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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Corporate Law

Date & Time
  • event Date

    Thursday, March 2, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE webinar will examine the corporate governance challenges facing boards of corporations that are subsidiaries of parent companies. The panelist will discuss best practices for addressing subsidiary board composition and risk management responsibility, balancing the roles and responsibilities of the subsidiary board and the parent company board, and other governance challenges.

Faculty

Chip Presten
Principal
Mercer Thompson, LLC

Mr. Presten represents clients in private equity transactions, acquisition and divestiture of public and private companies, and offerings of debt and equity securities. He also represents private equity funds and their investors in connection with fund formation issues, securities law issues and portfolio company transactions, and he has advised companies being acquired by or seeking capital from such funds. In addition, he has represented pension funds and other institutional investors in connection with their ongoing investment management activities.

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Description

Heightened investor scrutiny of public companies has corporate boards of directors taking their responsibility for ensuring compliance with federal and state laws related to corporate governance more seriously, including subsidiary corporate governance. For companies with subsidiary networks, instituting effective corporate governance practices is even more complex and challenging.

Subsidiary governance includes appointing board members, defining the role of the subsidiary board vs. the parent board, and establishing risk management responsibility and accountability. Mismanaged subsidiary governance can cause unintended legal and financial liabilities for the parent company and subsidiary as well as personal exposure for parent and subsidiary company directors and officers.

Listen as our panel discusses critical considerations for boards of directors of subsidiaries and their parent companies. The panel will discuss appropriate corporate governance structures for subsidiary boards, the subsidiary board's role in managing risk, setting the strategy, determining compensation, and best practices for minimizing liability risks.

Outline

  1. Trends in subsidiary corporate governance
  2. Best practices for boards of subsidiaries
    1. Board composition
    2. The role of the subsidiary board vs. the parent board
    3. Risk management responsibility
    4. Minimizing liability risk

Benefits

The panel will discuss these and other noteworthy issues:

  • What are the legal risks associated with subsidiary corporate governance?
  • What are some best practices for structuring subsidiary boards and defining the board's role and responsibilities?
  • What are some practical strategies for minimizing liability risks for subsidiary and parent company boards of directors?