On-Demand Video
CC

Corporate Governance 2022


  • City:
  • Start Date:2022-07-19 20:00:00
  • End Date:2028-07-19 20:00:00
  • Length:
  • Level:Various
  • Topics:Government

$249.00 ["ProPass"]

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Overview

Join a panel of distinguished practitioners, former regulators, and economic and insurance professionals for a timely discussion of corporate governance topics and trends.  

The panel will discuss key differences between Pennsylvania and Delaware law; hot topics in corporate governance, including ESG matters, as well as trends in securities and derivative litigation settlements.  

The program will also feature an update on SEC regulatory and enforcement activities by Kelly L. Gibson, former acting Deputy Director of the SEC’s Division of Enforcement and leader of the SEC’s nationwide Climate and ESG Task Force and Jeff Boujoukos, former director of the SEC’s Philadelphia Regional Office.  

The program will also include an ethics component addressing attorney-client privilege issues in the corporate governance setting.       

All attendees will receive the course book as a digital download. Course materials are not available for separate purchase but a printed copy is available to attendees for $40. If you wish to purchase the printed version of the course book, please call PBI Customer Service at 800-932-4637.

Recorded in July 2022.

Faculty

Laura McNally Esq.

Ms. McNally is a partner at Morgan, Lewis & Bockius, LLP. Her practice focuses on defending clients in class and individual actions brought under federal and state securities law, challenges to mergers and acquisitions, derivative suits, and appraisals. She also represents clients in investigations by the US Securities and Exchange Commission (SEC). Ms. McNally has successfully argued motions to dismiss federal securities fraud class actions, examined expert witnesses in multiple trials, and has led the trials of appraisal actions in Delaware Chancery Court. In addition to her law degree, Ms. McNally has a Masters in economics with a specialization in law and finance, and has taught undergraduate economics at Temple University. She uses her economics background to analyze damages and causation issues, and she works closely with economic experts in her cases.

John Reed Esq.

Mr. Reed is a partner in the Wilmington, Delaware office of DLA Piper LLP (US), a full-service AmLaw 100 and Global 100 law firm with offices in more than 40 countries.  He has more than 25 years of experience successfully litigating cases before the Delaware Court of Chancery and the Delaware Supreme Court, the nation’s preeminent courts for resolving corporate disputes.  Mr. Reed usually serves as lead counsel and his national practice involves the counseling and representation of corporations, boards of directors, individual officers and directors, special board committees and large investors with regard to all aspects of business law, including class actions and derivative breach of fiduciary duty claims, corporate control disputes, merger and acquisition litigation, actions involving the interpretation of charter provisions and bylaws, actions by directors/officers seeking advancement/indemnification, stockholder appraisal actions, stockholder requests for books and records, internal corporate investigations, litigation arising out of transactions involving subsidiaries, tender offers, asset sales, capital restructurings, stockholder meetings and votes, dissolutions, bankruptcy/insolvency considerations, corporate reporting and compliance programs and other matters involving corporate law and governance and the interpretation and enforcement of the Delaware General Corporation Law.  Mr. Reed is a former Deputy Attorney General and, in that capacity, served as General Counsel to two Delaware Cabinet Secretaries.  He is a frequent lecturer and author, and has served as a member of official State of Delaware Delegations promoting Delaware corporate law throughout the world.  Mr. Reed received his B.A. from Villanova University and his J.D., cum laude, from Widener University School of Law.  He is admitted to practice law in the State of Delaware and the Commonwealth of Pennsylvania.

Michael Kichline Esq.

Mr. Kichline is a partner in the litigation department of Morgan Lewis & Bockius, LLP.  He is a veteran litigator with over three decades of experience in complex, high-stakes matters, including securities class actions, derivative suits, M&A disputes, ERISA, consumer class actions, business torts, contract disputes and appellate matters.  He is recognized as a leading litigator in The Best Lawyers in America, The Legal 500 US, and Chambers USA, for his “intellectual prowess” and “great judgment” as a “top flight litigator” who is “smart, thoughtful, and good in the courtroom.”  He appears in federal and state courts throughout the United States, and handles matters in specialized courts, including the Delaware Chancery Court, Philadelphia Court of Common Pleas Commerce Program, and the Allegheny County Court of Common Pleas Commercial Division.

Marc Sonnenfeld Esq.

Mr. Sonnenfeld is a partner in Morgan Lewis’s Litigation Practice and head of the Securities Litigation Group in Philadelphia. His practice focuses on defending securities and shareholder litigation and related regulatory and enforcement proceedings, defending shareholder class and derivative litigation challenging public company acquisitions, and counseling directors and officers and board committees on corporate governance issues. In addition, he has served as counsel for board of directors’ special litigation committees for several public companies. Mr. Sonnenfeld is a fellow of the American College of Trial Lawyers. He was recently named a 2013 Client Service All-Star by BTI Consulting Group and was one of five attorneys named Securities MVP by Law360 in 2012. In addition, Morgan Lewis’s Securities Practice was named Law360 Securities Group of the Year (2012). Mr. Sonnenfeld is a 1968 graduate of Swarthmore College and a 1971 graduate of Harvard Law School. In 1972, he served as law clerk to Judge Joseph S. Lord, III, then Chief Judge of the U.S. District Court for the Eastern District of Pennsylvania.

Kieran Hughes

Kieran Hughes is Senior Vice President & Senior Claims Counsel at McGriff In his capacity as VP of Financial Lines Claims he oversees and personally handles securities suits, regulatory investigations, DOJ civil/criminal matters and multinational claims for Fortune 250 companies. In addition, he is responsible for developing in others the same skills that have brought him success and recognition as a top tier professional who obtains the best results for clients. These skills include case management, expense management, negotiation techniques and successful early resolution. Kieran is a designated Broker Liaison for Financial Lines Claims working with brokers to establish Best Practices, build and strengthen existing relationships and to resolve disputes without the need for litigation. In this position I have been able to positively impact the growth of new business and the retention of existing accounts.

Kevin LaCroix Esq.

Kevin M. LaCroix is an attorney and Executive Vice President, RT ProExec, a division of R-T Specialty, LLC. RT ProExec is an insurance intermediary focused exclusively on management liability issues. Kevin has been involved in directors’ and officers’ liability insurance for over 35 years. He began his career as a coverage attorney and partner at the Washington, D.C. law firm of Ross, Dixon and Bell. More recently, Kevin served as President of Genesis Professional Liability Managers, a D&O underwriter and part of the Berkshire Hathaway group of companies. Throughout his career, Kevin has been active in the Professional Liability Underwriting Society (PLUS), serving on its Board of Trustees from 1999 to 2005, and as its President in 2004. Kevin also served as Co-Chair of the PLUS D&O Liability Symposium from 2007 through 2009. In 2008, Kevin received PLUS’s “Founders Award,” which is awarded annually to PLUS member who has “made lasting and outstanding contributions to the Society.” Kevin speaks frequently on D&O issues, and in the recent past has served as a faculty member at the Stanford Law School Directors’ College. He has spoken at conferences sponsored by PLUS, the American Conference Institute, Fordham Law School, the University of Connecticut Law School, Loyola University Chicago Law School, the University of Pennsylvania Law School, the American Bar Association, China Council for the Promotion of International Trade (CCPIT) [Beijing], Federação Nacional de Seguros Gerais (FenSeg) [Brazil], Bima Gyan [India], C5, J.P. Morgan, and the Reinsurance Association of America. Kevin’s comments on D&O liability and insurance issues have appeared in a wide variety of publications, including the New York Times, the Wall Street Journal, the Financial Times, the Washington Post, the San Francisco Chronicle, Bloomberg, the Los Angeles Times, Dow Jones Newswire, Business Week, International Herald Tribune, Compliance Week, and Business Insurance. In December 2014, Kevin was named as insurance information firm Advisen’s inaugural Management Liability Person of the Year for the USA. In December 2015, in a vote of industry professionals, Kevin was named as Advisen’s Industry Legend of the Year. Kevin is also the author of the Internet weblog, The D&O Diary, which the New York Times called “influential” and the Wall Street Journal described as “widely followed.” Kevin is a graduate of the University of Virginia and of the University of Michigan Law School.

Vinita Juneja

Dr. Juneja directs matters involving securities, finance, and valuation in disputes and regulatory investigations. She is a Managing Director and Chair of NERA’s Global White Collar, Investigations and Enforcement Practice and was formerly Chair of NERA’s Global Securities and Finance Practice.  In shareholder suits, she has analyzed: damages, materiality, and causation in both securities fraud class actions and opt-out claims involving individual securities and funds; class certification, and market efficiency issues in securities class actions involving both equity and fixed income securities; affected trading volume; and settlement value. Her securities and finance related work has included litigation involving the effects of alleged insider trading, analyses of materiality and loss avoidance in insider trading matters, suitability and mis-selling claims in broker-customer disputes involving a variety of securities and financial products, and  matters involving manipulation. Others examples of her work involve fund advisor fee structures, valuation of restricted stock and costs of illiquidity, reasonableness of settlements in insurance coverage disputes, damages, liability and settlement value in derivative lawsuits, the impact of stock repurchases, valuation of financial assets, and business valuation, including reviews of merger/acquisition due diligence and lost profits claims. Dr. Juneja has testified and submitted affidavit and expert report testimony in US court proceedings, in Canadian court, in Israeli district court, and in arbitrations in the US, Canada, Singapore and the UK. Her arbitration and mediation experience includes appearances before the AAA, the NASD, the NYSE, the ICC International Court of Arbitration, the LCIA, and JAMS. She has also been an arbitrator for FINRA. Who’s Who Legal has recognized Dr. Juneja as a leading damages expert in its annual “Consulting Experts” guide, stating that her expert testimony and reports are “supported by meticulous analysis, as well as flawlessly and clearly presented; they are also subject of compelling testimony when presented at trial or in deposition.” She has lectured at the graduate and undergraduate level at Western University.  She has PhD and Masters degrees, both in economics, from Harvard University and a BA from the University of Western Ontario (n/k/a Western University.)

G. Jeffrey Boujoukos Esq.

Jeff Boujoukos is the co-leader of Morgan Lewis’s securities enforcement practice. The former Regional Director of the Philadelphia Regional Office of the US Securities and Exchange Commission (SEC), Jeff defends public companies, financial services firms, and their executives in SEC, self-regulatory organization (SRO), and state enforcement matters. As Regional Director, Jeff supervised the SEC’s examination and enforcement programs in Pennsylvania, Delaware, Maryland, Virginia, West Virginia, and the District of Columbia. He led a staff of approximately 160 enforcement attorneys, accountants, investigators, and compliance examiners who investigated and enforced the federal securities laws and performed compliance inspections in the Philadelphia region with jurisdiction over nearly 1,200 investment advisers and investment companies with more than $10 trillion in assets under management. Combining his government and private practice experience, Jeff advises clients in collaboration with Morgan Lewis’s corporate and business transactions, white collar defense, and investment management practices. Jeff also serves on the firm’s Environmental, Social, and Governance (ESG) & Sustainability Working Group and advises companies and financial services firms on matters related to ESG reporting and disclosure.

Elizabeth Gary Esq.

Elizabeth M. Gary is a senior associate in the eData practice of Morgan, Lewis & Bockius LLP where her practice focuses on fact discovery in cases arising from business transactions, including appraisal litigation and actions brought under federal securities laws, as well as responding to SEC subpoenas. Liz’s experience includes negotiating the reasonable scope of electronic discovery with opposing counsel, working with clients to identify and collect responsive documents in the least burdensome way possible, efficiently running large-scale document productions, and helping prepare witnesses for depositions and to testify at trial. She earned her B.A. from Barnard College and her J.D. from the University of Michigan School of Law.

Kelly Gibson Esq.

Kelly Gibson is the co-leader of the firm’s securities enforcement practice and the firm’s ESG and sustainability advisory practice. She previously held numerous national and regional leadership roles at the US Securities and Exchange Commission (SEC), including serving as the acting deputy director of the Division of Enforcement, as leader of the Enforcement Division’s nationwide Climate and Environmental, Social, and Governance (ESG) Task Force, and as director of the SEC’s Philadelphia Regional Office. Kelly advises and defends public companies, financial services clients, and their executives in SEC, self-regulatory organization (SRO), and state enforcement matters, and in internal investigations. Leveraging her government and private practice experience, Kelly works in collaboration with the firm’s corporate and business transactions, investment management, white collar defense, and labor and employment practices to advise clients on regulatory and litigation matters. She also uses her broad ESG enforcement and policy experience to counsel public companies and registrants as they develop proactive ESG strategies, create investment products, consider disclosure requirements, and identify investment opportunities.


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