Join the Corporate Governance Committee at the Spring Meeting


Join the Corporate Governance Committee at the Spring Meeting

By Graham Hunt

4/2/14, 10:00 AM CT | Author: Sheri Ellis

The Corporate Governance Committee will participate in the following events at the 2014 ABA Business Law Section Spring Meeting.


Thursday, April 10

8:30 - 10:00 a.m.
Shareholder and Investor Relations Subcommittee
“Effective Shareholder Engagement – Tactics, Techniques and Technology.”
Institutional investors control the vast majority of shares for most U.S. public companies.  Effective engagement with these investors is essential to securing their support for corporate programs, management compensation, and to avert the effects of ill-advised activism.  A panel of experts will discuss methods for effectively engaging with institutional shareholders – both those who have their own proxy voting policies as well as those that rely on proxy advisors.

10:00 - 11:00 a.m.
Inside the Boardroom Subcommittee
Topics:  1) role of the board in monitoring and improving the corporation’s ethical tone;  2) role of the board in corporate leadership as distinct from its monitoring role (a topic stimulated by a new book “Boards That Lead: When To Take Charge, When To Partner, and When To Stay Out Of The Way” by Ram Charan, Dennis Carey and Michael Useem. This book posits that the old model of a primarily monitoring role is being replaced with more active boards) – where is the line between leading and monitoring and are there any perils to be aware of?  3) other business.
12:00 - 1:30 p.m.
CGC Leadership Strategy and Planning Meeting
Continuing discussion of possible directions for the Committee including new initiatives (e.g., educating state and federal legislators re: corporate governance, providing comments on proposed legislations and regulations, stepping up the CGC “thought leadership,” etc.), progress on current initiatives, organizational matters and succession.

2:00 - 3:00 p.m.
Joint subcommittee meeting: Governance of Non-Corporate Entities and Governance of Private and Family-Controlled Companies
Topics:  1) recent developments involving the governance of private and family-controlled companies and other non-corporate entities;  2) possible combination of the Governance of Private and Family-Controlled Companies and Governance of Non-Corporate Entities subcommittees–we welcome your thoughts and ideas; 3) plans for a CLE on succession planning of private and family-controlled businesses.

2:00 - 3:00 p.m.
Governance Research and Education Subcommittee
"When Worlds Collide: Analyzing the Intersection of Academia, Legal Practice and Corporate Governance."  This session will discuss the opportunity academics have to equip future practitioners with the ability to provide effective risk oversight advice at an earlier stage in their practice through refining the corporate governance curriculum. The discussion will provide the foundation for a CLE at the Business Law Section’s new Annual Meeting in Chicago.  

3:30 - 4:30 p.m.
Corporate Counsel Perspectives Subcommittee
“Hot Corporate Governance Issues Facing General Counsel for 2014.”
We will discuss key corporate governance challenges uniquely facing general counsel in 2014 including: shareholder activism; cyber-security risk disclosure; executive compensation under Dodd-Frank; potential SEC regulation of proxy advisory firms; exclusive forum by-laws; compliance training and processes.

4:30 - 5:30 p.m.
Discuss plans, progress and next steps on the CGC newsletter and proposed survey.

Friday, April 11

8:00 - 10:00 a.m.
CLE Program
Trouble in Portfolio Paradise: Governance and Board Liability Issues of Financially Distressed Portfolio Companies
We'll present a hypothetical based on a troubled portfolio company dealing with vexing capital structure issues, and explore:

  • To what extent must the portfolio company board monitor the solvency of the troubled company to determine whether conflicts’ of interest between the various members of the capital structure exist?
  • Methods for remediating conflicts or potential conflicts.
  • How far must the board go to try and capture value for the most junior equity when doing so might risk diminishment of the recovery of more senior capital tiers.
  • Equity’s and debt’s ability to challenge board decision making.

9:30 - 10:30 a.m.
Current Events and Emerging Issues Subcommittee
“The Constituent Director:  Governance Issues Raised by Stockholder Designees in the Boardroom.”
This program will discuss governance issues raised by directors who represent large stockholders.  Activist hedge funds and recent case law, such as the Kalisman decision in Delaware, make this an important topic.  Issues to be discussed include the duty of confidentiality, access to corporate information, and managing conflicts of interest.

1:00 - 2:30 p.m.
Joint Task Force:  Governance Issues in Business Combinations
“Task Force on the Handbook on 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.

2:30 - 4:30 p.m.
CLE Program
Governance Regulations under Dodd-Frank
Three years after Dodd-Frank was enacted, proxy access, say on pay, compensation committee independence and pay equity regulations are finally being defined. Panelists review regulatory environment and what did, and did not, change in governance.

4:30 - 5:30 p.m.
Task Force: Dealing with Director Misconduct
We’ll continue the discussion on the task force’s exploration of director misconduct and options available to boards to deal with such issues, including discussion on the current draft of the white paper which Liz Dunshee, Jayne Juvan, and Douglas Park are preparing on this subject.

4:30 - 5:30 p.m.  
Governance of Social Benefit Entities Subcommittee
We’ll examine the different statutory language in the B Labs Model Legislation, ABA overlay to the Model Business Corporation Act, the Delaware benefit corporation legislation and several other states to consider the different standards of conduct that have been promulgated for these new hybrid entities.

Saturday, April 12

8:00 - 9:00 a.m.
Private Sector / Public Sector Governance Subcommittee
A discussion of parallels between the duties of corporate directors and the duties of elected representatives, focusing on loyalty, good faith and care.

9:00 - 10:00 a.m.
Corporate Governance Roundtable: “The Dangers of a Management Knowledge – Captured Board”
Charles Elson (CGC Vice Chair) and Ann C. Mulé, from the John L. Weinberg Center for Corporate Governance at the University of Delaware, will focus on the importance of independent director industry expertise being represented on a public company board and the dangers of a “management knowledge-captured board.”  This is a topic that needs more focus and attention from boards and governance committees as it is increasingly being focused on by activist shareholders.
10:00 - 11:00 a.m.
International Developments Subcommittee

11:00 a.m. - 12:00 p.m.
Sustainability Initiatives and Related Governance Matters Subcommittee
This meeting will include planning for transitioning the group from a task force to a subcommittee.  Discussion will include an update on activities since our Fall Meeting CLE, including our “In The Know” CLE on February 25, and plans going forward, with attention to collaboration with other groups within the ABA that are focused on sustainability.

1:00 - 2:00 p.m.
Expert Witness Practice Subcommittee
Discussion of attendees’ experiences as expert witnesses with consideration of preparation of a white paper offering “tips for success” as an expert witness.

2:00 - 3:00 p.m.
Governance of Nonprofit Organizations Subcommittee–Joint Meeting
In light of a myriad of sexual abuse scandals impacting nonprofit organizations, the subcommittee will discuss and explore the governance implications for boards of directors of nonprofit organizations preventing, currently dealing with, or moving forward from a sexual abuse event.