The Dysfunctional Board: Causes and Cures
March 14, 2008
This event will be webcast
E-mail questions during the webcast to boards@law.uc.edu.
Hewlett-Packard presents a cautionary tale of the damage caused by distrust and dissension within the boardroom. In fall 2006, Hewlett-Packard became embroiled in a headline-grabbing scandal and disgrace when the media reported that the board had authorized the use of possibly illegal tactics to determine the source of boardroom leaks. In the resulting publicity, the underlying problem – the breach of the directors’ obligation to maintain the confidentiality of corporate information – was often overlooked. More recently, Dow Chemical announced that it had fired two senior executives, one of whom a director, for allegedly engaging in unauthorized talks to sell the company. In another well-publicized “civil war,” in 2005 Morgan Stanley replaced its CEO and substantially reshaped its board of directors.
What confluence of events can cause governance at highly-regarded corporations to go awry? This symposium will explore the causes of dysfunctional boards and attempt to formulate some possible cures.
8:00-8:45 a.m. Registration and Continental Breakfast
8:45-9:00 a.m. Welcome Dean Louis D. Bilionis
9:00-10:30 a.m. Panel 1: The Underlying Causes of Dysfunctionality
Moderator: John S. Stith, Esq., Porter Wright & Morris LLP, Cincinnati
Franklin A. Gevurtz, Distinguished Professor and Scholar, University of the Pacific, McGeorge School of Law, The Function of Dysfunctional Boards
An examination of the historical and political origins of the corporate board of directors and what it tells us about Hewlett-Packard.
Jayne W. Barnard, James Goold Cutler Professor, College of William and Mary, Marshall-Wythe School of Law, Narcissism, Over-Optimism, Fear, Anger and Depression: The Interior Life of Corporate Leaders
An exploration of the cognitive biases and personal demons that may drive leaders to foolish acts and several structural responses to the most common CEO pathologies.
10:30-10:45 a.m. Break
10:45-12:30 p.m. Panel 2: Competing Expectations for Board Performance
Moderator: Gary P. Kreider, Esq., Keating Muething & Klekamp, LLP, Cincinnati
Lissa Lamkin Broome, Professor, and Kimberly D. Krawiec, Professor, University of North Carolina School of Law, The Road to Board Diversity: A Case Study from North Carolina
Empirical research on the hurdles and successes of board diversity and its impact on board decision-making
Lawrence A. Cunningham, Professor, George Washington University Law School, Rediscovering Board Expertise: Legal Implications of the Empirical Literature
An examination of the relative importance of independence versus expertise on the board of directors, especially as it relates to the audit committee
Tamar Frankel, Professor and Michaels Faculty Research Scholar, Boston University School of Law, Corporate Boards of Directors: Advisors or Supervisors?
An analysis of the role of boards as advisors vs. supervisors, and the issues of mediation among the two conflicting power positions as well as cause and cure
12:30-1:45 Lunch
1:45-3:15 Panel 3: The Board as Compliance Officer
Moderator: Clifford A. Roe, Jr., Esq., Dinsmore & Shohl, LLP, Cincinnati
Peter J. Henning, Professor, Wayne State University Law School, Board Dysfunction: Dealing with the Threat of Corporate Criminal Liability
An analysis of how boards respond to corporate malfeasance and, in some instances, enable companies and their CEOs to commit corporate malfeasance
Miriam H. Baer, Acting Assistant Professor, New York University School of Law, Corporate Policing and Corporate Governance: What Can We Learn from Hewlett-Packard’s Pretexting Scandal?
An examination of the tension between law enforcement norms and corporate governance norms, the deception gap between private and public law enforcement, and the implications of these tensions for public companies and their Boards.
3:15-3:30 p.m. Closing Remarks, Barbara Black, Charles Hartsock Professor of Law and Director, Corporate Law Center, University of Cincinnati College of Law
The Corporate Law Symposium is generously sponsored by the law firm of Dinsmore & Shohl LLP.