Facing Conflicts of Interest in Troubled Times


Corporate, Securities Litigation, Securities Enforcement, and Investigations + White Collar Defense

Palo Alto

Darryl P. Rains

Darryl P. Rains


Please note the new date for this program. Wednesday, April 15, 2009

Hear from an experienced panel that includes:  the former chief accountant of the SEC; one of the nation's leading plaintiff class action litigators; a public company general counsel; and an independent board member of three Fortune 200 companies.


1.      Techniques for identifying and surfacing conflicts
        conflicts surface more quickly and in new places during economic down turns
        vigilance in identifying conflict-rife situations
        surfacing and dealing with conflicts
        economic pressure brings out behavior traits that can overwhelm personal integrity

2.   Conflicting interests in corporate communications:  “sugar coating” bad news
        board members
        Wall Street

3.   Conflicting interests in the “zone of insolvency”

4.   Conflicting interests in private company valuations
        insider-led venture financings (particularly “down rounds”)
        option repricings (shareholder wrath, RiskMetrics (ISS) wrath, accounting charges)
        going-private transactions

5.   Conflicting interests in accounting determinations
        temptation to “bend the rules” to meet expectations (revenue recognition)
        asset impairments due to market cap declines (delayed or avoided writedowns)
        liquidity and covenants can lead to pressure on balance sheet in addition to operating statements

  6.   Conflicting interests in "speaking truth to power"
        gatekeepers’ duty to speak up / whistleblowers
    - supportive corporate governance
    - supportive culture
    - board dynamics
        gatekeepers more vigilant / proactively look for conflicts

7.   New conflicts settling derivative class action litigation
         company and board member defendants, desire to settle with payment by corporation (or D&O insurer); courts refusing to approve such settlements as “pay offs”


• SEC: Lynn E. Turner (former Chief Accountant of the SEC)
• Independent Board Member: Robert J. Finocchio, Jr. (Sun, Altera, Echelon)
• Plaintiff Litigator: Joseph W. Cotchett (Cotchett, Pitre & McCarthy)
• Executive in Residence: James Balassone (Markkula Center for Applied Ethics)
• General Counsel:  Steve Debenham (Asyst Technologies)
• Moderator: Darryl P. Rains (Morrison & Foerster LLP)


General Counsels; Chief Executive and Financial Officers; Members of Boards of Directors; Venture Capitalists; Outside Counsel

This seminar is another in a continuing series of luncheon seminars co-sponsored with The Markkula Center designed to cover a current hot topic in some depth.

This invitation is transferable and open to colleagues and guests.  There is no charge to attend this seminar.

California MCLE credit for this program is pending.

This program has been accredited by RiskMetrics.


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