Corporate Governance of Subsidiaries: Board Roles and Responsibilities, Interplay With Parent Board, Liability Risks

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, August 16, 2018

Recorded event now available

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Program Materials

This CLE webinar will examine the corporate governance challenges facing boards of corporations that are subsidiaries of parent companies. The panelist will discuss best practices for addressing subsidiary board composition and risk management responsibility; balancing the roles and responsibilities of the subsidiary board and the parent company board; and other governance challenges.


Heightened investor scrutiny of public companies has corporate boards of directors taking their responsibility for ensuring compliance with federal and state laws related to corporate governance more seriously, including subsidiary corporate governance. For companies with subsidiary networks, instituting effective corporate governance practices is even more complex and challenging.

Subsidiary governance includes appointing board members, defining the role of the subsidiary board vs. the parent board, and establishing risk management responsibility and accountability. Mismanaged subsidiary governance can cause unintended legal and financial liabilities for the parent company and subsidiary as well as personal exposure for parent and subsidiary company directors and officers.

Listen as Chip Presten, Shareholder at Baker Donelson Bearman Caldwell & Berkowitz PC, discusses critical considerations for boards of directors of subsidiaries and their parent companies. The panelist will discuss appropriate corporate governance structures for subsidiary boards; the subsidiary board’s role in managing risk, setting strategy and determining compensation; and best practices for minimizing liability risks.



  1. Trends in subsidiary corporate governance
  2. Best practices for boards of subsidiaries
    1. Board composition
    2. Role of subsidiary board vs. role of parent board
    3. Risk management responsibility
    4. Minimizing liability risk


The panelist will discuss these and other noteworthy issues:

  • What are the legal risks associated with subsidiary corporate governance?
  • What are some best practices for structuring subsidiary boards and defining the board’s role and responsibilities?
  • What are some practical strategies for minimizing liability risks for subsidiary and parent company boards of directors?


Presten, Chip
Chip Presten

Baker Donelson Bearman Caldwell & Berkowitz

Mr. Presten epresents clients in private equity transactions, acquisition and divestiture of public and private...  |  Read More

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