Living with Activist Nominees on Your Board
In an age of robust shareholder activism, many directors will find themselves sitting alongside activist-nominated directors in the board room. How does the board ensure that it functions effectively following a proxy fight or a negotiated settlement which has resulted in “legacy” and activist–nominated directors having to put aside any acrimony or differences and work together in the best interests of all shareholders? Our esteemed panel will address this provocative topic from both perspectives: From the perspective of a legacy director whose board has added activist nominees, as well as the perspective of an activist nominee who has worked alongside legacy directors. The panelists will candidly discuss the dynamics they’ve faced and provide practical advice in addressing these challenges.
Please join our panel of experienced directors, plus a veteran lawyer who advises on shareholder activism and proxy contests, for a robust and provocative dialogue.
Location and Time
Offices of Sidley Austin LLP
1 S. Dearborn St.
Chicago, IL 60603
7:30 - 7:45 AM: Registration in Lobby
7:45 - 9:00 AM: Program
9:00 - 9:30 AM: Networking Session
Shan AtkinsPanelist M. Shan Atkins has served as an independent board member of numerous various North American public companies for over a decade. Her background is in the consumer, retail and healthcare sectors, where she has worked as both an executive and a consultant prior to her current full-time service as an independent director. Ms. Atkins was a partner at global consultancy Bain & Company, and subsequently held major executive roles with Sears Roebuck including running a major part of the hard lines business, leading global product sourcing and launching a new retail concept, The Great Indoors. She began her career as a public accountant with Price Waterhouse Canada and holds current designations as a CPA, Chartered Accountant and Chartered Professional Accountant. Current public company directorships include Darden Restaurants (NYSE: DRI); SpartanNash (NASD: SPTN); SunOpta (NASD: STKL and TSX: SOY); and LSC Communications (NYSE: LKSD). In this and other board service, she has chaired audit and compensation committees as well as special committees for strategic options review, CEO search, and shareholder rights plans. Ms. Atkins also presently serves as a director of (private, cooperative) True Value Company, and as an independent board committee member of the Blue Cross and Blue Shield Association. Ms. Atkins earned her Bachelor’s degree in Commerce from Queen’s University in Ontario, and her MBA from the Harvard Business School. She is a Board Governance Fellow of the National Association of Corporate Directors (NACD), and is a frequent speaker at director education programs.
Sam ScottPanelist Samuel C. Scott III is the retired Chairman, President and Chief Executive Officer of Corn Products International, Inc. Scott serves on the board of Motorola Solutions, Inc., where he is Lead Director, and Chairman of The Governance and Nominating Committee. He also serves on the Board of Directors of The Bank of New York Mellon Corporation where he is Chairman of the Corporate Social Responsibilities Committee and on the Board of Directors of Abbott Laboratories. Scott also serves on the boards of Northwestern Medical Group, The Chicago Council on Global Affairs, The Chicago Urban League, and World Business Chicago. He is also Chairman of the Chicago Sister Cities International Program. Scott received both a bachelor’s degree in engineering in 1966 and a master’s degree in business administration in 1973 from Fairleigh Dickinson University in Teaneck, N.J. He is a native of Jersey City, New Jersey, and presently resides in Chicago, Illinois.
Paul WilliamsPanelist Paul Williams is co-leader of Allegis Partners’ North American Board Practice and a Partner with Major, Lindsey & Africa. A Fortune 500 public company director and a former chief legal officer and corporate secretary of a Fortune 20 company, Paul focuses on identifying top board candidates and assessing organizational corporate governance as well as conducting corporate in-house searches for general counsel and other senior level positions. Paul is a member of the board of directors for three public companies, each having a market cap exceeding $1 billion: Essendant, Inc., a Fortune 500 distributor of business products; Bob Evans Farms, Inc., the owner and operator of nearly 700 restaurants in the U.S.; and Compass Minerals, Inc., a producer of salt and other inorganic mineral products. He currently is the Compensation Committee chairman for Bob Evans and Compass Minerals. He also has served as the Lead Independent Director of State Auto Financial Corporation, a property and casualty insurance company, and sat on numerous charitable and educational boards, including Physicians for Human Rights, Leukemia and Lymphoma Society, Arthritis Foundation, Buckeye Boys Ranch and Salesian Boys and Girls Club. Paul is a well-respected leader in the area of diversity, frequently speaking on diversity-related issues. His background as a former chief legal officer and alumnus of two of the country’s largest law firms gives him unique insight into how to effectively recruit diverse legal teams and counsel candidates. Prior to joining Major, Lindsey & Africa, Paul served for several years as executive vice president, chief legal officer and secretary of Cardinal Health, Inc., a Fortune 20 healthcare services company with $80 billion in revenues and 55,000 employees. His career began as a corporate and securities associate with the large law firms of Gibson, Dunn & Crutcher in Southern California and Vorys, Sater, Seymour & Pease in Ohio. Paul also served as general counsel of a computer software company and group counsel for the dairy division of a multinational corporation. Paul graduated, cum laude, from Harvard and received his J.D. from Yale Law School. He is President-Elect of the National Association of Corporate Directors (NACD) Chicago Chapter Board of Directors.
Beth PeevModerator Beth Peev (formerly Flaming) has 15 years of experience advising public and privately held companies and boards of directors with respect to mergers and acquisitions, spin-offs, corporate governance and SEC disclosure matters. In addition, Beth has an active practice advising companies in connection with shareholder activism, proxy contests and unsolicited tender offers/takeover defense. Some notable engagements include representing: • CBOE Holdings, Inc. in its pending $3.2 billion acquisition of Bats Global Markets, Inc.; Keurig Green Mountain, Inc. in its sale to a JAB Holding Company-led investor group for approximately $13.9 billion; and Beam Inc. in its sale to Suntory Holdings Limited for approximately $16 billion; • United Continental Holdings, Inc. in connection with the proxy contest launched by Altimeter Capital Management, LP and PAR Capital Management, Inc.; Biolase, Inc. in connection with two proxy contests (each of which was ultimately dropped); and TomoTherapy Incorporated in connection with the proxy contest launched by Avalon Portfolio, LLC; • Carbonite, Inc. in its successful defense against an unsolicited tender offer by j2 Global, Inc. and related proxy contests; Commercial Metals Company in its successful defense against a $1.7 billion hostile tender offer and proxy contest launched by Carl C. Icahn; and Ventana Medical Systems, Inc. in connection with an unsolicited tender offer and subsequent negotiated $3.4 billion acquisition by Roche Holding Ltd.; and • NiSource, Inc. in its spin-off of Columbia Pipeline Group, Inc. and Fortune Brands, Inc. in its spin-off of Fortune Brands Home & Security, Inc. Beth prides herself on taking a practical approach to problem-solving and doing deals. EDUCATION • The University of Chicago Law School • Princeton University