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Univ. of Toledo College of Law

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Monday, March 10, 2008

University of Cincinnati Symposium on Dysfunctional Boards

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.

PROGRAM

Panel 1: The Underlying Causes of Dysfunctionality

9:00 -- 10:30 a.m.

MODERATOR: John S. Stith, Esq., Porter Wright & Morris LLP, Cincinnati

PRESENTERS:

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.

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

PRESENTERS:

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

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.

Panel 3: The Board as Compliance Officer

1:45 - 3:15 p.m.

MODERATOR: Clifford A. Roe, Jr., Esq., Dinsmore & Shohl, LLP, Cincinnati

PRESENTERS:

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.

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