NACD Board Leadership Conference NACD Chapter System

Traps for the Unwary: Current Litigation and Enforcement Issues for Directors

October 10, 2017
New York, NY



Corporations and their directors operate in an environment of significant litigation and regulatory enforcement risk. 

This panel will discuss current issues directors should be aware of to take actions that help protect the company and themselves from liability. Topics to be discussed include: 


  • Oversight of Corporate Compliance Programs
  • Oversight of Cybersecurity Risk
  • Oversight of Internal Investigations
  • Practices to Support Business Judgment Rule Protection of Transactions and Oversight Activity
  • Identification and Handling of Potential Conflicts of Directors, Officers and Key Advisers
Steven M. Bierman, Partner, Sidley Austin LLP
Holly Gregory, Partner, Sidley Austin LLP
Jack Jacobs, Senior Counsel, Sidley Austin LLP
Debra Perry, Managing Member, Perry Consulting
Mark H. Rosenberg, Principal, MHR Fund Management LLC



Location and Time


Yale Club
50 Vanderbilt Ave
New York, NY 10017

12:00 PM-12:30 PM registration

12:30 PM -2:00 PM program

Speaker Spotlight


Mark H. Rosenberg

Mark H. Rosenberg has been a Principal of MHR Fund Management LLC since 2002 and the Principal and Chief Operating Officer since 2012. MHR is a private equity fund based in New York. Previously, Mr. Rosenberg was Vice President with CRT Capital Group LLC in Greenwich, CT. From 1991 to 2000 Mr. Rosenberg was President of Rosemark Management, Inc., a manager of a portfolio of investments and operating businesses. Mr. Rosenberg was a director and the Chair of the Board of Key Energy Services Inc. until 2016 as well as a director of Northern Offshore Ltd until 2015. Mr. Rosenberg has served on the boards of Ben Arnold Beverage Company of South Carolina until 2012 and Medical Nutrition USA, Inc. until its sale in 2010. Mr. Rosenberg is currently the Co-Chair of the Advisory Board of the University of Pennsylvania Institute for Urban Research, a member of the Advisory Board of the Hispanic Society of America and a director of Natan, a not-for-profit.. Mr. Rosenberg graduated from the Wharton School, University of Pennsylvania and holds a BS in Economics.

Steve Bierman

STEVE BIERMAN, a partner since 1986, is a member of the firm’s Executive Committee, co-head of Sidley’s approximately 100-lawyer New York litigation department, and a global leader of the firm-wide commercial litigation and disputes team. His practice emphasizes litigation asserting business, securities and consumer fraud, including class actions, claims related to mergers and acquisitions, RICO claims, disputes in bankruptcy, and a broad range of complex commercial and financial disputes. Steve litigates and tries cases in federal and state courts and in domestic and international arbitrations, and has led and handled internal corporate investigations. Steve’s shareholder class action and derivative litigation experience have involved alleged violations of the Securities Act of 1933 and the Securities Exchange Act of 1934, and alleged breaches of corporate fiduciary duties and other corporate governance issues, as well as pre-litigation shareholder demands. His diverse commercial litigation and disputes experience includes representation of U.S. and foreign companies in trials and arbitrations involving an alleged breach of contractual obligations, representations and warranties, the purchase and sale of businesses, post-closing balance sheet disputes, obligations under financial instruments, and fraud and other business torts.

Jack Jacobs

JACK JACOBS has more than 45 years of legal experience most notably serving on the Delaware Supreme Court from 2003–2014, and before that, as Vice Chancellor of the Delaware Court of Chancery since 1985. Before his appointment as Vice Chancellor, he practiced corporate and business litigation in Wilmington since 1968. Former Justice Jacobs is currently an Adjunct Professor of Law at the Law Schools of New York University, Columbia University, Vanderbilt University and the University of Pennsylvania. His practice includes advising companies and boards of directors on Delaware law issues, including fiduciary duties and with respect to mergers and acquisitions. Former Justice Jacobs is also available for mediation and arbitration proceedings and Special Committee and Special Litigation Committee investigations and monitorships in response to shareholder demands or government requirements. Former Justice Jacobs is recognized in the 2016–2018 editions of The Best Lawyers in America.

Debra Perry

Debra Perry is a senior financial professional with broad executive and board level experience in financial analysis, risk oversight and corporate governance. Over the past decade, Ms. Perry has served on the boards of six NYSE listed companies and two mutual fund complexes, chairing Audit, Compensation and Governance Committees. Currently, Ms. Perry chairs the Audit Committee of Korn Ferry and the Governance Committee of The Sanford C. Bernstein Fund. She recently joined the boards of Genworth Financial where she serves on the Audit and Risk Committees and Assurant, Inc where she serves on the Risk Committee. Prior to serving on public company boards, Ms. Perry managed several ratings divisions, served as Chief Administrative Officer and had primary responsibility for executing the spin-off of Moody’s from the Dun & Bradstreet Corporation and for building the public company infrastructure. Following the defaults of Enron and WorldCom, she led the recalibration of $3 trillion of corporate debt ratings and introduced numerous enhancements to Moody’s fundamental analysis, including a focus on the quality of issuers’ corporate governance and public financial reporting. In addition to her work as a board member, Ms. Perry is a member of the Committee for Economic Development (CED), the nonpartisan business-led public policy organization in Washington DC. She served on the working group of the Shareholder-Director Exchange (SDX), comprised of leading independent directors and representatives from several of the largest US-based, long-term institutional investors who collectively developed a framework for shareholder-director engagement (the SDX Protocol). In 2014, Ms. Perry was selected for inclusion in the NACD Directorship 100, which each year recognizes the most influential leaders in corporate governance.

Holly Gregory

HOLLY J. GREGORY, co-chair of Sidley Austin’s Global Corporate Governance and Executive Compensation Practice, counsels clients on the full range of governance issues, including fiduciary duties, risk oversight, conflicts of interest, board and committee structure, board leadership structures, special committee investigations, board audits and self-evaluation processes, shareholder activism and initiatives, proxy contests, relationships with shareholders and proxy advisory firms, compliance with legislative, regulatory and listing rule requirements, and governance “best practice.” Ms. Gregory played a key role in drafting the OECD Principles of Corporate Governance and has advised the Internal Market Directorate of the European Commission on corporate governance regulation. She has lectured extensively, including at events in Europe and Asia sponsored by the U.S. State Department and the International Corporate Governance Network (ICGN). She writes the governance column for Practical Law: The Journal. Ms. Gregory is Chair of the American Bar Association’s Corporate Governance Committee and chaired the ABA task force that delivered the Report on the Delineation of Governance Roles & Responsibilities to Congress and the SEC in 2009. Ms. Gregory is a Founding Trustee and Fellow of The American College of Governance Counsel. Ms. Gregory is widely recognized for her work, including as: among the “100 Most Influential Players in Corporate Governance” (NACD/Directorship 100), Directorship Magazine, 2014 and all prior years; the “Best in Corporate Governance” at Euromoney Legal Media Group’s inaugural Americas Women in Business Law Awards 2012; the leading practitioner in corporate governance law in the Guide to the World’s Leading Women in Business Law (July 2010); one of “the best and brightest minds in the legal profession” in Ethisphere’s 2015 Attorneys Who Matter; and a “Leading Practitioner in Corporate Governance” in the International Who’s Who of Corporate Governance Lawyers, 2015 and prior years.



Question about this Event?

Contact New York Chapter 555 8th Ave, Ste 1902, New York, NY, 10018 phone: 646-595-1817 fax: 212-208-0915 email: