware statutory amendments.
For over 45 years, Delaware law has permitted directors of Delaware corporations to be exculpated from personal monetary liability to the extent such protections are set forth in the certificate of incorporation, subject to certain exceptions. However, such protective statutory provisions did not extend to officers. In August 2022, the Delaware legislature and the Governor of Delaware, on the recommendation of the highly respected Delaware Corporation Law Council, enacted amendments to the Delaware General Corporation law that would expand the right of a corporation to adopt an “exculpation” provision in its certificate of incorporation to cover not only directors (as has been allowed and widely adopted since 1986, following Smith v. Van Gorkom) but now also to corporate officers, subject to certain limits. The amendment to Delaware law is not self-effecting but would allow companies to take action to adopt exculpation provisions that protect covered officers from personal liability for fiduciary duty claims, other than breaches of the duty of loyalty, intentional misconduct or knowing violations of law – with an additional exception that claims against officers will not be barred “in any action by or in the right of the corporation.” Companies and boards themselves will retain the right to bring appropriate actions against officers, and this additional exception will permit stockholder derivative claims against officers for breach of the duty of care to continue to be brought if demand requirements are met.
Leading Delaware corporate law experts advocated for this enabling amendment in an article published last year entitled “Optimizing the World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead.” Questions that will be explored in the discussion include:
- what legal developments have occurred in recent years to prompt this legislative change,
- what companies and boards should consider doing now,
- whether or not publicly traded companies and their boards should take action to reduce the discrepancies between director and officer exculpation from liability by proposing amendments to the charter as permitted under the new law, and what information they should consider in making their decision,
- how this development may impact the upcoming proxy season,
- what kind of engagement with or disclosure to stockholders may be appropriate or helpful if proposing Charter amendments,
- what may be the implications for possibly reduced D&O insurance costs,
- what kinds of remedies will continue to be available to boards and stockholders for problematic officer conduct and
- whether or not the proposed limits to officer exculpation effectively advance and balance the best interests of corporations and their stakeholders (including stockholders).
In addition to the foregoing, there will also be a discussion of other recent Delaware statutory amendments of interest to attendees.
The participants were:
- Sabastian V. Niles Partner, Wachtell, Lipton, Rosen & Katz, Moderator
- Lawrence A. Hamermesh, Executive Director, Institute for Law & Economics, University of Pennsylvania Law School; Professor Emeritus, Widener University Delaware Law School
- Theodore N. Mirvis, Partner, Wachtell, Lipton, Rosen & Katz
- Patricia O. Vella, Partner, Morris, Nichols, Arsht & Tunnell LLP
- Justin P. Klein, Director, John L. Weinberg Center for Corporate Governance, Welcome
Materials:
DGCL Section 8 text (that includes Section 102)
“Optimizing the World’s Leading Corporate Law: A 20-Year Retrospective and Look Ahead”
“Amendments to Delaware General Corporation Law in 2022”
“Delaware Approves Permitting Exculpation of Officers from Personal Liability in Corporate Charters,” Wachtell, Lipton, Rosen & Katz, August 3, 2022
Past Events
Co-hosted by the Weinberg Center for Corporate Governance and Ballard Spahr LLP.
When a public company suffers a major financial or operational incident, such as a financial restatement, allegations of corporate wrongdoing, mass tort, FDA rejection, product recall or another existential event, it can present significant financial and reputational risks on multiple fronts, such as shareholder suits, class actions, conflicts with auditors, and governmental investigations brought by the Department of Justice, the SEC and other federal and state agencies.
Such events present unique and complex challenges. In many instances the company’s independent directors will have a critical role in addressing such events. In some cases, the independent directors will have complete oversight of the company’s response to an existential event. This program will address:
- the responsibilities of independent directors in such a situation;
- best practices for properly discharging the fiduciary duty owed to the company; and
- the role of independent directors in conjunction with audit committees and special litigation committees.
Click HERE for information on Ballard Spahr. Click HERE for information on the Weinberg Center.
Tuesday, October 25, 2022
8:30 AM – 12:45 PM ET [Registration, continental breakfast, program and lunch]
CLE Credits: This program is approved for 2.0 Ethics CLE credits in CA, DE, NY, & PA; and 2.4 NJ Ethics CLE credits. Uniform Certificates of Attendance will also be provided for the purpose of seeking CLE credit in other jurisdictions.
For the health and safety of our employees, clients, and friends, Ballard Spahr requires that attendees at our events and programs be fully vaccinated for COVID-19 and we will require proof of your COVID-19 vaccination to attend any Ballard Spahr event or program.
Panelists:
Justin P. Klein
Director, John L. Weinberg Center for Corporate Governance,
University of Delaware
David L. Axelrod
Partner, Ballard Spahr LLP
John C. Grugan
Partner, Ballard Spahr LLP
Timothy D. Katsiff
Partner, Ballard Spahr LLP
David J. Margules
Partner, Ballard Spahr LLP
Kahlil C. Williams
Partner, Ballard Spahr LLP Stacie L. Roberts
Vice President, Corporate Governance, Chesapeake Utilities Corporation
M. Norman Goldberger
Partner, Ballard Spahr LLP
April Hamlin
Partner, Ballard Spahr LLP
Laura E. Krabill
Partner, Ballard Spahr LLP
Jessica Case Watt
Partner, Ballard Spahr LLP
Co-hosted by the John L. Weinberg Center for Corporate Governance and Ballard Spahr LLP, this presentation provided a comprehensive guide to the decisive role independent directors play in these crisis situations.
Materials
Crisis At the Company Agenda
Crisis At the Company Presentation Slides
Crisis At the Company Handout
Crisis At the Company Cases and Articles
Crisis At the Company Panelist Profiles
