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Corporate Governance Summit

  Program at a glance:
TBA [more]
The program is designed to give directors and executives the information they need to meet the challenges of governance today [more]
  How much?
$1,195 early registration, $1,495 after March 15 [more]
Directors of public, private and non-profit boards, senior executives and senior professionals. [more]
  CPE Eligibility
Not eligible.

The University of Southern California is now registered with the Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. "Corporate Governance Summit" has been approved for 13 CPE units.

This Summit is accredited by the Institutional Shareholder Services, Inc.

Summary of 2006 Corporate Governance Summit

Dates And Location
Who Should Attend


Click here to view the brochure.


Dates and Locations

To contact a program representative about dates, please call 213-740-8990 or email

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The Program

"Corporate Governance" has certainly captured headlines and - for good reason - the attention of boards, management, shareholders, regulators, auditors and capital markets. Today, understanding, designing, evaluating, enhancing, measuring and monitoring corporate governance is a priority objective for many, if not most organizations.

Strategies, objectives and practices underlying corporate governance continue to evolve and challenges exist.

For example:

  • How best to define corporate governance? The concept of corporate governance is inherently broad, covers a wide range of distinct phenomenon and is subject to varying interpretations.
  • What is the "Gold Standard" for corporate governance and business ethics?
  • How much further than legal minimum requirements for corporate governance should corporations go to ensure sustainable success?
  • What has been the impact on global corporations and foreign markets?
  • How best to align the unique culture and operating environment of your organization with relevant "leading practices?"
  • What are "best practices," what have been the "lessons learned" and "what's next" in corporate governance?

The Inaugural USC Corporate Governance Summit will address these issues, as well as the full range of corporate governance considerations -- facilitated by a selected group of experienced speakers and panelists from industry, government and academe.

USC, teaming with Resources Global Professionals (Resources), is in a unique position to host this Summit by bringing together Corporate Governance practitioners from Resources, experts from the USC School of Law, the Marshall School of Business, and the Leventhal School of Accounting and a wide range of speakers and panelists with hands-on experience.

The program is designed to give directors and executives the information they need to meet the challenges of governance today with accountability, integrity and informed judgment (not to mention peace of mind).

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  • The Big Picture of Corporate Governance
  • Corporate Boards: New Strategies for Adding Value at the Top
  • Governance Lessons Learned From the Worst Corporate Fraud in History
  • What's Going On in the Audit Committee: The Board's Role in Managing Risk
  • The Legal View
  • The Global View: Convergence of Corporate Governance Standards
  • What do CFO's Want from the Board?
  • Board Dynamics
  • The Role of Corporate Communications & Investor Relations

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$1,195 early registration, $1,495 after March 15 (Does not include accomodations)

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Program Schedule

Note: Schedule subject to change. Session location is Embassy Room of Davidson Conference Center unless noted otherwise.

Wed. March 22
Thurs. March 23
Fri. March 24
8:00 - 8:30am
Continental Breakfast
Continental Breakfast
8:30 - 9:00am
9:00 - 10:15am
Governance Lessons Learned From the Worst Corporate Fraud in History
Speaker: Dennis Beresford
Board Dynamics
Speaker: Sharon Allen & Leonard McGill
10:15 - 10:30am
10:30 - 11:45am
The Global View: Convergence on Corporate Governance Standards
Panel Discussion
The Board's Role in Modern Corporate Disclosure Practices
Panel Discussion
11:45 - 12:00pm
Transition to Town & Gown
12:00 - 1:15pm
Corporate Governance: The Big Picture
Speaker: Don Nicolaisen
(Town & Gown)
Corporate Boards: New Strategies for Adding Value at the Top
Speaker: Ed Lawler
(Vineyard Room, Davidson Conference Center)
1:15 - 1:30pm
Return to Davidson Conference Center
1:30 - 2:30pm
The Legal View
Speaker: Eric Talley
2:30 - 2:45pm
2:45 - 4:00pm
What’s Going On in the Audit Committee: The Board’s Role in Managing Risk
Panel Discussion
4:00 - 4:15pm
4:15 - 5:15pm
What Do CFO’s Want From the Board?
Speaker: Colleen Cunningham
5:15 - 5:30pm
Welcome Reception
(The Hilton Checkers)
Transition to Dinner Location
5:30 - 6:00pm
6:00 - 6:30pm
Lessons of Leadership On and Off the Field
Speaker: Pat Haden
(Vineyard Room, Davidson Conference Center)
6:30 - 8:00pm

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Who Should Attend

The program is intended for directors of public, private and non-profit boards, senior executives and senior professionals.

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The Corporate Governance Summit is presented in partnership with Resources Global Professionals. With a heritage in finance and accounting, Resources Global Professionals is an international professional services firm that provides high-quality, experienced professionals to clients on a project basis. Resources Global Professionals has offices across the U.S, as well as in Europe and Asia Pacific.

Some of our featured speakers include:

Sharon L. Allen is Chairman of the Board of Directors of Deloitte & Touche USA LLP (D&T USA). In this capacity, she oversees the governance of an organization with more than $7 billion in annual revenues. Allen's election in 2003 as board chairman was the latest achievement in a career of distinguished business leadership. Before that, she served as managing partner of the Pacific Southwest practice of Deloitte, with responsibility for offices in Los Angeles, Costa Mesa, San Diego, Phoenix, Las Vegas, and Reno.

She currently serves on the President's Export Council and is a member of the Women's Leadership Board at the John F. Kennedy School of Government at Harvard University.

With more than 30 years of audit and consulting experience, Allen's clients have included Albertson's Inc., The Boeing Company, Computer Science Corp., Health Net, Inc., Hewlett-Packard, Lucent Technologies and Washington Mutual Inc.

Her responsibilities and influence extend beyond her U.S. leadership roles. She is a member of the organization's Global Board of Directors, where she serves as the U.S. representative on the Global Governance Committee and chairs the Global Risk Management Committee.

A frequent speaker on governance, global commerce and workplace issues, Allen has addressed a broad range of prestigious forums. They include the Economic Club of Chicago, UCLA Andersen School Corporate Governance Conference, The Milken Global Economic Conference, The Economist CEO/CFO Governance Conference, the Women's Economic Club of Detroit, the Darden School Leadership Series, and the Johns Hopkins Ginder Lecture Series on Global Business.

Allen has been honored often for her contributions to business and community leadership. She's a past designee as one of the "50 Women to Watch" by Wall St. Journal and a "Woman of the Year" of the New York City Police Athletic League. She's also earned the Los Angeles Chamber of Commerce Distinguished Business Leader Award, and serves as a board member of United Way of Greater Los Angeles, Town Hall Los Angeles and the YMCA of Metropolitan Los Angeles.

Allen holds an honorary doctorate in Administrative Science from her alma mater, the University of Idaho.


Scott C. Barnett currently serves as the group corporate controller of James Hardie Industries N.V., a multinational building products manufacturer with operations in over 10 countries. James Hardie is the largest siding manufacturer in the world, with global sales of approximately $1.5 billion. In his role as corporate controller, Mr. Barnett is responsible for global accounting and reporting, Sarbanes-Oxley compliance, tax, and financial planning. Reporting responsibilities include NYSE, SEC and Australian Stock Exchange requirements as well as US, Dutch, IFRS and Australian GAAP reporting.

Mr. Barnett also serves as the Chief Financial Officer for the US businesses of James Hardie, consisting of 4 businesses with revenues of approximately $1.2 billion. In this role, Mr. Barnett is responsible for all of the North American financial operations of 4 businesses, overseeing the controllership, financial planning, reporting, tax, and cost.

Mr. Barnett started his career at PricewaterhouseCoopers LLP, where he was an audit manager working with mid to large multinational private and publicly traded companies.

Mr. Barnett earned a BA in Business Economics from the University of California in Santa Barbara, will complete his MBA from USC's Marshall School of Business in May 2006 and is a Certified Public Accountant (California).

Mr. Barnett also serves on the board of directors of Kid's Cancer Connection.


Dennis R. Beresford is Ernst & Young Executive Professor of Accounting, J. M. Tull School of Accounting, Terry College of Business, University of Georgia. From January 1987 through June 1997 he was chairman of the Financial Accounting Standards Board. Previously, he was national director of accounting standards for Ernst & Young. He is a graduate of the University of Southern California.

In 1986, the Beta Alpha Psi accounting fraternity selected Mr. Beresford as Accountant of the Year. He received the Annual Literary Award from the Journal of Accountancy in 1984. In 1995, he was awarded an honorary Doctor of Humane Letters degree from Depaul University and in 1997 he received the Lifetime Achievement Award from the California Society of CPA's. In 2004, he was elected to the Accounting Hall of Fame and received the AICPA Gold Medal for distinguished service.

Mr. Beresford is a Director of Kimberly-Clark Corporation and Legg Mason, Inc., and chairman of the audit committee of both of those corporate boards. From July 2002 through January 2006, he also served on the board of directors of MCI, Inc. (formerly WorldCom, Inc.) before MCI was merged into Verizon Communications.


Jeryl Bowers concentrates his practice in mergers and acquisitions and general corporate areas. Prior to joining Kirkpatrick & Lockhart Nicholson Graham LLP, Mr. Bowers served as Vice President, Secretary & General Counsel at Medialive International Holdings, Inc. (Los Angeles), where he managed mergers and acquisitions, securities filings, employment, litigation and other legal issues for this media conglomerate with international operations. Acquisitions managed in-house have exceeded $100,000,000 in transaction value.

From April 2000 to December 2000 Mr. Bowers was the General Counsel at PETsMART.COM, INC. in Pasadena, where he negotiated agreements for private equity financings, joint venture agreements, employment agreements, technology agreements and distribution agreements. He also managed all intellectual property, tax, litigation and other legal issues that affected this national retail business.

Mr. Bowers served as a law clerk from January 1994 to January 1995 for The Honorable Joseph Hatchett of the United States Court of Appeals for the Eleventh Circuit.


Tony Cherbak , Executive Vice President of Resources Global Professionals, brings to Resources Global Professionals over 26 years of professional services, operations and financial management experience. He joins the company from Deloitte & Touche LLP ("Deloitte"), where he spent the majority of his career as an audit partner in the Orange County, California office. Mr. Cherbak led the firm's consumer business practice for its Pacific Southwest region, and most recently served as the partner in charge of the Orange County audit practice. In 1996, Mr. Cherbak took a position as CFO of the apparel company Mossimo before rejoining Deloitte in mid 1997.

Mr. Cherbak has responsibility for Resources' overall operations, including deployment of a new information management system, and the real estate needs of the company as it continues to expand its presence in the U.S., Canada, Europe and Asia.

Mr. Cherbak graduated from Loyola Marymount University in 1978 with a BS in Accounting.


Bill Coffin is CEO of CCG Investor Relations and has been an investor relations counselor for more than 25 years. As an investor relations professional, Mr. Coffin is an advisor to numerous publicly held and private companies in a broad range of industries including healthcare, communications technologies, financial services, leisure and e-commerce. Mr. Coffin has assisted numerous clients in various corporate finance matters including more than 150 initial public offerings and follow-on financings, and has counseled and participated in a broad range of mergers and acquisitions.

CCG Investor Relations is the largest independent investor relations agency on the West Coast, providing a full range of investor relations services to publicly held corporations, as well as privately held corporations intending to go public.

The principal services of the agency include: public disclosure and corporate governance advice, preparation of shareholder reports, corporate website design, crisis management, corporate media, and institutional investor targeting and contact.

Mr. Coffin has served on boards of directors of several publicly-held companies and was Chairman of the Board of the California State University Foundation, which provides private funding to the 23-campus California state university system. He is currently Chairman of the California Council on Economic Education, a nonprofit nonpartisan consortium of education, business, political and labor leaders dedicated to advancing economic literacy throughout California.

Mr. Coffin received his Bachelor of Science degree in Business Administration from California State University, Los Angeles, and participated in the MBA program in the Anderson Business School at UCLA. Mr. Coffin is married to Virginia, and has three children, Hardy, Michelle and Christopher.


Colleen Cunningham was named President and CEO of Financial Executives International (FEI) in March of 2003. FEI is the professional association of choice for senior-level corporate financial executives and the leading organization dedicated to advancing ethical, responsible financial management. Serving 15,000 members from all industries, the global association is a proactive advocate, working with regulators and legislators on behalf of the membership.

Prior to joining FEI, Cunningham served as Senior Vice President and Chief Financial Officer, North America, of Havas Advertising (NASDAQ: HAVS), the fifth largest advertising holding company in the world. At Havas, Cunningham was responsible for North American financial operations, including tax, controller and treasury functions, SEC and U.S. GAAP reporting and worldwide accounting policies, as well as establishing and staffing the company's North American headquarters.

Cunningham brings to FEI 20 years of public accounting and corporate finance management experience. She began her career in public accounting with the firms formerly known as Touche Ross and Coopers & Lybrand. She then spent thirteen years with AT&T as Assistant Controller of AT&T Capital during a period of enormous growth, and later as Vice President and Chief Accountant at AT&T Corporate.

Cunningham earned a BA in Economics from Rutgers University in New Brunswick, NJ, and an MBA in Management from NYU's Stern School of Business in New York City, where she was a Stern Scholar in the Executive Management Program.

A member of FEI since 2000, Cunningham was named one of the top 100 influential people in finance by Treasury & Risk Management magazine, and one of the top 100 influential people in accounting by Accounting Today. She is also a member of FASAC and IASAC. She resides in Rockaway Township, New Jersey with her husband Todd and their five children.


Mark L. DeFond is the Joseph A. DeBell Professor of Business Administration at the Marshall School of Business and Professor in the Leventhal School of Accounting at USC. Prior to earning his PhD, he was an auditor with a Big 4 CPA firm for five years and is a California CPA.

Professor DeFond's current research interests include international corporate governance, and issues related to audit committee and auditor independence. His research on auditor independence is quoted in the Congressional Record in the debates leading up to passage of the Sarbanes-Oxley Act, and he is the 2006 recipient of the Notable Contribution to Auditing Literature Award. His research is widely published and he is on the editorial boards of several leading academic journals.

Professor DeFond is also a four-time winner of the Marshall School MBA Golden Apple teaching award and received the Marshall School's 2005 Dean's Educator of the Year Award for excellence in teaching and research. He currently teaches financial accounting in the MBA, Executive MBA and PhD programs at USC. His executive teaching audiences include Abbot Labs, Amgen, Anhauser Busch, Daimler-Benz, General Motors-Hughes Electronics, Glaxo Wellcome, MCI, Nissan, Texas Instruments and Weyerhaeuser.


Patrick Haden is a General Partner of Riordan, Lewis & Haden ("RLH"), a private equity firm, which invests in high growth middle market companies. He has been a partner with RLH since 1987 and has successfully guided many of the firm's portfolio companies through rapid growth and the public market process. Pat currently is on the Board of Directors of four companies which range in revenue size from $100 million to $1.3 billion. He serves on the board of Tetra Tech, Inc. (NASDAQ: TTEK), IndyMac Bancorp (NYSE: NDE), Financial Pacific Insurance Company, and Bradshaw International, Inc.

Pat graduated from the University of Southern California (Magna Cum Laude and Phi Beta Kappa) in 1975 and was awarded a Rhodes scholarship to Oxford University in England. He graduated from Oxford in 1978 with a B.A. in Economics and received his JD from Loyola Law School in 1982.

Pat was quarterback for the USC football team from 1972-1974, leading them to two National Championships and three Rose Bowl appearances. He was named Co-Most Valuable Player of the 1975 Rose Bowl. Pat was also named an Academic All-American in 1973 and 1974 and he is a member of the Academic All American Hall of Fame, the Rose Bowl Hall of Fame, the National High School Hall of Fame and the USC Hall of Fame and he was awarded the NCAA's Silver Anniversary Award. He played professional football for seven seasons, six of those with the Los Angeles Rams. He was named the Ram's Rookie of the Year in 1976, was named to the Pro Bowl in 1977 and was named the National Football Conference Player of the Year in 1978 by the Washington, D.C. Touchdown Club.


William Lackey  William Lackey is Director, Investor Relations, for El Segundo, California headquartered Computer Sciences Corporation (CSC). CSC is one of the world's leading information technology services companies, with approximately 80,000 employees. CSC provides innovative solutions for customers around the world by applying leading technologies to meet clients' goals and strategic objectives. Bill served in this capacity from early 1991 through 1994, and then rejoined CSC in mid-1998.

With nearly 25 years of senior investor relations and corporate communications experience, he has served various companies in several industries, including financial services, manufacturing, consumer services and technology. He has been responsible for planning and implementation of strategic communications to the investment and financial community as well as keeping senior management aware of important trends, activities, and perceptions within the investment community and other critical external constituencies.

Bill has been an active member of the National Investor Relations Institute (NIRI) and was founding president of the Orange County California chapter, has served on the board and as an officer of the Los Angeles chapter, and is currently a member of NIRI's Senior Roundtable. Prior to working in the investor relations field, Bill spent 10 years as a retail securities broker.

After graduating from the University of Oklahoma with a degree in Business Management and Finance, Bill spent 3 1/2 years as an officer on active duty with the United States Marine Corps.


Edward E. Lawler, III is Distinguished Professor of Business and Director of the Center for Effective Organizations in Marshall School of Business at the University of Southern California. He joined USC in 1978 and during 1979, founded and became director of the University's Center for Effective Organizations. He has consulted with over one hundred organizations on employee involvement, organizational change, and compensation and has been honored as a top contributor to the fields of organizational development, organizational behavior, corporate governance, and human resource management. The author of over 300 articles and 38 books, his articles have appeared in leading academic journals as well as Fortune, Harvard Business Review and leading newspapers including USA Today and the Financial Times. His most recent books include Rewarding Excellence (2000), Corporate Boards: New Strategies for Adding Value at the Top (2001), Organizing for High Performance (2001), Treat People Right (2003), Human Resources Business Process Outsourcing (2004), Achieving Strategic Excellence: An Assessment of Human Resource Organizations (2006), Built to Change (2006), America at Work (2006), and The New American Workplace (2006).


Michael J. McConnell is a Managing Director of Shamrock Capital Advisors and sits on the firm's Executive Committee. In addition to serving the Disney family, Shamrock is the sponsor of five direct investment funds and collectively oversees approximately $2 billion of capital. Shamrock's investment philosophy is simple: a disciplined search for value coupled with active and responsible ownership.

Prior to joining Shamrock in 1994, Mr. McConnell held various positions at PepsiCo, Merrill Lynch and Kidder Peabody. He is currently a director of Neo Technology Ventures and La Canada Educational Foundation. Mr. McConnell previously served as a director of Ansell Limited (ANN/ASX), Port-Link International and Nuplex Industries (NPX/NZ). Mr. McConnell is also a member of the NACD.

Mr. McConnell received his B.A. in economics from Harvard University and his MBA degree (with distinction - Shermet Scholar) from the Darden School of the University of Virginia.


Leonard J. McGill Leonard J. McGill is Senior Vice President, General Counsel and Secretary of Fleetwood Enterprises, Inc., a $2.5 billion manufacturer of recreational vehicles and modular housing. Fleetwood has 12,000 employees and operates 36 manufacturing facilities across the United States and Canada. It is a public company and its common stock trades on the New York Stock Exchange under the ticker symbol FLE.

As General Counsel, McGill has responsibilities for compliance, governance, SEC and NYSE reporting, litigation, employment, government affairs, financial and other corporate transactions, and all other legal matters.

He joined Fleetwood in 2002 as Vice President - Deputy General Counsel, was promoted to Senior Vice President - Corporate Finance and Chief Governance Officer in 2003, and was promoted to his current position in 2005. Previously, McGill had practiced in the Los Angeles and Orange County, California offices of the international law firm of Gibson, Dunn & Crutcher, where he had served as Fleetwood's primary legal contact for corporate finance transactions and SEC reporting and compliance.

A native of Scotland, McGill graduated with an LL.B. (Honours) from the University of Edinburgh (Scotland) in 1979 and received his Juris Doctor magna cum laude from Georgetown University in Washington, D.C. in 1986. He is currently enrolled in the Executive Management Program at the Drucker/Ito School of Management at Claremont Graduate University, and anticipates graduating with a Master of Arts in Management in July 2006.


Ken Merchant is the current holder of the Deloitte & Touche LLP Chair of Accountancy at the University of Southern California. He is currently teaching in USC's Executive MBA and Global Executive MBA programs and is the ethics coordinator for USC's undergraduate accounting program. Previously he served as Senior Associate Dean-Corporate Programs in USC's Marshall School of Business (2003-04) and as Dean of USC's Leventhal School of Accounting (1994-2001). Professor Merchant is also a research professor (part-time) at the University of Maastricht (the Netherlands). Before joining USC in 1990, and he previously taught at Harvard University (1978-1990) and the University of California (Berkeley) (1976-77).

Earlier in his career Professor Merchant was a department controller at Texas Instruments, Inc. and a senior consultant with Ernst & Ernst (now Ernst & Young). He has also worked as a freelance consultant/teacher for many organizations, including Amgen, Arco, AT&T, British Airways, Campbell Soup, Digital Equipment, IBM, McGraw-Hill, Novellus Systems, Philip Morris International, Tektronix, Toyota U.S.A., and World Bank. He is currently serving as a director of Diagnostic Products Corporation (NYSE:DP) and WL Homes LLC.

Professor Merchant's current research projects are focused on various issues related to the design and effects of performance measurement/evaluation/incentive systems and corporate governance systems. He has published eight books, including Accounting: Text and Cases (2004), Management Control Systems: Performance Measurement, Evaluation and Incentives (2003), Rewarding Results: Motivating Profit Center Managers (1989), and Fraudulent and Questionable Financial Reporting: A Corporate Perspective (1987), as well as numerous journal articles and teaching cases. Professor Merchant won the American Accounting Association's (AAA's) awards for Notable Contributions to both the Behavioral Accounting (2004) and Management Accounting Literatures (1991-92), the AAA Outstanding Service Award (2003), and the Institute of Management Accountants' Lybrand Gold Medal Award (best paper of the year published in Management Accounting) (1989-90). He is currently a member of the editorial boards of seven academic journals.

Professor Merchant has served as president of three AAA sections: Accounting Program Leadership Group, Management Accounting, and Accounting, Behavior and Organizations. He is a current member of two committees of the American Institute of Certified Public Accountants (AICPA): the Business and Industry Executive Committee and the Private Company Enhanced Business Reporting Task Force.

Professor Merchant is a graduate of Union College (BA), Columbia University (MBA), and the University of California, Berkeley (PhD) and is a Certified Public Accountant (Texas).


Steven Mezzio Steven Mezzio is a Managing Director for Resources Global Professionals, specializing in Sarbanes-Oxley, Enterprise Risk Management (ERM) and Internal Audit services. With a Big Four heritage, Resources Global Professionals is an international professional services firm that provides high-quality, experienced professionals to clients on a project basis.

Steve is also an Assistant Professor of Accounting for the Pace University Lubin School of Business in NYC, where he also serves as a member of the Accounting Curriculum Advisory Committee and as a CPA Examination review course instructor. Steve is member of the Community Board of Advisors for WNET Channel Thirteen, PBS in NYC.

With over fifteen years of experience in Public Accounting, Steve is a former Partner with both Price Waterhouse and PwC. While at Price Waterhouse, Steve served as an external auditor, was appointed to the National Office Auditing Methods group, and helped launch and delivered Risk Management Advisory services globally. Prior to graduate school, Steve was with DLJ (Donaldson, Lufkin, and Jenrette) in the Accounting / SEC Reporting group. Steve earned a Bachelor's Degree in Accounting, a Master's Degree in Accounting and completed an executive graduate program in Information Systems.

A frequent speaker on Risk Management and Sarbanes Oxley-related topics. Steve is a former Board Member of the Institute of Internal Auditors (IIA) Auditing Standards Board, a former question writer for the CPA exam and a current Board Member for the IIA Board of Research. The Board identifies emerging issues impacting governance and auditing, evaluates and approves proposals for published research from academia and the business community and assists with the research process. Steve holds the following professional certifications: CPA, CFSA (Financial Services Audit), CIA (Internal Audit), CBA (Bank Audit), CCSA (Controls Assessment), CISA (Systems Audit), CISSP (Information Technology Security).


Donald T. Nicolaisen served most recently as the US Securities and Exchange Commission's Chief Accountant from September 2003 through November 2005. In that role, Mr. Nicolaisen was the senior advisor to the Commission on accounting and auditing matters, overseeing the Commission's accounting policy initiatives. Mr. Nicolaisen also led the SEC's efforts with national and international standard-setters on critical accounting and auditing issues, including international convergence and efforts to adopt principles-based accounting standards. Mr. Nicolaisen worked closely with the Public Company Accounting Oversight Board to ensure that auditors adhere to the highest business quality and ethical standards.

Mr. Nicolaisen was a senior partner at PricewaterhouseCoopers LLP (PwC), where he held a wide range of management and leadership positions since joining the firm's predecessor, Price Waterhouse (PW) in 1967 in the Milwaukee office. Mr. Nicolaisen spent part of his career in Hamburg, Germany with PW and between 1988 and 1994, led PW's national office for accounting and SEC services. During that time, he was also a member of the Emerging Issues Task Force of the Financial Accounting Standards Board (FASB). He later chaired PW's financial services practice for banks, insurance companies, broker-dealers, mutual funds, investment banking and real estate.

Following election to PW's board of partners in 1994, Mr. Nicolaisen served on PW's international board and PwC's global and national boards and helped lead the merger of PW and Coopers & Lybrand.

Mr. Nicolaisen was elected to the board of Directors of Verizon Communications in December of 2005 and has been proposed for election by the shareholders to the board of directors of Zurich Financial Group. He also serves on the advisory board to the Leventhal School of Accounting of the USC Marshall School of Business. Mr. Nicolaisen is a frequent speaker on accounting, auditing and governance matters.


John Reith founded his professional services firm, The Reith Company in 2000. Services provided include forensic and investigative accounting, corporate due diligence, interim and turnaround management, consultation to Boards of Directors on current internal auditing issues, and evaluations of corporate governance. They also provide litigation support, expert witness testimony and business valuations.

Prior to The Reith Company, he was General Auditor of the Sony Corporation of America where he was responsible for management of Corporate Audit offices in London, New York and Culver City representing fifty-eight professionals and an annual budget in excess of $9 million. Internal clients included the United States holding company and subsidiaries including Sony Pictures Entertainment (worldwide); Sony Music Entertainment (worldwide); and Sony Electronics (United States) with annual revenues in excess of $20 billion.

Mr. Reith was Chief Financial Officer of DeLaurentiis Film Partners, LLP a Master Limited Partner ship funded with $75 million to provide film financing to DeLaurentiis Entertainment Inc.

He was also the Corporate Controller for LAACO, Incorporated a family owned business with interests in club, hotel and restaurant management; real estate and property management; and the manufacture of vitamin and health food supplements.

Mr. Reith was with the public accounting firm of Coopers & Lybrand for approximately 8 years.

He has a BS and MBA from the Marshall School of Business at the University of Southern California.

He is a Certified Public Accountant, Certified Valuation Analyst, Certified Management Accountant, and Certified Internal Auditor. He has passed all the examination sections to become a Certified Insolvency and Reorganization Advisor.

In the community, he is a member of the Board of Directors of Five Acres - The Boys' and Girls' Aid Society of Los Angeles County. He serves on the Board of Advisors of the Leventhal School of Accounting at the University of Southern California and is the recipient of their Distinguished Service Award. John and his wife, Charlotte were honored by the San Gabriel Valley Council of the Boy Scouts of America. He has also served as a member of the Board of Directors of the Southern California Chapter of the Arthritis Foundation and has received their Distinguished Service Award.


Andrew Shapiro is Founder, President and Portfolio Manager of Lawndale Capital Management, LLC, an investment advisor that employs a unique highly-focused relational investing approach to small-cap companies. Mr. Shapiro's proactive involvement in Lawndale's portfolio companies has been effective in directly creating and unlocking shareholder value. Mr. Shapiro is presently Vice Chairman of the Board of Directors of Arlington Hospitality Inc., and Chairman of its Corporate Governance Committee.

Mr. Shapiro has also served in the past in the unique role for a public company as a Board Observer of Earl Scheib pursuant to an agreement with that company. Mr. Shapiro is a member of the National Association of Corporate Directors (NACD) and his firm, Lawndale Capital Management, is a Sustaining Member of the Council of Institutional Investors. Mr. Shapiro has almost two decades of portfolio management and analytically varied experience from a number of "buy-side" positions, employing a rare combination of credit, legal and equity analytic skills.

Prior to founding the Lawndale organization in 1992, Mr. Shapiro managed the restructuring and liquidation of a $200 million portfolio of high-yield bonds, distressed equities and risk arbitrage securities for the Belzberg family's investment management and merchant banking entity, First City Capital. Before joining First City, Mr. Shapiro was involved in numerous highly leveraged corporate acquisition and recapitalization transactions for both Manufacturers Hanover Trust (now JP Morgan Chase) and the Spectrum Group, a leveraged buyout/venture capital firm.

Mr. Shapiro received his JD degree from the UCLA School of Law where he was an Olin Fellow, an MBA from UCLA's Anderson Graduate School of Management where he was a Venture Capital Fellow and a BS in Business Administration from UC Berkeley's Haas School of Business. Mr. Shapiro has been the subject of several articles and participates in speaking engagements discussing corporate governance and Lawndale's unique relational strategy. He also periodically guest lectures at UC Berkeley's Haas School of Business.


John C. Shaw is author of Corporate Governance and Risk: A Systems Approach and former vice chairman of Deloitte & Touche. He is currently a member of the board of directors and chairman of the Governance Committee of Resources Global Professionals, Inc., a professional services firm. From 1998 through 2000, Shaw was dean and special assistant to the president of the Peter F. Drucker Graduate School of Management at Claremont Graduate University in Claremont, California.





James Spindler joined the University of Southern California as an Assistant Professor of Law in 2005. He has been a Visiting Assistant Professor and Olin Fellow in Law and Economics at the University of Chicago, a Visiting Assistant Professor at University of Virginia, and a Teaching Fellow in the Harvard Economics Department. Prior to teaching, Professor Spindler practiced law in Hong Kong and New York with Cravath, Swaine & Moore LLP, where he worked primarily in securities and syndicated credit. Professor Spindler's research interests focus on securities regulation and corporate finance, particularly on the role of disclosure rules in affecting substantive behavior of firms. His articles include IPO Liability and Entrepreneurial Response; Corporate Heroin: A Theory of Perks, Corporate Loans, and Deferred Compensation (with M. Todd Henderson); and Conflict or Credibility: Analyst Conflicts of Interest and the Market for Underwriting Business.

Professor Spindler has made presentations on IPO Liability and Entrepreneurial Response to the American Law and Economics Association and the Harvard Law and Finance Workshop. Additionally, he has served on the Panel on the Revolution in Investment Management and the Panel on SEC Enforcement and Disclosure for the Director's Roundtable.

Professor Spindler teaches Securities Regulation, Commercial Transactions, Business Associations, and Corporate Finance. Professor Spindler is a graduate of Princeton University (BA) and Harvard University (JD).


Steven B. Stokdyk is a partner in the Corporate Department of the Los Angeles office of Latham & Watkins, LLP where he serves as local chair of the firm's company representation practice group. Mr. Stokdyk has extensive corporate, finance and acquisition experience representing companies, principal investors and financial advisors in a variety of industries, including technology, financial institutions, healthcare and REITs. His experience includes initial public offerings, high yield, convertible and secured debt offerings, hostile and negotiated mergers, recapitalizations and private equity and debt investments. He also regularly advises public and private clients on corporate governance and structure, securities law compliance and strategic transactions.

Mr. Stokdyk is currently the Co-Chair of the Corporations Committee of the State Bar of California and was named a Rising Star for 2004 and 2005 by Southern California Super Lawyer Magazine. Prior to joining Latham & Watkins, Mr. Stokdyk was a partner at Sullivan & Cromwell LLP in Los Angeles.


Eric Talley joined the University of Southern California in 1995 and he is the Ivadelle and Theodore Johnson Professor of Law and Business. Professor Talley is a Senior Economist for the RAND Corporation. He also serves as the Director of the Center for Law, Economics, and Organization at USC and is the Director of the Olin Program in Law and Rational Choice at Stanford. Professor Talley has been an Alfred P. Sloan Fellow and Visiting Professor at Georgetown, a Visiting Professor at the California Institute of Technology, and a John Olin Foundation Fellow and Instructor at Stanford University.

Professor Talley's research concentrates on contracts, corporations, and law and strategic behavior. His current work includes the legal and fiduciary responsibility of corporate board members within the current regulatory environment. He has conducted recent benchmark studies of a wide range of publicly owned companies and their board structures and activities. Professor Talley's co-authored article Unregulable Defenses and the Perils of Shareholder Choice (with Jennifer Arlen) was named one of the 10 "Best Corporate and Securities Articles of 2004" by the Corporate Practice Commentator, a quarterly newsletter. The article examined the costs and benefits of granting shareholders more governance power particularly in the context of takeovers.

Professor Talley teaches courses in Corporate and Commercial Law, Law and Economics, Quantitative Methods in the Law, Behavioral Law and Economics, and Law and Game Theory. Professor Talley is a graduate of the University of California, San Diego (BA), Stanford Law School (JD) and Stanford University (PhD).


The Corporate Governance Summit is presented in partnership with Resources Global Professionals. With a heritage in finance and accounting, Resources Global Professionals is an international professional services firm that provides high-quality, experienced professionals to clients on a project basis. Resources Global Professionals has offices across the U.S, as well as in Europe and Asia Pacific.

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