Monday, March 10, 2008
The University of Cincinnati College of Law and Law Review Present
The Dysfunctional Board: Causes and Cures
March 14, 2008, 8:00 a.m. - 3:30 p.m.
This Program will be Webcast at the Corporate Law Center website. In addition, you will be able to participate in the question and answer sessions by emailing questions to the panels. The email address will be announced during the conference and posted on the website.
Panel 1: The Underlying Causes of Dysfunctionality
9:00 -- 10:30 a.m.
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
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.
Panel 2: Competing Expectations for Board Performance
10:45 a.m. -- 12:30 p.m.
MODERATOR: Gary P. Kreider, Esq., Keating Muething & Klekamp, LLP, Cincinnati
Lissa Lamkin Broome, Professor, University of North Carolina School of Law
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
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.
Panel 3: The Board as Compliance Officer
1:45 - 3:15 p.m.
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.
The Corporate Law Symposium is generously sponsored by the law firm of Dinsmore & Shohl LLP.