Connecting Leaders With Employees With Karen Wickre and Handling Disputes The Right Way With Perry Granof

Building relationships and making connections in the workplace is always key in upscaling any business. Today, Dr. Diane Hamilton interviews Karen Wickre, a veteran connector and the author of Taking the Work Out of Networking: An Introvert’s Guide to Making Connections That Count, about the highlights of her book and how, as a woman in a male-dominated industry, she helps companies scale up with regards to connecting employees. She also takes a look at and shares her insights on networking, social media, and women on boards.

To serve on a board as a director or officer requires thoughtful consideration of what’s happening. Dr. Diane Hamilton talks with Perry Granof, a lawyer and the Managing Director at Granof International Group, about why companies sue and what his firm’s roles are in these events. Perry also tackles handling insurance cases as well as resolving disputes for different parties. With his skills and continuous training, Perry is a reliable person when it comes to handling company legal problems.

TTL 633 | Handling Disputes

 

I’m glad you joined us because we have Karen Wickre and Perry Granof. Karen is a veteran advisor. She’s an author and she was formerly with Twitter and Google. She has an interesting background in Silicon Valley. Perry is a lawyer and the Managing Director at Granof International Group. He’s got a lot of great information about potential board applicants if they want to serve on the board of advisors or directors and what kinds of things to look out for.

Listen to the podcast here:

Connecting Leaders With Employees With Karen Wickre

I am here with Karen Wickre. She is a veteran connector, editor and communicator. She has worked in Silicon Valley with the biggest of the big companies such as Google and Twitter. She is an author and writer. I’ve seen her book called Taking the Work Out of Networking: An Introvert’s Guide to Making Connections That Count. Welcome, Karen.

Thank you so much, Diane. It’s great to be here.

I wanted to ask you a little bit more about how you got to that point. It’s pretty impressive to work for Google and Twitter at high levels and what you’ve done. As a corporate writer, everything that you do is fascinating to me. Why don’t you give me your background of what led up to that?

I’m a liberal arts major long ago. I had no strategic plan going into anything about tech. I was sure I was the last adopter of a personal computer back in 1984. It was all accidental. It reinforced my sense that it’s good to be open to opportunities when they come along, even if you don’t know much about them at all. My writing and editing background is what led me into tech. It’s because I was living in San Francisco, which happened to be the place where a lot of this stuff was taking off. One thing led to another. One job led to another. I discovered, even though it seemed in congress at first for someone who had studied basically literature, history and art. I loved the fast pace. I loved the people who came from such interesting backgrounds. In the early days, no one was an expert in any of this. A lot of us were thrown together and took to it that we made fun of it. It was nerdy and weird technical terms, but we also enjoyed the pace of it and the constant change. That is still the thing that drives me.

You don't have to know everybody. You just have to know an interesting mix of people that appeal to you and that you genuinely like. Click To Tweet

It was an exciting time back then. You mentioned 1984, I was finishing up my Bachelor’s at that time. I remember that they had built this computer center at ASU here in Arizona. It was a big deal that computers were coming but I felt like I’ve missed it. I wish I had been a little couple more years and I maybe would’ve gone into that. We knew it was coming. Back then, I was selling System 36 and System 38 around that time, which is the size of my car. Everything’s changed dramatically, but women weren’t that much in tech then. I remember going to IBM, we all had to wear a little blue bow tie and white shirts. I wish that we took pictures. Those are great.

That’s the uniform.

It’s a lot different. Everybody’s in beanbag chairs. It’s a little different. I’m sure people ask you because you and I are not the youngest people in tech and we’re women. That’s unusual. What do you think drew you to it compared to other industries? Other women didn’t go as much as we did into this.

For me, it was the accident of geography and being somewhere that turned out to be such a center of things. I’d already worked in a bunch of settings, both nonprofit and for-profit, at least small businesses. I still relied on my writing and editing. I’m a utility person in that regard. I know how to make things clearer. I know how to make things understandable for an audience. That was the skill that you certainly needed in those days. To be honest, in the world of technology, whether it’s to a consumer audience or simply internal instructions and processes, you have to make them clear. That’s why I got in. That is maybe a classic women’s route. In the world of tech, marketing and communications roles are more women concentrated in those kinds of roles then and now. I have seen a lot of improvement on the technical side for women being more product managers and developers. We’re not at parity yet, but there have been some good inroads made.

Being clear is super important. I’m sure you probably never got stuck in a nested loop but that’s important in any industry. When you’re dealing with companies like Google and Twitter, that’s a whole new animal compared to others. I worked for AstraZeneca for twenty years. Was it fun and exciting and that seemed completely the Jetsons at the time? I’m curious how it felt to be in that.

It did well. Google was pretty early. I joined there as a contractor in 2002. It started in 1999. When I joined Google, there were maybe 500 employees. It was still quite small, but I knew about it already because I was writing about tech. I was reviewing websites, which used to be a popular thing to do for a lot of magazines, all of which are now dead. You’re reviewing and say, “This is a good website.” I had reviewed Google as a search engine because there were 25 search engines before Google that were all not great then here came when it was. I knew the company and I’d been around Silicon Valley enough to see what startup culture was like. I’d worked at other young companies along the way.

Google was fun because it had a few things from the early days. There were beanbag chairs. There were lava lamps. I felt like this is a company I could get behind its mission about making the world’s information accessible and available. This is not like some middleware enterprise thing. This is something. I love the internet. I love having information that I can easily find. It’s a whole world out there and that’s what appealed to me. Right away, I was like, “I want in.” It took a little while for them to get the headcount for someone like me but they did eventually.

TTL 633 | Handling Disputes
Handling Disputes: In the world of technology, whether it’s to a consumer audience or simply internal instructions and processes, you have to make things clear and understandable for the audience.

 

It sounds like you’re right in the middle of all the fascinating stuff. I was in San Francisco with Keith Krach from DocuSign. He was honored by Harvard Business School. Some of the people I met, Keith alone, there’s what he did with Ariba, DocuSign and some of these companies. I ran into Gary Kovacs from Mozilla when he runs and all that. You get all these people around you, you’re right here when it all happened. You’re one of those people. I was looking forward to know what you had to say about networking because I think of the people you were networking with. I imagine you had some big names who you can say you’ve met and schmoozed with. Did you name any names in the book? Is this a general guide for people of how to make that?

The guide is more about how everyone can do it more easily on their terms as opposed to hatred and fear we all feel about going to a networking event. Typically, a hotel ballroom full of people that you don’t know when you’re supposed to make small talk and get their business card for who knows what reason. Everyone’s looking past each other. We hate it. That’s an awful scenario, especially for introverts. I wrote this partly because I do enjoy a big network of contacts across a ton of businesses and industries and even around the world. It’s partly because I’ve worked in such a fluid job market and I have all the other people I know. The network is larger as more people move to more places along their career path.

The thing I’ve done is keep in touch with a bunch of them. I also keep track of people I’m not really in touch with. LinkedIn makes this very easy. This is what it’s designed for. For me, I do a bunch of little tasks basically that are pretty easy to do. I do a lot online. You could never know as many people offline as you do online and to be able to have occasional drop-ins with them, I call it keeping a loose touch is very easy and it’s done on your own terms. You don’t have to know everybody. You have to know an interesting mix of people that hopefully appeal to you and that you genuinely like. That’s the way your network can grow and be cultivated.

It’s something that’s changed a lot for me since I’ve started using LinkedIn a lot more in consulting and speaking. It is the place to be. You have to be where your customers are. Some of the marketing people, a lot of them are looking at the ads scrolling down on Twitter. It depends on where your customers hang. What I do isn’t as visual so I wouldn’t be as on Instagram as much, but somebody who is would be great for that. What’s your choice for social media? What do you use the most?

I personally use Twitter the most because I’m a news junkie. I follow way too many accounts, which I don’t necessarily recommend because it’s such popery of things coming through all the time. I liked the real-time aspect of it, to be honest. I’m not just talking about political news, hard news, or anything like that. It is what are we on about? What are we talking about now? Sometimes it’s like a crazy meme. We all remember the dress. What colors were the dress? What is happening? I like it for that. I do also follow the news. I follow a lot of reporters. For me, there is a networking benefit to it too.

I wanted to go back to LinkedIn because for all the reasons you said, it’s great, but it’s a defacto lookup directory for people. If someone says, “Do you know this person?” I don’t know about you, but immediately I will turn to LinkedIn and say, “Who was that?” I connected to them in some way. I do tell people, even if you’re not looking for a job, other people are looking for you may be for different things. It could be for board seats, volunteer committees, speaking engagements or any number of things. It pays to keep your LinkedIn profile fresh. Every quarter, look at it if you’re not looking for something and put your picture in.

That’s the thing about these things, we now have this much more assumption about, we made it all a little about whoever it is, “They look nice. They remind me of my friend who I’m going to send a note to. Let me get back to this.” It’s that kind of thing. For people who are not on anything, I would say the minimum to me is LinkedIn. Twitter has its advantages for those who feel comfortable with it. Facebook is not designed for professional connections. Not that you can’t do it there, but that’s not what it’s built for. That has the different kind of value I would say.

The advantage of being old is you're considered wise until you disprove that. Click To Tweet

They’ve all got different values, which is interesting. I’ve found a few groups that do more on Facebook and I’m thinking, “I wish they had that in LinkedIn because I have to keep looking back and forth.” I think the group thing hasn’t taken off as well on LinkedIn as it has on Facebook for certain things that I’ve noticed for people. I don’t like to have my personal Facebook stuff in with my business Facebook stuff. It’s confusing. You brought up board seats, which is an interesting thing because I know you serve on certain boards, the John S. Knight Journalism Fellowships at Stanford and News Literacy Project. I know a lot of women are thinking about getting into boards. I do a lot of board of advisors and I’ve been looking into more board of directors. What advice do you give someone who is like how I am looking for more of that? Where do you network for that?

There are places that are specifically for corporate boards. There’s a lot of activism around getting more women on corporate boards. One place to look for that is called TheBoardlist. I can do it.

I know the BoardProspects, I’ve been on it.

That’s one to look at. Twitter very kindly sent me to a workshop a few years ago that I think Deloitte offered. It was several Deloitte women basically doing a day-long workshop for women who wanted to get onto corporate boards. We talked about your board bio and a bunch of exercises there. I came away feeling like I know I’d add some value to a corporate board, but a lot of times, business boards you’re looking for are very specific. They’re looking for auditing, financial, corporate governance and business operations. Those kinds of things in particular, not that other skills aren’t valued, but those are often the committee structure. For women looking for more places to volunteer, there’s a world of figuring out which organizations you genuinely would like and then doing some research on them because most of them would welcome at least having a pipeline of new names to put up for nomination. You have to be aware of what kind of workload you’ll be and how much you’d want to be involved. It’s very rewarding work.

The liability comes up for some people that they’re not aware of some of that. There’s so much to look into if you’re considering going on to boards. Back in the ‘80s, do you think the boards were as much of a worry in terms of liability as they now?

Probably not because there hadn’t been all these boards. That’s high end, these complicated corporate situations, but most savvy organizations also have board liability insurance.

It’s an interesting thing, I’ve had a lot of people talk about that on the show. It fascinates me because of California law. Is that still in effect that they want a certain number of women on the board by 2020?

I think it’s a fairly new requirement.

It came and I heard that they are fighting it. I don’t know if they took it off. I was wondering if it’s still on.

I don’t think there’s been a change with it. I was at a conference in Europe a couple of years ago. It’s quite popular in European countries for at least the public agencies to have parity on boards. They’ve been doing it for a while.

I didn’t know that. All the things that you’ve done between working for these top companies, being on these big boards and writing amazing books, I’m curious about what you’re going to do next because you’ve done so many things. Are you going to ever slow down?

Consulting does give you a nice sense of flexibility. I had been busy with the book with the hardback first and the paperbacks that are out. I liked that but even that is not nonstop. I’ve been consulting with companies. I have a part-time senior advisor role with Brunswick Group, which is a UK communications firm. It’s very nice for me because they have a San Francisco office. I work mostly behind the scenes with my colleagues at the firm with their client projects. I come and go from that. I have a couple of other clients I work with. I like the variety of that. I’m looking into a new writing project, but I haven’t figured out exactly what it is yet. I figured I need to recuperate from the excitement of the book.

When you consult, are you more focused on culture? What types of things do you help them with?

This is the advantage of being old. You’re considered wise until you disprove that. The fact is I certainly do editing of materials and copy. I also will talk to people about messaging. Some of what I do honestly just ask questions that they may not have thought of.

TTL 633 | Handling Disputes
Handling Disputes: Caring about the mission and positive company impact drives employees to perform better.

 

I loved that since I wrote my book on curiosity.

Being curious is a big asset. You often can see around the corners because you know what might happen. Even to pose the questions, what is it that you want to get out of this? Who’s the audience? That helps shape the work and makes it more valuable. I do that a lot. I also tell stories about comparable crises, incidents, or reputational challenges that companies should have and let’s see how we can avoid that.

I’m curious about the Google thing where they gave a certain amount of time to work on pet projects that were always highlighted in the news. I heard that they stopped it. They started it, is it there? Was it there? What was that?

It was pretty informal. Nobody had timecards. It was largely geared in the earlier days anyway to engineers. The idea was you could take part of your time to experiment or build something that interested you on the side. Most often, those things were maybe a software program that might do a thing that could eventually be folded into Google. Sometimes they could be quite separate. The idea was we want to keep your own interesting curiosity alive, which is good.

Was it exactly 10% of all that stuff that you hear?

It wasn’t literally that necessarily. I think people felt that they had the freedom to do that. Non-engineers could and often did, they might volunteer to advise a nonprofit or even a good charitable cause within Google. It’s more the spirit of it is what companies should think about as opposed to making it either a mandatory thing for some, but not for others. It got a little blown out of proportion, to be honest as a Google thing because it was never like four days you work for Google, one day you do your own thing. It was never really that.

There’s so much talk. I’ve had many people on my show who worked at Apple during those years. Guy Kawasaki was on. He was slamming a little bit on Steve Jobs and stuff. Did you feel that pressure in the industry at that time that you knew you were on this ride whether it was with Google, Twitter, or what you saw at Apple? Do you think employees were willing to put up with about anything because they knew that this was going somewhere and they want to be part of it?

Being curious is a big asset. You often can see around the corners because you know what might happen. Click To Tweet

I don’t know if it was willing to put up with anything, but certainly willing to put up with long hours and that’s typically what happens during a launch. I want to stress that for most better run companies that have a mission and some values to go with it, they’re not in it just for the money. Being in it for the money is not sustainable. There are people at Google who have been there for many years. I know that’s the same with Apple. I don’t know how long is Apple, but it’s an older company. When you care about the mission and the good impact a company has, that matters a lot to employees. That’s a driver. A good salary is nice. Good benefits are nice, but to be doing it for the IPO for example, people are going to come and go exactly at the best remark when that’s the goal.

As you talk about people, you’re a person who knows everybody. That’s how your friend introduces you. I know a lot of people. I’d like to know if some of them are interesting people you’ve met. Do you have a couple of names that stand out in your head?

I’ve met so many people.

Did you meet Steve Jobs? I’m sure that’s one.

I never did meet Steve Jobs. I certainly know people who worked with him. I’ve heard lots of stories, but I was about one degree removed from him. I did one time meet Bill Gates long ago when Windows was launching. From those days, I worked some on particular things with more Sergey Brin than Larry Page, but both of them, sometimes Eric Schmidt.

TTL 633 | Handling Disputes
Taking the Work Out of Networking: An Introvert’s Guide to Making Connections That Count

Beyond that, I’ve met lots of people in passing who are awesome. I would not necessarily consider them in my network. It might be that I am familiar with them. I sometimes will say I don’t really know everyone, but I do know who everyone is. That’s important actually through networking. It helps also with your professional life to know who are the major players in the companies. Who’s up and who’s down, that’s all good. The implications for who you know, who’s connected to that person and so on, that’s a helpful thing to me that I do keep on top of.

I think a lot of people could learn a lot from your Taking the Work Out of Networking: An Introvert’s Guide to Making Connections That Count. You’ve done some amazing things. A lot of people probably want to know how they could get your book or find out more. If they want to reach you, is there a link that you’d like to share?

My own site is just my name, KarenWickre.com. The book is available on Amazon in hardback, paperback and audio. I’m happy to say I’ve recorded the audio, which was a fantastic experience. My Twitter handle is @KVox.

Karen, this was fun. Thank you so much for being my guest.

Thank you for having me. I enjoyed it.

You are welcome.

Handling Disputes The Right Way With Perry Granof

I am here with Perry Granof, who is a lawyer and the Managing Director at Granof International Group. He provides insurance consulting, expert witness and dispute resolution services, primarily for lawyers, accountants, real estate brokers and other professionals as well as for financial institutions, corporate directors, officers and about everybody else. You do a lot, Perry. It’s nice to have you here.

It’s nice to have been invited. Thank you for the opportunity.

You’re welcome. I actually heard you on Nancy May Show. Nancy has been a guest on my show. We serve on the Board of Advisors for DocuSign. That’s how I had met her. She did a lot of work in the area of the board of directors for women in different things with her BoardBench companies. You guys had a great two-part episode about the legal issues of the directors and officers, policies and different things that you had to worry about as a board member. I thought, “It’d be fascinating to have you come share some of that information on the show.” I love having you here. I wanted you to give a little bit of background on how you got to be interested in what you’re interested in all the things I listed.

It goes back to the late ‘70s. I graduated from law school. I had intended to follow my uncle and his footsteps and become a real estate lawyer, but I experienced the detour when I was working at a corporation called MGIC, which was a mortgage insurance corporation that had a real estate development section where I served as an assistant console. I took the job knowing that they were liquidating their holdings. It was a very temporary job, but it became much more temporary than I anticipated. After about a year or so, it looked like there weren’t a lot of real estate holdings left to transact business with. I looked around the company and there’s an area that had been developing called Directors and Officers liability insurance.

This institution, like the company MGIC, principally served the community banking and savings and loan community and sold D&O insurance, Directors and Officers liability insurance to those customers. I got involved at an interesting time in the late ‘70s and early ‘80s when there was the first wave of significant bank closings. I was involved in bank closing after bank closing. Typically, when you have bank closings at that time and to this day, the FDIC for banks and the FSLC at the time when savings and loans existed, would step in to take over failed banks and failed financial institutions.

They would typically take over the bank, sell the assets to another bank and keep what they termed as the assets, which included among other things their right to sue corporate directors and officers. I spent a lot of time with these directors of companies, the community bank. They were typically the local pharmacists, the local lawyers and doctors. We’d sit down in these bank boards and they would be clueless and totally unprepared for a lawsuit by such a large federal institution as the FDIC or the FSLIC. That triggered my interest. From there, I decided it was a fabulous place to work in. I moved from Milwaukee where MGIC was located to New York. I worked with AIG and with several other companies. Ultimately, I ended my corporate career at Chubb Insurance while I was a claims consul handling large high exposure directors and officers’ liabilities insurance claims, financial institution type of claims, and related professional liability claims. Back in ‘79 when the financial markets, I found myself right out of a job with production forces. Rather than going to another corporation, I thought I would set up my own consulting firm, which is has been relatively successful.

TTL 633 | Handling Disputes
Handling Disputes: There are hundreds of security class actions filed each year against corporations, the directors, and the officers in connection with precipitous drops in companies’ stocks.

 

You have a lot of great expertise. I hope anybody who hasn’t known that show you’re on with Nancy May will check it out because she did a great job on her BoardBench show that she does. She asked you a lot of things that I was interested in because I’m on a lot of board of advisory groups and looking at more board of director positions. I’ve had listened to some of these women talk about women on boards and how California has changed their laws. They want to have a certain number of women on board compared to how it was in the past. Some of the things you were talking about, the liability. It was hard not to listen to some of that. She was saying that people can own one share of stock. If they’re not happy with the way things have gone, they could sue. How common is it for people to sue? We know the Enrons of the world are going to get sued. In general, is it something that happens quite often?

It does. There are hundreds of security class actions filed each year against corporations and the directors and officers. Those lawsuits are filed in connection with precipitous drops in companies’ stocks. Those typically arise when a corporation makes some disclosure that perhaps their earnings that they had forecasted aren’t going to be met, or that there was a government investigation based upon some foreign corrupt practice violation. There was some anticipation for the pharmaceutical industry that a certain drug would be issued and brought into the market and it didn’t happen. All these corporate announcements play into the rise and fall of shareholder prices.

It’s not so much to the shareholders. It’s the plaintiff lawyers out there representing individual shareholders and also large institutional shareholders. Pension funds and the like who will file suit on behalf of their client shareholders when a company that shareholders have invested in experiences some dramatic fall in the price of the company’s stock, thereby incurring personal losses. If you had one share and you lost X number of dollars, in a federal court, there’s a $10,000 limit for loss, but theoretically, you can sue. You could also sue in a derivative action. That’s typically a lawsuit by a shareholder. It could be a shareholder that has one share against a company.

It doesn’t necessarily have to be a public company. It could be a private company, but the shareholder has an invested interest in. They find out that the company breached company directors. It may not be all the directors. It may be one or two directors, maybe senior officers breach their duties of care, loyalty, obedience, or even their failure to disclose to the company. In a derivative action, the shareholders seek the right inequity to sue the director, groups of directors or officers in the name of the corporation. If that shareholder gets that right, it proceeds with a lawsuit. There are a number of some classical instances where corporate directors and officers breached those duties of care. There are certain standards that have been set based upon the case law that has developed over the years.

You brought up a couple of great points. I’m thinking of Tesla or WeWork on whatever comes down as you’re saying that. I wonder how many people are thinking of like, “I’ve got to get my money back.” As you’ve mentioned, the directors, officers and all the liability, I always wonder what happened with Enron. We know what happened to Kenneth Lay, but what happened to the board in situations like that? Do they go to jail? Did they pay money? Do you know whatever happened to them?

I do. The board of directors of Enron settled a securities class action suit. I forgot the amount but it was over $1 billion. That’s a lot of money. Knowing the industry as I do, there was not enough insurance to cover the debt settlement amount with all the personal liability on the part of the director’s office in which they had to come up with cash.

How would they do that? Some of those people don’t have that money. Maybe they did have from Enron.

I think many of them did have some money. They could give what they could. Clearly, you have the directors and officers’ liability insurance typically in place for companies of that nature. Some of the directors’ officers probably have personal insurance. They have umbrella insurance or even a personal D&O policy.

Do you recommend that people keep everything in LLCs and have their own policies? Do you think that there’s enough coverage? How do you know if they’re giving you enough coverage?

It’s not necessarily easy to decide. There are certain guideposts that you would follow. If you’re a large-cap company, you’re going to have a much larger D&O program than if you’re a small-cap company. When you consider damages in a securities class action, you have to consider the potential drop in any value of stock in a case that it could conceivably happen. You have to measure that out over the total number of shareholders, which in many ways can reach huge amounts of money. The corporate directors typically don’t go to trial because the amount of exposure typically in those cases is huge that even where there’s not necessarily a good chance of prevailing in a trial or in getting insurance, which are two separate matters. You may prevail but you may not be insurable. It’s always in the interest of the corporation, the directors, officers and the insurance carrier, as well as the plaintiff conflict to try and reach a settlement within a relatively reasonable range. To go to your question, not only do you have to consider the potential damages of security class action, the attorney fees, in a major security class-action case, can easily run into the tens of millions of dollars.

Who pays for that? Is that covered in your insurance?

Financial institutions are typically the institutions that face one of the largest exposures in this universe. Click To Tweet

That would all be included within the D&O policy. The policy would cover the legal expense as well as the liability. There are two things, number one, these policies are self-depleting policy. Every dollar you payout, whether it’s an amount in liability or an amount of attorney fees, it’s going to reduce the available limit, the proportion of the policy. Also, the issue of liability is such that obviously, insurance policies don’t insure for fraud. We talked about security class action lawsuits other than what’s called a Section 11 case, which involves security class action lawsuits for newly issued shares of stock. When you have stock traded on the market, you own secondary trading in the like, your cause of action is a shareholder to file a securities class action under what’s called 10b-5.

In order to establish liability, you have to establish securities fraud or the other typical standard, which most cases settle on is a standard called scienter. This concept is more than gross negligence, but less than a fraud. Insurance carriers will say, “That’s the market in which we’ll settle.” If it falls below scienter, there’s no liability because there’s nothing that could be considered securities fraud. If it falls above that standard, it’s not insurable. All of these parties have a stake in making sure the outcome is such that there can be a liability that can be insurable. I use this analogy all the time, it’s like pitching a penny onto a plate that’s floating in water that they used to have in carnivals. The penny needs to land on that plate because if it goes too far, there’s no insurance coverage. If it doesn’t go far enough, there’s no liability. That’s why these lawsuits typically settle, and I’m talking in relative terms significantly less than the total amount of exposure that can be established.

I remember talking to the lawyer about some of these options I had and he’s like, “I would stick away from health, banking and high lawsuit driven industries.” Do you agree with that if you’re looking for board positions?

I can’t give investment advice as such, but I can tell you from practical experience, especially somebody who grew up cutting his teeth in corporate liability and financial institutions. Financial institutions are typically the institutions that face one of the largest exposures in this universe. Healthcare companies, especially pharmaceutical companies, also face huge problems because they’re dealing with patents that are under regulatory scrutiny. The patents may not go out or they have patents that were overtime, generic drugs come in and take away profits. Those are all factors that lead to liability because of corporate directors and officers of pharmaceutical companies.

We’re talking all about these negative things like suing and problems. What would make somebody want to do this? We were talking to everybody out of it and I’m not trying to do that. I think it’s important to know about all this. That’s why I asked you all these things, but what’s the upside to joining a board?

Number one is you have the honor of being a corporate board member. It adds a certain amount of credibility to a person. It gives the person the opportunity to serve on other boards. Clearly, the compensation is fairly decent, especially for the amount of time and effort you put into a corporate board meeting. Typically, you meet four times a year. You probably serve on a committee and you have to do your work with a committee, but compared to a full-time 40 hour a week job, if you’re on that level, you’re probably at 100 hours a week. It’s easier. You can make decent money, especially if you retired. You obviously would like to have the prestige. You’ll be on the board. You like compensation. You’d like the interaction. Intellectually, it’s fun and challenging. Those are clearly some of the upsides of being on a board.

You mentioned the pay. What kind of pay would they expect? There are many different types of boards and different company sizes. What would you think is the average that they can expect?

I don’t personally know because I don’t deal in that world as such. I remember a prior show that you had where you had a female corporate director. She commented that in a micro-corporation, she made $100,000. I think she mentioned, small caps are for $200,000 and then large caps are upwards of $500,000. That sounded reasonable.

TTL 633 | Handling Disputes
Handling Disputes: In order to establish liability, you have to establish securities fraud or the other typical standard called scienter.

 

I remember the conversation. I’ve had a few people talk about it. I get a lot of women talking about boards because of the California law. I’m curious what you and Nancy are working on. I know you guys have developed an informational program for corporate directors.

Nancy and I are putting together a podcast. We’ve already recorded the series. It’s a six-series podcast that may have to be broken out because some of the podcasts lasted more than 50 minutes or so than we’re projecting originally. The six main parts that may be broken out, it starts with what are the duties of a corporate director and officer. We focused on what are the protections that are available when they get into trouble. We focus on how you read a D&O policy, how’s it structured and what are the components of a policy. We spent a section on some of the most important aspects of a policy in terms of what are some of the issues that have given rise to coverage disputes.

From there, we go into the issues of what happens if there’s what you call a derivative of demand, which is the inception of what I had mentioned being a derivative action. What happens if the SEC or other regulatory bodies start investigating the corporation’s potential wrongdoing? What should you know if you’re a named defendant in a securities class action? Finally, we go into the area of bankruptcy. How as a director and officer do you protect yourself and in the context of bankruptcy? What is the reach of the bankruptcy court?

In our final section, we were focusing on international coverage issues and international legal issues. When you get outside the US, you deal with different laws. You deal with unknown jurisprudence. There are different types of liability that arise to corporate directors and officers. With respect to the international issues, there are different issues of insurability because you may have a policy that’s issued to you as a director of a Delaware corporation and all of a sudden, you find yourself in Brazil. You find that the policy was not admitted in Brazil. Therefore, the insurer kept your loss. There are interesting issues as you move from domestic exposure to international exposures.

I think this is important. I remember you were talking on the show about if you’d left, whether they had almost like trailing insurance that followed you. If they canceled the policy, what would happen to you if you didn’t know about it. Some of that stuff I had never thought about. If you start with a company and you’ve never served on a board, do they put you through board training? Should you take some of these certification programs? The Harvard or Columbia or whatever I’ve seen out there that offer these day training programs. What kind of training do you think a new board member should go through and who offers it?

When you get outside the US, you deal with different laws and deal with unknown jurisprudence. Click To Tweet

You do need training. There’s no question about it. I know Stanford has a phenomenal program. I think it goes beyond a day, maybe a week’s program. Clearly, schools like Harvard and the University of Chicago offer great programs for corporate directors and officers to educate themselves on what their responsibilities are. To be a director and officer requires thoughtful consideration of what’s happening. That runs the gamut from issues as I go through the history corporate director and officer liability. There was a case that appeared on the Supreme Court level in 1919 called the National Bank of Corsicana where directors of a failed bank pursued negligence. It turned out that the directors lived on one side of a lake and the bank was on another side of the lake. It was a hassle to get to the bank. They never bothered to show up. It is basic, you’ve got to show up, you’ve got to be there.

When you go through this training, do you have to end up paying for it yourself or does the company usually offer it? The Stanford thing, is that something that a company would pay for or is that something they expect you to show up with?

I’m speaking without full knowledge, I’m just speculating. If you had to show up for yourself and the corporation that you were asked to sit on isn’t paying for it, I would question the corporation.

I figured that that would go along. I think that there’s so much training. There’s so much to be learned. I know that you and Nancy do some amazing stuff out there with your show and your work. Thank you for sharing all that with us. I think a lot of people want to know how can they listen, how can they learn more, how can they read your work, Ebb and Flow: The Changing Jurisdictional Tides of Global Litigation. If that seems to be. That was in the New York International Law Review and you’ve written a lot of different things. What’s the best way to reach you and find out more?

The Ebb and Flow article may not be relevant for the local directors and officers. I have written a lot. I do have a website, www.GranofInternational.com. I have a LinkedIn page, Perry Granof. I typically try to post my articles on my LinkedIn page and my website. People can call me any time at (847) 242-9932 or write to me at PGranof@GranofInternational.com. I love to get mail and inquiries. As a consultant, I meet with corporate board directors as well as senior officers. I review indemnification agreements, which are critical. I review corporate policies to see how well-covered directors are especially if you have directors and officers who have international issues. I definitely have certain expertise on the international side. I hope that people would call me.

To be a director and officer requires thoughtful consideration of what's happening. Click To Tweet

I know a lot of people who will take you up on that. This was great. It was nice to have you on the show, Perry. This was fun.

Thank you. I appreciate the opportunity. It was fun talking with you, Diane.

I’d like to thank both Karen and Perry for being my guests. We get many great guests on this show. If you’ve missed any past episodes, please go to DrDianeHamilton.com. Also, if you’re interested in Cracking the Curiosity Code, the book or Curiosity Code Index. I hope you enjoyed this episode.

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About Karen Wickre

TTL 633 | Handling DisputesKaren Wickre is a veteran connector, editor, and communicator, who has worked in and around Silicon Valley long enough to have appeared in WIRED 1.4. (Even before that, she wrote one of the very first guides to what they used to call “the World Wide Web,” and now it’s an amusing relic of a more innocent time.) As a corporate writer, she has developed stories, styles and cadence for Google, Twitter, and many startups.

As an early Googler (she joined when there were 500 employees; she left nine years later, when there were 50,000), she has been in her share of war rooms and fire drills, and has crafted scores of posts covering products and pivots, shakeups, corporate apologies and company culture.

About Perry S. Granof

TTL 633 | Handling DisputesPerry S. Granof is a lawyer, and the Managing Director at Granof International Group LLC.

He provides insurance consulting, expert witness, and dispute resolution services primarily for lawyers, accountants, real estate brokers and other professionals, as well as for financial institutions, and corporate directors & officers, along with their policyholders, brokers, and insurers.

 

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