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Delaware Law Issues Update

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Details for this year's Delaware Law Issues Update are still being finalized, but the seminar will be held November 19 - 20, 2014 in Newark, Delaware.

Below shows what was offered last year.


The Forum for Governance

Delaware Law Issues UpdateWednesday, November 20 -
Thursday, November 21, 2013


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, are pleased to announce a new conference focused on Delaware corporate law issues essential to corporate secretaries, in-house and outside counsel. The conference will be held at the University of Delaware in Newark, Delaware on Wednesday, November 20, 2013 through noon on Thursday, November 21.

The conference will be co-chaired by: Anne Foster, Richards, Layton & Finger; Bill Lafferty, Morris, Nichols, Arsht & Tunnell LLP; Rolin Bissell, Young Conaway Stargatt & Taylor, LLP; John Grossbauer, Potter Anderson & Corroon LLP; Karen Valihura, Skadden, Arps, Slate, Meagher & Flom LLP; and David Katz, Wachtell, Lipton, Rosen & Katz. Charles Elson, Director of the Weinberg Center and Edgar S. Woolard, Jr. Chair in Corporate Governance, said, "The guidance from these firms has been critical in bringing a clear focus on the most important Delaware law issues, and we are very pleased with their participation."

Elson added: "We are delighted that Chief Justice Myron T. Steele and Justice Jack B. Jacobs from the Delaware Supreme Court, as well as Vice Chancellor J. Travis Laster from the Delaware Court of Chancery, have agreed to deliver keynote addresses at the conference and will also be participating on panels. We are also delighted that Chancellor Leo E. Strine, Jr. and Vice Chancellor Sam Glasscock, III will be participating as part of our program."

In addition to the keynote addresses, the conference will consist of six panels.  Each panel will cover the most recent Delaware cases with an emphasis on practical tips (see agenda below). Panels include Delaware justices or judges, corporate lawyers, plaintiff's lawyers and corporate secretaries/governance professionals as well as large institutional investors.

Ken Bertsch, the President & CEO of the Society, said: "Each panel will cover the cases but more importantly give best practice advice on how to avoid such suits or bad outcomes. The panels will focus on proactive steps that should be taken by those who regularly advise boards of directors - such as the proper taking of minutes, proper vetting of conflicts, proper provision of materials and the best processes to be followed in various factual scenarios."

Who should attend: corporate secretaries, governance professionals, in-house counsel, outside counsel, and governance consultants. While the program will focus on Delaware corporate law, it will be highly relevant even if you are not a Delaware practitioner or from  a Delaware corporation as Delaware law is highly influential on corporate and governance practices throughout the country.

Come back to college and immerse yourself in a wonderful learning and networking experience. We hope to see you on campus in November 2013!

Online registration is now closed.

If you would like to attend the Delaware Law Issues Update in Newark, Delaware, you can register on-site at the University of Delaware's Clayton Hall Conference Center.

Cancellation and Refund Policy

Refunds of any registration fees paid will be at the rate of a full refund less $75 with written notification received by the Society on or before October 29, 2013. There will be no refund after October 29, 2013. Substitution of attendees is permitted without charge.


If you are a registered participant, you may click on the linked session names below to see and print the session's handouts.

Agenda
Wednesday, November 20, 2013 - Thursday, November 21, 2013
University of Delaware - Clayton Hall, Newark, DE

Click here for the Speaker Biographies


Wednesday, November 20, 2013

7:30 - 8:30 am Registration & Continental Breakfast

8:30 - 8:45 am Welcome and Introductions

Kenneth A. Bertsch
President & CEO

Society of Corporate Secretaries and Governance Professionals

Charles M. Elson
Director and Edgar S. Woolard, Jr., Chair in Corporate Governance

John L. Weinberg Center for Corporate Governance


8:45 - 9:30 am
Opening Address:
The Honorable Jack B. Jacobs, Justice, Delaware Supreme Court


9:30 - 10:45 am Panel 1: "Director Fiduciary Duties in Compensation Decisions"

This panel will explore recent legal developments affecting boards' decisions and fiduciary duties  relating to executive and director compensation, including claims against directors on  say-on-pay votes, and claims that proxies inadequately disclose pay practices. Issues and developments in this area include: (i) duty of loyalty in board decision making in the director compensation area as discussed in Seinfeld v. Slager; (ii) special compensation from shareholder activists to their director nominees; (iii) alleged excessive director compensation; (iv) the independence of compensation committee advisors in light of new SEC rules; (v) suits to enjoin annual meetings due to inadequate disclosure of executive and director compensation; and (vi) suits relating to failed say-on-pay votes. The panel also will provide practical tips on how to best position the board and the company as decisions are made and proxy disclosures are approved in anticipation of such  litigation.

Moderated by Rolin P. Bissell, Partner, Young Conaway Stargatt & Taylor, LLP

Panel:
  • Anthony J. Horan, Corporate Secretary, JP Morgan Chase & Co.
  • Arthur H. Kohn, Partner, Cleary Gottlieb Steen & Hamilton LLP
  • The Honorable Sam Glasscock, III, Vice Chancellor, Delaware Court of Chancery
  • Robert J. Jackson, Jr., Associate Professor of Law and Milton Handler Fellow; Co-Director, Ira M. Millstein Center for Global Markets and Corporate Ownership, Columbia Law School
  • Amy Borrus, Deputy Director, Council for Institutional Investors
  • Daniel J. Ryterband, President, Frederic W. Cook & Co., Inc.
10:45 - 11:15 am
Refreshment Break

11:15 am - 12:30 pm
Panel 2: "When Bad Things Happen to Good Companies"

The panel will look at Caremark-type claims from the back end: when do these claims get made, and how should companies respond to them.  
 
When companies experience a large unexpected liability, at least some issues fall squarely within the domain of the board of directors and corporate secretary function and intersect with Delaware law.  In particular, companies in this unfortunate (but all too familiar) position may be faced with books and records demands under Delaware law, shareholder demands that boards bring action against alleged wrongdoers (perhaps including the directors themselves), and derivative actions seeking damages against directors and officers.  The panel will discuss the nature of these Delaware-based claims and the responses to these actions, including proper board process in addressing them, all of which will occur in the broader context of the company's overall response to the particular issue or issues from which the claims arose.

Moderated by Kevin R. Shannon, Partner, Potter Anderson & Corroon LLP

Panel:
  • Douglas K. Chia, Assistant General Counsel and Corporate Secretary, Johnson & Johnson
  • David B. H. Martin, Partner, Covington & Burling, LLP
  • The Honorable Jack B. Jacobs, Justice, Delaware Supreme Court
  • Stuart M. Grant, Co-founder and Managing Director, Grant & Eisenhofer P.A.
  • Nicole Sandford, Partner, Governance Services Practice Leader, Deloitte & Touche LLP
12:30 - 2:00 pm
Luncheon & Address
Charles M. Elson
Director and Edgar S. Woolard, Jr., Chair in Corporate Governance

John L. Weinberg Center for Corporate Governance


2:00 - 3:15 pm
Panel 3: "M&A Trends & Developments"

A panel of experienced practitioners, including a corporate secretary, will discuss the latest M&A deal developments in the context of recent Delaware and other cases, including issues surrounding nondisclosure agreements and standstill agreements and continuing disclosure issues regarding projections and financial advisor disclosure, as well as the state of the art in deal protection devices. This panel will also discuss some of the current M&A strategies as well as some recent Delaware law changes and their expected impact.  

Moderated by David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz

Panel:
  • Honorable Leo E. Strine, Jr., Chancellor, Delaware Court of Chancery
  • Mark A. Morton, Partner, Potter Anderson, & Corroon LLP
3:15 - 3:45 pm Refreshment Break

3:45 - 5:00 pm Panel 4: "Federal and State Judicial Developments and Private Litigation"

Over the past several years M&A litigation has increased dramatically. In addition, M&A litigation is increasingly pursued in multiple jurisdictions: usually the target's state of incorporation and the state in which its principal place of business is located. The panelists will discuss a number of topics impacting stockholder litigation, including judicial treatment of corporate responses to multi-jurisdictional litigation, such as exclusive forum charter and bylaw provisions. The panelists will also discuss recent developments in state and federal corporate and securities class action practice and derivative litigation, including decisions impacting issues such as plaintiffs' standing, class certification and decisions impacting the availability of certain remedies and damages. The panelists will address important cases that provide guidance to directors and officers in the M&A context.

Moderated by Karen L. Valihura, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Panel:
  • Joseph S. Allerhand, Partner, Weil, Gotshal & Manges LLP
  • The Honorable Myron T. Steele, Chief Justice, Delaware Supreme Court
  • Mark Lebovitch, Partner, Bernstein Litowitz Berger & Grossmann LLP
  • Darla C. Stuckey, Senior Vice President - Policy & Advocacy, Society of Corporate Secretaries and Governance Professionals
5:00 - 5:15 pm
End of Day Remarks

5:30 - 6:30 pm
Networking Reception
Welcome from the Honorable Jeffrey W. Bullock

6:30 - 9:00 pm Dinner & Keynote Address:  
The Honorable Myron T. Steele, Chief Justice, Delaware Supreme Court


Thursday, November 21, 2013

7:30 - 8:30 am Continental Breakfast

8:30 - 8:45 am
Welcome

Kenneth A. Bertsch
President & CEO

Society of Corporate Secretaries and Governance Professionals

Charles M. Elson
Director and Edgar S. Woolard, Jr., Chair in Corporate Governance

John L. Weinberg Center for Corporate Governance

8:45 - 9:30 am
Opening Address:
The Honorable J. Travis Laster, Vice Chancellor, Delaware Court of Chancery


9:30 - 10:45 am
Panel 5: "What To Do When An Activist Shareholder Comes Calling"
(Participants can click here for cases relevant to this panel.)

This panel will examine issues (legal and otherwise) that arise when an activist investor comes calling. The panel will touch on recent examples of shareholder activism, including at companies like Herbalife, Agrium, Hess, Yahoo!, Sony and others. The panel also will discuss what companies can do to prepare in advance before an activist shareholder appears on the scene.

Moderated by William M. Lafferty, Partner, Morris, Nichols, Arsht & Tunnell LLP

Panel:

  • Paul F. Washington, Senior Vice President, Deputy General Counsel & Corporate Secretary, Time Warner, Inc.
  • Charles M. Nathan, Partner and Senior Advisor, RLM Finsbury
  • The Honorable J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
  • Roy J. Katzovicz, Partner, Investment Team Member and Chief Legal Officer, Pershing Square Capital Management, L.P.
  • Daniel H. Burch, Chairman & Chief Executive Officer, MacKenzie Partners, Inc.
  • Joele Frank, Managing Partner, Joele Frank, Wilkinson Brimmer Katcher
10:45 - 11:15 am Refreshment Break

11:15 am - 12:30 pm
Panel 6: "Practical Tips on How to Keep the Board Out of Trouble"

This panel will cover the nuts and bolts for corporate secretaries
  • Discussion of minute taking and post-meeting follow-up
  • Board and committee presentations and communications
  • Considerations when litigation focuses on board process and records
  • Confidentiality issues concerning board materials
Moderated by Anne C. Foster, Director, Richards, Layton & Finger

Panel:
  • Margaret (Peggy) M. Foran, Chief Governance Officer, Vice President, and Corporate Secretary, Prudential Financial, Inc.
  • John F. Olson, Partner, Gibson, Dunn & Crutcher LLP              
  • Anne Sheehan, Director of Corporate Governance, California State Teachers' Retirement System (CalSTRS)
  • Pamela S. Tikellis, Partner, Chimicles & Tikellis LLP
12:30 - 12:45 pm
Closing Remarks

Kenneth A. Bertsch
President & CEO

Society of Corporate Secretaries and Governance Professionals

Charles M. Elson
Director and Edgar S. Woolard, Jr., Chair in Corporate Governance

John L. Weinberg Center for Corporate Governance

 

Hotel  Reservations:
 
The Society has reserved a block of rooms at the Courtyard Marriott Newark at the University of Delaware for the nights of Tuesday, November 19 and Wednesday, November 20, 2013 at the rate of $134 per night. For reservations, please call 302-737-0900 or 800-321-2211 and mention "Delaware Law Issues Update" to receive the negotiated rate. The Society's room block expires on Friday, November 1, 2013.  After that date, the hotel will continue to sell rooms at "rack" rates, if rooms are still available. In the event that the hotel is sold out, please click here for a list of alternate lodging.

Hotel address:
Courtyard Marriott Newark at the University of Delaware
400 David Hollowell Drive
Newark, DE 19716
302-737-0900 (phone)
302-737-0990 (fax)

Event and Meeting Location

University of Delaware's Clayton Hall Conference Center
100 David Hollowell Drive
Newark, DE  19716

Travel Information

  • For those traveling by train on Amtrak, you should come into the Wilmington, DE train station.
  • For those flying, you should arrange to come into the Philadelphia International Airport
Ground Transportation

  • From the train station, you can get a cab or arrange for a private car service, Road Runner Express at 302-426-9551.


Click here for sponsorship opportunities


Click here for the brochure in pdf format

Online registration is now closed. If you would like to attend the Delaware Law Issues Update in Newark, Delaware, you can register on-site at the University of Delaware's Clayton Hall Conference Center.


Click here for a downloadable registration form

John L. Weinberg Center for Corporate Governance

The Society and the Weinberg Center are grateful for the support received from the State of Delaware.

The State of DelawareState of Delaware
www.corp.delaware.gov

Delaware has been the premier state of formation for business entities since the early 1900s. Today, more than one million business entities have made Delaware their legal home. Although the number of entities organized in Delaware is impressive, even more important is the fact that so many large and important corporations whose shares are listed on major stock exchanges are incorporated in Delaware. Indeed, more than 60 percent of the Fortune 500 companies are incorporated in Delaware. But organization in Delaware is not only for U.S. entities—companies around the world can take advantage of Delaware's benefits.

Special Thanks to the Following Sponsors

Broadridge Financial Solutions, Inc.BoardVantage
www.boardvantage.com

F
or corporations that are looking to simplify shareholder management, efficiently navigate regulatory and compliance requirements and gain further shareholder insights, Broadridge offers a uniquely flexible and customizable program. Broadridge's proven and trusted technology and service structure provides corporations the only single-source solution for access to all shareholders, across a range of offerings -- including transfer agent solutions, proxy processing and annual meeting services -- and helps companies capture inherent efficiencies and opportunities from their entire shareholder base.
Broadridge Financial Solutions, Inc.Broadridge Financial Solutions, Inc.
www.broadridge.com/corporateissuer

F
or corporations that are looking to simplify shareholder management, efficiently navigate regulatory and compliance requirements and gain further shareholder insights, Broadridge offers a uniquely flexible and customizable program. Broadridge's proven and trusted technology and service structure provides corporations the only single-source solution for access to all shareholders, across a range of offerings -- including transfer agent solutions, proxy processing and annual meeting services -- and helps companies capture inherent efficiencies and opportunities from their entire shareholder base.
Corporation Service CompanyCorporation Service Company® (CSC®)
www.cscglobal.com

Corporation Service Company® (CSC®) provides business, legal, and financial services to many of the world's largest companies, law firms and financial institutions. Founded more than a century ago, our company is dedicated to making business easier, less risky, and more profitable, wherever it's done. We offer a solution for every phase of the business life cycle. CSC supports the work of the corporate secretary and in-house law department with registered agent, entity management, matter management, electronic billing, compliance, and global subsidiary management solutions.  For more information, please visit us at www.cscglobal.com or contact us at 800-905-6584.

Diligent Board Member Services, Inc.Diligent Board Member Services, Inc.
www.boardbooks.com

Over 2,800 boards and 58,000 directors, executives and administrators rely on Diligent Boardbooks® to speed and simplify how board materials are produced and reviewed. Providing the world's most widely used board portal, Diligent Board Member Services, Inc. has pioneered ease of use, stringent security and superior training and support since 2001. Diligent has help thousands of corporate secretaries achieve board acceptance and smoothly transition to a new board portal.

Skadden, Arps, Slate, Meagher & Flom LLPSkadden, Arps, Slate, Meagher & Flom LLP
www.skadden.com


Serving clients in every major international financial center, Skadden, Arps, Slate, Meagher & Flom LLP and affiliates is one of the leading law firms in the world, with 22 offices and approximately 1,800 attorneys. Our diversified practice enables us to offer solutions to the most challenging legal issues in virtually every area of corporate law, providing the specific legal advice clients need to compete most effectively in a global business environment. We represent approximately 50 percent of the Fortune 250 industrial and service corporations, as well as financial and governmental entities; small, entrepreneurial companies; and cultural, educational and charitable institutions, advising on a wide variety of high-profile transactions, regulatory matters, and litigation and controversy issues.
Wells Fargo Shareowner ServicesWells Fargo Shareowner Services
www.wellsfargo.com/shareownerservices

Since 1929, Wells Fargo Shareowner Services has been the stock transfer unit of Wells Fargo. Today, more than 850 issuers and their millions of shareowners benefit from our best-in-class service as illustrated by our consistent, top rankings in industry surveys. From our comprehensive transfer agency offerings to leading corporate actions capabilities, we expertly deliver the complete array of agency services available in the marketplace.

Thank You to the Following Organizations For Their Support of This Conference

ABA Business Law Section Corporate Governance Committee
Association of Corporate Counsel
The Conference Board
Deloitte
Directors & Boards
Global Proxy Watch
International Corporate Governance Network
KPMG
Millstein Center for Global Markets and Corporate Ownership, Columbia Law School
National Association of Corporate Directors