Director Duties Before, During & After Bankruptcy
As a director are you prepared for potential liquidity issues involving bankruptcy, insolvency, or restructuring and turnaround of an underperforming organization? What are your fiduciary duties in these situations? Do your duties shift to creditors and when? Are you always protected by the 'business judgement ' rule? Are your personal liabilities increased in these situations? Are you prepared for litigation?
This program will focus on these situations and issues. Our panel will discuss specific situations from their background and experiences. Also educational materials on director fiduciary duties and liabilities will be provided. Please join us on January 18, 2017 for this stimulating and educational program.
Location and Time
Denver Country Club
1700 E. 1st Ave.
Denver, CO 80218
John Fischer, PanelistJohn Fischer has more than 30 years of legal, management and transactional experience at both major corporations and emerging growth companies in the United States and abroad. John currently serves as the General Counsel of Natural Grocers by Vitamin Cottage, Inc. (NYSE: NGVC), a rapidly growing specialty retailer of natural and organic groceries and dietary supplements. He is also a member of the Board of Directors at Ligado Networks (formerly LightSquared), a company that emerged from chapter 11 in December 2015 and is focused on accelerating the deployment of next-generation mobile networks that deliver advanced connectivity services. From 2006 to 2012, John served first as General Counsel and subsequently as Interim President and CEO of The Berry Company, LLC, one of the country’s largest local search firms. While serving as General Counsel, he led the company through a successful chapter 11 restructuring that resulted in the consensual elimination of more than $1 billion of debt. John’s experience includes serving as Managing Partner, Telecoms, of Logica Consulting, a pan-European management consultancy. In that position, he managed a wide range of telecommunications projects in 16 different countries on behalf of major US, European and Japanese companies. He also served as General Counsel of LCC International, Inc., a global wireless communications engineering company. John holds a BA degree from Stanford University (Phi Beta Kappa) and JD and MBA degrees from the University of California at Los Angeles.
Thomas B. McNamara, PanelistThomas B. McNamara is a United States Bankruptcy Judge for the District of Colorado. He began his judicial tenure on March 23, 2015. He is the Chair of the International Judicial Relations Committee of the National Conference of Bankruptcy Judges as well as a member of the Local Bankruptcy Rules Committee of the United States Bankruptcy Court for the District of Colorado. Mr. McNamara received his undergraduate education at the University of Minnesota (Minneapolis). He graduated from the Yale Law School, where he was active in international matters and legal services clinics. After graduation from the Yale Law School, Mr. McNamara joined a large, Colorado-based law firm where he practiced in the dispute resolution field for almost 25 years. Although he worked on cases involving the banking, securities, financial services, skiing, telecommunications, hospitality, and consumer products industries, his principal focus in private practice was the natural resources sector. Many of Mr. McNamara's cases in private practice were international in nature. He prosecuted or defended cases involving foreign sovereigns, foreign state-owned enterprises, companies, debtors, creditors, and individuals in matters throughout the United States. Prior to his judicial role, Mr. McNamara published and lectured frequently on international topics. As a new United States Bankruptcy Judge, Mr. McNamara’s principal focus is on bankruptcy issues and service to the people of the State of Colorado.
Ernest Sampias, PanelistErnest (Ernie) Sampias, has board experiences as a director and audit committee chairman for Xyratex, Ltd and Bio Fuel Energy, both former public companies. He also served as a director for Dot Hill Systems, Inc. Mr. Sampias' professional experience includes financial and leadership roles for both private and public companies within the information technologies, telecommunications, energy, and directories industries. Most recently, he served as Interim CEO and Director for Xyratex, Ltd, a public company until its sale in March, 2014 to Seagate. Prior to that he served as Chief Financial Officer for Sensis Pty Ltd, a consumer directory company of Telstra in Melbourne, Australia from 2007 -2009. His prior leadership experience includes Chief Financial Officer roles for Spectralink, Local Matters, Inc., McDATA Corporation, Convergent Communications, and US West Dex Directories. Mr. Sampias currently serves as CEO of Sampias Holdings, LLC an investment company and is a board member for the NACD Colorado Chapter and Mentor Colorado. He graduated from Indiana University with a Bachelors Degree in Business with Distinction, and holds a Masters Degree in Taxation from DePaul University. He is a Certified Public Accountant (retired).
Francis Wheeler, ModeratorFran Wheeler is a partner in the Colorado office of Cooley LLP. His practice includes corporate, securities and transactional matters, including public and private offerings, mergers and acquisitions, international transactions, corporate governance and securities law disclosure and compliance. He has represented publicly and privately held companies, as well as board committees, in a broad range of industries, including as a transactional lawyer advising clients in bankruptcy. Prior to joining Cooley, Mr. Wheeler was a partner with a Denver-based AmLaw 200 firm, where he headed that firm's corporate practice. Mr. Wheeler also practiced in New York City. Mr. Wheeler is currently named in Chambers USA: America's Leading Lawyers in Corporate/M&A (Band 1), in Best Lawyers in America in Corporate Law, Mergers & Acquisitions Law and Securities/Capital Markets Law, and in Euromoney Expert Guides in Corporate Governance. A member of the Merger & Acquisitions Committee of the American Bar Association's Business Law Section, Mr. Wheeler is active on the task force authoring the ABA's model tender offer agreement for the acquisition of a public company. He is also an officer and director of the Colorado Chapter of the National Association of Corporate Directors and an NACD Corporate Governance Fellow. Mr. Wheeler has a BS in Chemistry from Weber State University and graduated with JD and MBA degrees from Harvard University.
Richard Jenkins, PanelistRichard Jenkins is a Managing Director with Alvarez and Marsal Private Equity Services, focusing on developing and implementing performance improvement initiatives and performing C-level management for private equity-owned companies. His work includes making strategic decisions for the businesses, identifying and implementing operational improvements, implementing improvements to organizational structures, developing mechanisms to monitor cash requirements and manage working capital, implementing functional improvements at the departmental level, directing significant management changes and developing comprehensive long-term strategic plans. Most recently, Mr. Jenkins served as Interim CEO of a PE-owned manufacturing company, responsible for establishing a clear strategic direction, directing a plan to improve financial performance, streamlining the operations of the business, improving the processes of the organization and coordinating a significant reduction of debt for the business. He has served as Interim CFO of PE-owned companies ranging in revenue from $700 million to $1.5 billion. During these engagements, he has been responsible for evaluating and hiring personnel, establishing updated processes to improve departmental functionality, redesigning the senior management team, identifying and effectuating cost cutting opportunities, and establishing the strategic direction of the companies. With more than 21 years of experience, Mr. Jenkins’ assignments have included working with numerous companies including Electromotive Diesel, Local Insight Media, Exodus Communications, Asarco Mining, Finova Capital and International Paper. He has also performed pre-acquisition assessments of the strategies, operational capabilities, integration potential and business plans of target companies. Before A&M, Mr. Jenkins was a director with the business recovery services practice of PricewaterhouseCoopers, where he evaluated and assisted companies with the development of strategic business plans, identified financing alternatives and managed debtor / creditor relationships for numerous clients. Earlier, he was a financial consultant with Peterson Consulting, where he developed a broad understanding of financial valuation concepts, investment strategies, forecasting and business plan development. Mr. Jenkins earned a bachelor’s degree in finance from Colorado State University.