Join thought leaders from business, government and academia at the

5th Annual USC Corporate Governance Summit

October 28-29, 2010

Davidson Conference Center
USC University Park Campus
3415 S Figueroa St, Los Angeles, CA 90089
Map & Directions


Program Schedule
Thursday, October 28
7:30-8:00
BREAKFAST WITH CHIEF JUSTICE STEELE
Sponsored by Duff & Phelps
8:00-9:00
INTRODUCTION OF KEYNOTE SPEAKER
Robert Rasmussen - Dean of the USC Gould School of Law

KEYNOTE: Emerging Trends in Corporate Governance
Myron T. Steele - 7th Chief Justice of the Delaware Supreme Court
9:00-9:45
PLENARY SESSION: Q&A with Chief Justice Steele
Moderator Duke Bristow - Professor, Marshall School of Business
Stanley Gold - President and CEO, Shamrock Holdings
Myron T. Steele - 7th Chief Justice of the Delaware Supreme Court
Brian Cartwright - Senior Advisor, Latham & Watkins
9:45-10:00
BREAK
10:00-11:00
BREAKOUT SESSION A:
Audit Committee Challenges & Opportunities
Moderator Les Sussman - Senior Practice Leader, Resources Global Professionals
Alexander L. Cappello - Chairman and CEO, Cappello Capital Corp.
Terrence Dibble - Partner (retired), Risk Management Advisory at KPMG
William Holder - Ernst & Young Professor of Accounting, USC Leventhal School of Accounting

BREAKOUT SESSION B:
Book Signing and Author Discussion - Blind Spots, Biases, and other Pathologies in the Boardroom
Ken Merchant - USC Leventhal School of Accounting, Deloitte and Touche Chair in Accountancy


BREAKOUT SESSION C:
Best Practices for Boards in M&A Transactions
Moderator Mark Easton - Partner, O'Melveny & Myers LLP
Jay Herron, Partner, O'Melveny & Myers LLP
Brooks Dexter - Managing Director, Duff & Phelps
Sheryl Cefali - Managing Director, Duff & Phelps


11:00-12:30
INTRODUCTION OF KEYNOTE SPEAKER
Duke K. Bristow - USC Marshall School of Business
KEYNOTE: Building Consensus to Build Shareholder Value
Ralph Whitworth - Founder, Relational Investors

PLENARY SESSION:Improving the Relationship Between Activists and Boards
Moderator: Judith Blumenthal - Professor, USC Marshall School of Business
Stephen Brown - Director of Corporate Governance & Associate General Counsel, TIAA-CREF
Chris Cernich - Director of M&A and Proxy Fight Research, Institutional Shareholder Services (ISS)
Casey Fleck - Partner, Skadden, Arps, Meagher & Flom
Ralph Whitworth - Founder, Relational Investors
Lunch
12:30-1:30
Directors Networking Luncheon
Sponsored by Resources Global Professionals
1:30-2:30
PLENARY SESSION: Washington's Legislative Agenda
Colleen Cunningham - Global Managing Director, Resources Global Professionals
2:30-2:45
BREAK
2:45-4:00
BREAKOUT SESSION A:
Proxy Access and Best Practice Disclosure - The Battle for the Boardroom and Shareholders' Hearts and Minds
Moderator Bill Coffin - CEO, CCG Investor Relations
Timothy E. Bixler Vice President, General Counsel and Secretary, International Rectifier
David Robbins - Partner, Bingham McCutchen
Mark Collinson - Partner, CCG Investor Relations

BREAKOUT SESSION B
Protecting the Board's Personal Assets From Securities Litigation - D&O Insurance and Legal Advice
Moderator: Nick Greet - Managing Director Financial Services Group, Aon
Anne Corona - Senior Vice President Financial Services Group, Aon
Pamela Palmer - Partner, Latham & Watkins
Craig Tompkins - Executive Chairman and Principal, Marshall and Stevens

Breakout Session C:
The Digital World: How Fast Changing Technology is Changing Business, The Boardroom and Directors
Moderator Fay Feeney - CEO, Risk For Good
Colleen Cunningham - Global Managing Director, Resources Global Professionals
Robert Magnuson - CEO, Magnuson & Company
4:00-4:15
BREAK
4:15-5:15
PLENARY SESSION: Board responsibilities to address the risks of fraud, bribery and corruption
Moderator Richard Corgel - Executive Director, Ernst & Young
Wendy Shiba - Executive VP and Special Counsel, KB Home
Jim Levin - Partner, Winston & Strawn
Todd Moody - Partner, Ernst & Young
5:15-6:15
NETWORKING RECEPTION
Sponsored by Latham & Watkins

Friday, October 29
7:30-8:00
NETWORKING BREAKFAST
Sponsored by Duff & Phelps
8:00-9:00
PLENARY SESSION: The Role of the Board in Strategy Formulation
Introduction: John Weston- Member of the Board, Chief Marketing and Development Officer, Marshall & Stevens
Moderator David Rosenblum - Principal, Deloitte Consulting,LLP
Chris Mitchell - Director, Special Value Opportunities Fund LLC
Robert Denham - Partner, Munger, Tolles & Olson, LLP

9:00-10:15
BREAKOUT SESSION A:
Communicating in a Crisis
Moderator: Robert Magnuson - CEO, Magnuson & Company
Michael Sitrick - Chairman & CEO, Sitrick Brincko Group
John Emshwiller - Senior National Correspondent, The Wall Street Journal

BREAKOUT SESSION B:
Enterprise Risk Management: What Advantage To Stakeholders?
Moderator Ed Merino - CEO, Office of the Chairman
Ken Merchant - USC Leventhal School of Accounting, Deloitte and Touche Chair in Accountancy
Walter Smiechewicz - Chief Audit Executive, First Niagara Bank
Dean Yoost - Managing Partner (Retired), PwC
Laurie Champion - Director Enterprise Risk Management, Aon

BREAKOUT SESSION C:
Best Practices in Compensation
Moderator:Alexander L. Cappello - Chairman and CEO, Cappello Capital Corp.
Daniel M. Wetzel - Managing Partner, Pearl Meyer & Partners
Joe Yaffe - Partner, Skadden, Arps, Meagher & Flom LLP
Diane Miller - President and CEO, Wilcox Miller & Nelson
10:15-10:30
BREAK
10:30-11:45
PLENARY SESSION: The Government in the Boardroom
Moderator Brian Cartwright - Senior Advisor, Latham & Watkins LLP
Sy Lorne - Vice Chairman & Chief Legal Officer, Millennium Management LLC
Kevin Murphy - Kenneth L. Trefftzs Chair in Finance, USC
Robert K. Rasmussen - Dean and Carl Mason Franklin Chair in Law, and Professor of Law and Political Science
Lunch
11:45-1:00
Directors Networking Luncheon
Sponsored by Bingham McCutchen
1:00-2:00
INTRODUCTION OF CLOSING KEYNOTE SPEAKER
Brian Goodman - Senior Practice Leader, Legal & Regulatory, Resources Global Professionals

CLOSING KEYNOTE:
Regulatory and Fiscal Policy Impacts on Business in the Post-Crisis Era
Christopher Cox - Former SEC Chairman, Partner, Bingham McCutchen
2:00
CONFERENCE CLOSE:
Duke Bristow - Professor, Marshall School of Business
Program at a glance
When and where?
October 28, 2010 (8am - 6pm)
October 29, 2010 (8am - 2pm)

Davidson Conference Center
USC University Park Campus
3415 S Figueroa St, Los Angeles, CA 90089
See on map

How much?
$1,995

Accreditations
ISS
This Program has been accredited by Institutional Shareholder Services for director education.

CPE Eligibility
Approved for 13 CPE units

Sponsors
Resources Global Professionals
AON
Bingham McCutchen
Duff & Phelps
Latham & Watkins
O'Melveny & Myers
Pearl Meyer & Partners
Cornerstone Research
Skadden, Arps, Slate, Meagher & Flom

The 5th Annual USC Corporate Governance Summit brings together thought leaders from industry and academia throughout California and the United States. USC's program teams with Resources Global Professionals, AON, Bingham McCutchen LLP, Cornerstone Research, Duff & Phelps, Latham & Watkins, Pearl Meyer & Partners, and Skadden, Arps, Slate, Meagher & Flom. The Summit will present insight and commentary from corporate governance practitioners, experts from the USC Marshall School of Business, USC Gould School of Law and the USC Leventhal School of Accounting, along with a wide range of speakers and panelists with hands-on experience.

The USC Corporate Governance Summit aims to create value, provide solutions, and cultivate successful leadership among our nation's top public and private companies. The Summit enables participants to develop board room best practices to effectively balance profitability with prudence and in turn become the stewards of sustainable business. The Summit is designed to give directors, officers, executives and other professionals the information they need to meet the challenges of governance today.

Resources Global Professionals
Co-Promoting Organizations
Members of the following organizations will receive a discount on registration. Please contact your organizations directly for the appropriate discount codes.

Ritz-Carlton
Situated approximately 2.8 miles north of the USC campus in the heart of Downtown L.A., the Ritz-Carlton Los Angeles soars above the city, offering a sleek, sophisticated atmosphere, refined service and sweeping views. Los Angeles landmarks such as the Walt Disney Concert Hall, STAPLES Center, LA Live and The Museum of Contemporary Art (MOCA), are just blocks away. If you choose to stay at the Ritz-Carlton, please make your reservation as soon as possible and be sure to mention that you are attending an event at USC for a prearranged discounted room rate. You will also need to arrange your transportation between the hotel and campus on a daily basis. Hotel information: 900 W. Olympic Blvd, Los Angeles, California 90015 USA; Phone: (213) 743-8800. Ritz-Carlton Website

JW Marriott at LA Live
JW Marriott at LA Live is linked to The Ritz-Carlton and offers luxury accommodations only 2.8 miles north of the USC campus. JW Marriott at LA Live provides convenient access to LA Live shops and restaurants, Downtown LA attractions, Staples Center, Regal Cinemas, Los Angeles Convention Center, and the Nokia Theater. You will need to arrange your own transportation between the hotel and campus on a daily basis. Hotel information: 900 W. Olympic Blvd, Los Angeles, California 90015 USA; Toll-free: 1-888-832-9136 LA Live Marriott Website

Omni Hotel
The Omni Hotel in Downtown Los Angeles is a four-star, top-tier hotel situated approximately 2.5 miles north of the USC campus in downtown Los Angeles. There are many fine restaurants and shops in close proximity. If you choose to stay at the Omni, please make your reservation as soon as possible and be sure to mention that you are attending an event at USC for a prearranged discounted room rate. You will also need to arrange for your own transportation between the hotel and campus on a daily basis. Hotel Information 251 South Olive Street Los Angeles, Ca 90012 Phone: (213) 617-3300 Fax: (213) 617-3399. Omni Hotel Website

The Standard Downtown LA
The Standard Downtown LA. Located approximately 3.3 miles north of the USC campus in downtown Los Angeles, The Standard Downtown LA has comfy hotel rooms, a 24-hour restaurant, poolside bar, meeting and event space, as well as easy access to many fine restaurants and shops. If you choose to stay at The Standard, please make your reservation as soon as possible. You will need to arrange your own transportation between the hotel and campus on a daily basis. Hotel information: 550 Flower Street, Los Angeles, CA 90071. For reservations, please call (213) 892-8080 or visit The Standard Downtown LA website.

The Hilton Checkers Hotel
Also located in downtown Los Angeles, approximately 3 miles from campus, the Hilton Checkers dates back to the 1920's, and has recently been fully restored. It is the only four-diamond boutique hotel in Los Angeles. You will need to arrange your own transportation between the hotel and campus on a daily basis. Hotel Information 535 South Grand Ave. Los Angeles, Ca 90071. For reservations, please call (800) HILTONS or visit Hilton Checkers Website



Registration for the 2010 USC Corporate Goverance Summit is closed.

CPE NASBA National Registry Statement

As set forth in the National Registry Sponsor Agreement, the National Registry statement must be used in its entirety and without alteration, in promotional and other materials distributed to prospective course participants: USC Corporate Governance Summit is registered with the National Association of State Boards of Accountancy (NASBA), as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417. Web site: www.nasba.org


USC Gould School of Law, a State Bar of California-approved MCLE provider, certifies that this activity qualifies for minimum continuing legal education credit in the amount of 10.5 hours. This event may or may not meet the requirements for continuing legal education in other states. Please check with the bar association or Supreme Court in the state in which you are seeking credit to determine if the event is eligible.