Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Thursday, February 7, 2008

University of Cincinnati Corporate Law Symposium on Dysfunctional Boards

Corporate Law Center and University of Cincinnati Law Review
2008 Corporate Law Symposium

The Dysfunctional Board: Causes and Cures

March 14, 2008 9:00 a.m. -- 4 p.m.

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.

Confirmed Speakers:

Miriam H. Baer, Acting Assistant Professor, NYU School of Law

Jayne W. Barnard, James Goold Cutler Professor, College of William and Mary, Marshall-Wythe School of Law

Lissa Lamkin Broome, Professor, University of North Carolina School of Law

Lawrence A. Cunningham, Professor, George Washington University Law School 

Tamar Frankel, Professor and Michaels Faculty Research Scholar, Boston University School of Law 

Franklin A. Gevurtz, Distinguished Professor and Scholar, University of the Pacific, McGeorge School of Law

Peter J. Henning, Professor, Wayne State University Law School

Kimberly D. Krawiec, Professor, University of North Carolina School of Law

The Corporate Law Symposium is generously sponsored by the law firm of Dinsmore & Shohl LLP.

For further information, contact Toni McGuire at

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