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Delaware Law Issues Update

Issues Update 2014


Wednesday, November 19 - Thursday, November 20, 2014

Agenda Detail

Please note: Online registration is now closed, but you can still register onsite at the University of Delaware. Save time and fill out the registration form to bring with you.

A legal program for in-house and outside counsel with corporate board topics for corporate secretaries, governance specialists, investors and consultants. Sponsored by the Society and The John L. Weinberg Center for Corporate Governance at the University of Delaware, in partnership with the State of Delaware.

Why You Should Attend:
This year's Delaware Law Issues Update will feature six panels focusing on recent developments in case law affecting Delaware and other states, and related governance issues. Distinguished speakers, including Delaware Justices and members of the Court of Chancery, members of the defense and plaintiffs' bar, corporate secretaries and governance specialists, will give best practice guidance on how to strengthen boards and avoid litigation.

•  Luncheon address by Richard D. Parsons, Senior Advisor, Providence Equity Partners, and former Chairman and CEO of Time Warner and former Chairman of Citigroup;
•  The Honorable Jeffrey W. Bullock, Delaware Secretary of State will attend the Networking Reception and deliver brief comments;
•  Conference dinner will feature an interactive conversation with the Honorable Leo E. Strine, Jr., Chief Justice of the Delaware Supreme Court.

What You Will Learn:
•  Shareholder activism - how to prepare for and how to advise the board during and after an activist intervention
•  Recent case law on the use of poison pills
•  How to deal with dissident directors on the board
•  Legal developments affecting boards' decisions and fiduciary duties relating to executive and director compensation and related governance issues
•  Practical tips on how to best position the board and the company as proxy disclosures are written and approved
•  Developments in M&A cases, and what boards need to consider in the context of fiduciary duty, including the board's responsibility with regard to advisor conflicts and appraisal rights cases
•  Developments in connection with exclusive forum, fee-shifting and arbitration bylaws
•  Confidentiality issues concerning board materials and dissident directors
•  Potential pitfalls in use of board portals, minute taking and post-meeting follow-up
•  Books and records and other shareholder demands under Delaware law

Who Should Attend:
Corporate secretaries, in-house and outside counsel, and governance professionals, investors and 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.

Continuing Legal Education Credits:
Many states regularly grant continuing legal education credits to attendees of Society programs. The Society will file for CLE credits based on the information registrants include on their registration forms. Please be advised that CLE approval notices are not always received prior to the conference.

Hotel Accommodations:
A block of rooms have been reserved at the Courtyard Marriott Newark at the University of Delaware for the nights of Tuesday, November 18 and Wednesday, November 19 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 room block expires on Friday, October 31. After that date, the hotel will continue to sell rooms at "rack" rates, if rooms are still available.

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)

Alternative Hotel:
In the event the Courtyard Marriott Newark at the University of Delaware is sold out, the Society also has a block of rooms at Embassy Suites.

Embassy Suites
654 S College Avenue
Newark DE 19713

rate $159 single/double
Rooms will be held until October 27, 2014 or until rooms sell out.

The Society is offering Delaware Law Issues Update registrants complimentary transportation to/from the Wilmington DE or Newark DE train station and the Courtyard Marriott, Embassy Suites or Clayton Hall in Newark DE during the conference dates. Reservation information will be available shortly.

Click here for a downloadable registration form.
Click here for a downloadable brochure.

Program Partner

State of DelawareState of Delaware

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.Broadridge Financial Solutions, Inc.
51 Mercedes Way, Edgewood, NY 11717
Phone: 800-353-0103

For corporations that are looking to simplify shareholder management, efficiently navigate regulatory and compliance requirements and gain further insights about their shareholders, Broadridge offers a uniquely flexible and customizable shareholder 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 comprehensive transfer agent solutions, data services, proxy processing and  annual meeting services. Broadridge provides issuers with the technology, data and expertise to capture inherent efficiencies and opportunities from their entire shareholder base.
Corporation Service CompanyCorporation Service Company (CSC)
2711 Centerville Road, Wilmington, DE 19808
Phone: 800-927-9800

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.
RR Donnelley Financial ServicesRR Donnelley Financial Services
255 Greenwich Street, New York, NY 10007
Phone: 212-341-7593

RR Donnelley Financial Services is the preferred global provider of financial disclosure solutions, helping our clients efficiently meet their regulatory obligations and streamline their SEC reporting process.  With a global network of service professionals and innovative technology, RR Donnelley is uniquely positioned to assist companies with all of their financial communications needs.
Skadden, Arps, Slate, Meager & Flom LLPSkadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square, 920 N. King Street, Wilmington, DE 19801
Phone: 302-651-3000

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 23 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.

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

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