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Directors' Intensive Program


Wednesday, June 20, 2012
Fulton Hall, Carroll School of Management, Boston College

Registration and Breakfast
Fulton Hall, Lynch Center, room 513
7:30-8:30 a.m.

Welcoming Remarks
Fulton Hall, room 513
8:30-8:45 a.m.

Vincent Rougeau
Dean, Boston College Law School

James A. Champy
Chairman, Business Advisory Council, Boston College Law School

Directors' Program Sessions

  • "The Structure and Process of Board Decision Making in Crisis"
    Fulton Hall, room 511
    8:45-10:15 a.m.
    This panel begins the day with an intensive study of several current issues facing boards, with a focus on questions of both structure and process. How should boards organize themselves to best meet their fiduciary duties? How should boards make decisions in moments of crisis? These broad questions will be analyzed in reference to concrete and current issues, using the expertise and perspectives of a prominent general counsel, a key government regulator, and a company director. The panel is moderated by a corporate attorney with a leading white-collar practice.

Moderator: Michael Kendall, Partner, McDermott, Will & Emery, LLP

Paul T Dacier
, Executive Vice President and General Counsel, EMC
Cynthia L. Feldmann, Independent Director, Steris Corporation
Robert Khuzami, Director, Division of Enforcement, U.S. Securities and Exchange Commission

  • Networking Break
    10:15-10:40 a.m.

  • Citizens United: Benefits and Risks of Pursuing the Corporate Interests Through Participation in the Political Process
    Fulton Hall, room 511
    10:40-11:30 a.m.
    On the 2nd anniversary of the Citizens United Supreme Court decision, two investment firms announce that they have filed shareholder resolutions at three companies--Bank of America, 3M, & Target Corporation--urging them to refrain from making political donations in the future. This was the first time institutional shareholders asked corporations to refrain from political spending. The initiative came as government watchdog groups Common Cause and the U.S. Public Interest Research Group launched a broader campaign against corporate political spending, sending letters to more than 700 businesses, including all 500 of the S&P 500, asking each to sign a public pledge renouncing the use of funds from their corporate treasuries for political purposes. The letters also ask companies paying dues to trade groups, including the U.S. Chamber of Commerce, to specify that their dues should not be used for political ends. This session will explore the benefits and risks of the ruling and explore corporate cases that have played out in unanticipated ways.

Moderator: Kent Greenfield, Professor, Boston College Law School

Ramzi Abadou
, Partner-in-charge, San Francisco Office of Kessler Topaz, Meltzer & Check, LLP
John C. Coates IV, John F. Cogan, Jr. Professor of Law & Economics, Harvard Law School
Bradley A. Smith, Former Chair, Federal Election Commission; Josiah H. Blackmore II/Shirley M. Nault Designated Professor, Capital Law School

  • Luncheon & Board Dilemma Breakouts
    Gasson hall, room 100
    11:45-12:55 p.m.
    This session will present participants with a corporate crisis related to today’s themes and topics. Working in small breakout groups during lunch, participants will together identify best governance practices and potential risks that will translate into takeaway strategies  they can apply to their own boardrooms.

    Moderator: Lawrence Gennari, Co-founder Partner, Gennari Aronson LLP

    Carol Fulp, CEO, The Partnership
    Howard Weinberg
    , Principal (retired), Deloitte Consulting
    Edward D'Alelio, Executive-in-residence, University of Massachusetts-Boston, College of Management
    George McClelland, Co-founder, Vice Chairman, and Director of Business Development, F-Squared Investments

Over lunch, the participants will engage in a guided conversation to identify together the best governance practices and potential risks that will translate into takeaway strategies they can apply to their own boardrooms.

  • Issue and Risk Management: Using Board Process and Committee Structure to Track Material Business Issues
    Fulton Hall, room 511
    1:10-2:00 p.m.
    Whether operating in US markets or abroad, most companies have the potential to be affected by conditions emanating from outside their immediate business domains. All of these issues have significant implications for businesses at home and abroad. How can directors be best prepared to guide their firm’s engagements with emerging issues and multiple contexts? 

    Moderator: Renee Jones, Professor, Boston College Law School

    John Spinnato, Vice President, Corporate Social Responsibility, Sanofi NA
    Dave Stangis, Vice President, Public Affairs and Corporate Responsibility, Campbell Soup
    Paul Washington, Senior Vice President and Deputy General Counsel and Corporate Secretary, Time Warner
  • Labor Pools and International Standards
    Fulton Hall, room 511
    2:00-2:50 p.m.
    In many businesses, hiring skilled labor and knowledge workers will be among our most significant challenges. What do directors need ask to ensure that their firms have considered how and where their operations will be staffed and how company practice and policy might be affected by having to move into foreign labor markets? Highlighted by
    recent press on Foxconn and labor standards in China and other manufacturing sites, labor rights and human rights are a reemerging issue for business. When considering
    international markets, how can directors guide policy toward harmonization with international standards for labor?

Moderator/Instructor: Vincent D. Rougeau, Dean, Boston College Law School

Christine Bader
, Senior Fellow, The Kenan Institute for Ethics, Duke University
Rick Martella, Vice President Corporate Affairs, ARAMARK

  • Networking Break
    2:50-3:10 p.m.
  • Managing Intellectual Property Rights in the U.S. and Across International Borders
    Fulton Hall, room 511
    3:10-4:00 p.m.
    Intellectual property protection, enforcement, and capitalization are key to business competitiveness in a global knowledge economy. Understanding U.S. methods for protecting the IP rights of business owners, complying with international IP-related treaty stipulations, and administering patent and trademark programs will be considered. This session will offer perspective on some of the challenges posed by “knowledge gaps" to assist directors in fulfilling their duties of corporate oversight.

Moderator:  Alfred Yen , Professor, Boston College Law School

Ellen Chiniara, Vice President, General Counsel and Secretary, Alere Inc.
Annmarie Levins, Associate General Counsel, Microsoft Corporation
Thomas M. Saunders, Rissman Hendricks & Oliverio

  • Keynote Address-- "WAIT"
    Brian Quinn
    , Assistant Professor, Boston College Law School

    Frank Partnoy, George E. Barrett Professor of Law and Finance, Director of the Center for Corporate and Securities Law at the University of San Diego

    Bestselling author of WAIT! THE ART AND SCIENCE OF DELAY
    Fulton Hall, room 511
    4:00-5:00 p.m.
  • Closing Remarks & Reception
    Fulton Hall, 1st floor Atrium
    5:00-6:00 p.m.

David Weinstein, Trustee, Boston College; Chairman, Board of Overseers, Boston College Law School