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DIRECTORS ROSTER

Mirion Technologies Inc.
Consolidated Communications Holdings Inc.
Broadmark Realty Capital Inc.
Ethan Allen Interiors Inc.

FEATURED DIRECTOR

Rocking the Boat: The Growing Impact of Shareholder Activism and What Directors Need to Know and Do

Click to Replay

Hardly a day goes by without a business news headline about shareholder activism: Pershing Square/Valent/Allergan, Sotheby’s/Third Point, Starboard/Darden, and so on. While some shareholder activists continue to focus on the implementation of structural reforms, such as seeking to eliminate classified boards, others have become more vocal in emphasizing “operational,” “financial” or “strategic” changes. 

This webinar will help board members prepare to respond to an increasing number of shareholder activists with growing influence that are seeking to change a company’s operating plan, strategic direction (including by advocating for spin-offs and other M&A transactions) or management. These shareholder activists are positioning themselves as significant “value creators,” rather than merely proponents of best corporate governance practices.
 
Among the key topics that will be addressed:

  • trends in activism
  • understanding directors’ duties in relation to activist campaigns; and
  • effective board engagement with activist investors

Speakers

David J.P. Meachin

David J.P. Meachin is Chairman and Chief Executive Officer, Cross Border Enterprises, L.L.C.  Meachin has served on public SEC-reporting company boards for 16 years, during which time he has been a Member of the Executive Committee of the Board, Chairman of the Audit Committee, and Member of the Compensation and Governance Committees. Companies on whose boards he has served include Lyondell Chemical Company (NYSE), Millennium Chemicals, Inc. (NYSE), The Ground Round ( NASDAQ), and Metha Energy Solutions Inc. (OTC).  He has also served on the board of an Indian Emerging Growth Fund and is currently Chairman of the Board of LivePlatform, Inc., a social-media focused company. He serves or has served on a number of non-profit organization’s boards as Chairman, Vice Chairman or a Director, including the British American Educational Foundation and University of Cape Town Fund in the US. He is an Advisory Board Member of Structured Credit International Corp. (SCIC), WoodLake Group LLC, the South African Chamber of Commerce America (SACCA), The SABLE Accelerator, and an XCEO Ambassador of XCEO, Inc. He is a Member of The Economic Club of New York, the National Association of Corporate Directors, Corporate Directors Group (Advanced Professional Director) and European American Chamber of Commerce NY.  David Meachin is a frequent speaker and forum participant on issues of corporate governance, private equity and investment banking at Director Conferences and at university Business and Law Schools in the US and internationally. 

Robert Katz

Robert Katz represents clients in a broad range of M&A transactions—public and private, negotiated and unsolicited—including tender and exchange offers, leveraged buyouts, takeover defense strategies, joint ventures, divestitures and cross-border transactions. In 2013 Katz advised Southeastern Asset Management, Inc., Dell's largest unaffiliated stockholder, in connection with evaluating and pursuing alternative proposals related to Dell's proposed take-private transaction.

Clare O'Brien

Clare O’Brien regularly advises major US and international clients on their public and private mergers and acquisition transactions, including public company restructurings, joint ventures and large public transactions. She also provides counsel on corporate law questions, including corporate governance matters. O’Brien is co-author of “Activists at the Gate: The Continuing Evolution of Shareholder Activism in the US,” published earlier this year on boardmember.com. 

Peter Begalla

Peter Begalla is Directors & Boards' Education Director, and an Adjunct Professor with Stetson University. He develops and coordinates content for the Private Company Governance Summit, Directors & Boards' Director Roundtables and for the renowned Family Business Magazine Transitions conferences.



Thrust into the Spotlight

Typically I maintain a low profile. My philosophy is that editors should be like stage directors, orchestrating the production from behind the curtain. If there is any attention to be gotten, I prefer my authors get the recognition for their good works.

But occasionally I get thrust into the spotlight. It happened last month when a good colleague featured an interview with me in his own publication.


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

My Grandchildren's World

For 25 years I have delivered a “Thanksgiving Day Address” to my family and friends who gather at my home on this special American holiday that glorifies our nation as a land of opportunity, of sharing, of plenty.

This year my Thanksgiving address focused on the world my granddaughters were born into. With the births of Francesca and Madeleine, 2014 was a pivotal year for the Rock family. Will it be a pivotal one, perhaps a turning point, or even an inflection point, for the world?


Robert H. Rock is chairman and publisher of Directors & Boards. He can be contacted at rrock@directorsandboards.com.

The Board's 'Seven Year Itch'

The famous Marilyn Monroe comedy “The Seven Year Itch” examines the natural tendency of people to get bored and complacent after seven years of a relationship. Is it possible that companies and directors need to act after seven years to remove complacency and stay fresh and engaged? Let’s consider why companies and boards need to address the issue in a way that benefits all concerned.

In the Beginning


Allan Grafman is president of All Media Ventures, which monetizes brands and content for investors and companies. He can be contacted at allangrafman@allmediaventures.com.

Idalene ‘Idie’ Kesner is dean of the Kelley School of Business at Indiana University and holds the Frank P. Popoff Chair of Strategic Management. She can be contacted and ikesner@indiana.edu.

Both authors serve on several public and private company boards.

This article originally appeared in the Fourth Quarter 2014 edition of Directors & Boards.

The Idea Business

Early in my career I had a boss, successful and entrepreneurial, who gave me this piece of advice: “Jim, you have to give people ideas. Most people do not have ideas.”

Most people have ideas . . . but I know what he meant. His longstanding success was based on giving people ideas that grew sales, helped develop new products and services, started new businesses, honed new strategies, forced new ways of looking at their operation . . . in short, ideas that created value. 

Those are the ideas that are in short supply and high demand.


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

Kim Van Der Zon

The growing focus on board composition is a positive development in corporate governance, but board composition also has provided activist investors with another powerful potential lever by which they can attempt to wrest control of companies in their sights. Agree or disagree?


Kim Van Der Zon, based in New York, leads Egon Zehnder’s US Board Consulting Practice, advising across all industries, from Fortune 500 through to private equity. She provides counsel in regard to board composition, board succession planning, and board assessments, and is frequently engaged by boards for CEO searches. Kim also advises companies on forming new boards in preparation for IPOs and spin-outs, and advises in activist situations.  Prior to joining Egon Zehnder, Kim held senior management roles with Procter & Gamble, The Bank of Montreal, and Labatt Breweries (now AB InBev).  Kim earned an Honors Bachelor of Business from Wilfrid Laurier University in Canada, and an MBA from the University of Toronto.

Contributing from day one

 

Getting ready to serve on a board begins with one’s own career performance and planning; but it doesn’t stop there. Success as a board member starts from the day you get an invitation to join. Here are tips for doing a good job as a director, from day one:


Nancy Calderon (at left) is a global lead partner at KPMG LLP and a senior advisor to the KPMG Audit Committee Institute. Susan Stautberg is the CEO, co-founder and co-chair of WomenCorporateDirectors (www.womencorporatedirectors.com). This article is an excerpt from their new book, Women on Board: Insider Secrets to Getting on a Board and Succeeding as a Director, copyright ©2014 KPMG LLP and Susan Stautberg.

Women on Board is available in both electronic and print format. For information contact Temin and Company at news@teminandco.com or Bridget Carroll of KPMG at bccarroll@kpmg.com. 

Board evolution: 'A new way to frame board succession

 


John T. Thompson is a vice chairman with Heidrick & Struggles (www.heidrick.com) and is recognized as one of the most respected advisers to boards and CEOs in the nation. Michael Nieset is a partner with Heidrick & Struggles and a member of the CEO & Board Services and the Global Technology practices. Natalia Rodriguez, an associate with the firm, assisted in the preparation of this article. 

The authors can be contacted at jthompson@heidrick.com and mnieset@heidrick.com.

Book it: Best bets 'for board reading

My game changer 

From iCompete by John T. Hewitt. Copyright ©2015 by JTH Publishing LLC. Published by A Book’s Mind (www.abooksmind.com).