Insights

Tuesday, April 10, 2012

Private vs. Public
Company Boards:
Is There Really a Significant Difference?


Although recent efforts to improve corporate governance has been primarily focused on public companies and their boards of directors, ignoring the significant new requirements and public scrutiny of public boards may not be a wise decision on the part of private company boards. Even if exempt from many requirements of Sarbanes-Oxley, Dodd-Frank, and other regulatory compliance requirements of public companies, many private company boards have made the conscious decision to adopt at least some of the provisions that are applicable to public companies, either as best practices or as the result of pressure from investors, lenders or other stakeholders. Other private boards still operate without as much regard for what is considered best practices at public companies.

This program will consider the many factors which affect a reasoned consideration of how a private company board should position itself to achieve the optimum approach to governance and enhance shareholder value. Issues such as independence of board members, establishment of audit, compensation and governance committees of the board, adoption of codes of ethics, the nature and structure of equity ownership, the longer term expectations of ownership transition, enterprise risk management, the extent of management involvement in equity ownership, and the unanimity of strategic views, will be considered. The program also will explore whether directors who are designated by a particular constituency, such as a preferred stockholders who have voting rights to elect a director, have different duties and loyalties than other directors. Selection of directors for private companies will be considered: Is a different mix of skills needed? When is it desirable for private companies to have genuinely independent directors?

The panel will consist of a moderator, legal counsel, and directors with extensive experience as advisors and directors dealing with the myriad of governance issues facing public and private companies and share their judgments about and discuss with the program participants the best approach in different situations.

Panel:
James I. Lotstein, Partner, Edwards Wildman Palmer LLP
Eddy Zervigon, Managing Director, Morgan Stanley & Multi-Board Director - Public and Private
Peter J. Hicks, Managing Director and Founder, Linx Partners & Multi-Board Director

Moderator:
Paul M. Albert, Jr., Director, Digital Globe, Inc., Chair, Albert Investments


Date: Tuesday, April 10, 2012

Where:


Indian Harbor Yacht Club
710 Steamboat Road, Greenwich, CT
Directions

Time: 7:30am - 9:30am

Cost:

NACD Members & Subscribers: $45.00
Non-Member Directors: $65.00