Keynote Speakers | Breakout Sessions | Plenary Sessions | Featured Panelists | Duke Faculty | Agenda | Conference Materials

Keynote Speakers

Steve Miller Chairman CEO Delphi Corporation

The Hon.Leo E.Strine Jr. Vice Chancellor Delaware Court of Chancery

Matthew Szulik President and CEO Red Hat

John Thain CEO NYSE

Steve Wallenstein Director, Duke Directors’ Education Institute Professor of the Practice of Law, Business and Finance Biography (pdf) | CV (pdf)

Plenary Sessions

• “How Boards Handle their Strategic and Compliance Duties to Achieve Business Success”
  Directors are being asked to work harder.  Each board must find the right balance between its strategic advisory responsibilities and oversight and monitoring duties to achieve business success. What is the board's proper role in setting and reviewing corporate strategy for new product introduction and IT initiatives, merger and acquisition activity, capital allocation and going private strategies?  What types of knowledge and resources are required for boards to meet their expanded responsibilities?  How do boards insure that they have the necessary information to address their roles as independent monitors, mediators and strategic advisors? 
  
• “Current Issues in Executive Compensation”
  This session focuses on the practical implications created by the SEC’s new compensation disclosure rules and outlines strategies for dealing with the development and board approval of effective CEO compensation packages.  Do the rules need to be revised to distinguish between current pay and long-term incentives?  What is the role of stock options? This session will also explore emerging best practices in working with compensation consultants and effective negotiation strategies when setting compensation for senior executives.
  
• “Responding to Shareholder Activism, Institutional Investors and Hedge Funds”
  Institutional investors’ influence is strong and growing. Hedge funds and institutional investors are acquiring large equity positions and lobbying for change.  Changes in proxy voting will give these investors even greater influence in the boardroom.  How should boards and companies deal with, and respond to, the agenda of these activist shareholders?  How can a board distinguish between constructive shareholder proposals and short-term efforts to boost stock price?  How much attention should boards pay to shareholder views on governance, strategy and executive compensation?  What is the proper allocation of power among shareholders, the board and management?
  
• “Managing the Liability Exposure of Directors”
  Practitioners will alert directors and officers to landmines that they might encounter in the new litigation environment.  Plaintiffs’ attorneys will describe strategies they typically use when suing corporations and their directors, as well as the forms of directorial behavior that make individual directors particularly inviting targets.  Defense counsel will describe measures that directors can take to control litigation risks and steps to take when litigation arises.  Representatives from major insurance underwriters will also describe the new realities of the insurance market.

Breakout Sessions

• “Analyzing Financial Reports: Current Financial Reporting Issues”
  This session will cover a number of current (and controversial) financial reporting issues, including accounting for business combinations, fair values in financial reporting, reporting uncertain tax positions, revenue recognition and postretirement benefits (including pensions).
  
• “Anatomy of a Crisis: Stock Option Backdating”
  What happened?  Why were these problems not detected by the company, its counsel, and its auditors?  How are companies reacting to the scandal?  What is the role of special committees, independent counsel, and independent consultants?  What are the legal consequences of these investigations?  Are directors protected?  What lessons have been learned?
  
• “Audit Committees Communications and Coordination with the Board”
  Key areas will be considered – such as risk management, IT governance, strategy and M&A – in which the audit committee’s oversight responsibilities may overlap with other committees.  How are boards aligning accountability in these areas?  How are audit committees improving their effectiveness and efficiency in a number of areas:  agenda setting/issue prioritization; making the most of audit committee meetings; setting expectations for management and auditors; and supporting the CFO.
  
• “CEO and CFO Retention and Succession”
  The tenure of the average CEO and CFO is getting shorter.  The implications at the board level are stark.  Directors need to spend more time thinking about succession strategies, searching for new CEO’s and CFO’s and negotiating compensation packages.  What are best practices at the board-level to respond to this new challenge, including strategies for development of internal CEO and CFO candidates, and choosing between internal and external candidates. 
  
• “Corporate Governance in Family Influenced Companies”
  Family companies with public shareholders may exhibit many of the characteristics of any family business.  Roles – as family member, equity owner, corporate director, or participant in business management or operations – may overlap, while tensions within the family itself may be reflected in decisions that formally concern the business or its ownership structure.  What are the best practices for governance when a public company is identified with a family? What functions do independent directors serve? How should independence be defined in this context?
  
• “Enlightened Self-Interest:  The Ethical Well-Being of Your Company”
  Corporate ethical issues are often managed by exception, usually after an incident has occurred.  Are boards subject to ethical obligations that transcend their legal obligations?  What is the source of, and how to define, ethical norms?  How to address ethical concerns about environmental issues, working conditions and the interests of local communities and other stakeholders. Determine actions you can take to reconcile good ethics and business interests.
  
• “Going Private Transactions and the Role of the Board of Directors”
  What are some of the major issues in going private transactions?  How much influence should management have in the process?  How should boards structure investment banking relationships?  The session will address a hypothetical going private transaction.  What is the role of the special committee and when should a board appoint a special committee?  Can counsel to the Company continue to work for the special committee?
  
• “New Products and Approaches for Director Liability”
  This panel will review policy and coverage options, new product offerings, coverage of non-fraud restatements, insurer rescission actions on policy severability clauses, and use of special litigation committees in derivative suits.  This panel will examine hidden issues and offer key insights to help insulate company directors and discuss how D&O insurance can cover these unforeseen contingencies.
  
• “Global Race for Talent: Implications for Corporate Strategy”
  The Offshoring Research Network (ORN) project, now in its 4th year, tracks the offshoring strategies, experiences and future plans of corporations. ORN was initiated at the Center for International Business Education and Research (CIBER) at Duke University Fuqua School of Business and now involves eight University partners in Europe and Asia. A major finding of the 2006 survey has been the emergence of a global race for engineering and science talent. The session will explore the implications for internationalization of corporate innovation strategies and the challenges companies face recruiting, managing and retaining science and engineering talent in three world regions - Eastern Europe, Latin America and East Asia (China and India). 
  
•  “What Directors Must Know About Financial Reporting”
  This session will cover financial reporting from the perspective of a board member who is not a member of the audit committee but who would like to understand the fundamentals of financial statements.  Particular attention will be given to the role of judgments and estimates in the preparation of financial statements and to elements that require significant judgment, including revenues, fair values, accounts receivable, loss contingencies and asset impairments/restructuring charges.  

Featured Panelists

• Jacob Blass
  President, Ethical Advocate
• Bob Bostrom
  Executive Vice President and General Counsel, Freddie Mac
• Catherine Bromilow
  Partner, Corporate Governance Practice, PricewaterhouseCoopers
• Jennifer Fahey
  Managing Director, AON Financial Services Group
• Peggy Foran
  Senior Vice President of Corporate Governance, Pfizer Inc
• Robert Friedman
  Senior Managing Director, The Blackstone Group
• Peter Gillon
  Greenberg & Traurig
• Rockell Hankin
  Vice Chairman, Semtech Corporation
• Janet Hill
  Director, Sprint Nextel and Wendy’s International
• George Krouse
  Partner, Simpson Thacher & Bartlett
• Patrick McGurn
  Senior Vice President, Institutional Shareholder Services
• Robert Mundheim
  Chairman, Quadra Realty Trust, Director, eCollege.com
• Chuck Noski
  Director, Microsoft & Morgan Stanley
• Steven Schatz
  Partner, Wilson, Sonsini, Goodrich & Rosati
• Robert Scheier
  PricewaterhouseCoopers
• David Schwarz
  Partner, Irell & Minella
• Eric Shube
  Partner, Allen & Overy
• Damon Silvers
  Associate General Counsel, AFL-CIO
• Leonard Simon
  Of Counsel, Lerach Coughlin Stois Gellar Rudman & Robbins
• Edward Smith
  Executive Director, KPMG
• David Swinford
  President and CEO, Pearl Meyer & Partners
• Philip Truesdale
  Genpact
• John Wilcox
  Senior Vice President and Head of Corporate Governance, TIAA-CREF

Duke Faculty

• Michael Bradley
  F.M. Kirby Professor of Investment Banking, The Fuqua School of Business
  Professor of Law, Duke School of Law
• Jeffrey C. Coyne
  Senior Lecturing Fellow, Duke School of Law
• James Cox
  Brainerd Currie Professor of Law, Duke School of Law
• Deborah DeMott
  David F. Cavers Professor of Law, Duke School of Law
• Jennifer Francis
  Douglas and Josie Breeden Doctoral Professor of Accounting
  Senior Associate Dean for Faculty, The Fuqua School of Business
• Raymond Groth
  Adjunct Professor, The Fuqua School of Business
• Robert Hart
  Senior Lecturing Fellow, Duke School of Law
• Tom Keller
  Professor Emeritus, The Fuqua School of Business
• David Levi
  Dean, Duke School of Law
• Arie Y. Lewin
  Professor of Strategy and Director of CIBER, The Fuqua School of Business
• Katherine Schipper
  Thomas F. Keller Professor of Accounting, The Fuqua School of Business
• Stephen Wallenstein
  Founder and Program Director, Directors’ Education Institute
  Professor of the Practice of Law, Business & Finance, The Fuqua School of Business, Duke School of Law
• M. Holland West
  Executive Director, Duke Global Capital Markets Center

2007 Agenda

Wednesday, November 7, 2007
6:00 – 7:30 pm	Cocktail Reception –The Fuqua School of Business
7:30 – 9:00 pm	Reception with Keynote Speaker – The Fuqua School of Business Host: Senior Associate Dean Jennifer Francis , The Fuqua School of Business Welcoming Remarks: Stephen Wallenstein, Faculty Director – DEI Keynote Address: Steve Miller – Chairman and Former CEO, Delphi Corporation
Thursday, November 8, 2007
7:00 – 8:00 am	Registration / Buffet Breakfast – Fox Student Center
8:00 – 8:10 am	Introduction: Stephen Wallenstein, DEI
8:10 – 9:00 am	Keynote Address: Matthew Szulik, President and CEO, Red Hat
9:00 – 10:20 am	How Boards Handle their Strategic and Compliance Duties to Achieve Business Success Moderator:  John Wilcox – TIAA-CREF Panel Participants: Rex Adams - INVESCO Rockell Hankin – Semtech Corporation Steve Miller – Delphi Chuck Noski – Microsoft, Morgan Stanley
10:20 – 10:40 am	Break
10:40 – 12:00 pm	Breakout Sessions Anatomy of a Crisis:  Stock Option Backdating Catherine Bromilow – PricewaterhouseCoopers Joel Feuer – Gibson, Dunn & Crutcher LLP Rockell Hankin – Semtech Corporation Linda Lacewell – Assistant Attorney General, New York William Sherman – Morrison & Foerster CEO and CFO Retention and Succession Janet Hill – Wendy’s International Spencer Stuart Rep David Swinford - Pearl Meyer & Partners What Directors Must Know About Financial Reporting Jennifer Francis – The Fuqua School of Business Katherine Schipper – The Fuqua School of Business
12:00 – 1:00 pm	Lunch – Washington Duke Inn
1:00 – 2:20 pm	Breakout Sessions Analyzing Financial Reports: Current Financial Reporting Issues Katherine Schipper – The Fuqua School of Business Jennifer Francis – The Fuqua School of Business Anatomy of a Crisis:  Stock Option Backdating Catherine Bromilow – PricewaterhouseCoopers Joel Feuer – Gibson, Dunn & Crutcher LLP Rockell Hankin – Semtech Corporation Linda Lacewell – Assistant Attorney General, New York William Sherman – Morrison & Foerster Corporate Governance in Family Influenced Companies Deborah DeMott – Duke School of Law Ray Groth – The Fuqua School of Business Robert Mundheim – Shearman & Sterling LLP Enlightened Self-Interest: The Ethical Well-Being of Your Company Jacob Blass – Ethical Advocate Bob Bostrom – Freddie Mac Pat McGurn - ISS John Wilcox – TIAA-CREF
2:20 - 2:30 pm	Break
2:20 – 3:50 pm	Shareholder Activism, Institutional Investors and Hedge Funds Moderator:  Stephen Wallenstein - DEI Panel Participants: Robert Friedman – The Blackstone Group George Krouse – Simpson Thacher & Bartlett Pat McGurn – ISS The Hon. Leo E. Strine, Jr. – Delaware Court of Chancery
3:50 – 4:00 pm	Break
4:00 – 5:00 pm	Introduction:  Stephen Wallenstein, DEI Keynote Address: John Thain, CEO, NYSE
6:00 – 7:00 pm	Cocktail Reception – Washington Duke Inn
7:00 – 9:00 pm	Dinner with Keynote Speaker – Washington Duke Inn Host: Dean David Levi, Duke School of Law Keynote Address: The Hon. Leo E. Strine, Jr. – Vice Chancellor, Delaware Court of Chancery
Friday, November 9, 2007
7:00 – 8:00 am	Continental Breakfast
8:00 – 8:05 am	Welcome and Introduction – M. Holland West – Executive Director, GCMC
8:05 – 9:15 am	Managing the Liability Exposure of Directors Moderator:  Michael Bradley – The Fuqua School of Business Panel Participants:    Jennifer Fahey – AON Risk Services Steve Schatz – Wilson Sonsini Goodrich & Rosati David Schwarz – Irell & Manella Leonard Simon – Lerach Coughlin
9:15 – 10:30 am	Breakout Sessions Audit Committee Effectiveness Rex Adams – INVESCO Bob Bostrom – Freddie Mac Chuck Noski – Microsoft and Morgan Stanley Edward Smith - KPMG New Products and Approaches for Director Liability Jennifer Fahey - AON Steve Schatz – Wilson Sonsini Goodrich & Rosati David Schwarz – Irell & Minella Leonard Simon – Lerach Coughlin Going Private Transactions and the Role of the Board of Directors Robert Friedman – Blackstone Group Robert Mundheim – Shearman & Sterling LLP Eric Shube – Allen & Overy LLP The Hon. Leo E. Strine, Jr. – Delaware Court of Chancery Global Race for Talent: Implications for Corporate Strategy Peggy Foran - Pfizer Arie Lewin – The Fuqua School of Business Cisco Board Member PricewaterhouseCoopers Representative
10:30 – 10:45 am	Break
10:45 – 12:00 pm	Current Issues in Executive Compensation Moderator:  Robert Mundheim – Shearman & Sterling LLP Panel Participants: William Sherman – Morrison & Foerster Eric Shube – Allen & Overy LLP Damon Silvers – AFL-CIO David Swinford – Pearl Meyer & Partners
12:00 – 12:10 pm	Concluding Remarks – Stephen Wallenstein – Faculty Director, DEI
12:10 – 1:30 pm	Closing Lunch

Conference Materials

• Anatomy of a Crisis – Stock Option Backdating
• Audit Committee Effectiveness
• Board Leadership and Communication with Management
• Board's Role in Crisis Management
• Corporate Governance in Family Influenced Companies
• Current Issues in Executive Compensation
• Enlightened Self-Interest: The Ethical Well-Being of Your Company
• Global Race for Talent: Implications for Corporate Strategy
• Going Private Transactions and the Role of the Board
• How Boards Handle Their Strategic and Compliance Duties to Achieve
  Business Success
• Managing the Liability Exposure of Directors
• Recent Trends and Developments in Corporate Governance
• Shareholder Activism, Institutional Investors and Hedge Funds

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