Board Special Committees & Investigations – In the Age of COVID-19 | Women in the Boardroom

Recorded Webinar

Board Special Committees & Investigations – In the Age of COVID-19

Board special committees are increasingly being formed when circumstances arise that may be inappropriate or beyond the purview of a standing committee, e.g., a material transaction, a transaction with an “insider”, or other matter for which a “deeper dive” is needed, and/or a committee composed only of independent directors may be required.  Also, investigations by boards – typically utilizing outside advisors that haven’t previously done work for the company – are occurring more frequently, such as when an incident occurs that could affect enterprise value and/or suggests a lapse in management effectiveness.  These investigations may be conducted by a special board committee, a standing committee, or the board as a whole.  Our panel of experts will discuss when it may be appropriate to form a special board committee and/or conduct an investigation, how this should be done in the context of company bylaws, committee charters and applicable law and regulation, as well as some “best practices” that boards should consider.

Speakers

Howard Brod Brownstein, Emily V. Burton, Laura E. Krabill

Date & Time

September 17, 2020
12:00 PM ET

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About the Speakers

Howard Brod Brownstein

President of Brownstein Corporation

Howard Brod Brownstein, CTP, is a nationally-known turnaround and restructuring professional, and regularly provides programs for Women in the Boardroom. He is President of Brownstein Corporation, which provides turnaround management and advisory services, as well as investment banking, fiduciary services, litigation consulting, investigations and valuation services. He regularly serves on the boards of directors of public and private companies, and currently serves on the boards of: P&F Industries (Nasdaq: PFIN) where he chairs the Nominating/Governance and Strategic Planning & Risk Assessment Committees, Renew Financial, where he serves as chair of the Risk Committee, and Merakey, a nonprofit with over 10,000 employees. He is a Certified Turnaround Professional, and also an NACD Board Leadership Fellow and Immediate Past President and Board Chair of the NACD Philadelphia Chapter. He has authored ninety articles and textbook chapters, is a Contributing Editor at two publications, and is a regular guest-lecturer at Harvard Business School, Wharton, NYU and elsewhere. He received JD and MBA degrees at Harvard, and B.S. (Wharton) and B.A. degrees from the University of Pennsylvania.

Emily V. Burton

Partner, Young Conaway Stargatt & Taylor, LLP

Emily Burton litigates internal governance issues and complex commercial disputes, primarily in the Delaware Court of Chancery. She has deep and broad expertise with Delaware corporate and alternative entity law, as well as a particular expertise representing special committees and litigating compliance with Delaware’s corporate formalities, including issues involving corporate control under Section 225 or validation under Sections 204 or 205 of the DGCL.

Emily is a creative litigator who prioritizes solving clients’ problems over winning a particular fight. She has worked on teams in both a lead and co-counsel role for both corporate boards and individual stockholders.

Laura E. Krabill

Partner, Ballard Spahr LLP

Laura E. Krabill concentrates on complex commercial matters with an emphasis on securities and corporate governance litigation, including securities class actions, shareholder derivative actions, special litigation and demand review committee investigations, and other contract and tort actions involving securities and fundamental corporate transactions.  

Laura regularly advises corporate boards and special litigation and demand review committees in addressing derivative litigation and shareholder demands. She has led investigations by special litigation committees of Fortune 500 companies resulting in reports that have served as the basis for resolving the demands and dismissing derivative claims that committees determined were unwarranted and not in the best interests of the companies. She has also litigated numerous derivative actions challenging fundamental corporate transactions or purported beaches of fiduciary duties, including one of the most recent Pennsylvania Superior Court decisions affirming dismissal of a derivative action based on a special litigation committee report.

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