Corporate Governance of Subsidiaries

Duration: 75 Minutes
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.
Corporate Governance of Subsidiaries
Instructor: Paul Marcela
Product ID: 506168
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
Why Should you Attend
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.

Who will Benefit
  • 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
$200
Recorded Session for one participant
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  • Please let us know your thoughts and views at the end of the webinar, your valuable feedback will help us improve
Recorded Session - How it works
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  • Upon purchase of the recorded session a link will be updated on your OCP Account within 24 hours
  • Please click on the link to access the Recorded Session
  • Presentation handouts in downloadable PDF format will be updated on your OCP Account within 24 hours of the purchase of the product
  • Download the Certificate of Attendance and Purchase Invoice from your OCP Account after 48 hours of the product Purchase
  • Please share your valuable Feedback at the end of the session
Instructor Profile:
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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