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)
  • Read the paper
• “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)
  • Read the paper

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:

• “Proxy Exempt Solicitation Campaigns”
• “Conflicting Fiduciary Duties and First Sales  of VC-backed Start-Ups”
• “The Perils and Questionable Promise of ESG-based Compensation”
• “Socially Responsible Divestment”
• “Proxy Voting and the Rise of ESG”
• “Female Equity Analysts and Corporate Environmental & Social Performance”
• “Fast and Furious” session

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

• View Recording – Program First Session
• View Recording – Program Second Session
• Agenda and Scenario
• Reference Materials List

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:

• “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