Special Board Committees, The Cutting Edge of Board Governance
Special board committees have become the accepted practice for dealing with unusual events in the life of a corporation when having the full board of directors involved can create inefficiency at best and increased legal exposure at worse. Such events can include the sale of the business, related-party transactions in which one or more board members is conflicted, lawsuits and special investigations. This meeting will give directors an opportunity to understand the circumstances that lead to the formation of a special board committee, and the process for assembling and managing the committee. This knowledge can help prepare directors to effectively address unusual corporate events in a timely, responsible manner through a special committee.
Location and Time
The Buckhead Club
Atlanta, GA 30326
7:30am - 9:30am
Russell RichardsRuss Richards is a Senior Partner in King & Spalding’s Corporate Practice Group. He focuses his practice on the representation of publicly-held and privately-owned companies in Mergers and Acquisitions, Joint Ventures and other corporate transactions and in Corporate Governance matters. Mr. Richards’ experience involves a broad variety of industries and the full range of M&A transactions, including public and private mergers and acquisitions, joint ventures and strategic investments, and representation of Boards of Directors and Special Committees. His practice has included transactions throughout the United States and in Canada, Mexico, South America, the United Kingdom and Continental Europe. Mr. Richards also regularly advises Boards of Directors and Chief Executive Officers of public companies on Corporate Governance matters. Mr. Richards graduated, with high honors, from the University of Tennessee (B.S. in Accounting) and with high honors from Duke University Law School where he served as Executive Editor of The Duke Law Journal and was a member of the Order of the Coif. He also passed the National Examination for Certified Public Accountants. He is listed in The Best Lawyers in America, and Chambers USA and Georgia Trend haveselected Mr. Richards as a leading lawyer in his practice area. He has been selected as a “BTI Client Service All-Star” for delivering exemplary client service.
Ron DomanicoMr. Ronald J. Domanico, also known as Ron, currently serves as Director for Books a Million and also served as the Senior Vice President of HD Supply Holdings, Inc. from April 17, 2010 to April 17, 2014. Mr. Domanico served as the Chief Financial Officer of HD Supply Holdings from April 17, 2010 to December 11, 2013. He served as the Chief Financial Officer and Senior Vice President of HD Supply, Inc. since April 19, 2010. He joined HD Supply in 2010 from Caraustar Industries, Inc., where he served as its Senior Vice PresidentÂ since January 2005 and its Chief Financial Officer from October 2002 to December 2009. He also served as Vice President of Caraustar Industries Inc. from October 2002 to December 2004. From May 2000 to February 28, 2002, he served as an Executive Vice President and Chief Financial Officer of AHL Services, Inc. From 1981 to 2000, he worked at Kraft Foods and Nabisco in progressively senior roles of increasing responsibility in financial management, operations, planning and business development. From 1981 to 1997, he served as Chief Financial Officer of Kraft, Inc., International Operations. He was Chief Financial Officer of Kraft Scandanavia at Kraft Inc. He served as the Chief Executive Officer for Nabisco Asia. From 1997 to 2000, he served as Chief Financial Officer of Nabisco International and also served as its Senior Vice President. He serves as Director of NanoLumens, Inc. He has been Director of NanoLumens, Ltd. since 2015. He served as a Director of Books-A-Million Inc. from November 13, 2014 to December 10, 2015. Mr. Domanico served as a Director of Caraustar Industries Inc. from May 2006 to August 08, 2009. He is a board member of the Georgia Council on Economic Education, The Coles College of Business at Kennesaw State University and The CFO Roundtable. Mr. Domanico holds a bachelor's degree in Management Science and an M.B.A. in Finance from the University of Illinois in Urbana-Champaign.
Edward J. (Jack) HardinEdward J. (Jack) Hardin, a founding partner of the Firm, Rogers & Hardin, advisesÂ corporate directors and their companies on corporate governance, corporate law and domestic and international business transactions. REPRESENTATIVE EXPERIENCE • Representation of independent Directors of Fortune 50 information technology company regarding shareholder claims, internal investigations and governance issues; • Continuing Independent Director representations of multiple public REITs; • Representation of Boards of major independent accounting firms; • Representation of non-management directors of major resort developer and operator; • Representation of Independent Directors of NYSE listed consumer services firm including internal investigations and restructuring committees; • Representation of Directors of overseas based professional liability insurance company; • Representation of Audit Committee of publicly traded defense contractor; • Representation of Special Committees of public company Boards. Â
Andrew StullMr. Stull is a senior member of Houlhan Lokey’s transactional opinion practice. Mr. Stull’s investment banking experience includes M&A advisory, management/employee buyouts, recapitalizations, debt and mezzanine financings, and advising public companies, boards and special committees on fairness and solvency opinions. He has completed over 100 fairness, solvency and other transactional opinion and general advisory assignments related to buyside and sellside mergers and acquisitions, going-private transactions, debt and equity offerings, spin-offs, stock repurchases and asset sales. In this regard, Mr. Stull has advised boards or special committees in a number of public and private company merger and acquisition and corporate restructuring transactions including Georgia Gulf’s merger with the chlor alkali business of PPG, Florida Public Utilities’ merger with Chesapeake and Motorola’s split into Motorola Solutions and Motorola Mobility, Lodgian’s sale to Lone Star Funds, Bowater’s spin-off of assets to Abitibi Bowater, Synovus’ spin-off of Total System Services, Cobb EMC’s merger with Cobb Energy, Temple-Inland’s spin-off of Forestar and Guaranty, Datapath’s acquisition of Swedish Satellite Systems AB, Encore Medical’s sale to Blackstone Group, PowerOneData’s sale to Elster Group SE, Banc Intelligence.com’s sale to Fiserv, Mariner Healthcare’s take private by National Senior Care, Telewest Global’s merger with NTL, King & Prince Seafood’s sale to Gorton’s, Albertsons’ sale to Supervalu / CVS / Cerberus, Ashland’s sale of its JV interest to Marathon Oil, Cumulus Media’s acquisition of DBBC, Kindred Healthcare’s spin-off and merger of its institutional pharmacy business to form PharMerica, HealthPlan Services’ sale to Sun Capital, AGY’s sale to Kohlberg & Company, National Service Industries’ spin-off of Lithonia Lighting and NSI Chemicals, AFC Enterprises in connection with a special dividend, J.G. Wentworth in connection with a special dividend and Harry’s Farmers Markets’ sale to Whole Foods.