Monday April 21, 2014

School of Law

Law Review

North Dakota Law Review
University of North Dakota
School of Law
P.O. Box 9003
Grand Forks, ND 58202-9003

Editor in Chief:
(701) 777-2272
Law Review Office:
(701) 777-2941
Administrative Assistant:
(701) 777-2282

Law Review Symposium on North Dakota Publicly Traded Corporations Act

ND Law Review Symposium

June 12, 2009, Bismarck, ND
- part of the
ND State Bar Association Annual Meeting

Corporate Governance and Shareholder Rights in a Time of Financial Crisis: How the North Dakota Publicly Traded Corporations Act Changes the Landscape

Sponsored by North Dakota Law Review

Registration Information

To register and receive CLE credits for this session, please call the Law Review Office at (701) 777-2282 and leave a message.
Or you may e-mail the Law Review Office at:

There is no fee for this session.



Schedule of Events

9:00 a.m.

Introductory Remarks

9:05 a.m.

How the Publicly Traded Corporations Act Became Law in North Dakota
Al Jaeger

9:20 a.m.

An Introduction to the North Dakota Publicly Traded Corporations Act
William H. Clark, Jr.

10:15 a.m.

The North Dakota Publicly Traded Corporations Act:
A Branding Initiative Without a (North Dakota) Brand

Professor Josh Fershee

11:15 a.m.

Impact of the NDPTCA on North Dakota’s Legal and Business Communities
Moderator - Justice Daniel J. Crothers
Panelists - William H. Clark, Jr., Chancellor William B. Chandler, III, Joshua Fershee & Stacey Dahl


About the Symposium

The North Dakota Law Review (NDLR) is pleased to host an important and timely symposium centering on the North Dakota Publicly Traded Corporations Act (the Act). This multi-faceted symposium will survey the effects of the Act within North Dakota and across the entire nation.

The state of North Dakota has received national attention since 2007, when North Dakota legislators passed the first “shareholder friendly” corporate governance law in the nation. Under the Act, companies that incorporate in North Dakota have the option of doing so under the old state law or under the new shareholder friendly law. What makes the Act unique is that it embraces some of the most controversial issues in corporate governance today: limiting direct term limits, restricting poison pills, separating the role of board of directors’ chair and chief executive officer, permitting votes on compensation reports, altering plurality voting to majority voting when electing directors, and proxy access.

In today’s financial climate, this symposium will provide timely comparisons between the Act and other prominent corporate laws available in other states such as Delaware – the traditional state of incorporation for most public companies. Particular consideration will be given to compare corporate governance issues in the Act to Delaware’s General Corporation Law and the Model Business Corporation Act. Featured keynote speakers and panelists will explain the Act, and what it means in the bigger picture of corporate governance in the United States. In sum, the symposium addresses how the Act changes the national landscape of corporate governance and shareholder rights.

Speakers and panelists will also explore broader issues implicated by the Act and corporate governance, such as: executive compensation and director liability. Shareholders have traditionally been viewed as the owners of a corporation, while the directors’ duty was to do what was best for the corporation. The financial scandals that have occurred in the last decade, as well as the recent financial bailouts, have helped cast a new light on the duties directors owe to the corporation and the rights of the shareholders. The symposium explores the evolving tug of war between shareholders and directors, through the lens of the Act.


About the Participants

William B. Chandler III

William B. Chandler III - Keynote Speaker

Mr. Chandler was appointed Chancellor of the Delaware Court of Chancery in 1997, where he had served as Vice Chancellor since 1989. Before his appointment to the Court of Chancery, the Chancellor served as Resident Judge of the Delaware Superior Court from 1985 to 1989. He received law degrees from the University of South Carolina School of Law and the Yale Law School and his undergraduate degree from the University of Delaware. Before his appointment to the Court, Chancellor Chandler was an associate with Morris, Nichols, Arsht & Tunnell and he served as Legal Counsel to former Delaware Governor Pete duPont. The Chancellor also taught commercial law, legislative process, and remedies for two years at the University of Alabama School of Law. He is presently a member of the American Law Institute, the Delaware Bar Association, and the American College of Business Court Judges. He is a Trustee of the Weinberg Corporate Governance Center at the University of Delaware, and the Yale Law School Corporate Governance Center.


William H. Clark, Jr.

William H. Clark, Jr.

Mr. Clark is a partner in the Corporate and Securities and Government and Regulatory Affairs Practice Groups of Drinker Biddle and Reath LLP. His practice is focused on corporate governance, mergers and acquisitions, general business law and government affairs. He drafted the legislation and designed the legislative strategy that led to the enactment of the North Dakota Publicly Traded Corporations Act.

Mr. Clark was formerly an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association which is responsible for updating the Model Business Corporation Act, and he now serves as a special consultant to the committee.

Mr. Clark is listed in The Best Lawyers in America and Who’s Who in America. He is the only Pennsylvania lawyer listed in The International Who’s Who of Corporate Governance Lawyers. Bill graduated summa cum laude from Amherst College and received his J.D. magna cum laude from Temple University.


Al Jaeger

Al Jaeger

Mr. Jaeger was elected North Dakota’s fourteenth Secretary of State in 1992 and was reelected in 1996, 2000, 2004 (two year term) and 2006.

Since becoming Secretary of State on January 1, 1993, Secretary Jaeger has been an active participant in the National Association of Secretaries of State (NASS). He has served several different terms on its Executive Committee and its Budget Committee.

Secretary Jaeger attended Bismarck State College and in 1963 earned an Associate of Arts degree. In 1966, he received a Bachelor of Science degree from Dickinson State University majoring in Business Education with a minor in Speech. He also completed post-graduate work at the University of North Dakota in 1968 and Montana State University in 1970. He was recently selected by Bismarck State College as their Alumnus of the Year for 2009.


Stacey Dahl

Stacey Dahl

Stacey Dahl has served in the North Dakota House of Representatives since 2005. She has been a member of the House Education Committee, House Judiciary Committee, House Government and Veterans Affairs Committee and the Constitutional Revision Committee. Dahl is a 2008 graduate of the UND School of Law and received her undergraduate degree in education in 2004.


Joshua P. Fershee

Joshua P. Fershee

Professor Joshua Fershee is an Assistant Professor of Law at the University of North Dakota School of Law where writes and lectures on business associations, corporate law and governance, energy law and policy, and labor & employment law.  Professor Fershee began his legal career with Davis Polk & Wardwell, New York, NY, where he represented clients in corporate and litigation matters.  He then joined the energy practice group at Hogan & Hartson, LLP, Washington, D.C., where he represented energy clients in matters before state and federal regulators, analyzed state and federal legislation, and advised clients on mergers and acquisitions, climate change issues, and renewable portfolio standards.  Before his legal career, Professor Fershee worked for a Washington, D.C.-based trade association and served as a public relations executive specializing in strategic planning, brand management, and crisis communications with two Los Angeles public relations agencies.


Daniel Crothers

Hon. Daniel Crothers

Justice Daniel J. Crothers was born in January 1957 in Fargo, North Dakota. He grew up in West Fargo, American Samoa, and Albuquerque, New Mexico. He received his undergraduate degree from the University of North Dakota in 1979 and his law degree from the University of North Dakota School of Law in 1982. After law school, he clerked for the New Mexico Court of Appeals and then worked in a Santa Fe law firm. He moved back to North Dakota, practicing law in several law firms until being appointed to the North Dakota Supreme Court by Governor John Hoeven in June 2005. In addition to the private practice of law, Crothers served as Walsh County North Dakota Assistant State's Attorney and as an Assistant City Attorney for Grafton. He was president of the State Bar Association of North Dakota from 2001-2002 and has served as a member and chair of several Bar Association and Court committees relating to lawyer and judicial ethics and professional conduct. He currently serves on North Dakota's Committee on Judiciary Standards, is chair of the Court Services Administration Committee and is a member of the American Bar Association Standing Committee on Client Protection. Crothers was elected in November 2008 to fill an unexpired four-year term. He and his wife Holly have two children.