Volume 4, Number 8 • August 2007
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Directors & Boards


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From Jim Kristie   |   Article of the Month   |   Columnist
Reader Profile   |   Research   |   News
| 



A Fund Manager’s Philosophy

Amidst the smoke of a 5 billion-share trading day, the serenity of reading one investor’s desire for a long-term relationship with management.

Whew. I’m penning this on a day when the stock market is having a big blowup. As I write, the market is down over 400 points. It looks like over 5 billion shares will be traded on the Big Board on July 26.

I’ve been feeling for years that there is way too much trading in the market. I’m guesstimating that the average daily NYSE volume runs between 2 billion to 3 billion shares. Sure, when the credit market seizes up as it’s doing this tail end of July, investors inspect their portfolio with a more jaundiced eye. Or when an individual position is subject to particularly good or bad news you’d expect to see a lot of trading in that stock.

But let’s get real — there is just not enough hard news that comes out of Main Street on an average day to spark billions of shares worth of stock trading in the overall markets or  tens of thousands, hundreds of thousands, or millions of shares in an individual company.

Institutional investors come in for a fair amount of bad-mouthing by managements for their “short-termism.” It’s not all unwarranted, considering the daily trading volumes and the annual portfolio turnover at many funds, which averages 75-100 percent or greater.

How refreshing, then, to read this following passage from a fund manager’s quarterly report to investors:

“In the course of our company visits, it has become relatively easy for us to spot the executives with whom we want to invest. In our view, they’re smart, hardworking, inspirational leaders dedicated to serving the four constituencies we believe are important to a business’ success. We’re not interested in investing with an executive whose only vision is to cut expenses and fire employees so that he or she can meet the next quarter’s projected earnings results. More broadly we think it is important for an executive to first serve his community so that his business will have a good reputation and be able to attract highly qualified, strongly motivated employees. Then employees must be well treated so they will be happy and work hard to provide that business’ customers with a great product or service. If the customers are treated well, we think they will remain customers and recommend the service or product to their friends. In this framework, if community, employees and customers are served properly, a company’s shareholders could earn great returns. If not, we think it really doesn’t matter if a company meets or fails to meet its short term earnings objectives ... it will likely prove a poor long term investment.”

Whose philosophy is this? The fund manager is Ronald Baron, CEO and chief investment officer of the Baron Funds. The above passage is from his 2007 first quarter report to shareholders.

Full disclosure: I am in investor in the Baron Funds. I first met Ron Baron in October 1990, when I was serving on the program committee of the Financial Analysts Society of Philadelphia and arranged for him to come speak to our group.

How many CEOs and boards would relish having all their institutional owners hew to such a philosophy? Would “plenty” be an understatement? Of course, it is a two-way street. It takes “smart, hardworking, inspirational” CEOs and board members to be deserving of this kind of a commitment from a shareholder to invest for the long term.

With both sides lined up thusly, it’s intriguing to think about the impact it would have on our tragicomic multibillion-share daily stock flipping.

Jim Kristie is the editor and associate publisher of  Directors & Boards.

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Will the Tellabs Case Impact the Need for D&O Coverage?
Yes, there is some enthusiasm about the Supreme Court decision’s potential as a pushback on class-action suits, but don’t get too excited.

By Evan Rosenberg

The U.S. Supreme Court’s recent headline-generating decision in the Tellabs, Inc. v. Makor securities case was nearly five years in the making. What impact will this decision have on your need for directors and officers liability insurance? A brief review the case will help answer that question.

In a 2002 securities fraud class-action lawsuit, plaintiff Makor Issues & Rights Ltd. alleged that the CEO of Tellabs Inc., a fiberoptic cable equipment manufacturer, misrepresented the strength of its product sales and earnings, thereby artificially inflating the company’s stock price. Under the Private Securities Litigation Reform Act of 1995, in order to survive a motion to dismiss, the plaintiffs must show scienter (that is, intent) and demonstrate that company executives knew about poor financial results that would drive down the stock price and knowingly or recklessly failed to disclose those results. The district court found that Makor’s complaints had insufficiently shown that Tellabs’s CEO had acted recklessly and dismissed the case.

The plaintiffs appealed, and the Seventh Circuit Court of Appeals reversed the lower court’s decision, holding that the plaintiff’s complaint adequately pleaded scienter. Tellabs then appealed the Seventh Circuit’s reversal to the U.S. Supreme Court. 

[Click Here to Read the Entire Article]

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What Can We Learn from Private Equity?
A lot — especially about how PE firms approach the governance of their investments.


By Robert H. Rock


The value of mergers and acquisitions has soared, up almost 50 percent from last year’s record amount. An increasing number of these deals involve private equity (PE) firms. During the last takeover boom in 2000, PE accounted for 1 in 25 deals; so far this year, it’s 1 in 3. In the first half of 2007, PE raised a quarter of a trillion dollars; 15 years ago, the figure was $10 billion. PE now drives the financial markets, and the heads of these firms are the new kings of Wall Street.

Over the past five years I have voted three times as a director to sell the company to a PE firm. At the time, the price paid for these companies, bid up during an exhaustive auction process, seemed very full. But within a few years, the new owners had extracted a tidy profit, and in one case an outright killing.

How did they accomplish this? They upgraded management, raised performance expectations, tied rewards to performance, instilled a sense of urgency, cut costs, pared unprofitable operations, grew those parts where returns were highest, capitalized on low interest rates and relatively loose covenants, and imposed the discipline of leverage. In addition, these PE firms revamped the board of directors, often inserting a strong outside chairman, and instituted rigorous oversight processes that helped bring about these superior results.


[Click Here to Read the Entire Article]

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Harry L. “Hank” Gutman
Director
KPMG’s Tax Governance Institute


Editor's note:  Each month, we ask a Directors & Boards reader to comment on critical issues facing directors today.  If you'd like to participate in this section in the future, please email Scott Chase


KPMG’s new Tax Governance Institute director offers important advice on tax risk best practices.


Why is tax risk becoming an increasingly important topic inside the C-suite and before corporate boards?


Historically, taxes have not received a great deal of attention by those outside the tax department.  Dialogue within a company about goals, objectives and risks typically avoided discussions of tax.  This frequently created a disparity between the company’s tax risk profile and its overall corporate risk profile.

However, as the regulatory and business climates have shifted in recent years, we have seen a growing recognition of the scope and magnitude of tax risk.  This has been prompted in a large part by the overwhelming number of tax-related material weaknesses reported under Sarbanes-Oxley 404, highlighting inadequate internal controls over the financial reporting of income taxes, a responsibility that falls squarely within the purview of corporate management and the audit committee.

Additionally, the recent implementation of FIN 48 and demands for greater transparency and disclosure by the SEC, Congress and taxing authorities throughout the world, have created a need for audit committees, corporate management and tax directors to collaborate more formally on the oversight of their company’s tax risk management. 


[Click Here to Read the Entire Article]

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79% of Restructuring Experts Predict Increased Corporate Debt Defaults

Manufacturing, Financial Services and Retail Expected to be Hit the Most;71% See an Increase in Cross-Border Restructurings

No less than 79 percent of leading restructuring experts predict increased defaults on high-yield corporate debt in the next 18 months, according to a new survey by AlixPartners LLP.  The survey, called the AlixPartners Risk Factor Index, was conducted in May with select bankers, lawyers, fund managers and other industry experts in the U.S., with 34 responding in detail.  The remaining 21 percent of the respondents said they expect the level of debt defaults to remain the same over the next year and a half, while none said the level will decrease.

When asked to rate which of five key industries is most likely to experience the need for turnarounds, 59 percent picked manufacturing, followed by financial services (24 percent), retail and consumer products (21 percent), and healthcare and pharmaceutical (19 percent).  Of note, in addition to these “most-likely” votes, all five industries received several votes each for “second-most likely” and “third-most likely.”  The fifth industry in question was energy and utilities.

Why are debt defaults expected to increase?  Thirty-five percent of those polled predicted the trigger will be some sort of a shock to the economy, with events ranging from a big bank meltdown to, the unthinkable, a terrorist attack listed as possibilities.  An additional 35 percent said that today’s unprecedented debt levels alone might be the trigger, as more and more companies stagger under the weight of today’s crushing debt loads.  By contrast, only 16 percent said they thought that a full-blown recession would be necessary to drive an expansion in debt defaults.
However, of note, 31 percent said that increased government regulation of hedge funds, in the U.S. or internationally, would lead to less liquidity in the market—which many experts believe could itself bring on a recession.

Because so many companies today know no national boundaries, the experts also were asked to predict the future of cross-border restructurings, a top topic in Europe in particular.  A resounding 71 percent said they believe the number cross-border restructurings will increase in the next year and a half, with only 3 percent expecting them to decrease. 

About AlixPartners
AlixPartners is a global restructuring, consulting and financial advisory firm.  The firm has offices in Chicago, Dallas, Detroit, Düsseldorf, London, Los Angeles, Milan, Munich, New York, Paris, San Francisco, Shanghai and Tokyo.




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August 22-24, 2007
The Directors' Consortium, a joint offering of the University of Chicago Graduate School of Business and the Tuck School of Business at Dartmouth, will host a three-day intensive program exploring the fundamentals of corporate governance and board service. Leading faculty from six world-class institutions will present a comprehensive approach to the complex decisions that board members must make. The program will be held at the Chicago GSB. For information, visit
http://www.directorsconsortium.net

September 18-19, 2007
On Board Bootcamp, hosted by Susan Stautberg and Carolyn Chin in New York City, provides an insiders guide on how to be selected as a Corporate Director and introduces you to experienced directors and search executives who will share with you "lessons learned" along the way. To register, contact Vaiva Razgaitis at partcom@verizon.net or call 212-987-6070. For more information, visit
http://www.onboardbootcamp.com

September 19-20, 2007
The U.S. Chamber of Commerce Business Civic Leadership Center will host the 2007 Global Corporate Citizenship Conference in Washington D.C. The event will be held at the chamber's offices and also the headquarters of the World Bank. The conference will bring together business leaders from across the country to discuss how to advance global development through corporate citizenship initiatives. Register at
http://www.uschamber.com/bclc/events

September 20, 2007
Boardroom Consultants will present its Fifth Annual Institute on Board Committee Independence and Effectiveness at TIAA-CREF headquarters in New York. This year's theme is "Corporate Decision Making: Who's in Charge - the CEO, the Board, or Shareholders? Implications for Risk Taking and Innovation." Led by Roger Kenny, the firm's managing partner, the day will include 20 governance experts on panels that will address "The Democratization of the Governance Function," "Setting the Priorities of the Board," "Director Skill Sets; How the Model is Changing," and other topics. For information, call 212-328-0440 or visit
http://www.boardroomconsultants.com

September 24, 2007
The Practicing Law Institute holds its Fifth Annual Directors' Institute on Corporate Governance at the PLI New York Center. Program topics include "Executive Compensation," "Access to the Boardroom," "Hedge Fund 101 for Directors," and "Dealing with Board Dysfunction and Crisis." Catherine Kinney, president and co-COO of NYSE Euronext, will give a luncheon keynote on "The Challenge of Global Governance." Program chairs are Ira Millstein, Richard Koppes, and Kayla Gillan. For more information, visit
http://www.pli.edu or call 800-260-4PLI.

September 30 - October 5, 2007
Harvard Business School presents a new executive education program, "Launching New Ventures: Jump-Starting Innovation for Entrepreneurs and Business Owners." The program will prepare executives to start and build successful new ventures in today's complex and rapidly changing business environment. It will take place on the school's Boston campus. The program is designed for executives who are leading a new venture or developing the capabilities needed for successful innovation in their small to midsize companies. The curriculum is built around cases and tutorials that examine the challenges and risks associated with launching a start-up. The program will also focus on the organizational capabilities needed to launch and grow a new business and analyzing and prioritizing ideas and determining the size and viability of opportunities. For more information or to apply online, visit
http://www.exed.hbs.edu/programs/

October 1, 2007
The New York Stock Exchange and Corporate Board Member magazine host "The Board Committee Peer Exchange," a session designed to provide information exchange for board committee chairmen and general counsel. For information contact jtassa@boardmember.com or call 615-309-3247.

October 3-4, 2007
Ethical Corporation Conferences will host leading figures from throughout corporate Europe to discuss corporate corruption at "The Anti-Corruption Summit." To be held in Amsterdam, the event will address where the new emerging risks are and how to come to grips with existing ones; how to deliver more effective and leaner compliance; the latest tactics and technologies to deliver a powerful ethics and compliance culture; and the value of reputation and what it means for winning more business. For more information go to
http://www.ethicalcorp.com/anticorruption2007/speakers.shtml

October 9, 2007
TheCorporateCounsel.net will hold a conference on "Tackling Your 2008 Compensation Disclosures: The 2nd Annual Proxy Disclosure Conference" in San Francisco and via video webcast to analyze the latest trends and expectations from the SEC regardin the SEC's new executive compensation rules. Visit
https://www.thecorporatecounsel.net/conference2007/register/start.asp for more information.

October 9-10, 2007
The Rice University/Fulbright & Jaworski LLP Corporate Directors' Institute will host the inaugural Energy Industry Board Conference. Board members from companies spanning the energy sector will have the opportunity to participate in discussions led by industry leaders, experts and distinguished scholars about challenges and issues facing board members of energy and chemical companies. Among the topics that will be covered in the two-day conference to be held on the Rice campus in Houston are: strategic planning in the energy industry - the proper relationship between the board and management; accounting hot topics in the energy industry; and the board's evolving role in environmental, health and safety oversight. To register, visit
http://www.jonesgsm.rice.edu/boardconference



October 9-12, 2007

Stanford Graduate School of Business and Stanford Law School present the Stanford Directors' Forum, a program for learning new management strategies, leadership skills, and governance best practices from the distinguished faculty of the two schools and key business leaders. Key topics include building effective boards, evaluating proposed financial transactions and policy, oversight of financial reporting and communicating to shareholders, and evaluating corporate strategy. Visit
http://www.gsb.stanford.edu/exed/sdf for more information.

October 10-12, 2007
The National Association of Stock Plan Professionals will hold its 15th Annual Conference in San Francisco. Over 45 panels will discuss all the latest on employee benefits and compensation trends and practices. Visit
http://www.naspp.com/Conference2007/ for more information.

October 11, 2007
CompensationStandards.com will hold its 4th Annual Executive Compensation Conference in San Francisco and via video webcast to provide practical guidance on the latest tools and methods that boards are using to implement responsible CEO pay practices. Visit
https://www.compensationstandards.com/Conference07/register/start.asp for more information.

October 14-16, 2007
The National Association of Corporate Directors (NACD) holds its 2007 Annual Corporate Governance Conference. This year's theme is "The Empowered Board: Taking Charge in an Era of Accountability." The program will cover such topics as majority voting and director nominations, shareholder advisory votes, impact of private equity, director liability, and risk oversight, as well as the latest key recommendations of the NACD's Blue Ribbon Commission on the Governance Committee. Awards will be given for Public Company Director of the Year, Private Company Director of the Year, Not-for-Profit Director of the Year, and the B. Kenneth West Lifetime Achievement Award. The conference will be held at the JW Marriott Hotel in Washington, D.C. For registration and hotel information (last year's conference sold out) call 202-775-0509, or visit
http://www.nacdonline.org

October 15, 2007
Business Roundtable Institute for Corporate Ethics hosts the Senior Leadership Team Ethics Seminar, a forum for senior executives to share best practices and best thinking regarding ethics. Held in Washington, D.C., the half-day session is led by the Institute's instructors who are faculty at top business schools. This program is for chief ethics officers, chief financial officers, and other C-level executives, as well as vice presidents, general counsels, corporate secretaries, and members of the board of directors. Issues addressed include how to: build and strengthen an ethical culture; develop a strategic, enterprise approach to ethics; foster trust among your firm's stakeholders; and identify issues your firm is likely to face in the next 5-10 years. More information can be found at:
http://www.corporate-ethics.org/seminars/leaders_seminar.htm

October 23-24, 2007
Outstanding Directors Exchange (ODX) and Columbia Business School hold an ODX Chicago session for a series of panels on key issues in corporate governance. For information, visit
http://www.theODX.com


October 26-27, 2007
The Society for Industrial and Organizational Psychology Inc.'s Fall Consortium 2007 will focus on "Enabling Innovation in Organizations:  The Leading Edge."  Held in Kansas City, the event is keynoted by Ed Lawler, director of the Center for Effective Organizations and Distinguished Professor of Business at the University of Southern California.  For more information, visit http://www.siop.org/lec/default.aspx

October 29-30, 2007
The UC Berkeley-Deloitte Consulting LLP Director's IT Forum presents "IT Strategy and Risk Management." Positioned as a first-of-its-kind executive program for board directors on the strategic, risk management, and governance implications of information technology, the event will be held at the UC Berkeley Center for Executive Development at the Haas School of Business. Registration is limited to 50 participants. Visit
http://execdev.haas.berkeley.edu/board or call 510-642-9167.

October 29-31, 2007
The American Strategic Management Institute will hold its Annual Performance Conference in Las Vegas, NV presenting best practices and the latest innovations in Performance Management, Business Processes, Financial Performance and Human Resource Development. For more information, visit
http://theperformanceconference.com

November 7-9, 2007
The Global Capital Markets Center at Duke University hosts the Sixth Annual Duke Directors' Education Institute, an ISS-accredited intensive program that addresses recent developments in corporate governance. Topics to be discussed include "CEO and CFO Retention and Succession," "Current Issues in Executive Compensation," "Can Boards Handle both Their Strategic and Compliance Duties?" and "What Directors Must Know About Financial Reporting." Speakers include Steve Miller, chairman and former CEO of Delphi Corp., Chuck Noski, director of Microsoft and Morgan Stanley, and Leo Strine Jr., vice chancellor of the Delaware Court of Chancery. For additional information, call 919-613-7260 or visit
http://www.fuqua.duke.edu/conference/dei

November 14-16, 2007
The University of Wisconsin-Madison School of Business will hold its Seventh Annual Director's Summit. Sessions include "New Board Member Orientation," "Mutual Fund Governance Issues," "Compensation Committee Issues," and "Board Oversight of the CEO." Speakers include Tom Falk, chairman and CEO of Kimberly-Clark Corp., Beverly Behan, managing director, Board Effectiveness Practice, Hay Group, and Sharon Allen, chairman of the board, Deloitte & Touches USA LLP. To register, visit
http://www.directorssummit.com

November 27, 2007
The Women Corporate Directors Mini-Conference will be held from 2:00-9:00 pm at KPMG Headquarters in New York City to share perspectives on corporate governance and discuss the significant issues being raised today by corporate boards, regulatory agencies and the courts. For more information, contact Vaiva Razgaitis at partcom@verizon.net.

November 29-30, 2007
Outstanding Directors Exchange (ODX) and Columbia Business School hold an ODX New York session for a series of panels on key issue in corporate governance. For information, visit http://www.theODX.com.

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IT Risk Emerges as a Priority
While audit committees continue to stay squarely focused on the basics of financial reporting oversight, they are developing a heightened awareness and appreciation of other risks that could have significant financial reporting implications, according to the 2006-2007 Public Company Audit Committee Member Survey.

The survey — sponsored by KPMG’s Audit Committee Institute and the National Association of Corporate Directors  — indicates that oversight of accounting judgments and estimates and Sarbanes-Oxley Section 404 compliance are the top two priorities for many audit committees this year. But the oversight of information technology (IT) risk has emerged as a high priority, as well. In fact, only 15 percent of the 282 audit committee members surveyed were “very satisfied” with their oversight of IT and about one in five said their IT risk oversight needed improvement. Some 90 percent of respondents said the audit committee should devote more agenda time to IT risk oversight. For more information, visit http://www.kpmg.com/aci.

Support for Climate Change Proposals Inches Higher

It was a record proxy season in 2007 for shareholder proposals asking companies to address climate change, with more proposals coming to a vote and higher support levels than the two previous years, according to Proxy Governance, a leading proxy advisory firm.

Based on preliminary results reported by the firm in July, more than 40 climate-related shareholder proposals were filed for 2007, compared to 27 last year, as proponents tried to build momentum from what was seen as a successful campaign last year to make climate change a more prominent issue among mainstream institutional investors. Five climate proposals were supported by more than 30 percent of the votes cast — a level often viewed as significant — compared to just one proposal with this level of support in prior years. Increasingly, corporations were seen joining investors on the issue as well. In March, for instance, a dozen major corporations, including DuPont and Alcoa, joined more than 50 concerned institutional investors in calling on Congress to pass comprehensive regulations to control greenhouse gas (GHG) emissions.

Securities Class Action Suits: ‘Extremely Low Filing Activity’

Securities class action filings are well below historical averages for the fourth consecutive six-month period, finds a new mid-year report released in July by the Stanford Law School Securities Class Action Clearinghouse in cooperation with Cornerstone Research. The 59 filings recorded in the first half of 2007 (January through June 22, 2007) represent a 42 percent drop from the average semi-annual filing rate of 101 (mid-year periods July 1996 through June 2005).

“We’ve now had two years worth of extremely low filing activity,” explained Stanford Law School Professor Joseph Grundfest, director of the Securities Class Action Clearinghouse, co-director of the Rock Center on Corporate Governance, and former Commissioner of the Securities and Exchange Commission. “This is starting to look like a permanent shift, not a transitory phenomenon.” The full report is available to view online and can be downloaded at http://securities.stanford.edu/index.html or http://securities.cornerstone.com




Director Resources
New Information Center: Deloitte & Touche has launched a new online Center for Corporate Governance, designed as a “one-stop shop” for boards of directors, c-suite executives, internal auditors, in-house counsel, and others who need the latest information on corporate governance and compliance. The site will offer timely, relevant information and opinions on issues of concern to audit committees, board governance, and compensation committees, and will include Deloitte webcasts, podcasts and events.

IPO Report: Despite the attention paid to the “going private” boom, going public is making a strong comeback for emerging companies, though not without challenges, according to IPO Executive Insights 2007, a survey commissioned by Nixon Peabody LLP. In the first quarter of 2007, $12.1 billion was raised through 64 IPOs, and 81 percent of the CEOs and CFOs surveyed — senior executives who recently led their companies through IPOs — expect the U.S. IPO market to remain robust during the next 12 months. These senior executives believe the Nasdaq and London Stock Exchange will see the most IPO activity, despite talk of Hong Kong Stock Exchange dominance. IPO Executive Insights 2007 also delves into the challenges of the IPO process, specifically corporate governance, accounting and compliance issues, and offers examples of how these challenges were resolved. The full report is available at http://www.nixonpeabody.com.

Doing Business in India: “What’s Ahead for the Booming Indian Economy?: A Realistic Assessment” is the subject of a special report produced by The Dilenschneider Group, a leading consultancy on strategic communications and policy issues facing corporations. For a copy, call 212-922-0900. (Robert L. Dilenschneider, the firm’s chairman, is a member of the editorial advisory board of Directors & Boards.)

Doing Business with the U.S. Government: Integrity Interactive Corp., a company that helps global corporations build ethical cultures that reduce risk, announced in July a new service designed to help federal contractors and subcontractors comply with sweeping new ethics and compliance requirements about to be imposed by the U.S. government. The proposed changes will affect tens of thousands of companies — public and private, foreign and domestic. To learn more, call 781-891-9700 or visit http://www.integrity-interactive.com.

Your Buzz Factor: Hoover's Inc. has launched The Hoover’s Index,  a free, proprietary monthly index of the leading public and private companies, nonprofits, and associations which represent the brand leaders, up-and-comers and “buzz” creators driving the U.S. and international economies. The Hoover’s Index, which reveals monthly spikes in company search activity, represents a relative ranking of companies generating interest and exposure independent of pure fiscal performance measured by most business ranking indexes. “The Hoover’s Index is a valuable resource for business executives, financial analysts, mutual fund managers, and investment advisors in gauging which companies are capturing the interest of the global business community. It’s a bit like TV ratings for companies,” says Paul Pellman, interim president of Hoover’s. Additionally, for those who would like direct delivery of news about the latest developments within The Hoover’s Index, the Hoover’s Hottest Companies newsletter is also available.

Author Notes
Kurt Schacht, CFA, managing director of the CFA Institute Centre for Financial Market Integrity, now appears every Friday morning on Chuck Jaffe’s “Your Money Radio” show. Schacht, who is an expert on hedge funds, corporate governance, securities regulation, and global investment market reform, will be discussing these topics in upcoming segments. Schacht’s radio segment is called “You Should Know.” It appears at 6:50 a.m. (Eastern) and is available online or on WBIX (AM-1060) in Boston. Jaffe’s show airs daily from 6 am to 7:30 am and is also podcasted. Jaffe is senior columnist for MarketWatch. Through syndication, his "Your Funds" column is the most widely read feature on mutual fund investing in America.

Gordian Group has been retained by Bravo! Brands Inc., a brand development and marketing company that promotes and distributes vitamin-fortified flavored milk and other beverages to provide financial advisory services to assist the company with the restructuring, reorganization, sale or other strategic alternatives. Gordian Group’s Henry F. Owsley and Peter S. Kaufman are the authors of the book, Distressed Investment Banking: To the Abyss and Back, an excerpt of which appeared in the Third Quarter 2006 issue of Directors & Boards.

For the fourth consecutive year, The American Lawyer magazine has named Debevoise & Plimpton LLP to the top position in its "A-List" ranking of the nation's leading law firms. In its July issue, The American Lawyer notes that Debevoise "continues to combine near-perfect pro bono scores with top-flight revenue per lawyer and diversity numbers...." Debevoise ranked second in New York and fourth nationally for its pro bono work. This is the publication's fifth annual A-List survey, which ranks firms based on revenue per lawyer, associate satisfaction, diversity and pro bono effort. Debevoise is one of seven firms that have been included in The American Lawyer's 20-member A-List in each of those five years.

LRN  has acquired Fuel, an e-learning company based in the U.K. The combination of the companies provides enhanced capabilities and positions LRN as the foremost leader in helping companies address global ethics and compliance issues. Fuel  was founded in 1994 and named one of five global e-learning visionaries by industry analyst firm Gartner Group.

Protiviti Inc., a global provider of independent business and technology risk consulting and internal audit services, has been recognized as a leader in risk consulting services by Forrester Research in its June 2007 report, "The Forrester Wave: Risk Consulting Services, Q2 2007."

Morrison & Foerster LLP has strengthened its Executive Compensation Practice with the addition of Michael T. Frank, a leading tax practitioner, as a partner in its Palo Alto office. Mr. Frank has advised on the executive compensation and related aspects of more than 150 domestic and cross-border mergers, acquisitions, and spinoffs. He joins the firm from DLA Piper, where he was a partner in that firm’s Palo Alto office.   



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Directors & Boards e-Briefing is a monthly service of Directors & Boards. All contents copyright 2007, MLR Holdings LLC.