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Board Special Committees & Investigations

Classroom
April 11, 2018
Wilmington, DE



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

Overview

 

With the onset of more public investigations, companies are increasingly choosing to undertake proactive internal investigations to uncover any corporate wrongdoing before it is leaked to the shareholders, media and / or general public. Who should serve on these investigative committees? What are best practices in this growing trend, and how can a company ensure that all parties are investigated fairly? How much involvement should in-house counsel have? What kind of legal counsel should the investigative committee acquire? And most importantly: How much authority should the independent committee have?

Join NACD Philadelphia Chapter in Wilmington as we hear from area experts and enjoy Delaware regional networking.

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.

Robert R. Craig

Bob has been leading Financial Technology companies for over 20 years as they develop products and leverage innovation in payments technology and regulation. At JPMorgan, he introduced the first Pay-By-Phone application with Pacific Bell, the first debit card application with Safeway stores and multi-currency pooling for global multinational companies. After running M&A at CoreStates Bank (now Wells Fargo), Bob started REMITCO and sold it to First Data, using image technology to process checks in the late 90’s and after 9/11 as part of the Patriot Act. In 2006, he took over Princeton eCom, an electronic billing and payments company serving the largest US banks and billers, after it was acquired by Online Resources (now ACI Worldwide) reporting to the Board Chairman. He served on the Board of the Electronic Funds Transfer Association from 2007-2011. In 2011, Bob was named CEO and Chairman of eDeposit, a virtual banking technology company. Bob next was Chief Revenue Officer of Fiserv’s Biller Solutions Division, managing over $400 million in annual revenue and over 300 associates. He is currently Chief Digital Officer of Walletron, a mobile payments company using the mobile technology inherent in the Apple and Android phones. Bob returned to his Wilmington roots after stints in New York, San Francisco, London and Denver. He graduated from the Tatnall School and has a BA from Lafayette College as well as many banking technology industry designations. He is married, has teenage boy/girl twins and enjoys many outdoor sports in any weather.

Hal Erskine

Erskine Financial Services (EFS) was created in 2014 by Hal Erskine, the founder and CEO of PartnersFirst, a credit card company that was widely praised by the media (Business Week) and industry analysts for its commitment to keeping rates steady, eliminating fees, and rigorously evaluating the risk of potential customers. Erskine managed the company from start-up through the sale of the portfolio and assets to First National Bank of Omaha in late 2013 and stayed to lead the portfolio conversion process through its completion in June 2014. Erskine founded PartnersFirst shortly after leaving Bank of America Card Services, which had acquired MBNA America in early 2006. He served as a Franchise Sales Executive for Bank of America, leading the call-center cross-selling efforts for the world’s largest credit-card issuer. In this role, he developed the business plan and managed a team responsible for working with BAC Deposit Call Centers to sell a pre-approved credit card to the bank’s 30MM deposit customers — a relationship-deepening strategy that was a key reason for Bank of America’s acquisition of MBNA. At MBNA, Erskine was a member of the bank’s Management Committee and held a variety of progressively more senior positions, including Sales Director, Director of Marketing, Director of Administration (Personnel, Law, and Facilities), Sector Director for the Sports, Co-Brand, and Professional market sectors, and Director of both Quality Assurance and Strategic Planning. Erskine came to MBNA from DuPont Pharmaceuticals where he had a successful sales career, tripling sales to $90MM+ between 1990 and 1992. He was also DuPont Pharmaceuticals’ Total Quality Director, reporting directly to the CEO, and was responsible for developing the company’s Malcolm Baldrige Award measures and program. A graduate of Clemson University with a degree in chemical engineering and an MBA from the Wharton School of Business at the University of Pennsylvania, Erskine has four children and lives in Wilmington, DE. Hal serves on the boards of the YMCA of Delaware and Junior Achievement of Delaware and has received leadership and lifetime achievement awards from Junior Achievement, MBNA, United Way of Delaware, Boy Scouts of Delaware, American Cancer Society, DuPont Merck, and DuPont Pharma.

Hon. Kelley B. Hodge

Hon. Kelley B. Hodge is Of Counsel at the law firm of Elliott Greenleaf, P.C. in Blue Bell, Pennsylvania. Ms. Hodge rejoined Elliott Greenleaf, P.C. after serving as the 25th District Attorney of Philadelphia, one of the largest prosecutor offices in the country. In 2017, Ms. Hodge was elected to serve as the District Attorney by the Board of Judges for the Court of Common Pleas for the First Judicial District. Upon her election, Ms. Hodge became the first African American woman to lead the District Attorney's office in its 167-year history and the first African American woman to lead a District Attorney's Office in the Commonwealth of Pennsylvania. Before becoming District Attorney, Ms. Hodge was the first independent Title IX coordinator at the University of Virginia, where she helped develop and implement sex and gender harassment policies across the University’s eleven campuses. Ms. Hodge oversaw numerous investigations to ensure University compliance with federal statutes and U.S. Department of Education’s Office for Civil Rights recommended guidance documents (“Dear Colleague” letters) issued in 2011 and 2014. Ms. Hodge also provided advisement and University –wide training on Title IX, the Violence Against Women Act (VAWA) and the Clery Act which included training thousands of students, administrators, faculty, staff, and employees as a component of the University’s prevention strategy through education and awareness. Ms. Hodge has also trained nationally on Title IX to the NCAA for future athletic directors for Division I programs and at national conferences held in 2016 and 2017 on Title IX compliance. As Title IX Coordinator, Ms. Hodge worked as the Executive Assistant to the President and alongside the University’s Office of General Counsel to advise on policy implementation, case analysis, reporting requirements, data collection and preservation of direct reporting documents for the University and the U.S. Department of Education’s Office for Civil Rights (“OCR”) as mandated by policy and by an active resolution agreement between the University and OCR. Prior to her tenure at the University of Virginia, Ms. Hodge had been appointed by former Governor Tom Corbett (PA) to serve as the Safe Schools Advocate under the Pennsylvania Commission on Crime and Delinquency, the state agency on crime prevention. As Safe Schools Advocate, Ms. Hodge oversaw the reporting and response to incidents of violence reported to have taken place in Philadelphia Public Schools, a school district of over 150,000 students, by working closely with the First Judicial District Juvenile and Adult Courts, local law enforcement, mental and behavioral health agencies, community-based agencies, Philadelphia City Council, Philadelphia District Attorney’s Office, Philadelphia Mayor’s Office and human relations agencies and national organizations that work to ensure civil rights are protected for marginalized or minority communities. Based on her expertise, Ms. Hodge was selected in 2013 to serve on a Pennsylvania Joint State Commission on Violence Prevention in the wake of the tragedy at Sandy Hook Elementary School in Connecticut and in 2014 she was appointed by the Governor to serve on the Interstate Compact for Juvenile Justice. Ms. Hodge has also presented at a training hosted by the Pennsylvania Governor’s Office for Homeland Security for School Resource Officers, local law enforcement, school administrators and staff on school safety and first responders. Ms. Hodge has extensive career as a seasoned litigator and a wealth of legal experience and expertise in criminal law, higher education law, elementary and secondary education, risk assessment and compliance, state and federal government policy advising and civil rights. She began her legal career as a public defender in Richmond, Virginia. Thereafter, she joined the Philadelphia District Attorney’s Office in 2004 and worked there for eight years as a trial attorney and supervisor. While at the District Attorney’s Office, she also taught as an adjunct professor of law at Drexel University. Ms. Hodge earned her law degree from the University of Richmond and earned her undergraduate Bachelor of Arts degree in Foreign Affairs and Spanish Language and Literature from the University of Virginia. Ms. Hodge is a Montgomery County native and currently serves on the Boards of Villanova Law School's Institute on Commercial Sexual Exploitation, the Community College of Philadelphia’s Center for Law and Society, and has been a past Board member of the Pennsylvania Innocence Project, which seeks to exonerate wrongfully convicted men and women.

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.

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