Divided Loyalties? Constituency Director Challenges
New York, NY
Directors appointed to a Board by an investor/shareholder need to balance their dual duties: as directors, they owe fiduciary duties to the company on whose board they sit, and the shareholders as a whole; at the same time, the investor/shareholder who appointed them did so with certain expectations of allegiance to the investor's agenda. When the interests of the investor/shareholder, on the one hand, and the company and its stockholders, on the other, diverge, these "constituency" directors can find themselves in potential conflicts of interest.
Moreover, as more of us find ourselves sitting at the Board table with new “constituency” director colleagues we don’t know – as a result of activism or other events – we are sometimes forced to navigate in uncertain waters. Join our experienced panel as we provide a look at real world examples of how some have been able to recognize, avoid and resolve potential conflicts before they do harm, and best practices for dealing with the significant changes in Boardroom dynamics that often accompany these situations. Due to the nature of our topic, this program will be “off the record.”
Location and Time
50 Vanderbilt Ave
New York, NY 10017
12:00 PM - 12:30 PM: Registration and Lunch
12:30 PM - 2:00 PM: Program
Mel KeatingDirector, Red Lion Hotels Corporation, Agilysys Inc., Magnachip Semiconductor Corp.
Mel Keating has been a consultant providing investment advice and other services to private equity firms since 2008. He has extensive experience serving on public Boards. Current public Boards: Red Lion Hotels Corporation (hospitality) since 2010 (Chairman, 2013 – 2015); Agilysys Inc. (technology/software) since 2015; and Magnachip Semiconductor Corp (technology/semiconductors) since 2016. Prior public directorships include API Technologies Corp (defense electronics); White Electronic Designs Corp. (defense electronics); Integral Systems, Inc. (defense electronics); Integrated Silicon Solutions Inc. (semiconductors); Tower Semiconductor Ltd. (semiconductors); Modsys Intl (technology/software); Crown Crafts Inc. (consumer products); Plymouth Rubber Co. (automotive supply); Price Legacy Corp. (REIT); InfoLogix, Inc. (healthcare); LCC International, Inc. (telecommunications); and Aspect Medical Systems Inc. (healthcare).
He spent more than a decade with Olympia & York, at the time the world’s largest real estate company and developer of World Financial Center and Canary Wharf. While with Warburg Pincus Equity Partners for seven years, he was involved with numerous strategic real estate-related transactions, including the creation and capitalization of a public Real Estate Investment Trust for which he served as a director. Over the course of his career, Mr. Keating has also served as both a Chief Executive Officer and a Chief Financial Officer of a number of companies. Mr. Keating holds a B.A. in Art History from Rutgers University, as well as an M.S. in Accounting and an M.B.A in Finance, both from The Wharton School of the University of Pennsylvania.
Clifford PressDirector, Newcastle Investment Corp; Stewart Information Services Corporation; Quantum Corporation
Clifford Press was born and raised in Johannesburg, South Africa. He received his undergraduate degree from Oxford University in England and received an MBA from the Harvard Business School. From 1983 to 1986, Mr. Press was employed by Morgan Stanley, where he worked in the Mergers and Acquisitions Department. In 1986, he co-founded the investment company Hyde Park Holdings which engaged in a number of investment and acquisition activities from its founding through the 1990s. In 2005, Mr. Press formed Oliver Press Partners in partnership with Gus Oliver; the principals use their extensive legal, investment banking and transaction-oriented investing experience to execute their investment strategy.
Mr. Press is an experienced governance oriented investor, and has served on the Boards of numerous public companies in the course of his career. He currently serves as a director of Newcastle Investment Corp (real estate investments), Stewart Information Services Corporation (real estate transaction services), and Quantum Corporation (technology). Mr. Press has recently served as a director of GM Network, Ltd, (private Internet-based digital currency services) and SeaBright Holdings, Inc. (specialty insurance underwriter).
Carroll WetzelDirector, PHH
Carroll Wetzel is a retired investment banker (Dillon Read, Smith Barney, Chemical/Chase) with extensive corporate board service (Safety Components, Laidlaw, Brinks, Brinks Home Security, Arch Wireless, Exide Technologies). He currently serves as a director (and Audit Committee chair) at PHH, a provider of outsourced mortgage banking services to financial institutions and real estate brokers. He has served as a non-executive chairman, lead director and vice chairman, and chaired audit, compensation, governance, and special transaction committees.
He has sat on both sides of the table in activist contests, including joining the board of Brinks as the activist representative following a proxy battle, and has participated in presentations to ISS on behalf of activist investors. He joined several of his boards either upon or shortly after their emergence from bankruptcy, which frequently involved unique and concentrated ownership issues. Mr. Wetzel has a BA from Stanford and a Ph.D. in Political Science and Chinese History from George Washington.
John Mark ZeberkiewiczDirector, Richards, Layton & Finger
John Mark Zeberkiewicz practices corporate law as a director of Richards, Layton & Finger, Delaware’s largest law firm, with a focus on transactional matters involving Delaware corporations, including mergers and acquisitions, corporate governance, and corporate finance. Mr. Zeberkiewicz, perennially named to “The Best Lawyers in America”, is a frequent presenter on Delaware corporate law and practice and has served on drafting subcommittees responsible for significant amendments to Delaware's General Corporation Law.
Mr. Zeberkiewicz has published numerous articles in the field of corporate governance and mergers and acquisitions, including co-writing (with Vice Chancellor Laster) one of the seminal articles on constituentcy directors, entitled “The Rights and Duties of Blockholder Directors”, The Business Lawyer, Winter 2014/2015. Mr. Zeberkiewicz holds a B.A. from the University of Delaware, and graduated from University of Pennsylvania Law School.
Corporate Governance Co-Chair, Kramer, Levin, Naftalis & Frankel LLP
Kenneth Kopelman co-chairs the Corporate Governance practice at Kramer, Levin, Naftalis & Frankel LLP, the New York City law firm. His approach to working with Boards is informed by his own 30+ years' service as a director of public companies, including an S&P 500 consumer products company (NYSE) and a computer software firm (NASDAQ). Mr. Kopelman, who Chairs the board of the New York Chapter of the National Association of Corporate Directors, was recognized as one of the most influential people in corporate governance by the NACD's national magazine, Directorship - who named him to its annual list, the “Directorship 100”.
Mr. Kopelman has written extensively on governance-related topics, and lectures regularly on a variety of governance, compensation and related topics, including at the New York City Bar Association, the NACD, TIAA-CREF, the NYSE, the Conference Board, and Fordham Business School. Mr. Kopelman did his undergraduate work at Cornell and The London School of Economics, and is a graduate of Columbia Law School.