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The Denit Trust Challenges in Corporate Governance Series: The Role of Corporate Directors in a Corporate Crisis

Institute for Corporate Responsibility

Monday, October 21, 2013 from 5:30 PM to 7:00 PM (EDT)

The Denit Trust Challenges in Corporate Governance...

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The Institute for Corporate Responsibility (ICR) at the GW Business School is pleased to announce the next program in its ongoing series on Challenges in Corporate Governance.  The program will be sponsored jointly by ICR and C-LEAF, The Center for Law, Economics, and Finance at the GW Law School.  The program will focus on Corporate Directors’ role in a corporate crisis. Corporate Boards of Directors typically have several standing committees to deal with their fiduciary responsibility to oversee the financial reporting, risk management, CEO succession, CEO and senior management compensation, and corporate governance. Further, the Board as a whole typically addresses corporate strategy issues. However, when a crisis hits, the Board cannot rely on routine processes. Rather, the Board needs a more time sensitive and intense approach in order to react quickly and appropriately to the immediate issue. There is a wide range of possible crises - bankruptcy, significant enforcement actions or litigation, hostile takeovers, an international incident, and a host of other unexpected and unwanted events that the Board must address quickly and diligently.

Issues that will be addressed will include how a crisis  is escalated to the Board level, how the Board organizes to react to it, the pitfalls they may encounter, what type of outside advisors they may engage, and the impact of the crisis on the company overall. The panelists and moderator all have specific experience with respect to such crises and bring a range of corporate director, regulatory, and legal expertise. This program should be of particular interest to students of general business and of corporate and securities law.


The Honorable Cynthia A. Glassman, Senior Research Scholar at ICR
Cynthia Glassman served as an SEC Commissioner from 2002 to 2006, including Acting Chairman during the summer of 2005, and served as Under Secretary of Commerce for Economic Affairs from 2006 to 2009.  Currently, she is a Director of Discover Financial Services, where she serves on the Audit Committee, and Navigant Consulting, where she serves on the Nominating and Governance Committee and the Compensation Committee. She is a Trustee of the SEC Historical Society and is on the Advisory Board of C-LEAF. She has spent over 35 years in the public and private sectors focusing on financial services regulatory and public policy issues.  She has served on the Boards of the Federal Reserve Board Credit Union, the National Economists Club, Women in Housing and Finance, the Commission on Savings and Investment in America, and Hopkins House, a preschool for low income families.  She has written extensively on corporate governance, financial reporting, risk management and competitiveness issues. She speaks nationally and internationally before professional and business groups.


Alan Beller, Executive Director, Cleary Gottlieb Steen & Hamilton LLP
Alan Beller’s practice focuses on a wide variety of complex securities, corporate governance and corporate matters. Mr. Beller advises regularly senior officials of both U.S. and non-U.S. entities on these subjects, including in connection with SEC filings, corporate transactions and other corporate matters and public and private offerings of securities. Mr. Beller served as the Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission and as Senior Counselor to the Commission from January 2002 until February 2006. During his four-year tenure, Mr. Beller led the Division in producing the most far-reaching corporate governance, financial disclosure and securities offering reforms in Commission history. Among his accomplishments were the implementation of the corporate provisions of the Sarbanes-Oxley Act of 2002, the adoption of corporate governance standards for listed companies and the successful completion of comprehensive securities offering reforms.


John Olson, Founding Partner, Gibson, Dunn & Crutcher
John Olson represents business organizations in corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has acted as special counsel for boards of directors and board committees on governance issues and in assessing shareholder litigation, responding to business combination proposals and conducting internal investigations.  He has represented corporations, broker-dealer firms and individuals in Securities and Exchange Commission and other federal agency investigations and regulatory matters.  Mr. Olson is a member of the American Bar Association (ABA) Standing Committee on Government Affairs.  Mr. Olson served (2000 – 2005) as Chairman of the ABA Business Law Section's Committee on Corporate Governance, and as a member of the Presidential Task Force on Corporate Responsibility appointed by the President of the ABA.  Previously, he was Chairman of the ABA's Committee on Federal Regulation of Securities (1991-1995).  He is a member of the Executive Council of the Securities Committee of the Federal Bar Association.


Lawrence Trautman, Professional Corporate Director 
Larry Trautman is an entrepreneur (responsible for more than a dozen start-ups) and professional corporate director, having held numerous corporate directorships in publicly-traded and privately-owned corporations engaged in such diverse industries as dairy processing, financial services, franchising and fast food, mortgage banking, publishing, software and information technology, oil & gas, social media, and others.  He served as chairman of the committee of independent directors in the sale of Orange Julius, Inc. to International Dairy Queen.  As Senior Vice President of the New York-based investment banking firm Donaldson, Lufkin & Jenrette, he had a diverse corporate finance practice,  having sole client responsibility for the origination, negotiation and processing of $Hundreds of Millions of merger and acquisition transactions and public equity offerings for both traded and going-public situations.  His other transaction experience includes: venture capital, real estate, public finance, and private debt and equity placement.


Laura Unger, Special Adviser, Promontory
Laura Unger provides clients with strategic advice about matters relating to the SEC, regulatory and legislative process.  A former SEC Commissioner (and Acting Chairman) and Senate Banking Committee Counsel, Laura has unique insight into a wide range of challenges faced by clients. She also draws upon her public company board experience over the last decade to provide guidance and insight on governance and business. Laura's career at the Securities and Exchange Commission and on Capitol Hill spanned a decade and a half. Most recently, she served as the 78th member of the SEC and as Acting Chairman for six months. Prior to returning to the SEC, where she began her career in New York and later D.C. as an Enforcement Attorney, Laura worked for several years as Securities Counsel to the Senate Banking Committee. She left the government in 2002 and expanded her expertise by working as an on camera CNBC Regulatory Expert for a year, and as the Independent Consultant to JPMorgan Chase for six years as part of the Global Analyst Conflict Settlement. She has also served as an Independent Director on a number of public corporate boards over the last nine years.

Have questions about The Denit Trust Challenges in Corporate Governance Series: The Role of Corporate Directors in a Corporate Crisis? Contact Institute for Corporate Responsibility

When & Where

Tasher Great Room, GW Law Library
716 20th Street Northwest
Washington, D.C., DC 20052

Monday, October 21, 2013 from 5:30 PM to 7:00 PM (EDT)

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The Denit Trust Challenges in Corporate Governance Series: The Role of Corporate Directors in a Corporate Crisis
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