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Press Release:
Society Holds Teleconference on
WorldCom Settlement
FOR IMMEDIATE RELEASE:
Society Holds Teleconference on WorldCom Settlement
The Society of Corporate Secretaries and Governance Professionals Addresses Issues for Directors in Wake of WorldCom Settlement
NEW YORK, January 12 — The Society of Corporate Secretaries and Governance Professionals sponsored a teleconference focusing on the needs of Society members following the WorldCom settlement that directed personal payouts of $18 million from the ex-directors of the bankrupt company.
Corporate secretaries and governance professionals, who work closely with boards of directors, are being asked to assist directors as they struggle with the implications of the settlement regarding the personal liability of directors and the limits of Director & Officer insurance, traditionally a shield for directors.
Society members Lydia Beebe, Secretary, ChevronTexaco Corporation; Alan Dye, Partner, Hogan & Hartson LLP; David Katz, Partner, Wachtell, Lipton, Rosen & Katz; Marilyn Mooney, Partner, Fulbright & Jaworski L.L.P.; Susan Wolf, Staff Vice President, Secretary & Associate General Counsel, Schering-Plough Corporation, took part in the call. Each spoke about ways in which corporate secretaries and governance professionals can help board members ensure that they are providing effective oversight of the corporation.
Generally, Society members agree with Martin Lipton of Wachtell, Lipton, Rosen & Katz, who has said in a memo to clients that "in order to avoid an overemphasis on process and at the same time effectively discharge the board's fundamental duties to appropriately monitor and supervise the business of the corporation, it is necessary to identify the matters on which the board should focus and to create a reasonable program to deal with them."
Susan Wolf said that her office will begin by providing directors with an outline of the facts of the settlement, along with law firm memos. Her company is planning a briefing on the WorldCom settlement, and will analyze the company's D&O insurance provisions.
Marilyn Mooney noted that Society members should also continue to help boards meet their oversight duties by following up on open issues, and documenting board processes rigorously.
The Society will have a resource page about the settlement on its Website: www.governanceprofessionals.org, to help members further. A transcript and audiofile of the teleconference will also be available to members through the Society Website.
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The Society of Corporate Secretaries and Governance Professionals, Inc. (the Society) is a professional association founded in 1946 as the American Society of Corporate Secretaries. Our name was changed in 2005 to reflect the corporate governance role that so many of our members — more than 3,800 corporate attorneys and governance and business executives representing more than 2,500 companies — play in their organizations. The job responsibilities of our members include working with corporate boards of directors and senior management regarding corporate governance, ethics and compliance; assuring issuer compliance with securities regulations and listing requirements; and coordinating activities with shareholders, including proxy voting for the annual meeting of shareholders and negotiation of shareholder proposals.
For inquiries regarding Society communications please call Geoff Loftus, Vice President,
at 212-681-2000 or e-mail gloftus@governanceprofessionals.org.
For inquiries regarding Society membership, services and activities,
please call 212-681-2000 or visit our website at www.governanceprofessionals.org.
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Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue New York NY 10175
212-681-2000 - Fax 212-681-2005
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