Shareholder activism poses a significant threat to your company’s vision and strategy. Along with traditional proxy issues like executive compensation, board composition, and stock performance, a growing interest in Environment, Social and Governance (ESG) factors is gaining support among the broader investing world, uniting activist and traditional investors in agitating for change. No company is immune. But by keeping pace with current trends in shareholder activism and proxy defense strategies, you gain an edge that allows you to effectively prepare for the threat. Join us to hear the perspectives of two board members with deep experience engaging with activist investors and an attorney well known for his expertise in corporate activism defense.
This program will help you:
Gain an understanding of the latest trends in shareholder activism
Identify areas of vulnerability and learn proactive steps a board can take to guard against an activist targeting your firm
Learn what key ESG factors investors are focused on as it relates to your company and industry
Keith E. Gottfried is a corporate partner with the law firm of Morgan, Lewis & Bockius LLP and the global leader of its highly-ranked and nationally recognized shareholder activism defense practice. Over the course of a legal career that spans more than 25 years, Keith has been involved in advising numerous public companies in connection with high-profile proxy contests, special meeting demands, consent solicitations, and unsolicited acquisition proposals as well as contested and negotiated M&A transactions. Keith also advises public companies and their boards on strategies for making a company less vulnerable to activist shareholders, shareholder engagement, corporate governance issues, board composition enhancement, and other board advisory matters. Because activist campaigns closely resemble political campaigns, Keith also brings to clients the political insight he gained as a U.S. Senate–confirmed White House appointee in the administration of President George W. Bush.
In 2018, Keith was named by the National Association of Corporate Directors (NACD) to its list of 2018 NACD Directorship 100 honorees. The NACD Directorship 100 is an annual recognition by the NACD of the most influential people in the boardroom community, including directors, corporate governance experts, regulators, and advisors. Keith is also listed in the 2018 edition of Chambers USA: America’s Leading Lawyers for Business, which ranks him as a leading corporate/M&A lawyer in Washington, DC and, calls him “a tenacious advocate for his clients.” Keith holds a J.D. from the Boston University School of Law, an M.B.A. from the Boston University Questrom School of Business and a B.S. in Economics from the Wharton School of the University of Pennsylvania.
Kathy Lane - Kathy’s board experience includes 4 public company boards. In addition to her regular committee work she has been part of 2 CEO search committees, and has significant activist experience - including a contentious proxy contest. With 30 years’ experience in the IT industry, Kathy retired in 2013 as EVP and CIO of the TJX Companies. Kathy’s prior technology transformational experience includes: EVP, Global CIO for National Grid, (UK based, $20 Billion multi-national utility company); SVP and CIO for The Gillette Company, (2002 until its acquisition by Procter & Gamble); CIO and General Manager/e-Business of GE’s Oil and Gas business in Italy; CIO for GE’s Vendor Financial Services group; and Manager for GE’s Corporate Initiatives Group. Prior to GE, she served as Director of Technology Services for Pepsi Cola International. Kathy spent the first 13 years of her career in increasing roles of responsibility in IT at Procter & Gamble.
Kathy’s professional experience has been acknowledged through inclusion in 2 top selling business books ‘Confidence’ by Rosabeth Moss Kanter and ‘Doing What Matters’ by Jim Kilts. In addition, she was the recipient of a number of Industry awards, including Execrank’s top female CIOs (#26); CIO Magazine’s Top 100, CIOinsight 2007 Top 100. During her career she served in key roles in industry groups including Wal-Mart’s CIO Advisory Council, Kleiner Perkins CIOSE group, and Oracle’s President’s Council. She has been a guest panellist at a number of NACD and WCD events, and has been a featured guest for NY & Boston SIM,
J. David Scheiner is the former Chairman of the Board of Directors of Perry Ellis International. He is a member of the Board of Directors of the Strategic Forum and a board member of the Florida Chapter of NACD. He is a board member and business consultant for SIB, a fixed cost reduction company and a Board member of Anatomie a luxury Women’s apparel company. He is also an international business consultant to companies in the retail and wholesale field, as well as Investment Banks and Private Equity groups investing in the consumer retail industry. Scheiner’s business acumen and intellect have led to a history of driving high growth opportunities and facilitating turn arounds, including periods of economic down turns and corporate bankruptcy. His passion for the retail business, along with his ability to collaborate cross-functionally, created winning strategies that achieved impressive results. He is a dynamic leader, with strong communication skills and a leadership style that is challenging, motivating and respected by his teams and peers. During his tenure as both President and Vice Chairman-Director of Stores, Scheiner’s strategic mission of focusing on the consumer and providing outstanding customer service led the Division to the highest customer service scores company wide, while also maintaining the lowest expense rate and highest profitability. His visionary strategic initiatives led the marketing team and capital process to focus on ROI.
Maureen T. Wolff is Chief Executive Officer of Sharon Merrill Associates. The firm drives business and organizational success through corporate and crisis communications, investor relations, public relations, and executive presentation and media training. Sharon Merrill’s award-winning senior-level counselors are industry thought leaders who have earned the trust of C-suite executives at public and privately held companies, academic institutions and non-profit organizations across North America and Europe. Maureen is a national thought leader in strategic communications and leads the firm’s strategic vision and provides high-level counsel to clients. Maureen is a trusted advisor to CEOs, CFOs, GCs and boards of directors on critical communications issues, including those related to reputation management, corporate governance, shareholder activism and proxy contests. She is a frequent speaker on crisis and reputation management issues and has delivered speeches and participated on panel discussions at conferences sponsored by the NYSE, NACD, NIRI, the Publicity Club of New England, Deloitte, and other professional development organizations. She has lectured at universities in the Boston area and has appeared on CNBC, and her comments have been featured in national newspapers and magazines. Maureen is former chairman and board member of NIRI, a NIRI Fellow, chairman of the NIRI IR Certification committee, and member of NIRI’s Senior IR Roundtable and of the Society for Corporate Governance. She received a bachelor’s degree in Communications from Montclair State University. Her specialized training includes completion of prescribed studies in “Financial and IR” at the Simmons College Graduate Program in Communications.