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Directors' Institute on Corporate Governance (Sixteenth Annual)

Released on: Dec. 6, 2018
Running Time: 07:12:04
New expectations and responsibilities are being placed on boards in critical areas of governance, including disclosure, oversight of complex operational issues, risk management, board succession, audit committee oversight, executive compensation, and responsiveness to and communication with investors pressing different concerns. In addition, in years past the Dodd-Frank Act, the Foreign Corrupt Practices Act and other anti-bribery laws have put new requirements on companies and on boards. Looking forward, what changes can boards expect to face? 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 new competing pressures and expectations being placed on boards, and needed steps boards will want to consider.

Lecture Topics [Total time 07:12:04]

Segments with an asterisk (*) are available only with the purchase of the entire program.

  • Featured Speaker: Luke Dembosky* [00:26:50]
    Luke Dembosky
  • Audit Committees: The Evolving Role [01:05:23]
    Lori Zyskowski, Giles Cohen, Cynthia M. Fornelli, James S. Turley
  • Cybersecurity and Boards: Understanding the Director’s Role [01:01:09]
    Luke Dembosky, Prof. Judith H. Germano, Hon. Cynthia A. Glassman, Marko S. Zatylny
  • Trends in Criminal and Regulatory Enforcement – A Candid Conversation with Top Current and Former Officials [01:02:52]
    Joon H. Kim, Anthony J. Albanese, Marc P. Berger, Jason Cowley, Corinne Elise Amato
  • The Growing Importance of ESG – Where Does It Fit In, and What is the Board’s Role? [01:02:48]
    Thomas L. Riesenberg, Danielle Sugarman, Timothy M. Doyle
  • Shareholder Engagement, Virtual Meetings and Other Key Governance Developments [01:03:06]
    Lillian Brown, Margaret M. Foran, Leslie A. Brun, Ken Bertsch
  • Crisis Management - What Should Boards Do to Prepare, and How Should They React to Different Types of Crises? [01:29:56]
    Louise M. Parent, Sheila L. Birnbaum, Nancy Kestenbaum, Andrea Rose, Steven Barg, Robert W. Scully

The purchase price of this Web Program includes the following articles from the Course Handbook available online:

  • COMPLETE COURSE HANDBOOK
  • Selected Issues for Boards of Directors in 2018 (January 9, 2018)
    Louise M. Parent
  • Critical Audit Matters, Key Concepts and FAQs for Audit Committees, Investors, and Other Users of Financial Statements (July 2018)
    Cynthia M. Fornelli
  • Preparing for the New Leases Accounting Standard, A Tool for Audit Committees (April 2018)
    Cynthia M. Fornelli
  • Cybersecurity Risk Management Oversight, A Tool for Board Members (April 2018)
    Cynthia M. Fornelli
  • Non-GAAP Measures, A Roadmap for Audit Committees (March 2018)
    Cynthia M. Fornelli
  • SEC Streamlines Disclosure Requirements as Part of Its Overall Disclosure Effectiveness Review (August 27, 2018)
    Michael Titera, James J. Moloney, Lori Zyskowski, Hillary H. Holmes, Michael A. Mencher, Maya J. Hoard, Elizabeth A. Ising
  • 2018 Mid-Year Securities Enforcement Update (July 30, 2018)
    Alon Sachar, Alex Zbrozek, Mary Kay Dunning, Amy Mayer, Jaclyn Neely, Lori Zyskowski, Joshua Rosario, Tina Samanta, Lindsey Young, Marc J. Fagel, Amruta Godbole
  • 2018 Mid-Year Securities Litigation Update (July 26, 2018)
    Brian Lutz, Laura O’Boyle, Matt Kahn, Mark Mixon, Lessa Haspel, Jefferson Bell, Lauren Assaf, Monica Loseman, Lissa Percopo, Zachary Wood, Lori Zyskowski, Mark Perry, Kim Lindsay Friedman, Michael Eggenberger, Emily Riff
  • U.S. Department of Justice, Cybersecurity Unit, Computer Crime & Intellectual Property Section, Best Practices for Victim Response and Reporting of Cyber Incidents, Version 2.0 (September 2018)
    Judith H. Germano
  • U.S. Department of Justice, Cybersecurity Unit, Computer Crime & Intellectual Property Section, A Framework for a Vulnerability Disclosure Program for Online Systems, Version 1.0 (July 2017)
    Judith H. Germano
  • Third-Party Cyber Risk & Corporate Responsibility (February 2017)
    Judith H. Germano
  • Proposed NY Cybersecurity Regulation: A Giant Leap Backward?, Forbes (December 2, 2016), https://www.forbes.com/sites/realspin/2016/12/02/proposed-ny-cybersecurity-regulation-a-giant-leapbackward/amp/#7d6d0b5821f9
    Judith H. Germano
  • Cyberthreat Spawns New Era of Public-Private Collaboration (February 20, 2015)
    Judith H. Germano
  • Cybersecurity Partnerships: A New Era of Public-Private Collaboration (October 2014)
    Judith H. Germano
  • After the Breach: Cybersecurity Liability Risk
    Zachary K. Goldman, Judith H. Germano
  • From the War Room to the Board Room? Effectively Managing Cyber Risk without Joining the Front Lines (June 2015)
    Judith H. Germano, Randal S. Milch, Zachary K. Goldman
  • One More Reason for Companies to Report Data Breaches (May 26, 2015)
    Judith H. Germano
  • Palkon v. Holmes, No. 2:14-CV-01234 (SRC) (D.N.J. 2014)
    Judith H. Germano
  • SEC Issues New Cybersecurity Disclosure Guidance (March 2018)
    Keith F. Higgins, Marko Zatylny
  • Second Circuit Holds That DOJ Cannot Reach Foreign Nationals Not Otherwise Covered by the FCPA Through Conspiracy or Aiding-and-Abetting Charges (August 29, 2018)
    Joon H. Kim
  • CFTC Announced Highest Aggregate Whistleblower Award to Date, Totaling More Than $45 Million
    Joon H. Kim, Armine Sanamyan, Matthew C. Solomon
  • Two Strikes and You’re Out: The Litvak Saga Comes to an End
    Joon H. Kim
  • Sealed Superseding Indictment, United States v. Blaszczak, S1 17 Cr. 308 DLC (S.D.N.Y. May 24, 2017)
    Joon H. Kim
  • Sealed Indictment, United States v. Middendorf, 18 Cr. 036 (S.D.N.Y.)
    Joon H. Kim
  • Ratings That Don’t Rate, The Subjective World of ESG Ratings Agencies (July 2018)
    Timothy M. Doyle, George David Banks
  • Press Release, American Council for Capital Formation, Uncharted Territory: New Report Finds Influential ESG Rating Agencies Are Subjective, Inconsistent, and Lack Standardization, ACCF Questions the Current Ratings Process Used for ESG Investment (July 19, 2018)
    George David Banks
  • Sustainability and Liability Risk (February 19, 2018)
    Elisse B. Walter, Thomas L. Riesenberg
  • Legal Roundtable on Emerging Issues Related to Sustainability Disclosure (November 2017)
    Thomas L. Riesenberg
  • CII Roundtable Report, Real Talk on Executive Compensation (March 2018)
    Ken Bertsch
  • CII Investor-Company Roundtable, Effective Engagement (December 2015)
    Ken Bertsch
  • Principles and Best Practices for Virtual Annual Shareowner Meetings
    Leslie A. Brun
  • Cleary M&A and Corporate Governance Watch, Mergers and Acquisitions, Corporate Goverance, Shareholder Activism—Bringing the #MeToo Movement into the Board Room (February 27, 2018)
    Vanessa C. Richardson, Louise M. Parent, Pamela L. Marcogliese, Kimberly R. Spoerri, Arthur H. Kohn
  • Cleary Gottlieb Alert Memorandum, Confronting Sexual Harassment in Today’s Workplace: 8 Questions Companies Should Be Asking Themselves (February 6, 2018)
    Kimberly R. Sperri, Arthur H. Kohn, Louise M. Parent, Francesca L. Odell, Jennifer Kennedy Park, Pamela L. Marcogliese
  • Cleary Gottlieb Alert Memorandum, Responding to a Politician’s Social Media Attack (February 16, 2017)
    Louise M. Parent
  • Late-Breaking Developments in Compensation Design and Regulation (June 15, 2018) (PowerPoint slides)
    Louise M. Parent

Presentation Material

  • Cybersecurity and Data Privacy: Understanding the Director's Role
    Luke Dembosky
  • Sustainability Accounting Standards Board Handout
    Thomas L. Riesenberg
  • Shareholder Engagement, Virtual Meetings and Other Key Governance Developments
    Ken Bertsch, Lillian Brown, Leslie A. Brun, Margaret M. Foran
  • Virtual Shareholder Meetings Handout
    Leslie A. Brun
  • Expect the Unexpected The Board's Role in Managing a Crisis
    Steven Barg, Sheila L. Birnbaum, Nancy Kestenbaum, Louise M. Parent, Andrea Rose, Robert W. Scully
Co-Chair(s)
Mark J. Gentile ~ Richards, Layton & Finger, PA
Keir D. Gumbs ~ Associate General Counsel, Global Corporate, M&A and Securities, Deputy Corporate Secretary, Uber Technologies, Inc.
Jeffrey D. Karpf ~ Cleary Gottlieb Steen & Hamilton LLP
Moderator(s)
Lillian Brown ~ Wilmer Cutler Pickering Hale and Dorr LLP
Luke Dembosky ~ Debevoise & Plimpton LLP
Joon H. Kim ~ Cleary Gottlieb Steen & Hamilton LLP
Louise M. Parent ~ Cleary Gottlieb Steen & Hamilton LLP
Lori Zyskowski ~ Gibson, Dunn & Crutcher LLP
Speaker(s)
Anthony J. Albanese ~ Chief Regulatory Officer, New York Stock Exchange
Corinne Elise Amato ~ Prickett, Jones & Elliott, PA
Steven Barg ~ Co-Head, M&A Solutions, Goldman Sachs
Marc P. Berger ~ Regional Director, New York Regional Office, U.S. Securities and Exchange Commission
Ken Bertsch ~ Executive Director, Council of Institutional Investors
Sheila L. Birnbaum ~ Dechert LLP
Leslie A. Brun ~ Chairman and Chief Executive Officer, Sarr Group, LLC
Giles Cohen ~ Deputy Chief Counsel, Office of the Chief Accountant, U.S. Securities and Exchange Commission
Jason Cowley ~ Co-Chief, Securities and Commodities Fraud Task Force, United States Attorney's Office, Southern District of New York
Timothy M. Doyle ~ Vice President of Policy & General Counsel, American Council for Capital Formation
Margaret M. Foran ~ Chief Governance Officer, Senior Vice President and Corporate Secretary, Prudential Financial, Inc.
Cynthia M. Fornelli ~ Executive Director, Center for Audit Quality
Prof. Judith H. Germano ~ Professor and Distinguished Fellow, NYU Center for Cybersecurity; Adjunct Professor, NYU School of Law, Founder, GermanoLaw LLC
Hon. Cynthia A. Glassman ~ Senior Research Scholar, Institute for Corporate Responsibility, George Washington University Business School
Nancy Kestenbaum ~ Covington & Burling LLP
Thomas L. Riesenberg ~ Director of Legal Policy and Outreach, Sustainability Accounting Standards Board
Andrea Rose ~ Partner, Joele Frank, Wilkinson Brimmer Katcher
Robert W. Scully ~ Retired,
Danielle Sugarman ~ Vice President, Investment Stewardship, BlackRock
James S. Turley ~ Retired Chairman & CEO, Ernst & Young (now EY)
Marko S. Zatylny ~ Ropes & Gray LLP
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Related Items

Live Programs  Live Programs

Directors' Institute on Corporate Governance (Seventeenth Annual) (New York, NY) Nov. 22, 2019

Handbook  Course Handbook Archive

Directors' Institute on Corporate Governance (Seventeenth Annual)  
Directors' Institute on Corporate Governance (Sixteenth Annual) Jeffrey D. Karpf, Cleary Gottlieb Steen & Hamilton LLP
Mark J. Gentile, Richards, Layton & Finger, PA
Keir D. Gumbs, Uber Technologies, Inc.
 
Directors' Institute on Corporate Governance (Fifteenth Annual) Jeffrey D. Karpf, Cleary Gottlieb Steen & Hamilton LLP
Mark J. Gentile, Richards, Layton & Finger, P.A.
Keir D. Gumbs, Covington & Burling LLP
 
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