American Bar Association
 
Corporate Governance Committee

ABA Section of Business Law


Corporate Governance Committee


Who We Are

The mission of the Corporate Governance Committee is to promote and support effective corporate governance, domestically and internationally, for business and nonprofit enterprises by developing resources and providing thought leadership; creating networking opportunities; and facilitating a forum for the exchange of legal and practical information and insights on emerging governance and governance-related policy issues for the benefit of attorneys, including both outside and in-house counsel, and other governance professionals.

Committee Facts :

The work of the Corporate Governance Committee is organized through 13 Subcommittees, 3 Task Forces and a Chair Advisory Counsel. In addition, the Committee is aided by Committee Liaisons to important organizations that have an interest in or impact on corporate governance, including: Business Roundtable, CalSTRS, ICGN, International Bar Association, NACD, SEC, Society of Corporate Secretaries & Governance Professionals, Standard & Poor's, U.S. Chamber of Commerce, ecoDa (The European Confederation of Directors Associations) and TIAA-CREF.

SUBCOMMITTEES:

  • Corporate Counsel Perspectives
  • Governance Issues of Distressed Companies (Joint subcommittee with Business Bankruptcy)
  • Governance of Nonprofit Organizations (Joint subcommittee with Nonprofit Organizations)
  • Governance of Private & Family-Controlled Entities
  • Governance Research & Education
  • Governance & Sustainability (Joint subcommittee with Federal Regulation of Securities)
  • Inside the Boardroom
  • International Developments
  • Programming
  • Publications
  • Shareholder & Investor Engagement
  • Social Entrepreneurship and Social Benefit Entities Joint Subcommittee
  • Special Committees & Investigations

TASK FORCES:

  • Contractual Governance of Business Entities (Joint task force with Middle Market and Small Business
  • Dealing with Director Misconduct
  • Governance Issues in Business Combinations (Joint task force with Mergers and Acquisitions)
  • Private Sector/Public Sector Governance

Leadership Roster


Noteworthy

"International Comparison of Selected Corporate Governance Guidelines and Codes of Best Practice", by Holly J. Gregory and Rebecca C. Grapsas

"Corporate governance and directors' duties in the UK", by DAC Beachcroft LLP (January, 2015)

"SEC Backs Off Proxy Access Proposal Exclusion; Will Review Application of Rule 14a-8(i)(9)", by Brock Romanek, Editor, TheCorporateCounsel.net (January 19, 2015)

"Insider Trading: United States vs. Newman and Chiasson", by Debevoise & Plimpton (January, 2015)

"Refreshing the Board of Directors", by John H. Stout & Elizabeth M. Dunshee, Fredrikson & Byron, P.A., 2014

Sideley Austin article, "No-Action Relief Regarding Conflicting Proposals to Be Unavailable During 2015 Proxy Season", January 21, 2015

Sidley Austin article, "The State of Corporate Governance for 2015", January 13, 2015

Wachtell, Lipton, Rosen & Katz Memo, "Some Thoughts for Boards of Directors in 2015," December 1, 2014

Standard & Poor’s Special Report, “Climate Change: Preparing For The Long Term,” May 28, 2014 issue of CreditWeek.®

Corporate Governance Update: Developments Regarding Gender Diversity on Public Boards (October 2013)
Philip S. Khinda, Chair, Ethics and Investigations
While the number of women directors on U.S. public company boards has not risen dramatically since 2012, the issue of gender diversity on boards continued to gain momentum and global prominence over the last 12 months. Since we last discussed this issue, new legislative and non-governmental initiatives around the world have resulted in growing numbers of women directors and greater shareholder focus on board diversity and related disclosures. This issue is likely to become increasingly significant in 2014 and beyond, both in the United States and abroad.


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Join Us


Leadership

Chair:

Gregory, Holly

Vice-Chairs:

Dravis, Bruce
Elson, Charles
Khinda, Philip
Placenti, Frank

Committee Roster  


Subcommittees and Task Forces  (click [+] for listing)

 Sub Committees


CGC In Sight


Corporate Governance Committee Calendar

Committee Events

ABA/Business Law Section Spring Meeting

April 7, 2016 - April 9, 2016
Montreal, QC, Canada

Society of Corporate Secretaries & Governance Professionals 2016 National Conference

June 22, 2016 - June 25, 2016
Colorado Springs, CO

ABA/Business Law Section Annual Meeting

September 8, 2016 - September 10, 2016
New Orleans, LA

ABA/Business Law Section Spring Meeting

April 6, 2017 - April 8, 2017
New Orleans, LA

Society of Corporate Secretaries & Governance Professionals 2017 National Conference

June 28, 2017 - July 1, 2017
San Francisco, CA
 
Section Events

    Business Succession – Tax and Financial Considerations

    02/11/2016-02/11/2016

    This program will discuss how to transition a business while minimizing or eliminating taxes. Discussion includes transfers of closely-held businesses to key employees and family members. Corporate and partnership opportunities will be compared and contrasted and estate planning consequences will also ...

    Understanding the Key Elements of a Legal Opinion

    02/25/2016-02/25/2016

    Business lawyers are asked to give legal opinions in a number of contexts, including financing and M&A transactions. This program will walk through a basic form of third party legal opinion, and will discuss its main features. It will examine opinions commonly rendered, and will discuss what they mean ...

    Law Firm Bankruptcies and Dissolutions: Legal and Ethical Issues

    02/26/2016-02/26/2016

    Law Firm Bankruptcies and Dissolutions: Legal and Ethical Issues


Committee Webinars


Delineation of Governance Roles & Responsibilities


ABA Meeting Materials


Archive


Listserve

In order to send a message to the listserve, send a message to the email address below. All messages sent to the email address below must be approved by the moderator.

BL-CORPGOVERNANCE@mail.americanbar.org

In order to access the listserve archive, please click here.


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Modified by Graham Hunt on January 25, 2016

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