“Barbarians at the Table? Or Heroes of
Shareholder Value?”

Thursday, November 19, 2009 - 7:00am - 9:00am

Barbara Borden Partner, head of Mergers & Acquisitions, Cooley Godward more

Harry Casari Director, Cohu, Inc., Meade Instruments Corp., Orange 21 Inc., and others more

John Mutch President & CEO, BeyondTrust Software; former CEO, Peregrine Systems more

Lloyd Rowland (Moderator) VP, Governance & Compliance, & Secretary, Amylin Pharmaceuticals more

Boards can become fractionalized for any number of reasons, such as proxy battles, mergers, or changes in company strategy. More and more boards are having directors brought on not by collegial or nominating committee choice, but by activism.

Often this new point of view is constructive and sparks important conversations and changes. As likely, the shift in board dynamics can cause gridlock, open inter-group fighting, disintegration in staff morale, legal exposure—in general, a situation where fulfilling the duties of a director become much more difficult.

With roles as both public and private company directors, the expert panelists will share their good, bad and ugly personal experiences; and explain how they were able to make it work, or what they did when cohesion was not possible, addressing such questions as:

• Where should/do your loyalties lie?
• What do the activist investors want?
• Do you have a rigorous process in place to assess the ideas of shareholders?
• When does a director speak up, shut up or step out?
• What is the role of the lead director or chair?

This program will provide "how-to's" to keep the board’s focus on managing or melding fissures wherever possible, in order to do what is in the best interests of the entire organization and all shareholders!

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