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Board Special Committees & Investigations

Classroom
April 11, 2018
Wilmington, DE


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Member Price: $40
Non-Member Price: $60

Location and Time

 

University and Whist Club of Wilmington
805 North Broom Street
Wilmington, DE 19806

7:30 a.m. Registration and Breakfast

8:00 a.m. Program

9:00 a.m. Networking



Speaker Spotlight

 

Chief Justice Myron T. Steele

Myron T. Steele is a partner in Potter Anderson & Corroon's Corporate Group. He is the former Chief Justice of the Supreme Court of Delaware. Previously, he served as a Judge of the Superior Court and a Vice Chancellor of the Delaware Court of Chancery after eighteen years in private litigation practice. He has presided over major corporate litigation and LLC and limited partner governance disputes, and writes frequently on issues of corporate document interpretation and corporate governance. Chief Justice Steele has published over 400 opinions resolving disputes among members of limited liability companies, and limited partnerships, and between shareholders and management of both publicly traded and close corporations. He speaks and writes frequently on issues of corporate document interpretation and corporate governance. His thesis for the LL.M. degree, Judicial Scrutiny of Fiduciary Duties in Delaware Limited Partnerships and Limited Liability Companies, focused on the application of common law fiduciary duties within the contractual framework of alternative business organizations. It was published in the Delaware Journal of Corporate Law (32 Del. J. Corp. L. 1 (2007)). The November 2005 issue of The Business Lawyer included an article he co-authored with Sean J. Griffith entitled On Corporate Law Federalism: Threatening the Thaumatrope (61 Bus. Law. 1 (2005)). He co-authored an article with J. W. Verret entitled Delaware’s Guidance: Ensuring Equity for the Modern Witenagemot published in the Fall 2007 issue of the Virginia Law & Business Review (2 Va. L. & Bus. Rev. 188 (2007)). That article formed the basis for a keynote speech to the Business Law Section at the 2007 ABA Annual Meeting. For the last ten years he served as judicial advisor to the Mergers and Acquisitions Committee of the ABA Business Law Section. He also coauthored an article entitled “Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies" (46 Am. Bus. L.J. 221 (Summer 2009)) and an essay entitled “The Moral Underpinning of Delaware’s Modern Corporate Fiduciary Duties" (26 Notre Dame J.L. Ethics & Pub. Pol’y 3 (2012)). Chief Justice Steele served as Adjunct Professor of Law at University of Pennsylvania Law School from 2009–2013; University of Virginia Law School 2010–2017; and Pepperdine University Law School 2010–2014.

William M. Lafferty

Bill is a member of the Corporate & Business Litigation Group at Morris, Nichols, Arsht & Tunnell LLP. He has spent more than 25 years focusing on Delaware corporate and commercial litigation, with an emphasis on cases involving mergers and acquisitions, proxy contests and consent solicitations, and shareholder class and derivative actions. His litigation practice concentrates on cases pending in the Delaware Court of Chancery and Delaware Supreme Court as well as matters in the federal court both in Delaware and in other jurisdictions. He also advises corporate clients and boards of directors with respect to litigation and transactional matters including representations of special negotiating committees, shareholder demand review committees, and special litigation committees. Bill has acted as lead or co-counsel in numerous significant litigations involving Delaware corporate law issues, including companies such as Abbott Laboratories, NRG Yield, Tory Burch LLC, eBay, Inc., Berkshire Hathaway, Inc., Google Inc., Facebook, Inc., Caremark CVS, Inc., Air Products and Chemicals, Inc., Regal Entertainment Group, TiVo, Bristol Myers Squibb, Shire, AbbVie, Walgreens, Caesar’s Entertainment, Comcast, Family Dollar, Freeport-McMoRan, Procter & Gamble, and United Technologies Corporation. Bill also has represented numerous private equity firms in litigations in Delaware arising from M&A transactions, including Texas Pacific Group, Francisco Partners, Apollo, KKR, Insight Venture Partners, Madison Dearborn, and Sun Capital Partners, Inc. He also has represented a number of investment banks in transactional matters and litigation. He is a Fellow to the American College of Trial Lawyers and serves as a member of the Advisory Board for the John L. Weinberg Center for Corporate Governance, Alfred Lerner College of Business & Economics, University of Delaware and the NYU School of Law Institute for Corporate Governance and Finance. Bill is the author of numerous articles on Delaware corporate law and contributed chapters on appraisal rights and inspection of corporate/partnership books and records to a five volume corporate law treatise. He frequently presents before business and professional audiences on Delaware corporate law, and has been a guest instructor at M&A law classes at the Harvard Law School, University of Pennsylvania, Stanford University, New York University and Penn State Dickinson School of Law. Bill is frequently recognized as a leading litigation attorney in Delaware. He has been named a Delaware Litigation Star by Benchmark Litigation. He has been described as an "extraordinary" litigator by Chambers USA: Guide to America’s Leading Lawyers, named a "Leading Lawyer" for his M&A litigation work in The Legal 500 US, and has been recognized as a leading Delaware litigator in Super Lawyers – Delaware, U.S. News & World Report/Best Lawyers and LawDragon’s 500 Leading Lawyers in America.

Rafael X. Zahralddin-Aravena

Rafael X. Zahralddin-Aravena is the chair of Elliott Greenleaf's National Commercial Bankruptcy and Restructuring practice and a founding shareholder of the Delaware office. Mr. Zahralddin is a business lawyer who concentrates his practice in the areas of commercial litigation, bankruptcy and creditors’ rights, entity formation, and international and comparative law. Mr. Zahralddin’s debtor representations have ranged from lead counsel for local Delaware businesses to Delaware local counsel and co-counsel to publicly traded companies. He has also been active in distressed mergers and acquisitions. He has represented debtors ranging from pharmaceutical divisions of two publicly traded and affiliated healthcare providers, to the largest flower distribution company in the United States to several multi-national theater companies. He has represented purchasers in bankruptcy sales as well, including the purchaser of substantially all the assets of one of the largest consulting, engineering, construction, remediation and facilities management companies in the country and a Mexican purchaser of the Mexican subsidiary of a privately held 11-facility printing company in liquidation. He has represented the official creditor’s committees in the bankruptcy cases of an automotive supply company supplying automotive OEMs in Europe and North America; a motor coach operator company; and a leading producer and marketer of fabricated aluminum products, alumna and primary aluminum. He has represented a variety of creditors in Delaware Bankruptcy Court, including landlords, trade creditors, government entities, preference defendants, secured lenders, indentured trustees and unofficial committees of bondholders. He has also represented a metals supply company; a telecommunications company; two of the world’s largest science based companies; and one of the world’s largest insurance companies, as creditors, in Chapter 11 and Chapter 7 cases nationally and, most recently, in the Second, Fourth, Sixth and Ninth Circuit Courts. He has also been independent counsel to debtors’ professionals with fee disputes in Federal Bankruptcy Court. Mr. Zahralddin has also represented a variety of technology companies, including several established multinational corporations, in commercial litigation, in disputes over licensing in bankruptcy court, in disputes involving privacy laws in bankruptcy court, and in preference actions. Mr. Zahralddin clerked for The Honorable Samuel L. Bufford of the United States Bankruptcy Court for the Central District of California. He was also a member of the founding faculty of and was promoted to the rank of Associate Professor of Law at Chapman University School of Law in Orange, California. He has held various leadership positions in the American Society of International Law and the American Bar Association. He was recently the Vice Chair of the Inter-American Law Committee in the Section on International Law and Practice. He is also a member of the American Bankruptcy Institute, the Delaware Bankruptcy Inns of Court and the United States Secretary of State Advisory Group on Private International Law, Transnational Insolvency Committee. He is actively involved in the Hispanic National Bar Association, where he is the Region IV Deputy Regional President. He was a player and board member of a four time national rugby championship rugby club and is active in local rugby where he runs the Philadelphia based club. He is a frequent speaker and most recently moderated a panel on privacy laws for the DuPont Minority Counsel Conference and was a panelist for the First World Credit & Collection Congress in Mexico City where he provided an overview of the United States Bankruptcy laws to credit managers from all over the globe. He has a B.S. degree in Architecture from the University of Virginia and a J.D. degree from the Widener University School of Law, where he served as an Articles Editor for the law review and was published as a law student. He is the author of numerous law review articles and has been published in various practice and trade periodicals. He received his LL.M in International and Comparative Law from Georgetown University Law Center where he was a Senior Writing Fellow. Mr. Zahralddin is also fluent in Spanish. He is admitted to practice in Delaware, Pennsylvania, California, the Third Circuit Court of Appeals, and the United States District Court for the District of Delaware.

Accreditation

 

1 Credit




Question about this Event?

Contact NACD Philadelphia Chapter P.O. 34374, Philadelphia, PA, 19101 phone: 610-640-5454 email: programs@philadelphia.nacdonline.org