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.
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
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
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.
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”
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
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:
