About the Second Annual Berle Colloquium


Second Annual Berle Corporate Governance Colloquium

Our theme for this year's event is "Why Corporations Fail."  We got the idea from a tremendous new book that came out in 2012, called Why Nations Fail.  The authors are two of the world's leading scholars-Daron Acemoglu and James Robinson.   However, the book is not written for academics, but for the educated world citizen.  It reminds us of books like Adolf Berle's The Modern Corporation and Private Property, or John Kenneth Galbraith's The New Industrial State-books that really influence the thinking of policy makers in leadership roles in government and business.  We think the book raises interesting points that have some crossover into the corporate governance realm and will provide a stimulating starting point for the day's conversation.

Berle Colloquium Leadership Team

  • Stewart Landefeld, Lead Chair
  • Bill Chandler, Co-Chair
  • Gil Sparks, Honorary Co-Chair
  • Jesse Finkelstein, Honorary Co-Chair
  • Karl Ege
  • Norm Veasey
  • Carol Hansell
  • John Olson
  • John Seethoff
  • Chuck O'Kelley

Date and Logistical Detail

The Colloquium will take place in Seattle, Washington, on Friday, April 26, 2013.  There will be an informal get together on Thursday night for folks arriving in time.  We will have a full day of conversation on Friday (non-hierarchical and fully interactive as last year) followed by a gala dinner on Friday evening.

BERLE CORPORATE GOVERNANCE COLLOQUIUM II


7:30 a.m. - 8:15 a.m.   Informal Breakfast in the Meeting Room


8:15 a.m. - 8:30 a.m.  Welcome and Overview of the Colloquium


8:30 a.m. - 9:30 a.m.  Session #1: Is the "Modern Corporation" a Failing Institution?
For most of the twentieth century, the modern corporation, a uniquely American invention, was the bedrock for America's dominance abroad and prosperity at home.  Initially taking advantage of America's vast internal markets, the modern corporation evolved highly efficient industrial management processes, so that as early as World War I, American industry had passed both Great Britain and Germany in productivity.  However, in the first thirty years of the twentieth century, the modern corporation was a private and selfish creature, controlled by its managers and financiers.  The Great Depression was the fulcrum for the first great transformation of the modern corporation.   With the New Deal, the national government emerged as a regulator and partner of the modern corporation.  No longer was the modern corporation solely a vehicle for private interests. It was the vehicle not only for its managers and stockholders to share in wealth creation, but also the source of growth and prosperity for Americans, generally.   As the 21st Century begins, has the corporation begun to fail?  Is it losing its dominance as the engine of national growth and shared prosperity? Professor Davis will provide us with a provocative look at where the modern corporation is today, and where it may be headed. 
Conversation Stirrer: Jerry Davis


10:00 a.m. - 12:00 p.m.  Session #2: Creative Destruction and the Status Quo of the Corporation ( Break - 10:30 a.m.)
Nations prosper when they maintain "inclusive economic and political institutions" that provide incentives for innovators to create.   There is a tension, however, between future and past innovators.  Past innovators understandably must be allowed to enjoy the fruits of their creation.   In order for future innovators to be properly incentivized, the past innovators must not be allowed an excessive hold on the levers of power and wealth.   Put succinctly, society must strike a proper balance between promoting creative destruction and respecting the claims of those responsible for the current status quo.   Within the corporation, this tension affects the ability of the corporation to adapt to changed circumstances.   What structural and cultural approaches typify well governed corporations that strike the correct balance between creative destruction and the status quo?  What role should activist shareholders play when corporations are not well governed?
Moderators: Karl Ege and Chuck O'Kelley
Conversation Stirrers:  Roy Katzovicz; Lydia Beebe; Larry Hunter; George Munoz; Larry Sonsini


12:00 p.m. - 1:00 p.m.  Lunch


1:00 p.m. - 1:50 p.m.  Session #3 Controlled Corporations and More - the view from Canada

Majority ownership, particularly family control of a publicly-traded corporation is a central feature of most nations' economies.  Until recently, America has stood near alone in the predominance of separation of ownership and control.  As we begin to see signs of American convergence, particularly with increasing control of publicly-traded corporations by a single entity, (be it a family, a private equity fund or another corporation), what are the lessons we can learn from our Canadian neighbors?  Are there other lessons we can learn from the Canadian approach to corporate governance?
Moderator: Carol Hansell
Conversation stirrers: Peter Johnson; Geoff Creighton; Mary Mogford


2:00 p.m. - 2:50.p.m.  Session #4
DelawareOver the last 100 years, federal law has come to play a critical and dominant role in governing US commerce. Yet uniquely, one state statute and judicial system-that of Delaware-has developed a special place in setting the standard for the corporate governance of US public companies. Delaware has in effect become the uniform code for public corporations. Central to the "Delaware advantage" are the uniquely specialized and focused Delaware Court of Chancery and the well-respected Delaware Supreme Court. The ten individuals serving on these courts shape, administer and communicate what is essentially the common law applicable to American corporations. Also important to the "Delaware advantage" are the small coterie of specialized corporate lawyers who practice in Delaware and the sophisticated manner in which Delaware's legislature fine tunes the Delaware corporation code when judging alone cannot solve a corporate governance problem.

In this session, key present and past participants in the Delaware enterprise share their thoughts on this unique institution. What do key actors in the Delaware corporate law making process understand their role to be? How do participants view the governance of the Delaware enterprise itself? How do the Court of Chancery and Supreme Court uniquely interact? What role does the corporate bar play in this enterprise? What are the limits on actor's discretion? How does the enterprise deal with rogue actors or actions? How do actors see the Delaware enterprise as having navigated successive challenges to its dominance, (such as the threat from other states during the hostile takeover era, or the federalism threats arising due to state securities law suits and the corporate scandals and financial crises of the last decade)? What lies ahead for Delaware as an enterprise?
Moderator: Bill Chandler
Conversation stirrers:  Kent Jordan; Travis Laster; Norm Veasey; Gil Sparks


3:00 p.m. - 3:50 p.m.  Session #5 Measuring Success or Failure

How do we define success or failure?  Is it as simple as maximizing shareholder value or does the different risk appetite of various stakeholders require a broader set of definitions?  Should we expect and even desire a certain amount of failures? How does the way we measure success affect corporate strategy?
Moderators/Conversation Stirrers:  Chris Pereira: Demian Reidel


4:00 p.m. - 4:50 p.m.  Session #6 The Return of Managerialism

Bookending Professor Davis' research regarding the decline of the modern corporation, and following on Session 5, this session focuses on the possibility that American corporations are in the process of rejecting "shareholder primacy" and returning to managerialism-a state of affairs in which directors and corporate executives are free to consider ends in addition to, or other than, maximizing shareholder value.   If so, what form of managerialism will likely emerge?   Would such change likely enhance or diminish the ability of corporations to adapt to changed circumstances?   Would it make the modern corporation a more inclusive or more extractive economic institution?
Conversation Stirrer: Lynn Stout

CURRENT ROSTER APRIL 2013
Tom Alberg Director Madrona Venture Capital
Lydia Beebe Corp Sec and CGO Chevron
Mary Bush President Bush International, LLC
William B. Chandler,III Partner Wilson Sonsini
Annette Clark Dean and Professor Seattle University School of Law
Geoff Creighton Sr VP,GC,Sec,CCO IGM Financial Inc.
Gerald Davis Professor of Mgmt & Orgs University of Michigan, Ross School of Law
Paulette Dodson Sr VP, GC and Sec PetSmart, Inc.
Frank Easterbrook Chief Judge Seventh Circuit, United States Court of Appeals
Karl Ege Of Counsel Perkins Coie LLP
Margaret Foran GC Prudential Financial, Inc.
Fred Green Partner Weil, Gotshall & Manges LLP
Gerald Grinstein Strategic Director Madrona Venture Capital
Carol Hansell Sr Partner, Cap Mkt, M&A and Corp Gov Davies Ward
Larry Hunter GC Direct TV
Kenneth M. Jastrow,III Chairman and CEO Temple-Inland, Inc.
Peter Johnson GC and Corp Sec Shaw Communications
Kent Jordan Judge Third Circuit, United States Court of Appeals
W.H. Knight, Jr. Independent Director State Farm Mutual Automobile Insurance Company
Stewart Landefeld Partner Perkins Coie LLP
Travis Laster Vice Chancellor Delaware Court of Chancery
Dawn Lepore CEO Prosper Marketplace
Brian McAndrews Venture Partner Madrona Venture Group
Mary Mogford Independent Director Potash, Nordion
Yukio Morikubo Sr VP, GC and Corp Sec Intermec
George Munoz Principal Munoz Group
John Olson Partner Gibson Dunn
Christopher A. Pereira Corp & Securities Counsel General Electric
Demian Reidel HF Portfolio Manager Former QFR Capital Management
Larry Sonsini Chairman Wilson Sonsini
A. Gilchrist Sparks III Of Counsel Morris, Nichols, Arsht & Tunnell LLP
Evelyn Cruz-Sroufe Partner Perkins Coie LLP
Lynn Stout Professor of Corp & Business Law Cornell University School of Law
John Sullivan GC Costco Wholesale Corporation
Norman Veasey Former Chief Justice Delaware Supreme Court
Douglas Walker CEO Former WRQ
David Walton COO & GC Air Castle, Ltd.
Ken Willman CLO & GC Russell Investment Group
Michelle Wilson GC Former Amazon.com

Sullivan Hall