Objectives of the Presentation
- The areas that will be covered in this webinar are:
- Different types of legal entities and related governing documents and state filing requirements
- Role of subsidiary boards vs. the parent company board
- Subsidiary board structure
- Subsidiary board composition
- Subsidiary board's risk management responsibilities
- Minimizing subsidiary legal risks
- Protecting the corporate veil
- Proper oversight of subsidiaries
- Use of corporate governance service providers and related technology
- Models of subsidiary corporate governance
- Role of the Corporate Secretary in subsidiary corporate governance
- Increased controls relating to subsidiary corporate governance
Often times, Corporate Secretaries and other governance professionals in large corporations with subsidiaries expend an appropriate amount of resources on robust corporate governance at the parent corporation level but neglect providing the same level of corporate governance services at the subsidiary level. This is a trap for the unwary. This webinar will focus on the reasons to practice robust subsidiary corporate governance and related issues.
President & CEO ,
Governance Partners Group, LLC
Paul Marcela is President & CEO of Governance Partners Group, a corporate governance services firm that specializes in providing outsourced Corporate Secretary services to companies that seek support in attending to the corporate governance requirements of their Boards of Directors. GPG provides services in the categories of Board and Committee Support, Subsidiary Management and Corporate Governance Program and Process Consulting. GPG focuses on providing governance services to private companies, small to mid-cap public companies and not-for-profit organizations that may not have sufficient internal resources to practice good governance in an appropriately robust manner.
Paul is the Secretary of the Private Directors Association. He has also served the Society for Corporate Governance as Chair of the Society's Private Companies Committee, as a member of the Society's National Board of Directors and the Southeast Chapter Advisory Council and as President of the Detroit Chapter.
Previously, Paul has been Vice President, Secretary & General Counsel of two Cerberus Capital Management private equity portfolio companies, Blue Bird Corporation and North American Bus Industries, Inc., and served as Financial Counsel to Dow Corning Corporation, most recently as Associate General Counsel & Assistant Secretary. Paul's primary legal practice areas have been corporate governance, securities, mergers & acquisitions, corporate finance and litigation management. His current professional focus is exclusively in the corporate governance arena.
Paul earned a J.D. from Case Western Reserve University, a M.B.A. from Central Michigan University and a B.S. from Allegheny College.
- The right audience for this webinar includes (a) members of Boards of Directors
- Principals of private equity firms
- Family offices and venture capital firms
- Chief Executive Officers
- Chief Financial Officers
- Corporate Secretaries
- Assistant Corporate Secretaries and other Corporate Governance Professionals
- General Counsels and other in-house attorneys
- Corporate attorneys practicing in law firms
- Business and law school professors and students