BEYOND LEGAL: A BUSINESS APPROACH TO CORPORATE GOVERNANCE

Transcription

1 AMERICAN BAR ASSOCIATION TORT TRIAL & INSURANCE PRACTICE SECTION TASK FORCE ON CORPORATE GOVERNANCE INSTITUTE PRESENTS BEYOND LEGAL: A BUSINESS APPROACH TO CORPORATE GOVERNANCE May 8-9, 2008 Sheraton New York Hotel and Towers Bringing Together Plaintiffs Attorneys, Defense Attorneys, and Insurance and Corporate Counsel for the Exchange of Information and Ideas

2 SPECIAL THANKS WE EXTEND OUR THANKS TO OUR MANY SPONSORS FOUNDING SPONSORS PLATINUM SPONSORS GOLD SPONSORS SILVER SPONSORS

3 CONFERENCE FACULTY Pamela Baker, Partner Sonnenschein Nath & Rosenthal LLP Pascal Durand-Barthez, Secretary Alcatel-Lucent Paris, France Ronald B. Brown, Ph.D., President Banks Brown San Francisco, CA Mercedes Colwin, Partner Gordon & Rees LLP and Fox News Legal Analyst Janet R. Davis, Partner Meckler Bulger & Tilson LLP Carlo DiFlorio Pricewaterhouse Coopers LLP Ann Flannery, Partner Morgan Lewis & Bockius Perry Granof, Claim Counsel Chubb & Son David J. Hensler, Partner Hogan & Hartson Washington, D.C. Kim D. Hogrefe, Senior Vice President Chubb & Son Warren, NJ Patricia Brown Holmes, Partner Schiff Hardin Chicago, Illinois Kevin M. LaCroix, Principal OakBridge Insurance Services Beachwood, OH Mylle H. Mangum Chair, Compensation, Governance and Nominating Committees Collective Brands, Inc. (formerly Payless ShoeSource) Norcross, GA Sandra McCandless, Partner Sonnenschein Nath & Rosenthal LLP San Francisco, CA Patrick McGurn Institutional Shareholder Services Rockville, MD Nell Minow The Corporate Library and Editor in Chief of Board Analyst Portland, ME Maureen Mulligan, Shareholder Ruberto, Israel & Weiner, P.C. Boston, MA Julie Cohen Norris, Board Services Specialist Spencer Stuart Boston, MA Thomas F. O Neill III, Partner DLA Piper US LLP Michael Perlis Stroock & Stroock & Lavan LLP Los Angeles, CA Walter Ricciardi, Deputy Director Division of Enforcement, Securities and Exchange Commission and Washington, D.C. Kenneth M. Roberts, Partner Schiff Hardin LLP Max J. Schwartz, Partner Sullivan & Cromwell LLP Eric Talley, Professor of Law & Faculty Co-Director Berkeley Center for Law, Business and the Economy UC Berkeley (Boalt Hall) School of Law Berkeley, CA Thomas L. Taylor III, Shareholder Winstead P.C. Houston, TX Theodore R. Tetzlaff, Partner Ungaretti & Harris Glen Wakeman, Chief Executive Officer Doral Financial Corporation San Juan, Puerto Rico Toni Wolfman, Executive in Residence Women s Leadership Institute Bentley College Waltham, MA

4 Registration Form ABA Tort Trial & Insurance Practice Section (TIPS) Beyond Legal: A Business Approach to Corporate Governance 2008 Corporate Governance Program May 8-9, 2008 REGISTRATION DEADLINE: APRIL 25, 2008 HOTEL DEADLINE: APRIL 7, REGISTRANT: (Please print or type one form per person; photocopy this form for additional registrants) LAST NAME FIRST NAME MI NAME AS YOU WISH IT TO APPEAR ON YOUR BADGE FIRM/COMPANY WHAT STATE(S) ARE YOU LICENSED IN? ADDRESS CITY STATE ZIP (AREA CODE) BUSINESS TELEPHONE FACSIMILE ADDRESS I am a member of the ABA and wish to join the Tort Trial & Insurance Practice Section. I have enclosed a separate check for $50 made payable to the American Bar Association. 2. REGISTRATION FEES: On or Before After 4/25/08 4/25/08 QTY TOTAL General Attendee $795 $845 ABA Member $795 $845 TIPS Member $745 $795 (Meeting Registration Deadline April 25, 2008) 3. TOTAL PAYMENT TOTAL Total 4. PAYMENT INFORMATION Check (made payable to the ABA) American Express MasterCard VISA Credit Card Number Expiration Date Signature THREE WAYS TO REGISTER 1. ONLINE: or 2. MAIL: Beyond Legal: A Business Approach to Corporate Governance American Bar Association Tort Trial & Insurance Practice Section 321 North Clark Street 18th Floor FAX: 312/

5 program Agenda WEDNESDAY, MAY 7, :00 pm-6:00 pm EARLY REGISTRATION THURSDAY, MAY 8, :00 am CONTINENTAL BREAKFAST & REGISTRATION 9:00 am WELCOMING REMARKS AND PROGRAM OVERVIEW Maureen Mulligan, Shareholder Ruberto, Israel & Weiner, P.C. Boston, MA Janet R. Davis, Partner Meckler Bulger & Tilson LLP 9:15 am KICK-OFF SPEAKER: DENNIS W. ARCHER THE MANY FACES OF CORPORATE GOVERNANCE You may know Dennis W. Archer for his governance experience as the former Mayor of Detroit, Chairman of Dickinson Wright PLLC or as President of the American and National Bar Associations. Mr. Archer is also significantly involved in corporate governance issues and currently serves on the boards of directors of three publicly traded corporations, Johnson Controls, Inc., Compuware Corp. and Masco Corp. where he has been a member of Nominating, Governance and Audit Committees. He will bring his unique perspective on corporate governance to our conference topics to ignite our discussions. Dennis W. Archer, Chairman Dickinson Wright PLLC Detroit, MI 9:45 am CORPORATE INVESTIGATIONS: DEAL OR NO DEAL IS THERE REALLY A CHOICE? Internal investigations present corporate executives, lawyers and regulators with complicated ethical, legal, and strategic decisions. How can these often competing interests be juggled without losing focus of a company s business mission and duties owed to shareholders? Panel members with extensive SEC, general counsel and outside advisor experience will examine approaches for addressing these challenges including general counsel s need for independence during an internal investigation while simultaneously keeping the board informed of constantly changing developments; how to satisfy the expectations of government regulators and possible responses to a regulator s request that the corporation waive the attorney-client privilege. Moderator: Thomas L. Taylor III, Shareholder Winstead P.C. Houston, TX Speakers: Ann Flannery, Partner Morgan Lewis & Bockius

6 Patricia Brown Holmes, Partner Schiff Hardin Chicago, Illinois Walter Ricciardi, Deputy Director Division of Enforcement, Securities and Exchange Commission and Washington, D.C. Theodore R. Tetzlaff, Partner Ungaretti & Harris 11:00 am-11:15 am BREAK 11:15 am DIVERSITY IN THE BOARDROOM There is a growing body of research which correlates board diversity with best corporate governance practices and board and management diversity with superior economic performance. Our speakers are actively involved in conducting this research and educating businesses and board members as to the value of diverse boards. This is an opportunity to hear from the insiders on this issue and have access to information they are providing to corporate America. Co-Moderators: Mercedes Colwin, Partner Gordon & Rees LLP and Fox News Legal Analyst Kenneth Roberts, Partner Schiff Hardin, LLP Speakers: Ronald B. Brown, Ph.D., President Banks Brown San Francisco, CA Julie Cohen Norris, Board Services Specialist Spencer Stuart Boston, MA Toni Wolfman, Executive in Residence Women s Leadership Institute Bentley College Waltham, MA 12:45 pm-2:00 pm LUNCH: KEYNOTE SPEAKER During the lunch attendees will have the opportunity to sit at tables with some of our speakers to continue the corporate governance dialogue. 2:15 pm IDENTIFYING, PREDICTING AND MINIMIZING SECURITIES LITIGATION RISK While the Sarbanes-Oxley Act and other measures sought to reform corporate governance, the conduct of various companies still falls along a spectrum of risk exposure. Unfortunately, the identity of companies that are at the greatest risk may only be apparent after problems arise. This panel examines whether there are tools available to identify the companies at risk before problems arise and whether there are practical steps that companies can take to reduce the likelihood of the companies involvement in securities litigation. Moderator: Kevin M. LaCroix, Principal Oakbridge Insurance Services Beachwood, OH Speakers: Patrick McGurn, Executive Vice President Institutional Shareholder Services Rockville, MD

7 Nell Minow The Corporate Library and Editor in Chief of Board Analyst Portland, ME Eric Talley, Professor of Law & Faculty Co-Director Berkeley Center for Law, Business and the Economy UC Berkeley (Boalt Hall) School of Law Berkeley, CA 3:45 pm-4:00 pm BREAK 4:00pm HOT TOPICS IN CORPORATE GOVERNANCE: THE IMPACT OF SUBPRIME LENDING CRISIS AND STOCK OPTION BACKDATING Options backdating problems and executive compensation concerns in general have ravaged the officer ranks of companies just as the subprime crisis is now ravaging the officer ranks of certain major financial institutions. Both subjects raise a host of corporate governance issues: adequacy of board oversight, management's risk analysis of the various business activities and propriety of executive compensation agreements. Our experienced panel will address these hot topics in corporate governance. Moderator: Kim D. Hogrefe, Senior Vice President Chubb & Son Warren, NJ Speakers: David J. Hensler, Partner Hogan & Hartson Washington, D.C. Michael F. Perlis, Partner Stroock Los Angeles, CA 4:45 pm-6:00 pm NETWORKING RECEPTION FRIDAY, MAY 9, :00 am CONTINENTAL BREAKFAST & REGISTRATION 8:45 am CORPORATE GOVERNANCE AND THE INTERNATIONAL CORPORATION: EVOLVING REGULATORY AND ACCOUNTABILITY DEVELOPMENTS WORLDWIDE Many non-u.s. countries have enacted corporate governance laws, regulations applicable to securities transactions, and standards for more accountability for directors and officers conduct. This panel will address the different types of corporate governance laws and regulations internationally, the resulting exposure faced by companies and directors and officers in those nations, how large international companies are structuring their corporate governance and risk management activities, and the potential impact of such global changes on corporate governance and potential exposure to companies and directors and officers in the U.S. Moderator: Thomas F. O Neill III, Partner DLA Piper US LLP

8 Speakers: Perry Granof, Claim Counsel Chubb & Son Carlo DiFlorio Pricewaterhouse Coopers LLP Pascal Durand-Barthez, Secretary Alcatel-Lucent Paris, France Glen Wakeman, Chief Executive Officer Doral Financial Corporation San Juan, Puerto Rico 10:15 am-10:30 am BREAK 10:30 am ADVISING THE COMPENSATION COMMITTEE: ARE BEST PRACTICES THE BEST PRACTICE TO FOLLOW? Executive compensation decisions have become a focal point in the attacks on boards and the effectiveness of their corporate governance. Our experienced panel will discuss the challenges facing boards, compensation committees and those who advise them in this area of significant public scrutiny. Moderator: Sandra McCandless, Partner Sonnenschein Nath & Rosenthal LLP San Francisco, CA Panelists: Pamela Baker, Partner Sonnenschein Nath & Rosenthal LLP Max J. Schwartz, Partner Sullivan & Cromwell LLP Mylle H. Mangum Chair, Compensation, Governance and Nominating Committee Collective Brands, Inc. (formerly Payless ShoeSource) Norcross, GA 11:45 am-12:00 pm WRAP UP AND CLOSING REMARKS Kim D. Hogrefe, Senior Vice President Chubb & Son Warren, NJ

9 General Information REGISTRATION DEADLINE: APRIL 25, 2008 ADVANCE REGISTRATION Visit the TIPS or Corporate Governance website to register at and or complete the registration form included in this brochure and fax it to us. The 2008 National Program on Corporate Governance will be held at the Sheraton New York Hotel and Towers. The registration fee includes admission to the program, course materials, continental breakfast, lunch, breaks, and welcome reception. If you wish to have your name appear on the preregistration list distributed at the program, ALL registration forms must be received no later than the registration deadline of April 25, Registration reservations will be confirmed in writing within 10 business days. ON-SITE REGISTRATION On-site registrations will be accepted if space is available. Call Donald Quarles at 312/ or 72 hours prior to the program to confirm that space is available. On-site registrants must pay the program fee by credit card or check made payable to the American Bar Association. A $25 fee will be charged to individuals registering on-site. CANCELLATION POLICY No registration fee refunds will be granted for cancellations received after April 25, In order to receive a refund (less a $100 administrative fee), the ABA must receive written cancellation by April 25, Registrants who are unable to attend may send a substitute or will receive course materials in lieu of a refund. HOTEL INFORMATION For Reservations call 212/ A limited number of rooms have been blocked for program registrants of the TIPS 2008 Corporate Governance Program at the Sheraton New York Hotel & Towers for a hotel room rate of $309 single/double plus % tax and a $3.50 per night surcharge. For reservations, please call the hotel directly at 212/ The room block will be held until exhausted or until Wednesday, April 7, 2008 at 5:00 p.m. (CST). After the meeting specified hotel deadline, reservations will be confirmed based on availability. Please refer to the TIPS 2008 Corporate Governance Program when calling the hotel to make reservations. Hotel check-in is 3:00 p.m. and checkout is 12:00 p.m. (noon). All reservations must be guaranteed by credit card or deposit check. Individuals with guaranteed reservations must cancel their reservations by 72 hours prior to the scheduled day of arrival to avoid a one-night cancellation charge. AIRLINE INFORMATION You are encouraged to make your airline reservations on the ABA Online Travel site where you automatically receive ABA airfare discounts from a variety of carriers and can view and purchase other low fare options including web fares. To access ABA Online Travel, go to and click on the link at the bottom of the ABA Calendar box. HOTEL DEADLINE: APRIL 7, 2008 ABA Discounted Meeting Airfares are available through ABA Online Travel, Travelocity Business or directly from the airline. The 24/7 toll-free number for Travelocity Business is 866/ The following is the ABA discount code for American Airlines which you must use to receive the ABA percentage discount or zone fare. American Airlines ABA Code: (US domestic and Canada) CLE INFORMATION Accreditation will be requested for this program from every state with mandatory continuing legal education (MCLE) requirements for its lawyers. Please be aware that each state has its own rules and regulations, including its definition of CLE. Check with your state agency for confirmation of this program s approval. Attorneys seeking to obtain MCLE credit in Pennsylvania are required to pay state accreditation fees directly to that state. Certificates of attendance will be available at the conclusion of the program. In order to receive CLE credit, all attorneys will be required to sign in on the sign in sheets and obtain a Uniform Certificate of Attendance. Registration fees must be paid in full before registrants can receive credit. You may contact Donald Quarles at 312/ two weeks prior to the conference for confirmation of the number of CLE credit hours requested by the ABA or credits approved by any particular state. MEMBERSHIP INFORMATION For more information about membership in the ABA or the Tort Trial & Insurance Practice Section (TIPS), please visit us online at or call Membership in TIPS includes three industryleading periodicals, discounts of up to 20% on many TIPS CLE programs, and other career and practice-enhancing benefits. Join TIPS today! PERSONS WITH DISABILITIES Services for persons with disabilities are available. If special arrangements are required for an individual to attend this program, please notify the ABA promptly at 312/ Reasonable advance notice is requested. GET CONNECTED WITH TIPS! Information on this and other TIPS CLE programs is available online at Visit us and get connected! SCHOLARSHIPS AVAILABLE! ATTENTION TIPS MEMBERS: Scholarships are available for all Section activities, courtesy of the TIPS Scholarship Fund. The Fund, established with the International Risk Management Institute ( IRMI ) and supported by subscriptions to the IRMI CGL reporter, is intended to increase membership involvement in TIPS activities among minorities, solo and small firm practitioners, government attorneys, women, and young lawyers by providing financial support to those who would otherwise be unable to participate. To request an application or receive additional information, visit or contact Linda Wiley at

10 BEYOND LEGAL: A BUSINESS APPROACH TO CORPORATE GOVERNANCE May 8-9, 2008 Sheraton New York Hotel and Towers American Bar Association Tort Trial & Insurance Practice Section 321 North Clark Street Chicago, Illinois #72793 NON-PROFIT ORG U.S. Postage Paid Documation