TUESDAY AUGUST 23, 2011
12:30 - 2:00 PM EST
Join an experienced faculty as they explore the following questions that every company concerned being targeted by activist investors should ask of its Board, including:
- Is the Board lacking sufficient industry expertise?
- Is the Board lacking the necessary competencies among its members?
- Is the Board sufficiently independent?
- Do the Board members have little or no stake in the company?
- Can the Board's compensation be perceived as excessive?
- Are the Board's chairman and CEO roles combined?
- Is there an unusually low turnover among Board members?
- Does the Board have a record of failing to heed the will of its shareholders?
- Does the Board have a record of facilitating its own entrenchment?
- Does the Board have a record of failing to hold management accountable?
Chris Cernich - Director of M&A and Proxy Contest Research, Institutional Shareholder Services Inc. (ISS), oversees analyses and vote recommendations for high profile and contentious mergers and proxy fights globally. Prior to joining ISS, Chris was Director of Mergers & Acquisitions and Quantitative Analysis at Proxy Governance, Inc., another proxy advisory firm. His previous management experience includes eight years in corporate finance and strategy at the Ford Motor Company. Chris is also the chief author of two studies sponsored by the IRRC Institute: "The Effectiveness of Hybrid Boards" (2009), which examined the impact of shareholder activism on corporate financial performance and "Compensation Peer Groups at Companies With High Pay" (2010), which examines systemic bias in compensation benchmarking processes at S&P 500 companies. Chris holds an MBA from the University of Michigan in Finance and Strategy.
Keith E. Gottfried – Partner, Blank Rome LLP, advises clients with respect to public company matters, including mergers and acquisitions, securities regulation, corporate governance, shareholder activism, and NYSE and Nasdaq compliance. Keith also advises clients in connection with proxy contests and other contests for corporate control as well as vulnerability assessments and the implementation of stockholder rights plans and other types of defensive strategies.
Paul Schulman — Senior Vice President, MacKenzie Partners, Inc., primarily advises clients on shareholder engagement and proxy solicitation strategies in proxy contests, mergers & acquisitions, corporate financings and restructurings. He also counsels clients on governance and compensation issues and activist issues. Over the course of his career, Paul has worked on over 100 contested solicitations, representing companies, limited partnerships, shareholder groups, activist institutions and hedge funds.
Click here to register online.
Posted by David Schatz