Hosted by the Association of Corporate Counsel – Southwest Ohio Chapter
and The University of Cincinnati Law School

Date: Thursday, November 6, 2008

CLE: Requesting 2 hours general CLE credit from Ohio & Kentucky & Indiana

Place: University of Cincinnati Law School
Time: Registration:  4:00 to 4:20 | Program: 4:30 to 6:30

Cost: $25 – ACC Members & UC Alums & free for UC students

Thanks to our event sponsor:  Vorys, Sater, Seymour & Pease LLP

Professor Black to speak for a half hour followed by Paul Heldman’s keynote address for a half hour.  After that, we will have a one-hour panel discussion moderated by Professor Lynn Bai from the UC law school.

4:20 – 4:25 – Welcome & Introductions

4:25 – 4:55 pm      Professor Barbara Black - Focus on the up-the-ladder reporting requirements of Ohio Rule of Professional Conduct 1.13(b) and the SEC’s Rules of Professional Conduct

4:55pm – 5:25 pm – Paul Heldman –  Executive Vice President, Secretary & General Counsel – The Kroger Co. – Mr. Heldman will address the ethical issues and conflicts that can arise for a general counsel that is a member of the management team but yet must also report information to the Board of Directors.  Mr. Heldman will draw upon his many years of experience at The Kroger Company to provide examples of the conflicting demands placed upon the General Counsel.

5:25 – 5:30 pm - BREAK

5:30 – 6:00pm – Panel Discussion – The panel will follow up on the presentations from Professor Black and Paul Heldman and will address hypothetical situations and potential responses.  The panel has been designed to provide the diverse views of the General Counsel of a publicly traded company, a US subsidiary of a foreign company, a 501(c)(3) corporation, and outside counsel.

Moderated by Lynn Bai of UC law school

Panelists
Roger Lautzenhiser – Partner, Vorys, Sater, Seymour & Pease LLP
Beverly A. Wyckoff - Senior Vice President, General Counsel & Secretary of FirstGroup America, Inc.
Gregory Gehlmann, Sr. VP & General Counsel, First Financial Bancorp
Steven McCarty, Vice President & Counsel , Catholic Health Initiatives

April 3, 2009 — 8:00 a.m. - 4:00 p.m.
            The U.S. financial markets and financial institutions have long enjoyed a reputation for promoting capital formation, market stability, and investor protection.  Recent market events, however, have renewed criticisms of the U.S. regulatory model as outmoded and even anticompetitive.  In addition, the stress in the credit markets has called into question the risk management practices of major global financial services organizations.  Proposals for reform are being advanced, including Treasury Secretary Paulson’s Blueprint for a Modernized Financial Regulatory Structure.

            The 75th Anniversary of the Securities and Exchange Commission marks an appropriate occasion for an examination of these issues.  The Symposium’s speakers will address proposals for regulatory reform from a variety of perspectives, both academic and practical.

Confirmed Speakers

• James D. Cox, Brainerd Currie Professor, Duke University School of Law
• Roberta S. Karmel, Centennial Professor, Brooklyn Law School
• Jerry W. Markham, Professor, Florida International University School of Law
• Adam C. Pritchard, Professor, The University of Michigan Law School
• Janis Sarra, The University of British Columbia, Faculty of Law
• Jonathan S. Sokobin, Director, Office of Risk Assessment, Securities and Exchange Commission
• Cynthia A. Williams, Osler Chair in Business Law, Osgoode Hall Law School, York University

Check back for updates on additional speakers and further details.

March 14, 2008
View webcast
Hewlett-Packard presents a cautionary tale of the damage caused by distrust and dissension within the boardroom. In fall 2006, Hewlett-Packard became embroiled in a headline-grabbing scandal and disgrace when the media reported that the board had authorized the use of possibly illegal tactics to determine the source of boardroom leaks. In the resulting publicity, the underlying problem - the breach of the directors' obligation to maintain the confidentiality of corporate information - was often overlooked. More recently, Dow Chemical announced that it had fired two senior executives, one of whom a director, for allegedly engaging in unauthorized talks to sell the company. In another well-publicized "civil war," in 2005 Morgan Stanley replaced its CEO and substantially reshaped its board of directors.

What confluence of events can cause governance at highly-regarded corporations to go awry? This symposium will explore the causes of dysfunctional boards and attempt to formulate some possible cures.

Confirmed Speakers

• Miriam H. Baer: Acting Assistant Professor, NYU School of Law
• Jayne W. Barnard: James Goold Cutler Professor, College of William and Mary, Marshall-Wythe School of Law
• Lissa Lamkin Broom: Professor, University of North Carolina School of Law
• Lawrence A. Cunningham: Professor, George Washington University Law School
• Tamar Frankel: Professor and Michaels Faculty Research Scholar, Boston University School of Law
• Franklin A. Gevurtz: Distinguished Professor and Scholar, University of the Pacific, McGeorge School of Law
• Peter J. Henning: Professor, Wayne State University Law School
• Kimberly D. Krawiec: Professor, University of North Carolina School of Law

For more information contact Barbara Black.

March 30, 2007
The annual Corporate Law Symposium attracts scholars and practitioners from around the country to exchange ideas about critical topics of today. Targeted to practitioners and academics, this successful event is an avenue where critical thought is expressed. Papers presented at each Symposium are published in a special edition of the University of Cincinnati Law Review.

Agenda

• 8:00-8:45 a.m. - Registration and Continental Breakfast
• 8:45-9:00 a.m. - Welcome by Louis D. Bilionis, Dean & Nippert Professor of Law, University of Cincinnati College of Law
• 9:00 -10:30 a.m. - Panel 1: Consumer Arbitration: The Fundamental Issue of Fairness
  Consumer arbitration, including securities arbitration, has its supporters and detractors in the debate over the fairness of the process. Four recognized scholars present their views on this topic.
  Moderator: Jill Gross, Pace University School of law
  Presenter: Jeffrey Stempel, UNLV, Developing Fairness Protocols for the Era of Mass Arbitration
  Presenter: Edward J. Brunet, Lewis and Clark School of Law, Substantive Fairness in Securities Arbitration
  Commentator: Stephen J. Ware, Kansas School of Law
  Commentator: Jill Gross, Pace University School of Law
• 10:30-10:45 a.m. - Break
• 10:45 a.m. -12:15 p.m. - Panel 2: Investors' Remedies: Arbitration and Litigation
  While investor-broker disputes go to arbitration, other investors may have judicial remedies. This panel explores how investors are faring in the courts. Professor Bullard explores remedies against investment fund managers. Professor O'Hare analyzes the state of investors' remedies after Merrill Lynch, Pierce, Fenner & Smith v. Dabit (U.S. 2006).
  Moderator: Barbara Black, University of Cincinnati College of Law
  Presenter: Mercer E. Bullard, University of Mississippi School of Law, Mutual Fund Shareholder Claims: All Bark, No Bite
  Presenter: Jennifer A. O'Hare, Villanova University School of Law, The Retail Investor and the Anti-Fraud Provisions of the Federal Securities Law
  Commentator: Barbara Black, University of Cinicnnati College of Law
• 2:15-12:45 p.m. - Lunch at the University of Cincinnati Faculty Club
• 12:15-1:45 p.m. - Roundtable: The Current State of Securities Arbitration
  The securities arbitration process has changed dramatically in 20 years and continues to do so. In recent months, the SEC approved NASD Regulation?s rewrite of its Code of Customer Arbitration to make it more user-friendly, and other revisions may be forthcoming. In addition, the expected merger of the regulatory arms of NASD and NYSE means that there will be one SRO arbitration forum. The panelists discuss the implications of these and other developments and answer questions from the audience.
  
  Catherine McGuire, Associate Director and Chief Counsel, Division of Market Regulation, SEC
  Linda D. Fienberg, President, NASD Dispute Resolution
  Joseph Borg, Alabama Securities Commissioner and President, North American Securities Administrators Association (or his representative)
  Philip M. Aidikoff, Esq., Aidikoff, Uhl & Bakhtiari, Beverly Hills, CA
  Kenneth E. Meister, Senior Vice President and Deputy General Counsel of Prudential Equity Group, LLC
• 3:45-4:00 p.m. - Closing Remarks by Barbara Black , University of Cincinnati College of Law

Confirmed Speakers

• Miriam H. Baer: Acting Assistant Professor, NYU School of Law
• Jayne W. Barnard: James Goold Cutler Professor, College of William and Mary, Marshall-Wythe School of Law
• Lissa Lamkin Broom: Professor, University of North Carolina School of Law
• Lawrence A. Cunningham: Professor, George Washington University Law School
• Tamar Frankel: Professor and Michaels Faculty Research Scholar, Boston University School of Law
• Franklin A. Gevurtz: Distinguished Professor and Scholar, University of the Pacific, McGeorge School of Law
• Peter J. Henning: Professor, Wayne State University Law School
• Kimberly D. Krawiec: Professor, University of North Carolina School of Law

2007 Symposium Participants

• Philip M. Aidikoff, Esq., Aidikoff, Uhl & Bakhtiari, Beverly Hills, CA.
  A graduate of Southwestern School of Law, Mr. Aidikoff is a partner at his law firm, exclusively representing clients in securities arbitration and litigation. He is past president of the Public Investors Arbitration Bar Association and is a member of its Board of Directors. Currently, he is serving a two-year term as chairperson of the National Arbitration and Mediation Committee of the NASD, which provides recommendations on rules, regulations, and procedures governing arbitrations, mediations, and dispute resolution. Mr. Aidikoff has authored or co-authored numerous articles on issues of interest to investors and attorneys, and has also appeared on news channels including CNBC, CNN/fn, and the PBS Nightly Business Report. (Photo not available.)
• Barbara Black, Charles Hartsock Professor of Law and Director of Corporate Law Center, University of Cincinnati College of Law.
  Prior to joining UC this summer, Professor Black was a professor at Pace University School of Law, founder/co-director of the Securities Arbitration Clinic, and co-director of the Pace Investor Rights Project. She has written a number of law review articles on securities arbitration, securities fraud and RICO claims that have been frequently cited, including by both the majority and dissenting opinions in the Supreme Court's opinion, Basic, Inc. v. Levinson, on fraud on the market.
• Joseph Borg, Alabama Securities Commissioner and President, North American Securities Administrators Association.
  Mr. Borg and his team have gained national prominence in closing down unscrupulous microcap stock brokerage firms and prosecuting investment offenders. He was a key leader in the implementation of the Wall Street settlement of $1.2 billion. In addition to state and national recognition, Mr. Borg's expertise is sought afte internationally, enabling him to participate on committees at the United Nations, the International Organization of Securities Commission, and the Council of Securities Regulators of the Americas.
• Edward J. Brunet, Henry J. Casey Professor of Law, Lewis and Clark Law School.
  Professor Brunet is an accomplished litigator, professor, and author, having written numerous publications on subjects as diverse as environmental alternative dispute resolution to class actions and employment arbitration. He teaches classes on civil procedure, antitrust law, and dispute resolution. His work has been published in numerous law reviews.
• Mercer E. Bullard, Assistant Professor of Law, University of Mississippi School of Law.
  Recognized as one of the nation's leading advocates for mutual fund shareholders, Professor Bullard was named by Investment News as one of the 25 most powerful voices in the financial services industry. He is the founder of Fund Democracy, a nonprofit that serves as an advocate and information source for mutual fund shareholders and their advisers. In addition, he has written for TheStreet.com, Barron's, SmartMoney.com, Investment Advisor, On Wall Street, Investment News, law reviews and other publications. He also served as Assistant Chief Counsel in the SEC's Division of Investment Management.
• Linda D. Fienberg, President, NASD Dispute Resolution.
  Many years of experience led Ms. Fienberg to her current position with NASD Dispute Resolution. In this position she is responsible for NASD's alternative dispute resolution program. She also serves as executive vice president and chief hearing officer of the organization. Before assuming her current position, Ms. Fienberg was a partner at the Washington, D.C. firm of Covington & Burling, following 11 years at the Securities and Exchange Commission.
• Jill Gross, Associate Professor of Law, Pace University School of Law.
  Professor Gross is the director of the Securities Arbitration Clinic and the Pace Investor Rights Project. She has worked at several New York law firms, representing clients in white collar criminal and SEC enforcement investigations/ prosecutions and civil proceedings, including securities arbitration, mediations, and trials. In addition, Professor Gross has provided legal consulting services to practitioners on securities arbitrations. A published author, her work on dispute resolution has appeared in numerous law reviews and other publications.
• Catherine McGuire, Chief Counsel, Division of Market Regulations, U.S. Securities and Exchange Commission.
  In her position as chief counsel, Ms. McGuire directs a staff of attorneys responsible for many complex areas of law affecting domestic and international securities markets. She is also responsible for a variety of special projects that encompass significant policy and legislative initiatives. Ms. McGuire is a sought after speaker on a variety of topics, including financial services reform, internet securities trading, suitability issues, soft dollars, securities arbitration, and government securities regulation. (Phot not available.)
• Kenneth Meister, Senior VP and Deputy General Counsel of Prudential Equity Group, LLC.
  Mr. Meister supervises the Litigation and Arbitration Group at Prudential Equity Group, LLC, advising on employment and regulatory matters. A member and past chairperson of the Securities Industry Association Litigation and Arbitration Committee, he has participated on numerous task forces and ad hoc advisory committees. His most recent assignment has been as a member of the NASD's Neutral Roster Task Force and as an SIA representative in connection with the NASD's proposed Public Disclosure Program. A sought after participant at conferences and symposia, Mr. Meister speaks on a variety of topics, including major liabilities, regulatory investigations, arbitration, and mediation.
• Jennifer A. O'Hare, Professor of Law, Villanova University School of Law.
  Professor O'Hare has extensive experience in the area of corporate and securities law. Prior to entering academia, she practiced with the New York office of Jones, Day, Reavis & Pogue. She writes in the area of securities regulation and has published in many law reviews. She also serves as co-editor of Corporate Acquisitions Ideas and co-author of Corporate Acquisitions, Mergers, and Divestitures.
• Jeffrey Stempel, Doris S. and Theodore B. Lee Professor of Law, William S. Boyd School of Law,
  University of Nevada-Las Vegas. Professor Stempel teaches civil procedure/alternative dispute resolution, evidence, professional responsibility, and insurance law and has authored numerous books, articles, and features. He previously taught at Brooklyn Law School and Florida State University College of Law. Prior to entering academia, he clerked for federal judge the Honorable Raymond J. Roderick of Pennsylvania and was in private practice with Maslon, Edelman, Borman & Brand in Minnesota.
• Stephen J. Ware, Professor of Law University of Kansas School of Law.
  Professor Ware has held a distinguished career in law, teaching at numerous law schools including William & Mary, the Ohio State University, the University of Alabama, the University of Kansas, and Samford University. Prior to his teaching career, he worked for Davis Polk & Wardwell in New York and clerked for the Honorable J. Daniel Mahoney, U.S. Court of Appeals, Second Circuit. He is the author of numerous law review articles and books.

In 2007 Chief Justice Thomas J. Moyer of the Ohio Supreme Court announced that he had appointed a Task Force on Commercial Dockets, co-chaired by the Honorable John P. Bessey and Patrick F. Fischer, to develop a pilot project to assess the best method of establishing commercial civil litigation dockets in Ohio’s common pleas courts.

The Corporate Law Center volunteered its assistance to Task Force and, to that end, has compiled information on other states’ efforts to create specialized business or commercial courts. We present this information in two forms: (1) a spreadsheet and (2) summaries detailing information on each state’s use of specialized business/commercial courts.

The Corporate Law Center hopes that this information will be a useful resource for everyone who is interested in the development of business/commercial courts throughout the nation, including policy makers, academics, attorneys and users of the judicial system. We plan to update it regularly and welcome the submission of additional information. Please send questions, comments, corrections and other information to barbara.black@uc.edu.