Attend Corporate Governance Committee Events at the Fall Meeting


Attend Corporate Governance Committee Events at the Fall Meeting

By Graham Hunt

10/30/13, 9:36 AM CT | Author: Sheri Ellis

Join the Corporate Governance Committee at the Fall Meeting this November 21-23, in Washington, D.C. The Committee schedule features 15 events, including substantive sessions, CLE programming, administrative meetings, and social events — all outlined below.


2013 FALL MEETING Corporate Governance Committee Schedule
Ritz-Carlton, 1150 22nd St NW, Washington, DC 20037

Thursday, November 21

6:00 - 10:00 p.m.
Corporate Governance Committee Dinner (ticketed event)
Topic:  “Professionalizing Corporate Governance Practices,” a discussion led by Carol Hansell and Charles Elson. John Stout will be adding his two cents as well.
Location: Ritz-Carlton

Friday, November 22

7:30 - 9:00 a.m.
Business Press Roundtable
Topic: Discussion of current governance issues and developments with the national media, including a discussion of private sector / public sector governance as we will be fresh from our latest brinksmanship over funding the federal government.
Media guests:

  • Alexandra LaJoux, NACD
  • Matthew Scott, Corporate Secretary Magazine
  • Broc Romanek, Corporate Governance Advisor
  • John D. Sullivan, CIPE (Center for International Private Enterprise)
  • Others TBD

Chair:  John H. Stout, Fredrikson & Byron, P.A.

9:00 - 10:00 a.m.
Task Force:  Governance of Social Benefit Entities
Topic: Now that at least 19 states have passed social benefit-like statutes and the ABA has issued a white paper related benefit corporation model legislation, the governance decisions for social entrepreneurs and investors has become clearer. Or has it?  What’s the impact of the differing state standards of conduct and how, as practitioners, do we advise clients on formation and operation decisions?
Kimberly A. Lowe, Fredrikson & Byron, P.A.
Allen Sparkman, Sparkman Foote Minor LLP

10:00 - 11:00 a.m.
Shareholder and Investor Relations Subcommittee
Topic: Frank Placenti, Chair of the Shareholder & Investor Relations Subcommittee will moderate a discussion with Pat McGurn, ISS Special Counsel, who will preview the 2014 proxy season and provide an update on revised ISS proxy voting guidelines.
Chair: Frank M. Placenti, Squire Sanders (US) LLP

2:00 - 3:00 p.m.  
Joint Meeting:
Governance of Private and Family-Controlled Companies
Governance of Non-Corporate Entities Subcommittees
Governance of Private and Family-Controlled Companies
Jeffrey Shapiro, Lowenstein Sandler LLP
Governance of Non-Corporate Entities
Catherine Dearlove, Richards, Layton and Finger P.A.

2:00 - 3:30 p.m.
Joint Task Force:  Governance Issues in Business Combinations
Topic:  This meeting will provide a forum for a discussion of progress, questions of substance and drafting procedure regarding preparation of the proposed Handbook on Governance Issues in Business Combinations.
Corporate Governance Committee Co-Chairs
Michael J. Halloran, Pillsbury Winthrop Shaw Pittman LLP
Lawrence Hamermesh, Widener University School of Law
M&A Committee Co-Chairs  
Diane Frankle, Kaye Scholer LLP
Patricia Vella, Morris, Nichols, Arsht & Tunnell LLP

3:00 - 4:00 p.m.
Publications Subcommittee
Topic:  We will discuss preparation for a future CLE on Dodd Frank Governance Rulemaking. We'll also discuss action items for launch of a Governance newsletter for ABA membership.
Chair: Bruce Dravis, Downey Brand LLP

4:00 - 5:00 p.m.
Governance Research and Education Subcommittee
Topic: “Partnering With Corporate Governance Organizations and Academics.”
The subcommittee will continue developing a strategy to partner with corporate governance organizations and faculty at academic institutions who study corporate governance. Our goal is to develop a respected platform for interested organizations and academics to publish research and other information involving corporate governance.  
Jayne E. Juvan, Roetzel & Andress, LPA
Donald M. Scotten, USC Gould School of Law
Vice Chair: Douglas Y. Park, Sustainability Accounting Standards Board

5:00 - 6:00 p.m.
Corporate Counsel Perspectives Subcommittee
Topic: “Legal Training for In-House Counsel.” We will have a discussion focusing on issues related to the training of in-house counsel, including corporate training programs, mentoring, CLE and ethics.  We also will discuss issues related to promotion, titles, compensation and retention.
Robert Bostrom, Greenberg Traurig LLP
Ellen Grady, Safeguard

6:30 - 7:30 p.m.
Section Welcome Reception

Saturday, November 23

7:30 - 8:30 a.m.
Joint Meeting:
Task Force: Dealing with Director Misconduct
Inside the Boardroom Subcommittee
Topic:  We’ll discuss progress on the task force’s exploration of director misconduct (including a Holly Gregory article on the subject) and options available to boards (ranging from conversations of concern to removal) to deal with such issues. This discussion is in furtherance of a white paper which Liz Dunshee, Jayne Juvan and Douglas Park are preparing on this subject for subcommittee distribution.
Task Force: Dealing with Director Misconduct
 Christian Wright, Young Conaway Stargatt & Taylor, LLP
Interim Chair:  John H. Stout, Fredrikson & Byron P.A.
Inside the Boardroom Subcommittee
Jeffrey Sherman, Becton Dickinson and Company
Holly Gregory, Weil, Gotshal & Manges LLP

8:30 - 9:30 a.m.
International Developments Subcommittee
Topic:  “The roles of independent non-executive directors.” We’ll discuss what their responsibilities, qualifications and compliance issues are in various international jurisdictions.
Rick Silberstein, Gómez-Acebo & Pombo
David Rubin
Vice Chair: Peter Dehnen, DEHNEN.Lawyers

9:30 - 10:30 a.m.
Expert Witness Practice Subcommittee
Topic:  Continue the discussion of expert witness experience and the development of an agenda for future subcommittee meetings.
Chair: John H. Stout, Fredrikson & Byron, P.A.   

10:00 - 11:00 a.m.
Joint Task Force:  Governance Issues for Distressed Companies
Topic: This will be a working meeting concerning joint task force projects:
(1) The multijurisdictional survey concerning governance issues for insolvent entities; (2) Potential CLE program on how conflicts of interest between different levels of a troubled company’s capital structure can create conflicts of interest for a board based on facts from the Trados case and the Dynegy bankruptcy.
Corporate Governance Committee
Rolin P. Bissell, Young Conaway Stargatt & Taylor LLP
Vice Chair: K. Tyler O'Connell, Landis Rath & Cobb LLP
Business Bankruptcy Committee
J. William Boone, James Bates Brannan Groover LLP
Vice Chair: Natalie Daghbandan , Bryan Cave LLP

11:00 a.m. - 12:30 p.m. – CLE Program
Task Force: Sustainability Initiatives and Related Governance Matters (formerly Board
Engagement in Sustainability and Social Responsibility Matters)
Topic:  “Governance Meets Sustainability”
Boards of Directors are being called upon to address sustainability. Are they and their advisors up to the task? In this CLE, speakers will provide an overview of today's sustainability landscape and its convergence with corporate governance. We’ll discuss the key corporate sustainability drivers and the role the Board of Directors have in governance and oversight of sustainability.
Co-chairs / Moderators:
Nancy S. Cleveland, Resonate LLC
Katayun I. Jaffari, Ballard Spahr LLP

  • John Whalen, Principal, Blu Skye
  • Brad A. Molotsky, Executive Vice President and General Counsel, Brandywine Realty Trust
  • Leah Seligmann, Director of Sustainability, NRG Energy, Inc.

Co-sponsor:  Federal Regulation of Securities

12:30 - 2:00 p.m.
CGC Leadership Strategy and Planning Meeting
Chair:  John H. Stout, Fredrikson & Byron P.A.