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Overview

What is the role of an independent director at a PE portfolio company when the company becomes distressed?  The discussion will cover the board’s fiduciary duties, common conflicts by directors, the appointment of turnaround professionals, the likely perspective of private equity directors, and panelists past experiences.

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Panelists

Venita E. Fields Partner Pelham S2K Managers, LLC

Ms. Fields is an experienced independent corporate board director and has also served on numerous company boards as an investor.  She has more than thirty-five years of financial management in banks and investment firms, and serves as a financial expert on boards.  Ms. Fields is a NACD Board Leadership Fellow.

In 2015 Ms. Fields joined the board of Derry Enterprises, Inc. (“Derry”) as an Independent Director.  Derry is a family-owned distribution company providing inventory management and supply chain services for fasteners and other Class C items in the U.S., Canada and Mexico.  In January 2018, Ms. Fields joined the board as an Independent Director for LifeSpace Communities, Inc., a provider of fifteen (15) senior care living communities in the United States. In January 2019, Ms. Fields joined the boards of David’s Bridal Inc., (“DBI”) and Superior Group of Companies (NASDAQ:SGC).  DBI is an international clothier that specializes in bridal dresses, formal wear and bridal accessories. DBI operates more than 300 stores in 45 states, Canada and the United Kingdom.  SGC, established in 1920, is a combination of companies that helps customers unlock the power of their brands by creating brand experiences for customers and employees.  SGC has operations in the United States, Brazil, China, Costa Rica, Haiti and India.  In April 2019 Fields was appointed to the board of IMA Financial Group, the 5^th largest privately held, employee owned insurance broker in the U.S.

Ms. Fields has a Master of Management degree from the J.L. Kellogg Graduate School of Management and a B.A. degree from Northwestern University.  In addition, she joined the faculty at Kellogg as a Guest Lecturer teaching Entrepreneurial Finance from 2010-2012.

William Herlong has had a broad career in the courtroom, business, and beyond. He has tried more than 100 cases across a variety of topics including business litigation, computer law, corporate law, and many more. He spent the first part of his career with large firms including Covington & Burling in D.C. and Wyche Burgess and then Nelson Mullins in South Carolina. Since 2004 when he started his own practice, he has achieved approximately $100 million in verdicts and settlements and has won the coveted Litigator Award given to the top 1% of lawyers, lawyers known for “bet the company” cases. William also has extensive experience in the Board world, having served himself on several complex boards and extensively litigated issues of director duties in the public company/private equity context. Indeed, William achieved the largest judgement regarding breach of fiduciary duty in South Carolina history.

Fred Buckman has a long career in the energy industry.  He has served in a variety of roles in the utility industry including Chief Executive Officer of both PacifiCorp and Consumers Energy.  He has also served as the Chief Executive Officer of the Power Group at The Shaw Group.  He has earlier service as the Chief Nuclear Officer at Consumers Energy and he founded Trans-Elect, a ground breaking private electric transmission company.  He has private equity experience with Brookfield Asset Management and he has served as both an advisor and a portfolio company Board member for Oaktree Capital.

He has served on a number of both private and public Boards.  He currently serves on the Boards of StanCorp Financial Group, General Fusion, Terrestrial Energy and SideAssure.  He steps down from the StanCorp Board in May, 2021.  He holds a BSE in Science Engineering from the University of Michigan and  PhD in Nuclear Engineering from Massachusetts Institute of Technology.

Mr. Taylor is a C-level executive, advisor, and board member with more than 30 years of business experience. He has guided organizations through complex restructuring, acquisitions, corporate development activities and capital transactions totaling over $15 billion. His experience spans start-ups to private companies to publicly traded companies. He possesses extensive knowledge of finance, strategy, and operations. He has developed strategic, financial, operating and turnaround strategies across multiple industries, including casino gaming, hospitality, manufacturing, aviation, real estate, retail, and healthcare. He currently serves on the boards of Barrie House Coffee and CLP Holdings III, LLC. At Barrie House Coffee, he chairs the M&A committee and serves on the strategic planning committee.  For 25 years, Mr. Taylor has served on the boards and committees (M & M&A, Strategic Planning,  Restructuring, Finance and Compensation) of multiple companies across various industries.

Moderator

Marc Sullivan is a Managing Director at Phoenix Management Services, a middle market, operationally focused turnaround management firm.  Marc has served as Interim CEO, Interim CFO, Chief Restructuring Officer, and advisor to the board of directors of a number of companies both domestically and internationally.  Marc earned a BA in Finance from Morehouse College and an MBA from Harvard Business School in addition to having earned the Chartered Financial Analyst and Certified Turnaround Professional designations.  Marc Sullivan sits on a number of boards including the national board of the Private Directors Association, the board of the Atlanta chapter of the Turnaround Management Association, and the board of the Harvard Business School Club of Atlanta.  Marc is the President of the Atlanta chapter of the Private Directors Association and Co-Chairman of the Private Directors Association’s Private Equity Initiative.

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