American Law Institute

Corporate Board Elections
and
Internal Controls

27th September 2005
Federal Reserve Bank of New York

European Corporate Governance Institute

A free all-day conference co-sponsored by the American Law Institute and the European Corporate Governance Institute
Transcript of speeches
Click name for biographies of speakers

Welcome and introductions
Welcome by Thomas C. Baxter, Jr., General Counsel and Executive Vice President, Federal Reserve Bank of New York
Introduction by Michael Traynor, President of the American Law Institute and Senior Counsel, Cooley Godward LLP

Introduction by Antonio Borges, Chairman, European Corporate Governance Institute and Vice-Chairman, Goldman Sachs International

Session 1– Keynote speech

Keynote speech by William J. McDonough, Chairman of the Public Company Accounting Oversight Board introduced by Michael Traynor, President of the American Law Institute
Questions to William J. McDonough

Session 2– Corporate Board Elections

Briefing: Board elections in the United States by Robert Mundheim, Of Counsel to Shearman & Sterling
Briefing: Board elections in Europe by Professor Guido Ferrarini, Professor of Law, University of Genoa; Vice Chairman of the ECGI and ECGI Fellow
Panel remarks by Martin Lipton, Founding partner, Wachtell, Lipton, Rosen & Katz
Panel remarks by Klaus J. Hopt, Professor and Director, Max Planck Institute for Foreign Private and Private International Law, Hamburg; Board member of the ECGI and ECGI Fellow
Panel remarks by James H. Cheek III, Partner, Bass, Berry & Sims PLC
Panel remarks by B. Espen Eckbo, Tuck Centennial Professor of Finance and Founding Director, Center for Corporate Governance, Dartmouth College; ECGI Research Associate
Questions and answers: moderated by Roberta C. Ramo, Shareholder, Modrall, Sperling, Roehl, Harris & Sisk P.A.; 1st Vice President, The American Law Institute

Session 3– Keynote speech

Keynote speech by Alexander Schaub, Director General, European Commission, DG Internal Market
Questions to Alexander Schaub

Session 4– Internal Controls

Briefing: Internal Control in the United States by John C. Coffee, Adolf A. Berle Professor of Law, Columbia University; ECGI Fellow

To be posted
Briefing: Internal Control in Europe by David Devlin, President, Fédération des Experts Comptables Européens (FEE)
Panel remarks by Charles W. Gerdts, III, General Counsel, PricewaterhouseCoopers LLP
Panel remarks by Pierre Delsaux, Head of Unit and Acting Director, DG Markt, European Commission
Panel remarks by Paul Saffert, Allianz AG
Panel remarks by Alan L. Beller, Director, Division of Corporate Finance, U.S. Securities and Exchange Commission (SEC)
Questions and answers: moderated by Myles V. Lynk, Peter Kiewit Foundation Professor of Law and the Legal Profession, Arizona State University
Session 5– Floor discussion and summing up

Summing up by Marco Becht, Professor of Finance and Economics, Université Libre de Bruxelles; ECGI Executive Director

Summing up by Lance Liebman, William S. Beinecke Professor of Law, Columbia University, Director of the American Law Institute