Tuesday, April 24, 2018, 9:30 AM to 1:00 PM @Gore Recital Hall, CFA :
Co-sponsored with Cadwalader, Wickersham & Taft LLP
While dual-class stock has existed at companies for some time, Snap’s issuance of non- voting stock has raised new concerns. The corporate governance and legal implications have been at the forefrontof the investor, regulator and governance conversation for the better part of the past year. Using Snap as a backdrop, we invite you to a roundtable discussion on issues and questions regarding the use of stock with limited or no voting rights, such as: the benefits and risks posed by such shares; the effect on good corporate governance; the effect on capital formation; and whether the courts’ application of the business judgement rule to director conduct in such organizations remains appropriate. These are issues that apply both to companies with non-voting shares and to dual-class stock companies. This roundtable, comprised of experts from all sides of the debate, will discuss these and other related issues.
The confirmed participants are:
Donna F. Anderson, Vice President and Head of Global Corporate Governance, T. Rowe Price
James Andrus, Investment Manager, CalPERS Investments, Execution Services & Strategy
David J. Berger, Partner, Litigation, Wilson, Sonsini, Goodrich & Rosati
Ken Bertsch, Executive Director, Council of Institutional Investors
Richard M. Brand, Partner and Co-Chairman of the Corporate Group, Cadwalader, Wickersham & Taft LLP
P. Clarkson Collins, Jr., Partner and Chair of the Litigation Practice Group, Morris James LLP
Craig K. Ferrere, Former Edgar S. Woolard Fellow in Corporate Governance, John L. Weinberg Center for Corporate Governance
George S. Georgiev, Assistant Professor of Law, Emory University School of Law
Henry T.C. Hu, Allan Shivers Chair in the Law of Banking and Finance, University of Texas Law School
The Honorable Gary F. Traynor, Justice, Delaware Supreme Court
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
Tuesday, March 6, 2018, 8:15 AM to 4:30 PM @Clayton Hall, University of Delaware :
Co-sponsored with the Department of Finance, Alfred Lerner College of Business & Economics
The Symposium will begin with the John L. Weinberg Distinguished Speaker:Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management L.P.The speaker portion of the program will be from 9:30 am to 10:15 am. The speaker will be followed by a panel who will focus on the most critical governance issues for boards and investors in 2018. The Symposium will provide attendees with cutting edge governance discussion and debate.
The Panel participants are:
Donna F. Anderson, Vice President and Head of Global Corporate Governance, T. Rowe Price
Lydia I. Beebe, Director, Kansas City Southern and Aemetis Inc.
Margaret (Peggy) Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.
Michael Garland, Assistant Comptroller – Corporate Governance and Responsible Investment, Office of New York City Comptroller
David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz
Patrick S. McGurn, Special Counsel and Head of Strategic Research and Analysis, Institutional Shareholder Services, Inc.
Eric Shostal, Vice President, Investment Stewardship, BlackRock
Myron T. Steele, Partner, Potter Anderson & Corroon, LLP; and former Chief Justice, Delaware Supreme Court
Carol J. Ward, Vice President and Corporate Secretary, Mondelēz International Inc.
Moderator: Charles M. Elson, Edgar S. Woolard, Jr., Chair of Corporate Governance, Director of the Weinberg Center and Professor of Finance
The Symposium will continue with a lunch and a luncheon speaker – a conversation with The Honorable Karen L. Valihura, Justice, Delaware Supreme Court, interviewed by Margaret (Peggy) Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.
This will be followed by the presentation of two academic papers on topics that are of critical importance to boards and institutional investors today. The academic papers being presented are:
Discussant:Laura Field, Chairperson, Department of Finance, Donald J. Puglisi Professor of Finance, Alfred Lerner College of Business an Economics, University of Delaware
On March 6, 2018, the 2018 Corporate Governance Symposium took place which focused on “Governance Issues of Critical Importance to Board and Investors in 2018.”
John L. Weinberg Distinguished Speaker – Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management L.P.
The John L. Weinberg Distinguished Speaker, Ed Garden, Chief Investment Officer and Founding Partner, Trian Fund Management L.P., was interviewed by Charles Elson, Director of the Weinberg Center. For more information, view the video.
Panel
A panel comprised of investors, directors, board advisors and a representative from ISS focused on the most critical governance issues in 2018. For more information, view the video regarding the panel.
Luncheon Conversation – The Honorable Karen L. Valihura, Justice, Delaware Supreme Court
The luncheon address was a conversation with The Honorable Karen L. Valihura, Justice, Delaware Supreme Court, interviewed by Peggy Foran, Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc. For more information, view the video.
The Weinberg Center recently hosted a discussion on the impact of Federal Reserve Board sanctions on the financial services industry and what boards at all financial services companies and all public companies need to know. Participating in the discussion were the following;
David Wright is Managing Director, Banking and Capital Markets at Deloitte & Touche LLP. In this role, he advises financial institutions on regulatory matters, with a particular focus on implementation of Dodd-Frank enhanced prudential standards as well as supervisory expectations for risk management. Prior to joining Deloitte, he served in numerous roles within the Federal Reserve in Washington D.C. and San Francisco over the span of 23 years. Prior to joining the Federal Reserve, he was Vice President at First Boston Inc.
Kim Hains is an independent Senior Advisor to Deloitte & Touche LLP. Kim most recently had a dual role at Bank of America, as both the global technology and operations, business controls executive and the enterprise non-financial regulatory reporting executive. In these roles, Kim was responsible for defining and deploying common risk management processes, tools, metrics, and learning curriculums, risk governance and reporting, and establishing enterprise-wide oversight of all non-financial regulatory reporting obligations. Kim helped redefine Bank of America’s Global Compliance function as a second line defense to ensure compliance across all lines of business.
Myron Steele is a Partner at Potter, Anderson & Corroon and is the former Chief Justice of the Delaware Supreme Court. Previously, he served as a Judge of the Superior Court and a Vice Chancellor of the Delaware Court of Chancery after eighteen years in private litigation practice. He has presided over major corporate litigation and LLC and limited partner governance disputes, and writes frequently on issues of corporate document interpretation and corporate governance.
Charles Elson, Director of the Weinberg Center, moderated the discussion. Professor Elson is also Edgar S. Woolard, Jr., Chair in Corporate Governance and Professor of Finance at the University of Delaware.
For more information about the impact of the Federal Reserve sanctions, including the complete bios of the discussion participants and additional materials, click to go to the Video Event page.
While the SEC’s recent focus on non-GAAP measures has garnered attention in the boardroom, it is only one example of increased attention from regulators and others, including shareholders, on the Board’s role in telling a company’s story through disclosure oversight and engagement.
This panel will explore:
Legal boundaries for directors: What is the fiduciary duty of the board in the oversight of disclosure?
Board best practices in the oversight of disclosure: How and when does the board become involved? What are the audit, compensation and governance committees’ roles? What is the role of the management disclosure committee? How does the audit committee interact with the management disclosure committee? What is the board’s oversight role in:
On-going regular company disclosures (e.g., 10-Ks, 10-Qs, 8-Ks, earnings releases)
When the board itself generates the information (e.g., board policies re diversity, director independence, board structure, CEO compensation, etc.)
Information where the board has a special level of responsibility (e.g., risk oversight, ESG, sustainability disclosures, MD&A trends)
When the disclosure itself is the substance (i.e., financial statements, non-GAAP)
The investor perspective: What do shareholders want to see from boards in their oversight of disclosure and in their own committee reports? Has the increase in investor and director engagement affected disclosure?
SEC Disclosure Effectiveness: What are the new administration’s priorities for the SEC’s Disclosure Effectiveness Initiative?
The participants include:
Eileen R. Cohen, Managing Director, US Equity, JPMorgan Asset Management
Robert Evans III, Chief of the Office of International Corporate Finance, Division of Corporation Finance, U.S. Securities and Exchange Commission
Margaret (Peggy) M. Foran, Chair of the Occidental Petroleum Compensation Committee; and Chief Governance Officer, SVP and Corporate Secretary, Prudential Financial, Inc.
Cynthia M. Fornelli, Executive Director, Center for Audit Quality
Douglas L. Maine, Limited Partner and Senior Advisor for Brown Brothers Harriman & Co.; Director, Audit Committee Chair, and member of the P&C Committee, Orbital-ATK Inc.; Director, Audit Committee Chair, and member of the N&G Committee, BroadSoft, Inc.; Director and member of the Audit and N&G Committees, Albemarle, Inc.
The Honorable John W. Noble, Partner, Morris James LLP; former Vice Chancellor, Delaware Court of Chancery
Sharon A. Virag, Vice President, Controller and Chief Accounting Officer, AETNA
John W. White, Partner, Corporate Department, and Chair of Corporate Governance & Board Advisory Practice, Cravath Swaine & Moore LLP
Moderator:Charles M. Elson, Director of the Weinberg Center, Edgar S. Woolard Chair in Corporate Governance, and Professor of Finance, University of Delaware
On October 24, 2017, the Weinberg Center co-hosted with the Center for Audit Quality a roundtable discussion, “Telling Your Company’s Story: The Board’s Role in Disclosure.”
While the SEC’s recent focus on non-GAAP measures has garnered attention in the boardroom, it is only one example of increased attention from regulators and others, including shareholders, on the Board’s role in telling a company’s story through disclosure oversight and engagement. The roundtable explored: legal boundaries for directors; board best practices in the oversight of disclosure; the investor perspective; SEC Disclosure Effectiveness. The participants included:
Eileen R. Cohen, Managing Director, US Equity, JPMorgan Asset Management
Robert Evans III, Chief of the Office of International Corporate Finance, Division of Corporation Finance, U.S. Securities and Exchange Commission
Margaret (Peggy) M. Foran, Chair of the Occidental Petroleum Compensation Committee; and Chief Governance Officer, SVP and Corporate Secretary, Prudential Financial, Inc.
Cynthia M. Fornelli, Executive Director, Center for Audit Quality
Douglas L. Maine, Limited Partner and Senior Advisor for Brown Brothers Harriman & Co.; Director, Audit Committee Chair, and member of the P&C Committee, Orbital-ATK Inc.; Director, Audit Committee Chair, and member of the N&G Committee, BroadSoft, Inc.; Director and member of the Audit and N&G Committees, Albemarle, Inc.
The Honorable John W. Noble, Partner, Morris James LLP; former Vice Chancellor, Delaware Court of Chancery
Sharon A. Virag, Vice President, Controller and Chief Accounting Officer, AETNA
John W. White, Partner, Corporate Department, and Chair of Corporate Governance & Board Advisory Practice, Cravath Swaine & Moore LLP
Moderator:Charles M. Elson, Director of the Weinberg Center, Edgar S. Woolard Chair in Corporate Governance, and Professor of Finance, University of Delaware
For more information about the program and to see the program materials, go Here.
