This document summarizes a webcast panel on the duties of officers and directors of a distressed company. The panel was moderated by Alexander B. Kasdan and consisted of five experts: Michael H. Torkin, Richard Munro, Michael Corrigan, Louis E. Kempinsky, and Patrick Q. Stroth. The panel discussed major topics including accessing capital markets during liquidity issues, operational turnarounds, litigation risks, and mitigating liability for officers and directors. The panel provided advice for officers and directors in a crisis, including facing reality, early intervention, retaining experts, and focusing on cash.

1. Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan& Co.
Panel:
• Michael H. Torkin, Partner, Sullivan& Cromwell LLP
• RichardMunro, Managing Director, Newport BoardGroup
• Michael Corrigan, SeniorAdvisor, Expert Webcast
• Louis E. Kempinsky, Kempinsky Law Ltd.
• Patrick Q. Stroth, CEO, Rubicon Insurance Services, LLC
© Copyright2016 ExpertWebcast– All RightsReserved
DUTIES OF OFFICERS AND DIRECTORS OF A
DISTRESSED COMPANY
January 28, 2016

2. 1
Expert Webcast is a sophisticated source of expertise for the
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cross-border.
Producing the industry’sleading webcast panels covering corporate,
M&A, restructuring and finance topics, Expert Webcast features
foremost experts in law accounting and finance, and addresses timely
and relevant issues faced by general counsel, C-level executives,
boards of directors, business owners and their advisors, as well as
institutional investors.
We welcome you to join our upcoming video webcasts or visit our on-
demand library to access recorded programs: www.expertwebcast.com.

3. 2
MODERATOR: Alexander B. Kasdan, Senior Managing Director,
DelMorgan & Co. With extensive experience in investment banking, corporate
law and restructuring at world’s leading firms, including Credit Suisse First
Boston, O’Sullivan Graev & Karabell LLP (now O'Melveny & Myers LLP), Battle
Fowler LLP(now Paul, Hastings, Janofsky & Walker LLP) and Schlumberger Ltd.,
and as a founding partner of Convergence Capital Partners, Alex brings more than
twenty years of senior-level Wall Street advice to middle market companies,
entrepreneurs and institutional investors.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm
established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners with
corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable
discussions attracting business leaders and leading professionals from around the
world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree in
Economics and Italian and was elected to Phi Beta Kappa during his junior year. In
addition, he holds a J.D. degree from Columbia University Law School and has
studied at the University of Florence in Italy. He is admitted to the Bar in the State
of New York.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
+1 310 980 1718
ak@delmorganco.com

4. 3
Michael H. Torkin is a partner in the General Practice Group of Sullivan &
Cromwell LLP, focusing on Bankruptcy & Restructuring matters. He represents
debtors in Chapter 11 reorganizations and out-of-court corporate and financial
restructurings. He also advises private equity and hedge funds in connection with
distressed transactions and special situation investments. Michael routinely advises
boards of directors of financially distressed companies on fiduciary matters.
Recent representations include: Aurobindo Pharma USA Inc. in connection with its
363 acquisition of Natrol Inc.; Eastman Kodak Company in its chapter 11
proceeding and global reorganization; AT&T Inc. in connection with the proposed
363 acquisition of Nextel Mexico; NewPage Holdings Inc. in connection with its
acquisition by Verso Paper Corp.; Official Committee of Unsecured Creditors for
Energy Future Holdings; and Official Committee of Unsecured Creditors for
Dendreon Corporation.
Chambers Global named Michael as a leading attorney, who “brings a creative and
learned approach to reorganizations, out-of-court restructurings and distressed M&A
matters” and The Legal 500 United States reported he has “a flourishing reputation
in the market” with clients “who describe his work as ‘incredibly
competent.’” Chambers USA wrote that clients say he is “incredibly incisive and
very impressive.” Michael also has been recognized by The M&A Advisor as one of
the top “40 under 40” M&A, financing and turnaround professionals in 2010 and by
Turnarounds & Workouts as one of 12 “Outstanding Young Restructuring Lawyers”
in each of 2009 and 2010.
125 Broad Street
New York,NewYork
10004-2498
+1-212-558-3471
torkinm@sullcrom.com
www.sullcrom.com

5. 4
Panelist: RichardMunro is Southern California Managing
Director forNewport BoardGroup, a unique national
professional services firm with 80 partners in 18 major USmarkets.
Newport Partners eachbringover 20 years of active Boardand CEO
level experience in multiple industries and diverse markets, and
work with their clients to drive significantenterprise value
improvement from serving as Directors, and advisory and
consulting services.
Richard has 30 years’experience bringingeffective leadershipto
growth and underperforming businessesand improving their
performance, measuredby outstanding growth in revenue and
market share, profits, return on capital employed, and valueto
shareholders. He has held senior management positions as a CEO,
CFO, COO, and CRO, Court appointedReceiver andstrategic
advisory positions, and has served as a Director on public and
private company boards. He combinesthe unique experiences of a
Director, CEO and CFO, and has extensive international experience
in growing the top line and bottom line in companies with a strong
focus on managing operations andincreasingcashflow and
enterprise value for shareholders.
(949) 910-6600
Richard.Munro@NewportBoardGroup.com
www.NewportBoardGroup.com

6. 5
Panelist: Michael Corrigan is a Senior Advisor to Expert Webcast
and the CEO of Foyle River Entertainment. He is is an
experienced executive with more than twenty five years of extensive
responsibilities in general management, operations, strategic planning,
finance and administration in addition to serving on the boards of
directors of both public and private companies, including as a senior
partner at PwC Entertainment (youngest partner admitted in
contemporary era), Media and Communications practice, Senior EVP
and CFO of Metro Goldwyn Mayer Inc., and Interim Co-CEO of
Sonar Entertainment. Mike also serves as a Senior Advisor to Expert
Webcast
Mike has significant international and multicultural experience and is
an accomplished turnaround and restructuring professional in addition
to possessing considerable experience in new ventures. He is currently
an advisor to a number of privately held entertainment entities and
investors in the entertainment, media, sports and technology sectors.
Mike holds LL.B. and BA degrees in Law from Trinity College,
Dublin and Marist College Athlone.
(310) 200-1005
mgcorrigan@mac.com

7. 6
Panelist: Louis Kempinsky, Kempinsky Law Ltd., is a seasoned trial attorney,
specializing in business, corporate, and commercial disputes. After spending three
decades as a partner in prominent LosAngeles law firms, Louis Kempinsky recently
formed Kempinsky LawLtd. The team at KLLis dedicated to solving the legal
problems of financial institutions, middle market companies, entrepreneurs, and high
net worth individuals in the following areas: General Counseling andAdvocacy;
Litigation and Dispute Resolution; Creditors’Rights and Remedies; and Business
Bankruptcy and Workouts.
Mr. Kempinsky hasbeen lead counsel in numerous jury and bench trials, as well as
appellate matters,involving a wide range of substantive issues, including business
torts, real estate, commercial and contract law, corporate governance, environmental,
professional accountability, franchise, and trademark. He also has broad experience
representing the interests of creditors and debtors, along with the other constituencies
involved,in business bankruptcy cases and out of court restructurings.
Mr. Kempinsky hasbeen active in bar committees at both the local and national level.
He has been honored by the American BarAssociation for his work in the Section of
Litigation; and for the past 11 years, he has been named a California “Super Lawyer”
by Law and Politics Magazine and Los Angeles Magazine.
Mr. Kempinsky is a frequent author and lecturer on topicsgermane to his practice. His
community service includes serving on the Board of Directors of the American
Cinematheque and the Constitutional Rights Foundation. Lou and his wife Corrinne
reside in West LosAngeles. His interests include travel, collecting wine, and the
theater.
11111 Santa MonicaBlvd.,
Suite 1700
Los Angeles, California 90025
T: 424.901.6690
F: 424.901.1433
C: 310.422.2288
lek@kempinskylaw.com
www.kempinskylaw.com
Kempinsky Law Ltd.

8. 7
Panelist: Patrick Q. Stroth is the CEO of Rubicon Insurance
Services, LLC.
His practice involves harnessing niche insurance tools to empower
Sellers of companies to secure a clean exit from their M&A
transactions faster, and with significantly more cash at closing. This
keen focus in the M&A space has earned Patrick the title
“Champion of the Clean Exit”.
Patrick has been an Executive Liability specialist for the past
21years with an emphasis on other transaction related insurance
solutions, including Directors & Officers Liability, Accounts
Receivable Insurance (Trade Credit Liability), and Cyber Security
and Privacy Liability. Patrick is also a developer and Industry
leading provider of Medical Professional Liability, HIPAA, and
Medical Billing Regulatory policies for the Healthcare Industry.
Patrick is a graduate of Loyola MarymountUniversity and holds an
Associate in Risk Management designation.
951 MarinersIsland
Boulevard,Suite 300
San Mateo CA94404
(650)931-2321
pstroth@rubiconins.com
www.rubiconins.com

9. 8
MAJOR TOPICS
• Accessing capital markets and liquidity issues
• Operational turnaround perspective
• Litigation risks and avoidance
• Mitigation of directors’ and officers’ liability risk
• Corporate indemnification and D& O insurance
• “Zone of Safety”
• Case studies

10. 9
1
3 Stages of Business Decline
• Resulting from either
hyper-growth or distress
1. Early Stage
2. Mid Stage
3. Late Stage
Management’s Response
• Denial
• Resistance to change
• Business as usual
• Lack of analysis & info
• Uncontrolled costs
• Don’t seek expert advice
• Blame everyone else - lenders
• Leadership crisis
• Panic
• Resist giving up control &
forced to call in help

11. 10
2
5 Steps in Crisis Situation
1. Triage - check the vital signs
- Buy time, formulate plan, business viability?
2. Change the leadership, if necessary
3. Restore credibility with lenders & creditors
4. Execute turnaround plan
5. Restore business to financial sustainability or asset
disposition
Crisis - No place for elegance or “white gloves”

12. 11
3
6 Things for Directors & Officers to Do in Crisis
• Face reality about the trends, & act decisively
• Early intervention is better
• More options, cheaper solutions, more time to execute rational plan
• Retain expert objective professionals for best results
• Time is your enemy in cash sensitive situations
• Crisis business situations require unique experience & skillsets
• Bring credibility to external stakeholders, lenders & creditors
• Get stakeholder buy in for a viable turnaround & restructuring plan
• Get granular on financial performance & trends
• Focus on cash
• Consider the interests of creditors in addition to equity

13. 12
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14. 13
PLATINUM SPONSORS
RubiconInsurance Services providesaccessand placement ofa wide variety ofprofessional and executive liability
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the privatelyheldcommercial sectorwith an emphasison the healthcare industry and professional consulting services
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www.rubiconins.com
Contact: PatrickStroth,CEO
(650)931-2321
pstroth@rubiconins.com
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