On January 27, 2005, approximately 200 corporate counsel interacted with outside counsel and DOJ, SEC, NYSE and PCAOB officials and staff during an all-day seminar covering corporate governance and compliance topics of critical importance to corporate counsel.One attendee was quoted as saying: "This seminar set a new standard of excellence and clearly raised the bar." The program, which was held at the Westminster Hotel in Livingston, New Jersey, was hosted by the New Jersey Corporate Counsel Association, Sills Cummis Epstein & Gross P.C., and Deloitte & Touche LLP and associate sponsors PLI-Corpedia, Corporation Service Company (CSC) andKelly Law Registry.
Highlights from the day included:
- Welcoming remarks from Arthur H. Saiewitz , President of the New Jersey Corporate Counsel Association and Corporate Counsel at Lucent Technologies Inc.
- An opening address on recent New Jersey revisions to the Business Judgment Rule by Peter G. Verniero , former Justice of the New Jersey Supreme Court and Of Counsel at Sills Cummis Epstein & Gross P.C.
- The first panel of the morning shared their perspectives on the emerging responsibilities and liabilities of corporate counsel.The speakers included Meyer Eisenberg , Deputy General Counsel of the Securities and Exchange Commission, Lucinda P. Long , Senior Vice President and General Counsel of Valley National Bank, Professor Thomas D. Morgan of The George Washington University Law School and Associate Reporter of The American Law Institute's Restatement of the Law Governing Lawyers, Douglas R. Richmond, Senior Vice President of the Professional Services Group at Aon Corporation, and R. Max Crane , Co-Chair of the Corporate Governance and Compliance Practice Group at Sills Cummis Epstein & Gross P.C.
- The morning continued with a discussion of Sarbanes-Oxley § 404 and effective internal control over financial reporting. The speakers includedJennifer M. Burns , Professional Accounting Fellow with the Office of the Chief Accountant at the Securities and Exchange Commission, Daniel L. Goelzer , Board Member of the Public Company Accounting Oversight Board, Dori Nagar from Corporate Review Services, LLC, Michael Nelson , Vice President and Counsel at the Federal Reserve Bank of New York and Gregory G. Weaver , National Managing Partner of Audit and Enterprise Risk Services at Deloitte & Touche LLP.
- The morning concluded with a panel discussion on what corporate counsel can do to develop, monitor and maintain effective corporate compliance and ethics programs in light of the recent amendments to the Sentencing Guidelines. Jeffrey A. Brown , Senior Corporate Counsel at Motorola, Inc., Jean K. FitzSimon , Principal and General Counsel at Bridge Associates LLC and Chair of the ABA Committee on Corporate Compliance, Jeffrey J. Greenbaum , Chair of the Class Action Litigation Practice Group at Sills Cummis Epstein & Gross P.C., Michele Coleman Mayes , Senior Vice President and General Counsel of Pitney Bowes, Inc., and Sherrie G. McAvoy , Partner and National Director of Corporate Compliance and Ethics Services at Deloitte & Touche LLP, shared theirexperiences on this subject..
- The Honorable Mary Beth Buchanan, Director of the Executive Office for United States Attorneys at the Department of Justice and U.S. Attorney for the Western District of Pennsylvania, gave a memorable luncheon keynote address on Department of Justice initiatives for combating corporate misconduct and restoring public confidence in corporate America.
- The afternoon sessions were kicked off with a panel discussion on such corporate governance issues as the link between good governance and firm performance; how much "independence" on a Board is a good thing; and, current executive compensation concerns. The speakers included Kenneth A. Bertsch , Senior Vice President and Director of Corporate Governance at Moody's Investors Services, James F. Duffy , Senior Vice President and Deputy General Counsel at the New York Stock Exchange, Arlene Elgart Mirsky , Co-Chair of the Corporate Governance and Compliance Practice Group at Sills Cummis Epstein & Gross P.C., Charles F. Raeburn , Senior Corporate Counsel at Pfizer Inc., and Beth M. Young , Corporate Fellow at the Center for Corporate, Securities and Financial Law at Fordham University School of Law and Senior Research Associate at The Corporate Library.
- A panel discussion on how to handle internal investigations in a post-Sarbanes-Oxley world followed.The speakers included The Honorable Mary Beth Buchanan , Director of the EOUSA at the Department of Justice and U.S. Attorney for the Western District of Pennsylvania, Albert P. Lilienfeld , Partner with Deloitte & Touche LLP's Forensic & Dispute Services Group, David H. Resnicoff , Director of Corporate & Government Investigations at Tyco International Ltd., Mark K. Schonfeld , Regional Director of the Securities and Exchange Commission, and Peter G. Verniero , former Justice of the New Jersey Supreme Court and Co-Chair of the Corporate Internal Investigations and Business Crimes Practice Group at Sills Cummis Epstein & Gross P.C.
- The final panel of the day addressed issues relating to compliance training, education and personnel solutions. Alexander F. Brigham , President and Chief Executive Officer of PLI-Corpedia, Michael J. Ende , Managing Director of Kelly Law Registry, Jennifer A. Kenton , Vice President of Sales and Marketing of Compliance & Governance Services at Corporation Service Company (CSC), and Debra Sabatini Hennelly , President of Compliance & Ethics Solutions LLC shared their insights.
If you would like a copy of the materials provided at the conference, please contact Arlene Elgart Mirsky, the Program Co-Chair, at amirsky@ sillscummis.com or call her at (973) 643-5033.