Monday, May 22, 2023

C. Warren Neel - Celebrating Corporate Governance Research and an Accidental Mentor

CGC(20thAnn&NeelCeleb-2023)
Earlier today, I had the honor of making a brief presentation at a luncheon honoring both the 20th anniversary of the Corporate Governance Center at The University of Tennessee, Knoxville, and a dear colleague and mentor, C. Warren Neel, who passed away at the end of March.  Set forth below are the reflections I shared at the luncheon--in relevant part.   These are my prepared remarks, but I often comment extemporaneously, rather than read.  So, please understand that I did not exactly say what is set forth below, although it accurately captures the content I delivered.

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Lawyers must be lawyers, and so I start with law.

On July 30, 2002, President George W. Bush signed into law the Sarbanes-Oxley Act of 2002—the most broad-based federalization of corporate governance since the adoption of the federal securities law regime itself in the 1930s. It was in the shadow of that landmark legislation that The University of Tennessee’s Corporate Governance Center—now appropriately named the Neel Corporate Governance Center—was born. Like the legislation itself, the Corporate Governance Center cast a wide net. As an interdisciplinary research program that includes the College of Law and the College of Business Administration, the Corporate Governance Center brought to the campus (and I am using Warren Neel’s own words here, from an email message he wrote in support of my tenure) “an interdisciplinary approach to the critical issues of corporate governance.”

I remember the first all-hands meeting to solidify the structure and build-out of the Corporate Governance Center. We met next door (Stokely Management Center) in a classroom. After introductions, Warren kicked things off, as I recall, and then Joe Carcello led us by sharing the vision for the center and soliciting information about our research agendas that could be used to construct research collaborations and build out the center’s website and other promotional materials.

Back then, Warren and Joe envisioned categorizing the work of each of us into one of three substantive “buckets” mirroring the three key committees of a public company’s board of directors (other than the executive committee): audit, compensation, and nominating. I was the unpopular kid at the party when I noted that my work intersected all three buckets. That was the beginning of a recognition that working across departments might not be as simple as it initially seemed. We spent years together untangling that mess—a mess we still revisit with new Ph.D. students and (sometimes) faculty who join our merry band.

Little did I know then all that we would go through so much together.
Little did I know then that both Warren and Joe would become such dear friends and scholarly sparring partners.

Little did I know then that Warren, the accidental dean, would become my accidental mentor.

There is not enough time here today to unpack all of that. But suffice it to say that, after many Corporate Governance Center research forums and lectures and, more importantly, my periodic breakfasts with Warren and Tracie Woidtke (during which we entertained Corporate Governance Center distinguished speakers—maybe no one else was willing to get up that early?), Warren rubbed off on me more than a bit. I never could agree with him on a legal rule to separate the CEO and board chair functions or on mandatory term limits for corporate directors. But I deeply appreciated the analogies he could draw between and among political, academic, and corporate governance. And his insights on audit committee process and documentation from his many years as a board member were so well taken. He especially loved to talk about his board memberships at Saks, Inc. and Healthways, Inc. (now Tivity Health, Inc.) at our breakfasts.

Also, I admired the strong position he took on the need for more transparency in the disclosure of Public Company Accounting Oversight Board (PCAOB) inspection reports. In particular, Warren favored disclosure of the quality control criticisms included in Part II of those inspection reports. Some of you, like me and Tracie, may have heard him argue forcefully on that topic more than once.

Since Warren’s death, I have reflected often on these memories and Warren’s elemental place in my career here at UTK. As I earlier indicated, like Warren’s deanship at the College of Business, his role as my mentor was largely unplanned. But i had good fortune in a number of things that turned out to be the perfect storm that has created a satisfying academic career here at UTK over the past 23 years.   They included:

• leaving law practice to become an academic:
• settling here in Knoxville, at UTK, during the dot-com bust and just as fraud at many of our country’s largest public companies was becoming apparent;
• being contacted by Warren and Joe to join the Corporate Governance Center as a research fellow; and
• as a result, spending quality time with Warren.

“Those accidents would not have resulted in my career if, perhaps, I were at some university other than the University of Tennessee.” Those words are Warren’s—not mine—taken from the Epilogue of his 2010 book, The Accidental Dean.  I cannot think of a better way of capturing my own thoughts, honoring Warren, and celebrating the 20th anniversary of the Corporate Governance Center than by quoting Warren's own wise words.

I do appreciate the opportunity to be before you today to talk about the Neel Corporate Governance Center and my accidental mentor, Warren Neel.  Thank you.

https://lawprofessors.typepad.com/business_law/2023/05/c-warren-neel-celebrating-corporate-governance-research-and-an-accidental-mentor.html

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