Directors’ College, NACD Hold Program for General Counsels
By Katie Vloet
May 24, 2013
Directors, general counsels, and senior executives of U.S. businesses were given practical guidance about navigating an increasingly challenging global business landscape at a program presented this week by the Directors' College for Global Business and Law at the University of Michigan Law School and the National Association of Corporate Directors (NACD).
The Effective General Counsel in the Boardroom, a one-day (May 20) workshop in New York, was designed to help mold the unique skills, business knowledge, leadership capabilities, and breadth of experience of top legal officers so they can serve as better strategic assets in the boardroom, said Vikramaditya Khanna, the William W. Cook Professor of Law at Michigan Law and the director of the Directors’ College.
Khanna began talking with the NACD about a year ago about a possible collaboration with the Directors’ College, and the two organizations discussed the increased interaction between general counsels and corporate boards. "There are four trends we decided to address: An increase in regulation and compliance issues, the increase in globalization in business, the increase in shareholder activism, and future practices around emerging issues including cyber-risk and intangible assets.
"Just with globalization, for example, you’re interacting with businesses from all over the world and doing business in countries where the laws are different, and the cultures are often different. Addressing the differing rules and regulations between just two countries is challenging, but for many global businesses this can often be between 20 or more countries," Khanna said.
The program included panel discussions to address that topic, as well as cyber-risk, shareholder engagement, the general counsel’s role during a crisis, and more.
Nearly 100 people attended the event, the first partnership between the Directors’ College and the NACD. The workshop was presented in conjunction with the Association of Corporate Counsel.
Panelists included William Roskin, director of Martha Stewart Living Omnimedia, Sony Corp.; Charles Duross, '96, deputy chief of the Foreign Corrupt Practices Act Unit at the U.S. Department of Justice; David Katz, a partner at Wachtell Lipton; William Marcoux, '81, a partner at DLA Piper; Adam Pritchard, the Frances and George Skestos Professor of Law and an expert on corporate and securities law; Timothy Dickinson, '79, partner, Paul Hastings; Tom Sager, senior vice president and general counsel, E. I. Du Pont de Nemours and Company; George Stansfield, general counsel, AXA Group; Anastasia Kelly, co-managing partner-Americas at DLA Piper and former executive vice president, general counsel, and chairman of AIG, director at Owens-Illinois and Huntington-Ingalls; Stephen Yslas, former general counsel and company secretary at Northrop Grumman; and more.
Andrew J. Sherman, a partner at Jones Day, gave the keynote address about "The Fiduciary Duty and Role of the GC in Evaluating and Leveraging Intangible Assets."
Khanna and Erin Essenmacher, the director of education at NACD, both received positive feedback from attendees. "We wanted to address some of the most pressing issues for GCs and board, and to do it in a way that helped the GCs to understand the board’s role and concerns in those areas," said Essenmacher, who earned her BA from U-M in 1997. "It was a good fit. Attendees told us that the slate topics really resonated with their concerns, and that we offered a robust and good balance of topics."
The 2014 calendar for the NACD events has not been decided, said Essenmacher, but the organization is interested in pursuing more such joint programs with the Directors’ College. "Both in terms of level of attendance and the quality of the program, we would consider the inaugural workshop a huge success," she said.
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