November 19 – 20, 2014
Second Annual Delaware Law Issues Update Conference
The Society of Corporate Secretaries & Governance Professionals and the John L. Weinberg Center for Corporate Governance at the University of Delaware, in partnership with the State of Delaware held the second annual Delaware Law Issues Update Conference. The program focused on Delaware corporate law and governance issues essential to corporate secretaries, in-house counsel, outside counsel and governance professionals who advise boards. It covered recent developments and emerging issues in Delaware law, and presenters gave best practice advice on how to avoid litigation or bad outcomes as well as focus on proactive steps that should be taken by those who regularly advise boards of directors. The conference featured members of the Delaware Supreme Court and the Court of Chancery, as well as plaintiffs’ and defense counsel, corporate secretaries and investors. It was held at the University of Delaware in Newark, Delaware, all day on Wednesday, November 19, 2014 and a half day on Thursday, November 20.
Charles Elson, Director of the Weinberg Center and Edgar S. Woolard, Jr., Chair in Corporate Governance, stated that “the Society and the Center are particularly pleased that the conference will be again be co-chaired by: Anne Foster, Richards, Layton & Finger; Bill Lafferty, Morris, Nichols, Arsht & Tunnell LLP; Rolin Bissell, Young Conaway Stargatt & Taylor, LLP; David A. Katz, Wachtell, Lipton, Rosen & Katz LLP; Kevin Shannon, Potter Anderson & Corroon LLP; and Jennifer Voss, Skadden, Arps, Slate, Meagher & Flom LLP. Their guidance and focus on the most important Delaware law and associated governance issues will be crucial in selecting timely and relevant topics for the conference.”
The conference consisted of six panels on the following subject areas:
- SHAREHOLDER ACTIVISM
- FIDUCIARY DUTIES
- BOOKS & RECORDS DEMANDS
- M&A AND ADVISING THE BOARD.
- FEDERAL AND STATE JUDICIAL DEVELOPMENTS
- PRACTICAL TIPS
For a copy of the Agenda, please click HERE.
Stephen Brown, CEO and President of the Society, stated, “This program provides a unique and highly educational opportunity for Society members and other attendees to learn not only the latest and most important developments in Delaware corporate law, but also the related and emerging governance issues. The conference also provides an opportunity to interact with prominent members of the Delaware bar and the Delaware judiciary. This conference should not be missed.”
Delaware Law Issues Update 2014 Brochure
Lerner College Undergraduate and Graduate Student Scholarship Opportunity
Post-Event UDaily Article
Thursday, October 30, 2014
The John L. Weinberg Distinguished Speaker Series
The Center hosted F. William McNabb III, Chairman and Chief Executive Officer of Vanguard, one of the world's largest investment companies, as the John L. Weinberg Distinguished Series speaker for the Fall of 2014.
Large institutional investors have been increasingly focused on board composition in order to ensure a highly effective board. This panel focused on various board composition matters, such as having the appropriate skill sets represented on the board, including the importance of independent director industry expertise, as well as numerous board refreshment techniques, including evaluations, tenure, and term limits. The following individuals participated on the panel:
- Julie H. Daum, Director of Spencer Stuart, and Co-Leader of the North American Board and CEO Practice, Spencer Stuart
- Michael Garland, Assistant Comptroller for Environmental, Social and Governance, New York City Office of the Comptroller
- The Honorable Randy J. Holland, Justice, Delaware Supreme Court
- Rakhi Kumar, Head of Corporate Governance, State Street Global Advisors
- Rochelle B. “Shelly” Lazarus, Chairman Emeritus and former Chief Executive Officer, Ogilvy & Mather Worldwide; Independent Director of General Electric and Chair, Governance and Public Affairs Committee; Director of Blackstone Group, L.P.; Director of Merck & Co., Inc.
- Simon M. Lorne, Vice Chairman & Chief Legal Officer, Millennium Management LLC
- William E. McCracken, President, Executive Consulting Group LLC ; and former Chief Executive Officer, CA Technologies
- F. William McNabb III, Chairman and Chief Executive Officer, Vanguard
- Ann C. Mulé, Associate Director of the John L. Weinberg Center for Corporate Governance
- Thomas E. Sandell, Founder and Manager, Sandell Asset Management
Moderator: Charles M. Elson, Director of the John L. Weinberg Center for Corporate Governance, and the Edgar S. Woolard, Jr., Chair in Corporate Governance and Professor of Finance
For a copy of the invitation, click HERE
For a copy of the DSS information, click HERE
To register, click HERE
Copy of UDaily Pre-Event article, click HERE
Copy of UDaily Post-Event article, click HERE
Copy of November 4, 2014 Philly.com/Philadelphia Inquirer article, click HERE
Copy of November 9, 2014 Phily.com/Philadelphia Inquirer article, click HERE
Copy of the News Journal article, click HERE
Copy of Davis Polk Briefing: Governance, click HERE
Wednesday, October 8, 2014
Address By James R. Doty, Chairman, Public Company Accounting Oversight Board (PCAOB)
(Event Co-sponsored by the Department of Accounting & MIS, Lerner College of Business & Economics, University of Delaware)
Chairman Doty presented an address on current issues in auditing and audit regulations, followed by a Question and Answer session . Prior to the event, Chairman Doty participated in a breakfast with 10 selected Accounting students.
Wednesday, May 14, 2014
"Major Issues in Executive Compensation"
Charles Elson and Craig Ferrere from the Weinberg Center, joined by Robert B. Jones, CEO of Innovative Compensation and Benefits Concepts, in an interactive discussion focusing on 3 topics: (1) The New Dodd-Frank SEC Pay Ratio Rule - Value or Folly?; (2) Evaluating executive pay practices in 2014; and (3) Best Practices for Say on Pay going forward. The event was hosted by the NACD (National Association of Corporate Directors) - Philadelphia Chapter.
Tuesday, May 13, 2014
Professor Elson's Advanced Seminar in Corporate Governance
Richard Auhll, former Chairman and CEO of Circon, was a guest lecturer at Professor Elson’s Advanced Seminar in Corporate Governance speaking on “Circon: Pills, Takeovers and Dissidents.” Professor Elson served on the Board of Circon with Mr. Auhll. The events during that period were the subject of a widely used Harvard Business Review case study. There was a reception following the class which gave the students an opportunity to talk further with Mr. Auhll.
In the photo, left to right: Richard Auhll; Charles Elson; Sarah Steigerwald (Financial Advisor, Morgan Stanley), Ann Mulé; Craig Ferrere
Tuesday, April 22, 2014:
"Enhancing the Audit Committee Report: A Call To Action"
The Center co-sponsored with the Center for Audit Quality a program that was based on the recent report issued by a group of corporate governance and policy organizations, “Enhancing the Audit Committee Report – A Call to Action.” The Audit Committee Collaboration calls on audit committees of public companies of all sizes and industries to proactively strengthen their public disclosures in order to more effectively convey to investors and others the critical aspects of the important work that audit committees currently perform. The panel included:
- Martin F. Baumann, Chief Auditor and Director of Professional Standards, Public Company Accounting Oversight Board
- Michelle Edkins, Managing Director, Global Head, Corporate Governance & Responsible Investment, BlackRock
- Cindy M. Fornelli, Executive Director, Center for Audit Quality
- Michele J. Hooper, Managing Partner, The Directors’ Council; Audit Committee Chair, PPG Industries, Inc. and Audit Committee Member, UnitedHealth Group Incorporated
- Laban P. Jackson, Chairman and CEO, Clear Creek Properties, Inc., and Audit Committee Chair, JPMorgan Chase & Co.
- Joann S. Lublin, Management News Editor, The Wall Street Journal
- John W. Noble, Vice Chancellor, Delaware Chancery Court
- James H. Quigley, CEO Emeritus - Deloitte LLP; Audit Committee Chair, Hess Corporation; Audit & Examination Committee Chair, Wells Fargo & Company; and Audit Committee Member, Merrimack Pharmaceuticals
Moderator: Charles Elson, Director of the Weinberg Center and Edgar S. Woolard, Jr., Chair of Corporate Governance
Tuesday, April 8, 2014
Colin Mayer, the Peter Moores Professor of Management Studies at Said Business School at the University of Oxford, was a guest lecturer at Professor Elson’s Advanced Seminar in Corporate Governance. Professor Mayer spoke about his book Firm Commitment: Why the corporation is failing us and how to restore trust in it (Oxford University Press; 2013). In Professor Mayer’s view, the corporate structure is the fundamental cause of much of our recent economic problems. In this guest lecture he shared his passionate and serious critique of the modern corporation and then provided a number of solutions to those problems he had identified. A student reception followed.
Wednesday, March 19, 2014:
2014 Corporate Governance Symposium
The focus of the 2014 Corporate Governance Symposium was “Governance Issues of Critical Importance to Institutional Investors.” The Symposium began with a panel of institutional investors , proxy advisory firms, corporate secretaries and a member of the Delaware judiciary, during which each panelist shared what matters most to them. The panel included:
- Glenn Booream, Principal, Vanguard Group
- Margaret (Peggy ) Foran, Chief Governance Officer, Vice President and Corporate Secertary, Prudential Financial, Inc.
- Kayla J. Gillan, Leader, PwC Investor Resource Institute
- The Honorable Jack B. Jacobs, Justice, Supreme Court of Delaware
- Robert McCormick, Chief Policy Officer, Glass Lewis & Co.
- Patrick S. McGurn, Executive Vice President and Special Counsel, Institutional Shareholder Service (ISS)
- Carol J. Ward, Vice President and Corporate Secretary, Mondelēz International, Inc.
Moderator: Charles Elson, Director of the Weinberg Center and Edgar S. Woolard, Jr., Chair of Corporate Governance
The Symposium continued with the presentation of four academic papers on topics that are of critical importance to institutional investors today.
The academic papers presented:
“Shareholder Activism as a Corrective Mechanism in Corporate Governance”
Paul Rose, The Ohio State University Moritz College of Law, Bernard S. Sharfman, Case Western University School of Law
- Presenter: Bernard S. Sharfman, Case Western University School of Law
- Discussant: April Klein, Leonard N. Stern School of Business, New York University
Copy of the Rose/Sharfman Paper, click HERE
“Staggered Boards and Firm Value, Revisited
K.J. Martijn Cremers, Mendoza School of Business, University of Notre Dame, Lubomir P. Litov, University of Arizona, Simone M. Sepe, University Of Arizona
- Presenter: Martijn Cremers, Mendoza School of Business, University of Notre Dame
- Discussant: Jesse M. Fried, Harvard Law School
Copy of the Cremers/Litov/Sepe Paper, click HERE
Winner of the John L. Weinberg Center for Corporate Governance Best Paper Award
“Management influence on investors: evidence from shareholder votes on the frequency of say on pay”
Fabrizio Ferri, Columbia University, David Oesch, University of St. Gallen
- Presenter: Fabrizio Ferri, Columbia University
- Discussant: Martijn Cremers, Mendoza School of Business, University of Notre Dame
Copy of the Ferri/Oesch Paper, click HERE
“Philanthropy, Corporate Culture and Misconduct”
Frederick Bereskin, University of Delaware,Terry Campbell II, University of Delaware,Simi Kedia, Rutgers University
- Presenter: Frederick Bereskin, University of Delaware
- Discussant: Michelle Lowry, Penn State University and Visiting Professor , The Wharton School University of Pennsylvania
Copy of the Bereskin/Campbell/ Kedia Paper, click HERE