Past Events | Weinberg Center for Corporate Governance

Delaware Corporate Law Anniversary Symposium

Tuesday, September 26, 2017, 9:00 AM to Wednesday, September 27, 2017, 2:00 PM

@Hotel duPont, Wilmington, DE : Symposium Brochure

Details – September 26

9:10 AM – Keynote Address: Andre Bouchard, Chancellor of the Court of Chancery

9:30 AM – Panel: The Purpose of the Delaware Corporation (Chief Justice Leo E. Strine, Jr., Professor Elizabeth Pollman, Frederick Alexander, Professor Steven Bainbridge, Professor Lyman Johnson, Norman M. Monhait)

11:30 AM – Panel: The Court of Chancery: At the Human Level (Judge Abigail LeGrow, Vice Chancellor Sam Glasscock, Lexie McFassel, David Ferry)

12:30 PM – Lunch Address: Martin Lipton, interviewed by Chancellor Bouchard

2:00 PM – Panel: The DGCL and Litigation in the Court of Chancery (Professor Michael Wachter, Theodore Mirvis, Stuart Grant, Gregory Williams, William Lafferty, David McBride, Vice Chancellor Tamika Montgomery-Reeves)

3:45 PM – Panel: The Court of Chancery, the DGCL, and Federalism (Professor Charles Elson, Professor Jill Fisch, Edward P. Welch, former Justice Jack B. Jacobs, Vice Chancellor Joseph R. Slights, III)

6:30 PM – Dinner Remarks: Jeffrey Bullock, Secretary of State; Chancellor Andre Bouchard; Chief Justice Leo E. Strine, Jr.

Details – September 27

9:00 AM – Panel: Beyond the Corporation (Professor Ann E. Conaway, Professor Mohsen Manesh, Tom Rutledge, Matthew O’Toole, former Vice Chancellor John Noble, Vice Chancellor J. Travis Laster, Srinivas Raju)

10:45 AM – Panel: The Court of Chancery, the DGCL and the World (former Chief Justice Myron T. Steele, Carol Hansell, Bastiaan Assink, Judge Ruth Ronen, Chico Mussnich, Scott Simpson, Louis Chen)

12:30 PM – Lunch: A Look Back: The Oral History Project – Presentation of Video on Smith v. Van Gorkom, Comments by A. Gilchrist Sparks III, Michael Hanrahan, Joel Friedlander

Weinberg Center Hosts Discussion on the Role of the General Counsel in Influencing Corporate Culture

Past Events

Monday, September 11, 2017, 2:00 PM to 3:00 PM

@Video :

On September 11, 2017, the Weinberg Center hosted a discussion on the role of the general counsel and how she should be positively influencing corporate culture. The Center has been working with the Association of Corporate Counsel (ACC) to examine this issue in light of ACC’s recent research and white paper on this topic. ACC is a global bar association with more than 43,000 in-house counsel members worldwide. Participating in the discussion were the following;

Veta T. Richardson, President and CEO of the Association of Corporate Counsel
Bio

Gloria Santona, retired Executive Vice President, General Counsel and Corporate Secretary, McDonald’s Corporation; and an independent director of Aon Corporation
Bio

Ann Mulé, Associate Director, John L. Weinberg Center for Corporate Governance
Bio

ACC “Leveraging Legal Leadership: The General Counsel as a Corporate Culture Influencer.”

General Counsel: Corporate Culture Influencer, CorpGov.net, October 13, 2017

“On Leadership: An Interview with Kenneth C. Frazier, President & CEO of Merck & Co. Inc. (ACC 2017)

Press Release re ACC, Weinberg Center interview with Kenneth Frazier (November 16, 2017)

NACD Blue Ribbon Commission on “Culture as a Corporate Asset“

Blockchain Technology and the Delaware Blockchain Initiative

Past Events

Thursday, May 4, 2017, 2:00 PM to 3:00 PM @Video :

On May 4, 2017, the Weinberg Center hosted a discussion on blockchain technology, and the State of Delaware’s Blockchain Initiative. Participating in the discussion, which was moderated by the Center’s Associate Director, Ann Mulé, were the following three individuals who are leading the Delaware Blockchain Initiative:

Andrea Tinianow is the Director of Global Delaware in the Delaware Department of State. The Delaware Blockchain Initiative was conceived by Global Delaware and Andrea directs the Initiative.

Caitlin Long is the Chairman and President of Symbiont, the market-leading smart contracts platform for institutional uses of distributed ledger technology. Symbiont is partnering with Global Delaware in the Delaware Blockchain Initiative.
Marco Santori is a Partner at Cooley LLP, leads Cooley’s fintech practice, and is an authority in the law of blockchain technology. He is the Legal Ambassador for the Delaware Blockchain Initiative.

The Weinberg Center believes that all public company board members and those who advise boards should understand blockchain technology, Delaware’s Blockchain Initiative, and the potential impacts both will have. Therefore, we are sharing the video of the discussion, as well as other informative materials. Please feel free to pass this on to others who may be interested.

Delaware Share Ownership and the Blockchain(June 24, 2016) (Harvard Corporate Governance Blog)

Delaware Law Amendments and the Maintenance of Corporate Records via Blockchain (May 1, 2017) (Harvard Corporate Governance Blog)

Bios

Volkswagen Emission Scandal – Lessons for Investors, Boards, Chief Legal Officers, and Compliance and Governance Professionals

Past Events

Tuesday, April 25, 2017, 9:30 AM to 1:00 PM

@Gore Recital Hall, University of Delaware :

Using the current conflagration enveloping Volkswagen involving a massive emissions regulation evasion scheme as a backdrop, we invite you to a panel discussion on the importance of appropriate board composition, theory, structure, appropriate compensation incentives, and compliance programs in assuring an ethical corporate culture that promotes integrity and ultimate company success. The panel will discuss lessons, as well as practical steps, that investors, boards, chief legal officers, and compliance and governance professionals can take to avoid problems such as those faced by Volkswagen and other companies with recent compliance/ethical breakdowns.

Our panelists will address the following subjects: Why did such a problematic culture exist at Volkswagen that allowed such a pervasive and highly developed scheme to occur over such an extended period of time and through so many levels of the organization? What about the culture at other companies where recent compliance breakdowns occurred? What role did the board play? Was the board actively monitoring management? What role did Volkswagen’s unique governance structure play? Did the use of dual class stock exacerbate the problems? What impact did the executive compensation structure have on the compliance culture at these companies?

Panel Participants:

Robert E. Bostrom, Senior Vice President, General Counsel and Corporate Secretary, Abercrombie & Fitch Co.
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; co-author of “The Bug at Volkswagen: Lessons In Co-Determination, Ownership and Board Structure”
Nicholas Goossen, student, University of Delaware; co-author and co-presenter of the paper, “The Bug at Volkswagen: Lessons in Co-Determination, Ownership and Board Structure”
Meredith Miller, Chief Corporate Governance Officer, UAW Retiree Medical Benefits Trust
Gloria Santona, Executive Vice President, General Counsel and Secretary, McDonald’s Corp.
Professor Christian Strenger, Honorary Professor and Academic Director of the Center for Corporate Governance at HHL Leipzig Graduate School of Management
Anton R. Valukas, Chairman of the Firm, Jenner & Block
The Honorable James T. Vaughn, Jr., Justice, Delaware Supreme Court

Moderator; Charles Elson, Edgar S. Woolard Chair in Corporate Governance; Director, John L. Weinberg Center for Corporate Governance, and Professor of Finance

Save the Date

News Journal Pre-Event Article

UDaily Pre-Event Article

Invitation

UDaily Post-Event Article

Bloomberg BNA Corporate Law & Accounability Report, “Want to Avert Scandals? Keep Directors in the Loop: Valukas” (5/9/17)

BNA Inerview with Panelist,Anton Valukas (video)

Bloomberg BNA Corproate Law & Accountablity Report, “Who’s the Client? Not the CEO,Abercrombie’s Bostrom Says” (5/12/17)

BNA Interview with Panelist Bob Bostrom (video)

Bloomberg BNA Corporate Law & Accountabiity Report, “Del. Courts Must Rethink Approach if Dual-Class Stock Catches On” (5/26/17)

BNA Interview with Moderator Charles Elson (video)

Corporate on Bloomberg Law,”VW Scandal `Singular’ for German Industry, Strenger Says” (6/11/17)

BNA Inerview with Panelist Professor Christian Strenger (video)

Program Materials

Association of Corporate Counsel Host Program: Lessons Learned from the VW Scandal (sponsored by Bloomberg Law)

Center News, Past Events

On April 25, 2017, the Weinberg Center co-hosted with the Association of Corporate Counsel a panel discussion, “Volkswagen Emissions Scandal – Lessons for Investors, Boards, Chief Legal Officers, and Compliance and Governance Professionals” The program was sponsored by Bloomberg Law.

Using the current conflagration enveloping Volkswagen involving a massive emissions regulation evasion scheme as a backdrop, the panel discussed the importance of appropriate board composition, theory, structure, appropriate compensation incentives, and compliance programs in assuring an ethical corporate culture that promotes integrity and ultimate company success. The panel also discussed lessons, as well as practical steps, that investors, boards, chief legal officers, and compliance and governance professionals can take to avoid problems such as those faced by Volkswagen and other companies with recent compliance/ethical breakdowns.

After the program, Bloomberg interviewed some of the panelists. To view the interviews, please see the links below:

Anton Valukas, Chairman of the Firm, Jenner & Block
Bob Bostrom, Senior Vice President, General Counsel and Corporate Secretary, Abercrombie & Fitch Co.
Charles Elson, Edgar S. Woolard Chair in Corporate Governance; Director, John L. Weinberg Center for Corporate Governance, and Professor of Finance
Professor Christian Strenger, Academic Director, Center for corproate Governance, HHL Leipzig Graduate School of Management

For more information about the program and to see the program materials, go Here.

2017 Corporate Governance Symposium

Past Events

Tuesday, March 7, 2017, 9:15 AM to 5:15 PM

@Clayton Hall, University of Delaware :

The focus of the 2017 Corporate Governance Symposium will be “Governance Issues of Critical Importance to Boards and Investors in 2017.” The Symposium will begin with an address by our John L. Weinberg Distinguished Speaker – Ronald P. O’Hanley, President and CEO, State Street Global Advisors. Mr. O’Hanley will be followed by a panel of representatives from the corporate and investor community, and a former Chief Justice of the Delaware Supreme Court, during which each panelist will share what matters most to them in 2017. The panelists are:

Amy Bilbija, Managing Director, Strategic Governance Advisors
Glenn Booraem, Principal & Fund Treasurer, Vanguard
H. Rodgin Cohen, Senior Chairman, Sullivan & Cromwell LLP
Abe Friedman, Managing Partner, CamberView Partners
Joann S. Lublin, Management News Editor, The Wall Street Journal
Ronald P. O’Hanley, President and CEO, State Street Global Advisors
Brian L. Schorr, Partner and Chief Legal Officer, Trian Fund Management, L.P.
Linda E. Scott, Managing Director and Associate Corporate Secretary, JPMorgan Chase & Co.
Myron T. Steele, Partner, Potter Anderson & Corroon, LLP; and former Chief Justice, Delaware Supreme Court

Moderator: 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

The panel will be followed by Joann Lublin from The Wall Street Journal, who will be our luncheon speaker. She will be discussing her recently published book, Earning It: Hard-Won Lessons from Trailblazing Women at the Top of the Business World.

The presentation of academic papers on topics that are of critical importance to boards and investors will occur in the afternoon. The papers being presented are:

“Captured Boards”: The Rise of “Super Directors” and the Case for a Board Suite, by Kobi Kastiel, Harvard Law School (Q&A Participant) and Yaron Nili, University of Wisconsin Law School (Presenter)
Winner of the Best Paper Award
Click here for a copy of the paper

Discussant: Jeffrey Gordon, Richard Paul Richman Professor of Law, Columbia Law School
The Golden Leash and the Fiduciary Duty of Loyalty, by Greg Shill, Harvard Law School Program on Corporate Governance (Presenter)
Click here for a copy of the paper

Discussant: David M. Silk, Partner, Wachtell, Lipton, Rosen & Katz
Affiliated Corporate Donations and Director Independence, by Ye Cai, Santa Clara University; Jin Xu, Virginia Tech, Pamplin College of Business (Presenter); and Jun Yang, Indiana University.
Click here for a copy of the paper

Discussant: Todd Gormley, Washington University in St. Louis

DE CLE/CPE: Approval for DE CLE is pending. CPE credits will be provided by our event partner, Sallie Mae. There is no charge for the program, which includes a complimentary lunch, A book signing for Ms. Lublin’s book will take place during the lunch break after her talk, and copies of the book will be available for purchase.

To Register go to:https://wccg-cgsym2017.eventbrite.com

Invitation

Global Delaware Blog Pre-Event Article

UDaily Post-Event Article

CorpGov.net Post-Event Article

Transcript of address of Ron O’Hanley, President and CEO of State Street Global Advisors (SSGA)

SSGA’s Guidance on Enhancing Gender Diversity on Boards

SSGA March 7, 2017 Press Release on Gender Diversity

SSGA’s • Enhancing Gender Diversity on Boards

“State Street to Start Voting Against Companies That Don’t Have Women Directors,” Joann Lublin and Sarah Krouse, The Wall Street Journal, March 7, 2017 (subscription only)

Investor Stewardship Group (main website)

ISG’s Stewardship Principles