The Directors Roundtable Invites You to Attend a Program
For Boards of Directors & Their Advisors

CHALLENGES IN THE BOARDROOM:
REINVENTING THE CORPORATE DIRECTOR
IN AN ERA OF
CHANGING REGULATION & INVESTOR EXPECTATIONS

Tuesday, October 27, 2009
8:30 – 10:30 A.M. (8:00 A.M. Registration)
Waltham Woods, 860 Winter Street
(near Exit 27B on Hwy 128/I-95), Waltham, MA
There is no fee to attend and continental breakfast will be served.

The Distinguished Speakers will discuss dramatic developments in corporate governance driven by changes in securities regulation, enforcement trends and investor expectations in response to the financial crisis. The discussion will emphasize the impact of these changes on what it means to be a Director of a public company in any industry. The discussion will encompass:

• Shifting politics of Director elections and the balance of power between management and activist shareholders due to the elimination of broker discretionary voting of Directors and enhanced proxy access for stockholders
• Increased responsibility of Directors for the oversight of corporate risk, including key areas such as compensation, investments, overseas operations, and financial reporting
• Evolving standards of fiduciary duty and judicial oversight under Delaware law
• Role of independent Directors in dealing with M&A and change of control transactions and corporate investigations through the Special Committee process.

Appreciation is given to Choate, Hall & Stewart for making available their thought leadership materials at http://www.choate.com/news.php?NewsID=384 and to PricewaterhouseCoopers Forensics at http://10b5.pwc.com/public/Default.aspx .

DISTINGUISHED SPEAKERS

  • Prof. John Coates, John F. Cogan, Jr. Professor of Law & Economics
    Harvard Law School
  • Patrick McGurn, Special Counsel for Corporate Governance
    RiskMetrics
  • William Asher, Partner, Choate, Hall & Stewart LLP
  • Michael Gass, Partner, Choate, Hall & Stewart LLP
  • Erik Skramstad, US Leader Forensic Services
    PricewaterhouseCoopers LLP
  • Rick Williams, President, The Equity Company, Inc.
    representing the Directors Roundtable

Selected Biographies and Materials