John L. Weinberg Center for Corporate Governance

2013 Events

November 20-21, 2013:

Delaware Law Issues Update, co-sponsored with The Society of Corporate Secretaries & Governance Professionals

On November 20 – 21, 2013, the first Delaware Law Issues Update conference co-sponsored by the Weinberg Center and the Society of Corporate Secretaries & Governance Professionals, in partnership with the State of Delaware, took place on the University of Delaware campus.  The conference was co-chaired by partners at leading Delaware and Wall Street law firms.   The panels covered recent Delaware case law and the proactive steps that should be taken by those who regularly advise boards of directors.

Justice Jacobs' Keynote Address

Conference Description and Agenda

Informational Brochure

Informational Video

Corporate Secretary Article

UDaily Article

Student Scholarship Information

October 22, 2013:

John  L. Weinberg  Distinguished Speaker Series – William P. Lauder, Executive Chairman, The Estee Lauder Companies Inc.

We are fotunate to have had William Lauder, the Executive Chairman of The Estee Lauder Companies Inc., a global leader in prestige beauty, join us to as one of the John L. Weinberg Distinguished speakers. Mr. Lauder joined in a conversation with Charles Elson, the Director of the John L. Weinberg Center for Corporate Governance, about the Estee Lauder Companies Inc. and corporate governance in a controlled company.

Panel  - “The Role of the Outside Director in a Controlled Corporation”

The panel, which ran from 10:00 A.M. until 12:00 P.M., focused on how directors of controlled corporations can most effectively carry out their fiduciary duties and the governance of a controlled corporation. The following individuals participated on the panel.

  • Stephen L. Brown, Senior Director, Corporate Governance, TIAA-CREF
  • William C. Crowley, Co-Founder and CEO, Ashe Capital Partners, LLC; former Director, AutoNation, AutoZone and Sears Holding
  • Viet D.Dinh, Professor, Georgetown University Law Center, and founding Partner, Bancroft PLLC; Director of News Corporation and Revlon, Inc.
  • Jay W. Eisenhofer, Managing Director, Grant & Eisenhofer, P.A.
  • Ronald J. Gilson, Charles J. Meyers Professor of Law and Business, Stanford Law School, and Marc and Eva Stern Professor of Law and Business, Columbia University, School of Law
  • Robert J. Giuffra, Jr., Partner, Sullivan & Cromwell
  • The Honorable J. Travis Laster, Vice Chancellor, Delaware Court of Chancery
  • William P. Lauder, Executive Chairman, The Estee Lauder Companies Inc.
  • Thomas H. Pike, CEO, Quintiles
  • Paul (Tim) Thompson, III, Senior Managing Director, GLC Advisors & Co.

Moderator: Professor Charles M. Elson, Edgar S. Woolard, Jr., Chair in Corporate Governance,
and Director, of the John L. Weinberg Center for Corporate Governance

UDaily Article

Friday May 17, 2013

Webcast on Executive Compensation after Peer Groups

The Weinberg Center for Corporate Governance and The Conference Board Governance Center held a special webcast on Friday May 17, 2013 on “Executive Compensation after Peer Groups.” Please click here for the invitation.

Thursday, April 25, 2013

Non-Profit Governance Best Practices

The panel looked at non-profit governance with particular emphasis on increasing transparency through better public disclosure, and examined a model of disclosure created by the former chief counsel of the American Cancer Society, Sheffield Hale, as well as general “best practice” governance standards applicable to non-profits. The panelists included:

  • Harvey P. Dale, University Professor of Philanthropy and the Law, and Director, National Center on Philanthropy and the Law, NYU School of Law
  • Henry B. duPont, IV, President of the Board of Trustees, Hagley Museum and Library
  • Amy L. Goodman, Partner, Gibson Dunn & Crutcher LLP
  • F. Sheffield Hale, President and CEO, Atlanta History Center
  • Leo I. Higdon, Jr., President, Connecticut College
  • The Honorable Jack Jacobs, Justice, Delaware Supreme Court
  • David B. H. Martin, Partner, Covington & Burling LLP
  • Raymond J. McGuire, Head of Global Banking, Citigroup, Inc.
  • Michael W. Peregrine, Partner, McDermott Will & Emery LLP
  • David P. Roselle, Director, Winterthur Museum, Garden & Library, and former President of the University of Delaware

Moderator: Professor Charles M. Elson, Edgar S. Woolard, Jr., Chair in Corporate Governance,
and Director, of the John L. Weinberg Center for Corporate Governance

UDaily: Transparent Disclosure: Weinberg Center for Corporate Governance hosts panel on disclosure model

 

Thursday, April 11, 2013

Deemphasizing Peer Groups – What’s Next?

The program reviewed the utility of using peer group benchmarking in setting executive compensation with a specific focus on what other factors should be considered by a compensation committee if peer group benchmarking is deemphasized. The panelists included:

  • Vineeta Anand, Chief Research Analyst – Office of Investment, AFL-CIO
  • James D. C. Barrall, Partner, Latham & Watkins
  • J. Roderick Clark, Director, Ensco plc
  • Frederic W. Cook, Founding Director, Frederic W. Cook & Co., Inc.
  • Michelle Edkins, Managing Director, Global Head of Corporate Governance & Responsible Investment, BlackRock
  • Craig K. Ferrere, Edgar S, Woolard, Jr., Fellow in Corporate Governance, John L. Weinberg Center for Corporate Governance, University of Delaware
  • The Honorable Randy J. Holland, Justice, Delaware Supreme Court
  • Blair Jones, Managing Principal, Semler Brossy Consulting Group LLC
  • James A. Lawrence, Chairman, Rothchild North America
  • Brady K. Long, Vice President – General Counsel and Secretary, Ensco plc
  • Paul E. Rowsey, III, Director, Ensco plc

Moderator: Professor Charles M. Elson, Edgar S. Woolard, Jr., Chair in Corporate Governance, and Director of the John L. Weinberg Center of Corporate Governance

Monday, March 4, 2013

2013 Private Equity M&A Roundtable

The roundtable was co-sponsored by the Weinberg Center and The George Washington University Center for Law, Economics & Finance, and featured discussion of  legal and governance issues regarding US Private Equity Mergers and Acquisitions.

Friday, January 18, 2013

John L. Weinberg Center for Corporate Governance and The Conference Board Co-Sponsored Event

Executive Compensation and Utility of Peer Groups

The program featured a debate between Charles Elson, Edgar S. Woolard, Jr., Chair in Corporate
Governance, and Director, of the John L. Weinberg Center for Corporate Governance at the University
of Delaware; Craig Ferrere, Edgar S, Woolard, Jr., Fellow in Corporate Governance, John L. Weinberg
Center for Corporate Governance, University of Delaware; and Ira Kay, Managing Partner, Pay
Governance LLC. They debated their differing perspectives on executive compensation, including the
role of peer groups and answering the question, “Are CEOs Compensated Appropriately?”

To see the original invitation, click here.

 

By James D.C. Barrall, Latham & Watkins.

This post originally appeared on The Conference Board Governance Center Blog.

It was my special privilege and pleasure to serve as the moderator of The Conference Board Governance Center-sponsored debate between Charles Elson and Craig Ferrere of the John L. Weinberg Center for Corporate Governance at the University of Delaware, in one corner, and Ira Kay of Pay Governance LLC, in the other corner, on the subject of executive pay in the USA, held on January 18, 2013.

Simply put, this 90 minute exchange is the single best discussion on the subject of the causes and effects of peer group benchmarking, and on the subject of CEO pay in general, that I have ever heard in my many years of working in the executive pay and governance arena.

 

The catalyst for this friendly but intense debate was Charles and Craig’s paper, “Executive Superstars, Peer Groups and Overcompensation: Cause, Effect and Solution,” which argues that:

·Peer group benchmarking of CEO pay is not justified by market forces based on data which shows that over many years relatively few CEOs quit to take other CEO jobs

·There is little CEO mobility because CEO skills generally are not transferable

·Benchmarking CEO pay ratchets it up and has been the prime cause of its inexorable rise since World War II (punctuated only occasionally when stock market bubbles burst)

·Companies and investors would be better served by benchmarking CEO pay internally to that of other officers and

·Internal executive pay benchmarking is attracting support from investors and will become more influential.

 

In response, Ira argued that:

·Charles and Craig were misinterpreting the data on CEO turnover

·CEOs do not move much between companies because companies have done a good job of handcuffing them with unvested equity and pension benefits

·The movement of CEO pay should not be evaluated based on pay opportunities (as Charles and Craig have done) but rather on realizable pay

·Benchmarking CEO pay at the median of the peer group is appropriate and good

·For most companies peer group benchmarks are only one factor in, and not the main determinant of, CEO pay and

·Investors support evaluating CEO pay against that of market peers, and investors have endorsed the use of peer groups and supported company executive pay plans and policies as indicated by the 98% pass rate for say-on-pay votes in 2011 and 2012.

Ira’s arguments are set forth in full in his recently published book, Executive Pay at a Turning Point.

 

Over the course of 90 fast-paced minutes these very able thought leaders provided valuable data and insights on CEO and executive pay practices and influences historically, argued strenuously as to where we are today in the age of say-on-pay, and made well-considered suggestions and predictions as to how pay practices should and will continue to evolve over the next ten years.

Anyone who is in any way involved in designing or evaluating executive pay plans and practices should watch the video debate, take notes and then reflect on what Charles, Craig, and Ira have said. If I chaired a Compensation Committee, I would make it mandatory viewing for the committee, and would ask the company to note it as a best 2013 practice in the next CD&A.

 

 

 

The video or the debate is here:http://www.conferenceboard.org/directorroundtables/peergroups.

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