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


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

  1. “The Bug at Volkswagen:  Lessons in Co-Determination, Ownership, and Board Structure,” Journal of Applied Corporate Finance, Vol. 27, No. 4, Fall 2015
  2. “Errors, Omissions an Emissions at Volkswagen,” Ethisphere, February 2016
  3. “The Government’s giant shadow in the boardroom,” Directors & Boards, Second Quarter 2016 
  4. Problems at Volkswagen Start in the Boardroom,” James B Stewart, The New York Times, September 24, 2015
  5. “Diesel-gate: How Disclosure Standards Led to the Arrest of an Executive at Volkswagen.”By ACC, ACC Docket, January 10, 2017 
  6. Independent Directors of the Board of Wells Fargo & Company Sales Practices Investigation Report, April 10, 2017
  7.  “Wells Fargo Scandal May Be Sign of a Poisonous Culture,” William Cohan, The New York Times, September 16, 2016 
  8. Wells Fargo to Claw Back $75 Million From 2 Former Executives,” Stacy Crowley and Jennifer A. Kingson, April 10, 2017 
  9. “Wells Fargo Board Faces High-Stakes Vote,” Emily Glazer and Joann Lublin, The Wall Street Journal, April 16, 2017 (subscription required)
  10.  “3 Takata Executives Face Criminal Charges Over Exploding Airbags,” Hiroko Tabuchi and Neal Boudette, The New York Times, January 13, 2017 
  11. “Tone at the Top, Culture of Compliance, and  the Yates Memo,” C. Ernest Edgar IV and Thaddeus R. McBride, ACC DOCKET  January/February 2016
  12. “Lessons Learned from the major Corporate Crises from Enron through Volkswagen:  What is a General Counsel to Do?”  slides from Robert Bostrom
  13. Risk Management Tips: Critical Issues for Boards to Consider” Anton Valukas handout
    Additional slides: TR Webinar “Lessons Learned: Risk management, Ethics and Governance” August 1, 2013, Robert Bostrom