Paul Marcela
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.
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Private Company Governance and Board Risk Management
Compliance has become a key element in business operations. Federal Sentencing Guidelines contain specific provisions which can benefit a business that has the proper compliance structure and procedures in place. Clearly, risk management has become a global need for companies which should adopt a risk management and compliance program ensuring that from the board of directors and top management to each department a cohesive and unified structure is in place to ensure compliance and manage the risks.
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Corporate Governance of Subsidiaries
Corporate Secretaries and other governance professionals of corporations that have wholly or majority owned subsidiaries and other partially owned legal entities have a responsibility to attend to corporate governance requirements relative to subsidiary corporations just as they do with respect to the parent company. Among other things, attending to subsidiary corporate governance is important to protect the corporate veils of subsidiaries so that the litigation claimants and other creditors of subsidiary corporations will not be able to access the assets of the parent corporation to satisfy their claims.
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