Corporate Governance – A Master Class 2012

February 15, 2012

Event| Corporate Transactions| Corporate & Chancery Litigation

The Dodd-Frank Act reflected a fundamental change in corporate governance, requiring new rules that will have a profound impact on public companies and the securities markets. Join our expert faculty as we discuss the changes that have already occurred and those yet to come.

Attendees will learn about:

  • Structuring and managing relations with external auditors, the new risk and compliance environment, and responsibilities for internal controls and how to fulfill them
  • Compensation committees’ “to-do” lists after the first round of say-on-pay
  • Boards and proxy contests – thinking about control and “short slate” contests
  • Delaware law developments
  • Enforcement initiatives: whistleblowers, insider trading initiatives, and the increased focus on individuals
  • Ethical issues: whistleblower rule, internal investigations, multiple representations and SEC cooperation

Richards Layton director John Mark Zeberkiewicz will speak on developments in Delaware state law, including:

  • What is the current state of poison pills and can boards “just say never”?
  • Does state law have a role in oversight of risk management and compensation design?
  • How far can you go in eliminating or avoiding fiduciary duties in corporations and in non-corporate entities?