Why you should attend
In the past year, new expectations have been placed on boards in critical areas of governance, including disclosure, oversight of complex operational issues, and responsiveness to and communication with investors pressing different concerns, such as short-term shareholder value, traditional governance issues and social responsibility. In addition, the Dodd-Frank Act, the Foreign Corrupt Practices Act, and other anti-bribery laws have put new requirements and heightened scrutiny on companies and on boards.
At this renowned Institute, leading corporate governance experts - directors, government officials, corporate counsel, and academics - will share their perspectives on the fast-changing regulatory environment, the competing pressures being placed on boards, and needed steps boards will want to consider.
What you will learn
- The new expectations facing boards of directors
- How to address particularly difficult issues, including compensation, risk management, audit committee oversight, board succession, and shareholder engagement
- The latest thinking on where boards of directors may be most vulnerable
- What’s on the government’s agenda
- Challenges for the future as financial reporting continues to evolve
- Considerations for directors arising out of steps being taken by activist investors, the SEC, and the provisions of the Dodd-Frank legislation
Who should attend
Corporate directors, board members, corporate and securities attorneys, corporate committee members, general counsel, CEOs, CFOs, CGOs, COOs, investment bankers, consultants, accountants and other professionals who need to know the latest developments affecting directors and corporate governance standards.
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
Cancellations
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
All times are E.D.T.
Morning Session: 9:00 a.m. - 12:45 p.m. (E.D.T.)
9:00 Keynote Address: Restoring Balance in the Corporate Governance Paradigm
Ira M. Millstein
9:30 Shareholder Activism
- Shareholder activists: who are they and what do they want?
- What is driving the growth in activist campaigns?
- Role of hedge funds
- Defenses and preparation strategies
- Looking at the company, its strategy and its governance through activist eyes
Michael J. Aiello (Moderator); Anne Simpson, Ralph V. Whitworth
10:30 Networking Break
10:45 Relations Between the Board and the C-Suite Beyond the CEO (CFO, CIO, CMO, CRO, GC, Business Unit Heads)
- What should the board expect from senior executives other than the CEO?
- The state and federal legal framework: have Sarbanes-Oxley and Dodd-Frank impacted the fiduciary concept of reliance?
- What role do these relationships play in positioning the board for informed decision-making?
- What policies and practices support effective board relationships with members of the management team “beyond the CEO”?
- How involved should the board be in decisions about organizational structure? About key hires other than the CEO?
- Management development and succession planning
- How to counsel the members of management
Jeffrey S. Sherman (Moderator); Barbara Eisenberg, Margaret M. Foran, James S. Scully
11:45 Director Independence – What Does It Mean?
Exploration of the various and sometimes conflicting and uncertain meanings of director independence and disinterestedness within the contexts of:
- Stock exchange rules for boards and committees
- Tax and other special rules for compensation committees
- Shareholder derivative litigation
- M&A transactions
Jeffrey D. Karpf (Moderator); Alan L. Beller, Stephen P. Lamb, Faye Wattleton
12:45 Luncheon Address:
Lynn Stout, Distinguished Professor of Corporate & Business Law, Cornell Law School
Afternoon Session: 1:45 p.m. - 5:00 p.m. (E.D.T.)
1:45 The Board and Social Media
This panel will explore the role of the board with respect to corporate use of social media, and the strategic opportunities as well as potential risks posed.
- The board’s responsibility:
– Understanding and overseeing strategic uses and risk management
– Social media policies and internal controls
– Social media as an information source for the board
- Use of social media in investor/shareholder relations
– Compliance with SEC regulations, including Reg. FD and antifraud rules: April 2nd SEC Report of Investigation (Netflix) and 2008 guidance regarding website use
– Board policies on director use of social media: practice pointers
– Reactions to the SEC’s “Netflix” guidance
Holly J. Gregory (Moderator); Stephen L. Brown, Douglas K. Chia, John W. White
2:45 Networking Break
3:00 Expanded SEC Disclosure Requirements Aimed at Foreign and Social Policy Objectives
- Congressional expansion of SEC disclosure requirements: aberration or trend? Benefit or burden?
- Understanding and complying with:
– Iranian trade sanctions rules and related disclosure requirements
– Conflict minerals disclosure requirements
– Disclosure of resource extraction payments
- Challenges in diligence and internal control
- Optimum approach to disclosure: lessons to date and practice pointers for the future
Catherine T. Dixon (Moderator); Meredith B. Cross, Matthew Lepore, Kristen B. Sullivan
4:00 What Boards and Their Counsel Need to Know About Enforcement and Compliance Under the New SEC Leadership
- New priorities under new SEC leadership
- The latest on insider trading
- FCPA
- Department of Justice activity
Michael R. Young (Moderator); Andrew J. Ceresney, Robert S Khuzami, Martin Klotz, Susan M. Ringler
5:00 Adjourn
Co-Chair(s)
Ira M. Millstein ~ Senior Partner, Weil, Gotshal & Manges LLP; Lecturer-in-law and Co-Chair, The Millstein Center for Global Markets and Corporate Ownership at Columbia Law School
Speaker(s)
Stephen L. Brown ~ Senior Director of Corporate Governance & Associate General Counsel, TIAA-CREF
Andrew J. Ceresney ~ Co-Director, Division of Enforcement, U.S. Securities and Exchange Commission
Douglas K. Chia ~ Assistant General Counsel & Corporate Secretary, Johnson & Johnson
Barbara Eisenberg ~ Executive Vice President, General Counsel and Corporate Secretary (Retired), Ann, Inc.
Margaret M. Foran ~ Chief Governance Officer, VP and Corporate Secretary, Prudential Financial, Inc.
Stephen P. Lamb ~ Former Vice Chancellor, Delaware Court of Chancery, Paul, Weiss, Rifkind, Wharton & Garrison LLP
Matthew Lepore ~ Corporate Secretary and Chief Governance Counsel, Pfizer Inc.
Jeffrey S. Sherman ~ Senior Vice President and General Counsel, Becton Dickinson & Company
Anne Simpson ~ Senior Portfolio Manager, Investments and Director of Global Governance, CalPERS
Lynn Stout ~ Distinguished Professor of Corporate & Business Law, Cornell Law School
Faye Wattleton ~ Managing Director, Head of Governance Advisory Services, Alvarez & Marsal
Program Attorney(s)
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.
*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video programs or live webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
3Ohio: To confirm that the live webcast has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per biennial compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.