Blair Nicholas, Jeroen van Kwawegen and Jon Feigelson
On June 26, 2017, the U.S. Supreme Court reversed over 40 years of established law and policy in ANZ Securities by ruling that the filing of a class action does not stop accrual of the "statute of repose" deadline for class members to file an opt-out claim. The Court's decision has significant implications for institutional investors' policies and governance in overseeing claims that are material to them.
Join Blair Nicholas, Jeroen van Kwawegen and Jon Feigelson to discuss these implications and best practices to maintain control over claims that are important to your investments. Blair and Jeroen represent institutional investors in litigation every day. Blair is a managing partner and the head of BLB&G's opt-out practice. Jeroen is a partner in the corporate governance and fiduciary duty practice and the head of BLB&G's European client services. Jon is BLB&G director of corporate governance and brings extensive fund experience as the former general counsel and director of corporate governance at TIAA - one of the largest institutional investors in the United States with more than $930 billion under management.
Pulitzer Prize-winning investigative journalist Jesse Eisinger has been following a scandal that has come to define our time: Despite seemingly endless discoveries of white collar crime on Wall Street and in corporate America more broadly, CEOs and other top business leaders commonly enjoy relative impunity. Eisinger’s new book — The Chickenshit Club: Why the Justice Department Fails to Prosecute Executives — is a blistering account of corporate greed and misconduct, and the limited response from law enforcement. Jesse argues that the Justice Department has faced a variety of economic, political and cultural changes, both internal and external, that have eroded its commitment, ability and resources to prosecute powerful corporate leaders.
In this candid conversation, Jesse discusses how we got here and the ways he believes we need to fight to create balance in our justice system while rebuilding trust and integrity in corporate America.
A Conversation with Current and Former TIAA Executives on Emerging Issues in Corporate Governance
BLB&G's Blair Nicholas and Dave Kaplan hosted Bess Joffe, managing director of corporate governance for TIAA, and Jonathan Feigelson, BLB&G Director of Corporate Governance, in a lively discussion on the current corporate governance landscape, increasing institutional investor participation, and key proposals for the 2017 proxy season. Among other topics, the conversation covered: The emergence of prominent retirement systems, mutual funds and index fund managers as vocal participants in the corporate governance dialogue; The Trump administration's anticipated deregulation and its impact on corporate governance and shareholder rights; and hot topics in corporate governance, including executive compensation; dual class stock; universal proxy access; board refreshment, composition and diversity; resisting activist investors with short-term agendas; and environmental, social, and governance (ESG) issues.
Dr. Eric Ben-Artzi, former Deutsche Bank Risk Officer, and Dana Gold, Esq., Senior Fellow at the Government Accountability Project ("GAP") discuss Dr. Ben-Artzi's remarkable whistleblower effort to expose improper accounting practices at Deutsche Bank, as well as GAP's ground-breaking advocacy efforts on behalf of whistleblowers and to advance corporate and regulatory reform.
BLB&G's Blair Nicholas and Dave Kaplan host Erwin Chemerinsky, one of the nation's foremost Supreme Court experts and commentators, for an engaging discussion of the Supreme Court landscape. The political stalemate over who will fill the present Supreme Court vacancy, and uncertainty over when a nominee will be confirmed, is having a big impact on a slate of controversial cases - including affirmative action, abortion, health care, union dues, redistricting, and class action litigation. The impact will likely last through the Court's next term, affecting other important issues such as insider trading and SEC enforcement. Justice Scalia was assertive conservative voice on the Court for almost thirty years. His passing means the Court will now be left evenly split 4-4 along ideological lines, on a host of critical issues, until the seat is filled.
According to Chemerinsky, the decision over who will fill the Supreme Court vacancy promises to be at the center of the next presidential election and could make "all the difference with regard to virtually every constitutional issue."
In this edition of BLB&G's Speaker Series, attorneys Ben Galdston and Lucas Gilmore welcome Jim Coburn and Andrew Collins, leaders from Ceres and the Sustainability Accounting Standards Board ("SASB") respectively, to discuss the rising demand by institutional investors, policymakers and public interest groups of improved corporate disclosure regarding climate and sustainability issues.
Climate change and its regulation pose significant and increased risks to public companies' operations and financial results. Since 1980, weather and climate disasters have caused losses of over $1 trillion in the U.S. alone. Experts predict these climate change-related costs will only continue to intensify. Moreover, new climate-related federal and state regulations have dramatically impacted the electric power, coal, oil and gas, transportation and insurance industries.
Despite these known trends, it is estimated that more than 75% of public companies fail to make adequate disclosures regarding climate and sustainability risks. While the SEC issued guidance in 2010 regarding how public companies should address and report material risks posed by climate change, the SEC has yet to pursue any formal enforcement action. As a result, investors have suffered enormous losses when the undisclosed sustainability and climate risks materialize.
The Foundation's Chair, the Hon. Huub Willems, and its US and European counsel will discuss its strategy for recovering Volkswagen ("VW") investor losses.
VW’s admitted cheating of emissions tests caused massive declines in the prices of VW ordinary shares, American Depository Receipts ("ADRs") and VW preference shares, erasing tens of billions of dollars in investors' assets. Additionally, VW faces criminal investigations and massive civil penalties from governments around the world, and has set aside over $7.3 billion to cover the costs of the cheating scandal.
The US District Court for the Northern District of California has appointed leading shareholder rights law firm Bernstein Litowitz Berger & Grossmann ("BLB&G") as sole Lead Counsel in the pending ADR securities class action case. Coextensive with BLB&G's appointment as Lead Counsel, the Firm established the Volkswagen Investor Settlement Foundation in the Netherlands under the Dutch Collective Settlement Act (the "Act") to provide a vehicle to recover damages in VW's other publicly traded securities.
The discussion will cover, among other topics, the following:
- The status of litigation and investigations in the US regarding Volkswagen's conduct
- Background on the Dutch Collective Settlement Act and its procedures
- The relationship between the US ADR class action and the Dutch settlement Foundation
- The Foundation's efforts to protect VW investor interests
An interactive Q&A will follow.
- Prof. mr. Huub Willems, Chairman of the Board, Volkswagen Investor Settlement Foundation
- Jeroen van Kwawegen - Partner, Bernstein Litowitz Berger & Grossmann (US Counsel to the Foundation)
- Arnold Croiset van Uchelen - Partner, Allen & Overy (Dutch Counsel to the Foundation)
- Jim Harrod - Partner, Bernstein Litowitz Berger & Grossmann (Counsel for VW investors in the Volkswagen ADR Securities Litigation)
Professor Bill Black, an expert on white-collar crime, former federal bank regulator, advisor to governments worldwide, and frequent commentator on fraud in America's financial markets, is the featured speaker in the inaugural installment of BLB&G’s Real-Time Speaker Series.
Dr. Black has spent decades exposing the destructive forces of corporate misconduct and regulatory languor. The discussion will focus on his work and current topics in corporate governance, including “control fraud” (frauds led by those that control a seemingly legitimate entity and use it as a "weapon" to defraud), the rise of the “Imperial CEO" in America, and what investors can do to reign in managerial excesses.
(NOTE: If you wish to ask a question, please click on the “Ask a Question” button at the top of the webcast screen and submit. Click on the adjacent "Attachments” button to view articles, video and other related materials pertaining to Dr. Black’s work. Please also feel free to rate the webcast by clicking on the “rate this” button.)
BLB&G’s Real-Time Speaker Series hosts candid conversations with academics, policy makers, and other experts about the financial markets and issues of importance to the institutional investor community.