Drexel University College of Law Program in Business & Entrepreneurship Law
		and
		Bennett S. LeBow College of Business Corporate Governance Center

Presents

“No Seat at the Table”

A Discussion of Women and Corporate Boards

Speaker:

Professor Douglas M. Branson
W. Edward Sell Chair in Business Law
University of Pittsburgh School of Law,
and author of the recently published
No Seat at the Table: How Corporate Governance and Law Keep Women Out of the Boardroom (NYU Press)

Panelists:

Elva L. Bankins
President, The Forum of Executive Women
Sr. Vice President, CEO Resources, Inc.

Joan MacLeod Heminway
Professor of Law
The University of Tennessee College of Law

Vicki W. Kramer
Principal, V. Kramer & Associates

Ellen C. Wolf
Sr. Vice President & Chief Financial Officer, American Water
Member of the Board, C & D Technologies, Inc.

Moderator:

The Conference was held on Thursday, November 29, 2007, at the Bossone Center at Drexel University, Market Street between 31st and 32nd Streets, Philadelphia, PA.

Sponsored by

Pepper WIN! is Pepper’s Women's INitiative, a program to recruit, retain, train, promote, support and develop Pepper attorneys who are also women.

The Issues. In his recent book No Seat at the Table: How Corporate Governance and Law Keep Women Out of the Boardroom (NYU Press), Professor Branson lays out the evidence that women continue to be underrepresented on the boards of directors of America’s public companies. Branson is not alone in pointing to systemic causes for the persistence of this imbalance. Even among those firms that have recruited women directors, he sees evidence of “tokenism” and a pattern of recruitment that suggests that corporate America sees women as less capable of serving as its leaders. At the same time, there is a growing literature that suggests that female voices in the boardroom are important not only as a matter of fairness but as a matter of good business. Women are seen to bring perspectives that are important to good decision making in a business. Not only do they better understand the woman’s view – be it female employees or customers – but they are seen to bring a world view to issues such as trust, governance and responsibility and an approach to discussion and decision-making that adds value that cannot come from men alone.

The goal of this Conference is to review the evidence, examine the potential causes and evaluate the reasons for eliminating the paucity of women on corporate boards. Ultimately, we hope to examine strategies for correcting the imbalance and to measure these strategies for their potential to succeed.

Biographies.

Douglas M. Branson, one of the top corporate law experts in the country, is a prolific writer whose work has been described as the best "traditional" corporate scholarship currently being done. In addition to No Seat at the Table, Professor Branson is the author of the widely cited and favorably reviewed treatise, Corporate Governance (Michie & Co.). He is the author of over 75 articles appearing in law reviews such as Cornell, Minnesota, Northwestern, UCLA and Washington & Lee.

Branson, a professor at Seattle University School of Law for more than 20 years, joined the University of Pittsburgh School of Law faculty in 1996 as the W. Edward Sell Chair in Business Law. He has been a visiting professor or lecturer at several law schools, including: the University of Alabama, as the Charles Tweedy Distinguished Visiting Professor; the University of Oregon; Cornell University; Arizona State University; and universities in New Zealand and England. He also holds a permanent faculty appointment at the University of Melbourne, Australia, in its Master of Laws program.

His reputation as one of the country's most productive and thoughtful business law scholars has earned Professor Branson an especially influential role in framing the highly prestigious American Law Institute's recommendations for corporate governance. In addition, he is considered the world's leading expert on the corporate law aspects of Alaska native corporations.

Elva L. Bankins is President of The Forum of Executive Women and Senior Vice President of CEO Resources, a leading retained executive search firm in the Greater Philadelphia area. Prior to joining CEO Resources, Bankins was Senior Vice President and General Manager of a professional services firm where she was responsible for P&L, business development, client relations and office operations. Under her six years of leadership, Bankins doubled the number of offices, proportionately increased the staff and doubled revenues, while increasing the visibility of the firm in the area.

With a background in IT solutions, Bankins was the President and Founder of Bankins Consulting, a firm that specialized in sales and marketing projects for small to mid-size companies. Previously, she spent five years selling enterprise-wide solutions for SAP America, Inc. during its initial startup in the US marketplace.

Bankins speaks at various corporate, professional and community organizations throughout the Philadelphia area. Active in many civic and professional organizations, she was chosen as one of Pennsylvania’s Best 50 Women in Business and was awarded the Take the Lead Award by the Girl Scouts of America. She is a past president of the Network of Women in Computer Technology.

Chosen a 2005 Woman of Distinction for Philadelphia, Bankins served on the board of Leadership Philadelphia. She served on the Advisory Board of the PNC Women’s Financial Services Network and is a member of the Business Leaders Network. Bankins was recently recognized by the Pennsylvania Commission for Women in the book, Voices, a role model book for African American and Latina girls. She holds a Bachelor of Arts degree in Organizational Management from Eastern College.

Joan MacLeod Heminway is an Associate Professor of Law at The University of Tennessee College of Law and a Research Fellow at The University of Tennessee Corporate Governance Center.

Professor Heminway teaches in the corporate and securities law area. She received the University Chancellor’s Award for Teaching Excellence in 2006, the College’s Marilyn V. Yarbrough Faculty Award for Writing Excellence for 2005, and the College’s Harold C. Warner Outstanding Teacher Award for 2004. She was a Visiting Professor at Boston College Law School for the Fall 2005 semester and at Vanderbilt University Law School for the Spring 2007 semester.

Before starting her teaching career in 2000, Professor Heminway spent 15 years practicing law in the Boston office of Skadden, Arps, Slate, Meagher & Flom LLP, where she specialized in mergers and acquisitions and securities regulation matters. Her research agenda principally focuses on securities disclosure law and policy, including insider trading regulation. Her interests in these areas extend to feminist and gendered perspectives on corporate and securities law. Recent writings authored by Professor Heminway have appeared in (among other law reviews and journals) the American University Law Review, University of Cincinnati Law Review, Fordham Journal of Corporate & Financial Law, Hastings Women’s Law Journal, Maryland Law Review, and Texas Journal of Women and the Law. In addition, Professor Heminway recently edited and coauthored a book published by Carolina Academic Press: MARTHA STEWART’S LEGAL TROUBLES (2007).



Vicki W. Kramer, Ph.D., principal of V. Kramer & Associates, led a national study to determine whether it makes a difference in corporate governance to have a critical mass of women on a corporate board. The results were published by Wellesley Centers for Women at Wellesley College (Critical Mass on Corporate Boards: Why Three or More Women Enhance Governance, by Vicki W. Kramer, Alison M. Konrad, and Sumru Erkut); and she has co-authored articles about the study for the Harvard Business Review, numerous corporate governance journals, and for a book on women on corporate boards to be published in 2008. A paper based on the study won the Outstanding Empirical Paper award from the Eastern Academy of Management.

Dr. Kramer has more than 30 years of leadership experience in workplace issues, human relations and women’s leadership issues, and management. She provides consulting and group facilitation to organizations; provides executive coaching to individuals; and conducts research. She has co-chaired the Executive Suites Committee for The Forum of Executive Women, Philadelphia, and represents the Forum on the executive committee of ION – a national network of eight regional executive women’s organizations working to increase the number of women on corporate boards and in executive positions. She earned her B.A. from Wellesley College and her Ph.D. from Harvard University.



Ellen C. Wolf is a member of the Board, Senior Vice President and Chief Financial Officer (CFO) of American Water. Founded in 1886, American Water is the largest investor-owned U.S. water and wastewater utility company. With headquarters in Voorhees, N.J., the company employs nearly 6,900 dedicated professionals who provide drinking water, wastewater and other related services to approximately 16.2 million people in 32 states and Ontario, Canada. Wolf has responsibility for all information technology and financial functions, including directing and coordinating all company financial objectives and obligations, ensuring the integrity of financial statements, developing budgets for both annual and interim periods, developing cash management investment strategies, maintaining a financially solvent organization and leads the Sarbanes-Oxley compliance implementation project.

Prior to re-joining American Water, Wolf served as senior vice president and CFO of USEC Inc., a global energy company, a position she held since December 2003. From 1999-2003, Wolf was employed by American Water as Vice President and CFO. Wolf’s career began with the accounting firm of Deloitte Haskins & Sells. After leaving Deloitte Haskins & Sells, from 1987-1999 Wolf held various positions with increasing responsibility in corporate accounting, finance, and business development for Bell Atlantic and several of its subsidiaries including Bell Atlantic Enterprises International, Bell Atlantic NYNEX Mobile, and Bell Atlantic Corporation.

Wolf received a B.A. from Duke University and a M.B.A. from the Wharton School of the University of Pennsylvania. She was named a recipient of the “50 Key Women in Energy Awards in 2001” for her leadership. Currently, Wolf serves on the Board of Directors of C&D Technologies, Inc. and Water For People.

Logistics. The Conference is being held on Thursday, November 29th, beginning at 2 pm. The location is the Bossone Center at Drexel University on Market Street between 31st and 32nd Streets in Philadelphia, PA. The program is scheduled to last three hours, and a reception will follow. Other than for those seeking CLE credits (see below), the Conference is free and open to the public. However, registration is required.

Travel / Parking. The Bossone Center is located a short walk from Philadelphia’s Amtrak 30th Street Station, a major Amtrak stop serving Boston, New York and Washington. Parking is available at several lots located near the Bossone Center.

CLE Credits. The Earle Mack School of Law is a provider of Continuing Legal Education approved by the Supreme Court of Pennsylvania Continuing Legal Education Board and has applied for approval of the Conference program for three (3) hours of substantive CLE credits in PA. Persons interested in receiving CLE credits should so indicate when registering and will need to pay a $25 CLE Fee on the day of the Conference and comply with certain attendance record requirements. The fee will be payable in cash or check made payable to “Earle Mack School of Law.”

Reading Material. Professor Branson’s book, No Seat at the Table: How Corporate Governance and Law Keep Women Out of the Boardroom (NYU Press), may be purchased by clicking here. Selected chapters have been posted to SSRN. To read the latest reports from The Forum of Executive Women, including the ION Report entitled “Women on Boards: Missed Opportunities” and the Forum’s most recent Women on Boards Study, click here. Professor Heminway’s article, Sex, Trust, and Corporate Boards, is available from SSRN. A summary of Dr. Kramer’s work, Critical Mass on Corporate Boards: Why Three or More Women Enhance Governance, can be found here.